Legal Notices

General Terms and Conditions of UNI-DATA GmbH

§ 1 General conditions and scope of application
(1) All our proposals and performances are based exclusively on the following General Terms and
Conditions (hereinafter “conditions”). These terms and conditions are a component of all contracts
UNI-DATA GmbH (hereinafter “Contractor”) concludes with its principals. They also apply for all future
performances or proposals to the principals even if they are not agreed upon again separately. Performances
are understood to be all work by Contractor as set out in the contractual performance descriptions
or in the proposals.
(2) Terms and conditions of Principal or of third parties do not apply even if Contractor does not explicitly
contradict them in the individual case. The fact that Contractor refers to a written communication
containing conditions of business of Principal or of a third party or that refers to such conditions does
not imply that Contractor agrees that those terms and conditions shall apply.
§ 2 Proposal and contract conclusion
(1) All proposal of Contractor are non-committal and not binding, unless the proposal is designated as
binding or contains a specified acceptance deadline. Contractor can accept orders or commissions
within fourteen days of receiving them.
(2) The legal relations between Contractor and Principal are subject solely to the written concluded
contract inclusive its annexes and these terms and conditions. The written contract constitutes the full
scope of all agreements between the contract parties concerning the contract subject. Verbal assurances
given by Contractor prior to contract conclusion are not legally binding. Verbal agreements between
the contract parties are superseded by the written contract. In the event that the parties waive
conclusion of a written contract, then conclusion and content of the contract between the parties shall
be governed solely in accordance with the written order confirmation issued by Contractor.
(3) Additions and changes to the agreements reached in the contract, including these conditions, must
be set out in writing to be effective. Declarations and notifications during and within the context of contract
execution can also communicated be in electronic or text form.
§ 3 Prices and payment
(1) The prices apply for the performance and delivery scope set out in the contract. Additional or special
performances are billed separately. Prices are quoted in EURO and understood as plus the respectively
applicable statutory VAT.
(2) Unless agreed otherwise in writing, invoice amounts are payable within fourteen days as from invoice
date without any discount whatsoever. Promptness of payment is decided by the date of receipt
by Contractor. Cheques are first deemed as payment when they are redeemed. In the event that Principal
fails to pay when due, then outstanding amounts collect interest at the statutory rate reckoned as
from the last day allowed for payment. This shall not prejudice the right to assert higher interest and
further default damages.
(3) Principal may only offset with counterclaims or withhold payments due to such claims if the counterclaims
are uncontested or established with lawful finality.
(4) Contractor is entitled to execute or render still outstanding deliveries or performances only against
payment in advance or provision of collateral if after contract conclusion circumstances become known
to Contractor that would appear to significantly diminish the creditworthiness of Principal and put at
risk payment of open receivables of Contractor from the respective contractual relationship (including
those from other individual orders under the same master contract).

UNI-DATA GmbH as of 01.09.2014
§ 4 Performances and execution times
(1) All performances are rendered during the usual hours of business of Contractor by own personnel
of Contractor or by subcontractors commissioned by Contractor.
Subcontractors Contractor deploys at Principal work as independent enterprises. They are in no way
in any contractual relationship with Principal. The distribution of work, type and all other essential
characteristics of the activity and any new dispositions that may be made must be agreed exclusively
between Principal and Contractor, whereby Contractor will give all consideration possible within the
context of the contract to wishes of Principal as well as any special circumstances there may be.
Principal has no right to instruct or direct the personnel of Contractor and/or of subcontractors deployed
by Contractor. However, such persons must observe the specialist stipulations of Principal in
the business premises of Principal and/or at the foreseen performance places inasmuch as this is
necessary for orderly execution of the order.
(2) Execution dates and deadlines for performances promised by Contractor are invariably understood
as only approximate, unless a firm time or date is explicitly assured in the contract. If only a goods
shipment is agreed, then delivery times and dates relate to the time at which goods are handed over to
the freight haulier, freight agent or other third party commissioned to undertake the transportation.
(3) Not withstanding his rights from default of Principal, Contractor can request from Principal that
delivery times are extended or delivery dates postponed by that time in which Principal fails to fulfil his
contractual obligations toward Contractor.
(4) Contractor is not liable for impossibility of execution of the performances or their delay if these are
caused by force majeure or other occurrences that were unforeseeable at the time of contract conclusion
(e.g. operating disruptions of all kinds, difficulties in the procurement of materials or energy,
transport delays, strikes, lawful lockouts, scarcity of labour, energy or raw materials, difficulties in the
procurement of necessary official permits, official measures or lacking, incorrect or untimely delivery
from suppliers). Contractor shall be entitled to withdraw from the contract if the delivery or performance
becomes significantly more difficult or is rendered impossible for Contractor due to such occurrences
and the impediment is more than merely temporary. If temporary hindrances occur, the delivery
or performance times prolong or the delivery or performance dates are postponed for the duration of
the impediment plus an appropriate recovery time. Principal can promptly declare to Contractor in
writing his withdrawal from the contract if Principal cannot reasonably be expected to accept the delivery
or performance as a result of the delay.
(5) If Contractor is in default with a performance or if a delivery or performance becomes impossible
for Contractor for whatever reason, then the liability of Contractor shall be limited to damage compensation
in accordance with § 7 of these conditions.
(6) If Principal is in default with acceptance of performances offered by Contractor on time, e.g. due to
deficient cooperation of Principal pursuant to § 5, then Contractor shall be entitled to assert the damages
so incurred (out and return travel costs, employee hours, lost earnings, extra expenditure etc.). In
this case the employees of Contractor or of his subcontractors shall be entitled to leave the devices
foreseen for installation behind at the foreseen place of installation, unless following consultations
Principal issues explicit instructions to the contrary. In this case Principal bears the risk of coincidental
deterioration or loss of parked technical devices, including their accessories, other goods or materials.

UNI-DATA GmbH as of 01.09.2014
§ 5 Duties of Principal
(1) Principal creates all preconditions necessary in order that the personnel of Contractor can promptly
render performance in the Service Center of Contractor or at the respective performance places
agreed with Principal or his customers. This includes especially, but not only, timely delivery of the
devices in the Service Center of Contractor in the case of customising or in the event of onsite service
access to the premises or construction site, power supply for the working devices used by the personnel
and access to hardware and software or peripheral devices.
(2) Principal ensures for the supply of materials or accessories and organises necessary preliminary
works (e.g. status recordings of the data processing plant, documentation, technical information, etc.).
Unless explicitly provided for otherwise in the contract, for the duration of the contract Principal assumes
at his own cost to provide further performances, such as also access to data processing units,
downtime of systems, programs, etc.
(3) Unless explicitly regulated otherwise in the contract, before the agreed performances are executed
or before possible later defect remedy work is carried out or replacement deliveries made, Principal
prepares on his own responsibility and at own cost backup copies on external data carriers of all programmes
and data used by him. Contractor assumes no liability whatsoever for any data loss and the
consequential damage from this. Liability is governed according to § 7 of these conditions if deviating
from these conditions Contractor explicitly owes data backup storage.
Contractor is under no obligation to draw the attention of Principal to the possibility of data loss or
advise that backup copies should be made before work commences.
(4) Principal vouches that he is entitled to grant to Contractor the right to use provided systems and
programmes. Principal reimburses Contractor for or indemnifies Contractor against all costs, expenditure,
claims etc. incurred by Contractor because a third party contests the usage right or attempts to
prohibit the usage right. Principal is obligated to carry out regular maintenance and upkeep of the system
and programmes and is responsible for the necessary updates/upgrades of the programmes.
Principal vouches that the system and the programmes will not be changed or modified in a way that
impairs or hinders Contractor in rendering the performances.
(5) Principal will ensure that liaison persons or their deputies appointed at contract conclusion are
continually available during the term of the contract.
§ 6 Acceptance and warranty
(1) Promptly after the deployed personnel notify completion, Principal or third parties appointed by
Principal must carefully inspect installed or repaired devices and other performances and accept them
in writing. If acceptance is not declared in writing, then all works are deemed to be approved if Contractor
has not received a complaint in writing or text form within seven working days following conclusion
of the work regarding obvious defects or other defects that were recognisable in a prompt and
careful inspection of the devices, or otherwise within seven working days after discovery of the defect
or after any other earlier point in time at which the defect became recognisable to Principal in normal
use of the device without closer inspection. If Principal is an enterprise, then warranty claims only exist
if Principal has fulfilled his inspection and compliant obligations owed pursuant to § 377 HGB (German
Commercial Code).
(2) Contractor is entitled and obligated to perform subsequent improvement within an appropriate period
of time in the event of deficiently installed or repaired devices or deficient performances. Principal
can withdraw from the contract or reduce the remuneration if the subsequent improvement fails twice,
i.e. in the event that it is impossible, unreasonable, if Contractor refuses or if the subsequent improvement
is inappropriately delayed. In the event that Principal chooses to withdraw, then the right of
withdrawal is restricted to the individual defective performance in question.
(3) Principal can only demand damage compensation under the prerequisites specified in § 7 if a defect
is founded in a fault of Contractor.

UNI-DATA GmbH as of 01.09.2014
(4) The warranty is void if Principal changes the devices or has them changed by third parties without
the consent of Contractor and this renders the defect remedy impossible or unreasonably more difficult.
In any case Principal must bear the additional costs of defect remedy caused due to the change.
§ 7 Liability
(1) The liability of Contractor for damage compensation, irrespective of legal grounds, especially due
to impossibility, default, deficient performance (assembly, installation or repair, etc.), breach of contract,
breach of duties in contract negotiations and unlawful acts is governed in reason and amount
exclusively according to the following regulations.
(2) Contractor, his lawful representatives, employees or other vicarious agents shall not be liable for
minor negligence, unless this concerns a breach of essential contract duties. Essential contract duties
are timely installation and repair of the devices and compliance with the essential advisory, safeguarding
and safekeeping obligations enabling Principal to deploy the devices contractually or serving the
purpose of protecting body or life of personnel of Principal from harm or the property of Principal
against significant damage.
(3) Inasmuch as Contractor is liable pursuant to § 7 (2) in terms of reasons for damage compensation,
then this liability is limited to damages that Contractor foresaw at contract conclusion as possible consequences
of a breach of contract or must have foreseen in the exercise of the due care usual in
business. Indirect damage and consequential damage resulting from deficiencies in the installation or
repair of a device are moreover only eligible for compensation if such damage must typically be anticipated
when the devices are used for their intended purposes.
(4) If Contractor is liable for breach of duty in simple negligence, then the obligation to compensate
damage to property and pecuniary losses is limited to EUR 100,000.00 per damage occurrence. Liability
is limited to a total of EUR 300,000.00 in the event of more than two damage occurrences founded
in the same cause (e.g. repetitious assembly errors) or if goods with the same defect are manufactured/
delivered (series damages).
(5) If Contractor stores goods (e.g. technical devices or device parts before or after being processed)
in the Service Center of Contractor, or at other places as Contractor chooses, then the liability of Contractor
for loss or damage of the goods during storage (including while putting into or taking out of
storage) is limited to EUR 5.00 kg gross weight of the goods, but at most to EUR 5,000.00 (EUR
25,000.00 in the event of inventory differences) per damage occurrence and in any event to EUR
2,000,000.00 for all claims per damage occurrence, unless the loss or damage was caused due to
gross negligence or wilful conduct on the part of Contractor, his managerial employees or due to the
breach of essential contract duties. If an occurrence damages several parties, then Contractor shall be
liable to those parties pro rata in the ratio of their claims.
The aforesaid liability limits for storage include pecuniary losses incurred by Principal.
(6) Contractor is liable for damages occurring during transport exclusively pursuant to the statutory
provisions applicable for the transportation means in question.
(7) The foregoing liability exclusions and limitations also apply in the same scope in favour of the lawful
representatives, employees and other vicarious agents of Contractor.
(8) The limitations of this § 7 do not apply for the liability of Contractor due to wilful conduct, for assured
characteristics, for injury to life, body or health or for liability according to the Product Liability
Act. The same applies in the event that overriding statutory regulations stipulate otherwise.

UNI-DATA GmbH as of 01.09.2014
§ 8 Indemnity entitlement of Contractor
If in the context of the owed performances Contractor assembles, processes or installs exclusively
devices and materials provided by Principal, then Principal must indemnify Contractor and his vicarious
agents against all third party claims under the Product Liability Act and other regulations protecting
third parties, unless Contractor or his vicarious agents have brought about the third party claim by
virtue of gross negligence or wilful conduct.
§ 9 Statute of limitation
(1) Claims from the contract with Contractor are statute-barred after one year. The statutory limitation
period begins for all claims with expiry of the day on which the performance was completed or accepted
in the meaning of § 6 (1).
(2) The aforesaid limitation period does not apply in the cases named in § 7 (8) or if statutory limitation
provisions apply mandatorily.
§ 10 Data protection and secrecy
(1) Data related to performances or customers arising while rendering performances may also be
stored and processed by Contractor on his servers or other data processing units. Principal declares
himself explicitly agreed with this.
(2) The contract parties observe the regulations of data protection law, and they shall especially implement
the technical and organisational requirements demanded by these statutory stipulations. Contractor
will be deemed as acting on behalf of Principal in the meaning of § 11 BDSG (Federal Data
Protection Act) if in the execution of this contract Contractor gains knowledge of data of Principal related
to persons. Contractor will process or use data related to persons only in the context of this contract
or according to other written instructions of Principal and will do so solely in accordance with the
provisions of data protection law.
If necessary, the parties shall conclude a separate contracted data processing agreement.
(3) In the context of contract execution Contractor and his subcontractors will access data of data processing
units and – inasmuch as necessary – also access the networks of Principal; these parties
therefore commit to keep the data necessary for this access and the data stored there secret and to
not disclose these data to third parties, also not to third parties in their own corporate group of enterprises.
(4) After the contract ends Contractor still has the right to keep the data related to performances or
customers for 6 months on the data processing units of Contractor. However, when this period expires
Contractor remains entitled to keep these data until the statutory archiving period ends inasmuch as
said data must be kept in order to comply with statutory archiving obligations.
(5) Contractor and his subcontractors commit to impose a written obligation on their employees entrusted
with processing data related to persons to observe data secrecy in accordance with § 5 s. 2
(6) Contractor and Principal will treat as confidential all data and information concerning the respective
other contract partner that are not publicly accessible.

UNI-DATA GmbH as of 01.09.2014
§ 11 Concluding provisions
(1) Place of jurisdiction for any contentions that may arise from the business relationship between
Contractor and Principal is as Contractor chooses either Augsburg or the domicile of Principal. Augsburg
is exclusive place of jurisdiction for legal actions against Contractor. This does not prejudice overriding
statutory stipulations governing exclusive places of jurisdiction.
(2) The relations between Contractor and Principal are governed exclusively by the laws of the Federal
Republic of Germany. The United Nations Convention on Contracts for the International Purchase of
Goods dated 11 April 1980 (CISG) does not apply.
(3) If individual regulations in the contract contradict these conditions, then the contract regulations
shall take precedence. If the contract or these conditions should contain regulatory gaps, then such
gaps shall be amended in that the lawfully effective regulation is deemed as agreed which the parties
would have agreed according to the economic objectives of the contract and the purpose of these
conditions had they recognised the regulatory gap.