§1 General, area of application

1. Our general terms and conditions of trade – AGB – shall apply exclusively to private customers
(§ 305 I BGB [German Civil Code]) as well as to companies by virtue of the express inclusion in the contract of these general terms and conditions of trade (AGB), as defined by the Act on the Modernisation of the Law of Obligation of 26.11.2001 (BGBL. I S 3138 [Federal Law Gazette I p. 3138], which came into force on 01.01.2002) and as listed below in detail and of which the customer is notified when purchase orders are received with the general terms and conditions of trade printed on the reverse to which explicit reference to the IC Intracom catalogue on which the order is based and which contains the general terms and conditions of trade (AGB), and in addition with the enclosure of these general terms and conditions of trade in all correspondence such as acknowledgement of order, invoices, etc. Deviant provisions of the customer shall not be recognised unless expressly agreed in writing.

1. For practical reasons the general terms and conditions of trade are set out in the English language.
2. The inclusion of the latest version of the general terms and conditions of trade (AGB) shall be regar-

ded as known to and recognised by the customer in the event of constant business connections or follo- wing more than 5 conclusions of contract per annum.

§2 Offer and conclusion of contract

1. Our offers are subject to change and are without obligation. A contract does not materialise until IC INTRACOM Vertriebs GmbH have confirmed in writing or by telex or facsimile an order placed by the buyer. The same shall apply to additions, alterations and collateral agreements. IC INTRACOM Vertriebs GmbH reserve the right to confirm the conclusion of contract by issuing an invoice.

2. Dimensions, drawings and illustrations etc. are without obligation. We reserve the right of ownership and copyrights to illustrations, drawings, calculations and other documents; these may not be made availa- ble to third parties. This applies in particular to those written documents marked as confidential; the client requires our express written approval before passing these on to third parties.

3. Improvements or alterations to performance are permissible in so far as they are reasonable for the buyer and giving due consideration to the interests of IC INTRACOM Vertriebs GmbH.
4. A written deadline or price acceptance for service or development orders shall apply as a non-binding guiding deadline/price and not as binding assurance, as unforeseeable deadline and price alterations can arise.

§3 Prices

1. Unless stated otherwise in the confirmation of order our prices shall be valid “ex works”, excluding packing; this shall be invoiced separately.
2. V.A.T. is not included in our prices; the current legal V.A.T. rate will be shown separately on the invoice on the day the invoice is issued.
3. Unless agreed otherwise, IC INTRACOM Vertriebs GmbH shall be bound to the prices quoted in their offers for 5 days from date of the offer.
4. Unforeseeable changes in customs duties, import and export fees, foreign exchange control, etc. entit- le IC INTRACOM Vertriebs GmbH to adapt prices accordingly.
5. With regard to “request for delivery” orders the agreed price shall serve as a basis upon conclusion of contract. Changes in price during the term of the “request for delivery” contract entitle IC INTRACOM Vertriebs GmbH to adapt the price.

§4 Lead time and time of performance

1. All delivery agreements require the written form. Delivery deadlines begin on the date of the confirma- tion of order issued by IC INTRACOM Vertriebs GmbH and presuppose clarification of all
technical questions.
2. All delivery obligations are governed by IC INTRACOM Vertriebs GmbH’s reservation of timely delive- ry by their own suppliers. IC INTRACOM Vertriebs GmbH shall substantiate appropriate forward planning. 3. Partial deliveries and part performance are permissible. Where supply agreements are concerned, each partial delivery and part performance shall be regarded as independent performance for which the validity of these general terms and conditions of trade are expressly agreed.

4. Default in delivery shall not arise on account of force majeure or on account of events that make deli- very essentially more difficult or impossible for the seller. In particular this also includes operating troubles, force majeure and strikes etc. irrespective of whether these occur in IC INTRACOM Vertriebs GmbH’s own works, in those of their suppliers or their sub-suppliers. In all these cases the buyer shall have no claim to damage caused by default or compensation for damages on account of non-performance.

5. In the case of delivery and performance delays for which IC INTRACOM Vertriebs GmbH are not responsible, they shall have the right to postpone delivery or performance for the duration of the hindrance plus a deadline of two months or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.
6. Should the delivery and performance delays continue for more than two months, the buyer shall be entitled to set a fair and reasonable additional respite whilst issuing a threat of refusal. After fruitless expiry of the additional respite he (the buyer) is entitled to withdraw from the contract. The buyer shall only be entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the default is based on intent or gross negligence on the part of IC INTRACOM Vertriebs GmbH. As for the rest, the liability towards tradesmen is restricted to the right to withdraw from a contract whilst excluding claims to compensation for damages.

§5 Despatch and passing of risk

1. Unless stipulated otherwise in the confirmation of order, delivery is agreed “ex works” for the account and risk of IC INTRACOM Vertriebs GmbH’s customer.
2. If required by the customer, IC INTRACOM Vertriebs GmbH shall take out a freight and transport insurance policy for the consignment; costs arising in this respect shall be borne by the buyer.

3. The sender shall bear all risks for consignments to IC INTRACOM Vertriebs GmbH. This applies in particular to the transport risk up until the goods being received by IC INTRACOM Vertriebs GmbH as well as the overall transport costs.

§6 Terms of payment

1. Deduction of discount is subject to special written agreements.
2. Unless stipulated otherwise in the confirmation of order, the net purchase price (without deduction) is

due for payment within 30 days from the date of the invoice. Should the party ordering be in default of pay- ment, we are entitled to demand default interest at the rate of 4% p.a. above the respective base rate of the European Central Bank. Should we be in a position to substantiate greater default damage, we are ent- itled to assert this claim. However, the party ordering is entitled to prove to us that we have only suffered essentially lower damages or none at all due to his default in payment.
3. The ordering party is only entitled to rights of set-off if his counterclaims have been determined finally and conclusively, are undisputed or have been acknowledged by us. Furthermore, he is only entitled to make use of his right of retention in so far as his counterclaim is based on the same contractual relations- hip.
4. A low value surcharge of 5 % of the net order value (20 € minimum) shall apply to orders under a value of 2.000 €. The minimum order value amounts to 1.000 €.
5. We expressly reserve the right to demand cash before delivery, direct debit or cash on delivery for all deliveries.
6. In principle all payments will be offset against the initial debt, irrespective of different provisions by the buyer. If enforced collection costs and interest have already been incurred, the payment shall first be offset against the costs, then against the interest and finally against the main claim.
7. Payment is only regarded as effected when the amount of the claim has been credited to IC INTRA- COM Vertriebs GmbH’s account. The same shall apply to the redemption of cheques and bills of exchan- ge.
8. Should circumstances become known to IC INTRACOM Vertriebs GmbH whereby the credit worthin- ess of the client is questioned, in particular if the client does not meet his payment obligations, stops his payments or if a bank does not honour the client’s cheque or bill of exchange, IC INTRACOM Vertriebs GmbH are immediately entitled to withdraw from the supply contract without any special prior notification. In particular IC INTRACOM Vertriebs GmbH are entitled to make further deliveries dependent upon advance payment, bank guarantee or provision of security.
9. IC INTRACOM Vertriebs GmbH are entitled to assign their claims and all rights arising from such claims. Payment shall be made exclusively to the transferee to effect settlement of debts.

§7 Safeguarding the reservation of title

1. IC INTRACOM Vertriebs GmbH reserve the title to the object of sale until all payments arising from the supply contract have been received. Behaviour in violation of the contract on the part of the buyer, in particular default in payment, shall entitle IC INTRACOM Vertriebs GmbH to take back the object of sale. Taking back of the object of sale by IC INTRACOM Vertriebs GmbH does not constitute withdrawal from the contract, unless this is expressly declared. Levy of execution on the object of sale by IC INTRACOM Vertriebs GmbH shall always constitute withdrawal from the contract. After having taken back the object of sale IC INTRACOM Vertriebs GmbH are authorised to dispose of the object of sale. The utilisation proceeds shall be offset against the ordering party’s obligations minus reasonable utilisation costs.

2. The buyer is obligated to handle the object of sale with care. He is obligated in particular and at his own expense to provide adequate insurance coverage to the new value of the object of sale against the risk of fire, water and theft. The buyer shall carry out any necessary maintenance and service work at his own expense and in good time.

3. Following levy of execution or any other interference by third parties, the buyer shall immediately inform IC INTRACOM Vertriebs GmbH in writing so that they are able to file a suit according to § 771
ZPO (code of civil procedure). In so far as the third party is not able to reimburse IC INTRACOM Vertriebs GmbH for the court costs or out-of-court costs for legal action according to § 771 ZPO (code of civil proce- dure), the buyer shall be liable for the loss incurred by IC INTRACOM Vertriebs GmbH.

4. The buyer is entitled to resell the object of sale in the ordinary course of business; however, he now assigns all claims against his purchaser or third party in the amount of the final invoice amount to IC INTRACOM Vertriebs GmbH (including V.A.T.) accrued from the resale, irrespective of whether the object of sale was resold excluding or after processing. The buyer is also still entitled to collect this claim after assignment. This shall not affect IC INTRACOM Vertriebs GmbH’s authority to collect the claim themsel- ves. However, IC INTRACOM Vertriebs GmbH undertake not to collect the claim as long as the buyer ful- fils his payment obligations from the collected proceeds, is not in default of payment and, in particular, has not applied for the opening of bankruptcy or composition proceedings or has terminated payments. Should this however be the case, IC INTRACOM Vertriebs GmbH can demand that the buyer provides information regarding the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.

5. Processing or remodelling of the object of sale by the buyer shall always be carried out for IC INTRA- COM Vertriebs GmbH. In the event of the object of sale being processed together with other items not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH shall acquire co-ownership of the new object according to the ratio of value of the object of sale to the other processed objects at the time of processing. As for the rest, the same shall apply to the object created by processing as to the object of sale supplied under reservation.

6. In the event of the object of sale being mixed inseparably with objects not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH shall acquire co-ownership of the new object according to the ratio of the value of the object of sale to the other mixed objects at the time of mixing. If mixing is carried out in such a fashion that the object of the buyer is to be regarded as the main object, it is under- stood as agreed that the buyer shall transfer proportionate co-ownership to us. Thus the buyer shall hold the sole ownership or co-ownership in safe custody for IC INTRACOM Vertriebs GmbH.

7. In order to safeguard our claims against him, the buyer shall also assign to us the claims accrued against a third party due to uniting the object of sale with a piece of real estate.
8. If requested by the buyer, IC INTRACOM Vertriebs GmbH undertake to release to such an extent the securites to which they are entitled if the value of the securities exceeds the claims to be safeguarded by more than 20 %; choice of the securities to be released is incumbent on IC INTRACOM Vertriebs GmbH. 9. In the event of default of payment - in particular following non-redemption of cheques and bills of exchange – and without being in possession of appropriate judicial title or delegated powers following assertion of the reservation of title, IC INTRACOM Vertriebs GmbH shall be entitled to seize the goods subject to reservation by having representative agents, who must be able to prove their identity accordin- gly, enter the business premises. The buyer shall bear all costs involved in removing the goods.

§8 Warranty

1. Warranty rights of the buyer presuppose that in the case of his/her merchant status, he/she has fulfil- led in due form and within the prescribed time limit the requirements to examine and give notice of defects incumbent upon him/her in accordance with §§ 377 and 378 HGB (commercial code).
2. In the event that the buyer does not have merchant status, any defects are to be reported immediately in writing, latest however within 7 days as from the date of delivery of the goods and the linked opportunity of taking note of the defects. Once the time-limit has expired, IC INTRACOM Vertriebs GmbH shall be rele- ased from the warranty obligation.

3. In the event of there being a fault on the object of sale for which IC INTRACOM Vertriebs GmbH are responsible, they shall be entitled to remedy the fault or provide a replacement according to their choice. In the case of the fault being remedied, IC INTRACOM Vertriebs GmbH are obligated to bear all expenses necessary in order to remedy the fault, in particular transport, infrastructure, labour and material costs, in so far as these (costs) have not been increased by the object of sale being taken to a location other than the place of performance.

4. In the event that IC INTRACOM Vertriebs GmbH are not willing or in a position to remedy the fault / deliver a replacement, in particular if this is delayed over and above a reasonable time-limit for reasons for which IC INTRACOM Vertriebs GmbH are responsible, or if remedy of the fault/ delivery of a replacement should fail in any other manner, the buyer is entitled according to his choice to withdraw from the contract or to demand appropriate diminution of the purchase price.

5. In cases of justified notification of defects, more far-reaching claims than those mentioned above (e.g. damage claim arising from warranty or from positive violation of contract, culpa in contrahendo, tortious act, impossibility, default, failure or execution of the delivery of a replacement pp.) shall be excluded unless the damage is based on an intentional or grossly negligent violation of the contract by IC INTRACOM Vertriebs GmbH or one of their legal representatives or a person employed in performing an obligation for whom they are vicariously liable.

6. As for the rest, claims for damages shall be excluded arising from fault during contractual negotia- tions, positive violation of contract, tortious act or violation of subsidiary contractual obligations in so far as they are not to be attributed to intent or gross negligence.
7. In so far as an essential contractual obligation is negligently infringed by IC INTRACOM Vertriebs GmbH, their legal representative or a person employed in performing an obligation for whom they are vica- riously liable, the obligation to render compensation for property damage and personal injuries shall be limited to the amount insured by IC INTRACOM Vertriebs GmbH’s liability insurance policy. Upon request IC INTRACOM Vertriebs GmbH undertake to grant the buyer access to the insurance policy.
8. There is a 12 month warranty period that begins upon passing of the risk. This period is a statutory period of limitation and shall also apply to claims regarding remedy of consequential harm caused by a defect in so far as claims are not asserted arising from a tortious act.
9. More far-reaching indemnification liability than that described above (§ 8, sub-clauses 1 – 8) shall be excluded.
10. Regulation in accordance with § 10 shall not apply to claims according to §§ 1 and 4 of the product liability act. The same shall apply to initial incapacity or impossibility which is to be answered for.
11. In so far as IC INTRACOM Vertriebs GmbH’s liability is excluded or limited, this shall also apply to the personal liability of their salaried employees, employed persons, staff members, representatives and per- sons employed in performing an obligation for whom they are vicariously liable.

§9 Software

1. In so far as computer programmes belong to the scope of delivery, a simple and restricted right of use and employment shall be accorded to the buyer. This means he/she may neither copy the software nor provide this to others for utilisation. Multiple right of use and employment is subject to a special written agreement. The buyer shall be liable for the full amount of damages arising from the infringement of this right of use and employment.

2. The programmes belonging to the scope of delivery are standard software that has not been checked by the seller and the seller shall not accept any liability or warranty for the function, faultlessness and pos- sible faultiness.

§10 Applicable law

1. The law of the Federal Republic of Germany shall be regarded as exclusively agreed for these terms and conditions of trade and for the underlying contract or all privities of contract between IC INTRACOM Vertriebs GmbH and the customer.
2. Other national rights as well as the standard international right of purchase (EKA and EKAG, each dated 17.07.1973) shall be excluded.

§11 Jurisdictional venue, place of performance

1. In so far as the customer has merchant status, the local court of Lüdenscheid, competent for the area of the place of business of IC INTRACOM Vertriebs GmbH, or in the event of an appropriate amount in dispute, etc. the regional court of Hagen, shall be regarded as the agreed jurisdictional venue.
2. The place of performance is the place of business of IC INTRACOM Vertriebs GmbH unless specified otherwise in the confirmation of order.

§12 Data protection

Giving due consideration to the Federal Data Protection Law, IC INTRACOM Vertriebs GmbH shall be ent- itled to process the data received concerning the buyer with regard to the business relationship or in con- nection with same, irrespective of whether the data were provided personally by the buyer or by third par- ties.

§13 Export

We would point out that the supplied goods may only be exported following prior approval on the part of the authorities. The Federal Office for Trade and Industry, Eschborn/Taunus, can provide binding informa- tion with regard to export. The buyer shall obtain the notices of consent before transferring the goods abro- ad.

§14 Exemption clause

Should a provision in these terms and conditions of trade or any other provision within the scope of other agreements be invalid, the validity of all other provisions or agreements shall not be affected. In this case such provision that comes closest to the presumed intent of both parties giving due consideration to the legal wording shall be regarded as agreed.