I. SatPro Int. Ltd. & Co KG General terms and conditions
1 Area of Application
The delivery and performance of SatPro is only in effect in accordance with the following commercial terms and conditions, as fas as nothing else is defined in written form. Notwithstanding any other commercial terms and conditions of costumers, especially terms and conditions of purchase, do not apply, namely insofar as they are explicitly contradicted. Different only apply, if the validity of the terms and conditions of purchase of the customer were approved by SatPro in written form.
2 Conclusion of Contract
Contracts are only concluded if they are confirmed in form of a written acceptance of order by SaPro, at the latest through the acceptance of delivery by the customer. This applies both with written and telephone orders. Oral, especially telephone-side-agreements or additional agreements have to be confiremd by SatPro in written form, in order to acquire effectivness. If SatPro keeps silence after later desire for alteration or additions, it means that they are rejected by SatPro.
3 Delivery and Service
SatPro has the right to deliver changed or adjusted products, which alter from the order of the customer, as long as the functions of the product is not affected and the change is reasonable for the contract partner. SatPro has the right to deliver and invoice parts of the order seperately. Informations about the time of delivery are not binding. Others only applies, if a binding delivery time or day of delivery was explicitly agreed on in written form. Delivery time starts with the dispatch of the acceptance of order. It extends itself for the time, which the customer is behind schedule with advance performance. Agreed days of delivery are considered as adhered to, if the contractual product was consigned to the person, who carries out the delivery, within the period fixed. In case of delays in delivery, out of reasons, which do not lie in SatPros control, the contractual products could be stored at buyer's risk and expense. Also agreed days of delivery are subject to unexpected events and hindrance, e.g.: force majeure, govermental measures, denial of official requirements, labor disputes of any kind, obstructions, shortage of raw materials, delayed delivery of material through no fault of one's own. Such, like events are prolonging accordingly the day of delivery, even though if a delay already occured. In case SatPro is behind its delivery schedule for over four weeks, the customer has the right to withdraw from contract to the exclusion of further claims, after he set a period of grace in written form. As far as the delivery delay over stays six weeks, SatPro has the right to withdraw from the contract in full or in parts.
4 Acceptance and Bearing the Risk
SatPro is authorised, but not obliged, to insure the goods at the customers expenses against transport hazard of any kind. This and the eventual acceptance of the shipping charges have no influence on the passing of risk. The risk of the contractual product is passed on to the customer with the transfer of it to the shipper, his delegates or other persons, which are named by SatPro, latest however, with the transfer of the contractual product to the customer or his delegate. As far as the delivery is impossible or delays, without SatPro bearing any fault, the risk is passed on to the customer. This also applies, if the contractual product is reshiped after repair of deficiencies respectively valuable service features. The customer has to inspect the contractual products right after delivery for complete and in accordance with the invoice. If no objection is given in the course of eight days after receipt of invoice purchase is deemed to be effected.
5 Price and Terms of Payment
The agreed respectively named price from SatPro is understood net ex stock company SatPro additionally the legitimate VAT. Legitimate tributes of the country of delivery, as well as shipping charges and costs of cargo insurance are to be seperately charged. The invoice is to be carried out in time with delivery. Payment has to be made after invoice. Drafts and cheques are only accepted on account of performance. From the day of the first reminder is SatPro entitled to a default interest at a rate of 5 % above the current bank rate of the Deutschen Bundesbank. The right to claim any additional damage for delay shall remain unaffected. SatPro has the right, but is not obliged, despite different regulations of the customer, to add payments to his already existing debts. If costs and interest already arouse from delay, SatPro has the right, but not the obligation, to add the payment to the sum of invoice, than to the interest and in the end to the major payment. The customer has no right to substract emerging costs from SatPro's sum of invoice. If the customer does not meet the demands, which result from the present contract with SatPro, in particular the purchase commitment or obligation to pay, or else it becomes known to SatPro that the financial situation of the customer has substantially deteriorated, especially in case of petition in bankruptcy or insolvency proceedings about the capital of the customer, shall all outstanding bills from the running business tie be paid at once, regardless of agreed payment in installments, cheques or drafts with a later due date.
6 Reservation of Proprietary Rights
The goods which are delivered by SatPro will be property of SatPro until all outstanding as well as future bills from this contract are fulfilled, plus all outstanding bills from the whole business connection. The customer is revocably authorised to sell the goods that are subject to the reservation of title only in the usual course of business. As soon as the customer gets into default of payment, suspends his payment, in case of petition in bankruptcy or insolvency proceedings about the capital of the customer, then SatPro is authorised to invoice the reservation of proprietary rights. In this case SatPro is entitled to enter the business premises of the customer and to acquire the goods that are subject to the reservation of title. The assertion of the retention of title or garnishment is not considered as a withdrawal from contract, provided that the customer is a businessman. The customer assigns the receivables from the resale of the goods, that are subject to the reservation of title, in the height of the respective invoice value of the goods that are subject to the reservation of title, already at the time of order to SatPro. By request of SatPro the customer has to name the assigned receivables. SatPro has the right, in order to secure its payment claims, to unconceal the assignment. The customer has the right to ask for a reduction of the effective deposit to the actual price of the goods. The amount of the deposit, which is to be released, is defined by SatPro. The customer is not entitled to pledge or assign the goods as security. If a third party is accessing the goods that are subject to the reservation of title, the customer has to inform SatPro about it. In case the customer is selling the goods to a third party, the customer takes the responsibility, to ensure that the third party is respecting the rights of SatPro.
SatPro guarantees that the delivery item is not damaged and that the warranted quality is available. Both parties acknowledge that according to the latest state of art, shortcomings in the software may not be excluded under all service conditions. Technical data and specifications which are listed in the product information do not ensure specific characteristics in legal understanding. Such an assurance only exist, if it is given by SatPro explicitly in written form. Guarantee claims towards SatPro start with the delivery to the customer and are subject to a limitation period of twelve months in case of commercial customers and of twenty-four months in case of non-commercial customers. Irrespective of that gives SatPro further guarantee from the producer in full, without answering for them. SatPro has the right to choose, in case of warranty, between the abolishment of the blemish or the replacement. Replaced parts will be transferred into the ownership of SatPro. In case SatPro does not clear the blemish within a reasonable time, which has to be recorded in writen form, the customer has the choice to cancel the contract or to ask for a reasonable discount of the purchase price. In the event of repair, SatPro will meet the costs. This does not include travel expenses, mailing expenses and all other expenses, which are part of shipment, e.g. transport insurance, that one has to be paid by the customer. In addition the customer as to pay all additional expenses, which occure in case of replacement, e.g. mailing expenses. The obligation of the customer to pay the named expenses does not apply as long as they are exceeding the order value. If the examination of a notice of defect results in the absence of a case of warranty, SatPro has the right to request a refund of all expenses. Expenses for inspection and reparation will be charged according to the actual service-price of SatPro. SatPro does not guarantee that the programming functions satisfy the requirements of the customer, unless it is agreed on, in writen form.
8 Industrial Property Rights and Copyright of Third Parties
SatPro is only liable for a violation of industrial property right and copyright of third parties in case of personal negligence. The customer has to inform SatPro immediately about all demands, which occur on this account. Satro will keep the customer clear from eventual expenses in case of jurisdical defense of industrial property rights and claim for damages by third party. As far as delivered products were manufactured according to the instruction of the customer, he has to release SatPro of all claims from a third party, which may occure based on a violation of industrial property rights and copyright. Possible legal charges have to be advanced adequately to SatPro.
SatPro is always liable for compensation, irrespective of the legal grounds, to the exclusion of further claims, as following: SatPro is liable only for damage caused deliberately or due to gross negligence of employees and executive employees, as well as severe faults of organisation in the entire amount of damages. In case of a violation of important contractual obligations and grossly negligent behaviour from members of staff are claims for damage limited to the extent of the originated damage and lost profit. SatPro had to be able to anticipate this profit as a result of the violation of contract or under consideration of all circumstances about which SatPro had to be informed. All claims for damages expiress after the period of six months from delivery, respectively after providing the services.
10 Export and Import Approval
Delivered products and technical know-how are for the use and disposition in the delivery-country, which was agreed on with the costumer. The re-export of single or in systems integrated contractual products are subject to approval for customers and is strictly liable to the regulations of foreign trade of the Federal Republic of Germany or to the agreed delivery-country. The customer has to enquire independently about german regulations at the Federal Commerce Office, for US regulations at the US Department of commerce, Office of Export Administration, Washington, D. C. 20230. Even if the customer indicates the final destination of the delivered contractual good, he has to obtain all neccessary licences from the competent foreign trade office, before he exports the product. Every further delivery to a third party, with or without SatPros knowledge, requires a transfer of the export-authorisation-terms. The customer is liable for the correct adherence of those terms.
11 EC Import Turnover Tax
Has the customer his domicile outside of the Federal Republic of Germany, he is liable to comply with all relevant rules regarding to the import turnover tax of the European Community. Corresponding to this is the disclosure of the import-turnover-tax-identification-number to SatPro, without special enquiry. The customer is obliged to inform SatPro about his statistic compulsory registration if questioned. The customer is liable to compensate SatPro for any expenses, e.g. administrative charges, which may emerge from incomplete respectively faulty informations on the import turnover tax. All liability of SatPro following information from the customer is excluded, as far as SatPro did not act willfully or grossly negligent.
12 Generall Terms
Regarding the place of performance and the place of jurisdiction applies the following for distribution partners, who are business people and for which the contract belongs to the mercantile trade as well as for distribution partners, who are legal entities under public law or represent special fund under public law:
The place of performance and of jurisdication for all disputes arising from contracts, which were conducted in accordance with the general terms and conditions is Kirchbarkau. Notwithstanding, has SatPro the right to sue the distribution partner at any other legal place of jurisdiction. These general commercial terms and conditions employ the legal regulations of the Federal Republic of Germany. Excluded are the "Einheitliche Kaufgesetz"(EKG), the "Einheitliche Vertragsabschlussgesetz" (EAG) as well as the Wiener UN agreement about the international movement of goods (UNICITRAL). The processing of orders is effected inside of SatPro with the help of automatic data processing. The customer agrees explicitly with the processing of necessary informations, which emerged from the contract and are essential for the processing of order. Should one or more regulations of the general commercial terms and conditions be or become invalid, have the contractual partner to exchange or complete the ineffective or incomplete regulation with a reasonable adjustment. The validity of the other regulations stays intact.
II. SatPro Int. Ltd. & Co KG Business Conditions for the Service D+
SatPro (in the following called 'SP') is a service provider.
The SP provides access to INMARSAT-service D+
1 Object of the Terms
The following terms regulate the usage of the serive D+ between the SP and the end customer (in the following called 'User').
2 Inception of Treaty
The provision of a service D+ requires registration with the SP. As the User, only persons of full age or a juristic person is accepted. The SP reserves the right to reject an application for registration in individual cases on the basis of good reasons.
2.2 Provision of services
A service is considered to be provided when the User has been informed in writing.
In case the client is a registered trader, for all propriety conflicts resulting directly or indirectly from the contractural relationship, the jurisdiction is the court of justice of Kirchbarkau. A possible exclusive court of justice remains unaffected in this context.
4 Data Protection
Individual-related data is collected, processed and used, without further agreement, only for the purpose of supplying access, usage and accounting. For contract handling, for the Hotline and here especially for the technical support as well as for accounting, the user data, in the framework of commissioned data processing, can be transferred internally or to commissioned enterprises. In either case, the SP ensures the same protection of the individual-related data, as it is stipulated in clause 1.
5 Service D+ (Subject of Contract)
The SP faciliates the use of the services provided by the service D+ to the limit of the existing technical and operational possibilities. The range of services, especially system requirements and individual prices, are depending on the particular rate chosen by the User, which are listed in the specifications/price list, additional conditions or special agreements. The services listed in these registers are valid, unless stated explicitly different in these Business Conditions or in the according specification/price list.
6 Further Duties and Obligations of the User
In particular, the User is obliged to
6.1 pay the agreed prices according to the price list in due time. For each dishonoured cheque or each dishonoured / rejected debit note, the User has to reimburse the SP the resulting costs to the extend he is responsible for having generated the costs.
6.2 notify the SP of changes of address
6.3 not exploit the service D+ improperly.
7 Limitation of Liability
7.1 For events causing damage, which result from the use of D+, SP is liable only when gross negligence or intend is evidenced.
7.2 Is the SP in default with its services or impeded in providing the services for any circumstances beyond its influence, the SP is liable to a maximum amount of Euro 1.000.
7.3 Liability of all other damage is excluded.
8 Use by Third Parties
8.1 Third parties are all natural or juristic persons which are not Users as defined under clause 1.
8.2 It is not allowed to provide third parties access to the services without specific written consent of the SP.
8.3 If a consent as of clause 8.2 has been refused, the User has no right for an extraordinary notice of cancellation.
8.4 Regarding the prices, pay attention especially to clause 9.6.
9 Prices, Price Changes, Conditions of Payment
9.1 Applicable is the effective fee for the selected rate, following the specifications/price list.
9.2 The payment for the D+ services are effected by the SP issuing an invoice. Differences are stipulated in the specifications/price list, additional conditions or special agreements.
9.3 Starting with the day of initiation of access to the D+ service, monthly prices are to be paid proportionally for the rest of the month. Thereafter, the prices are to be paid monthly in advance, and are due upon receipt of the invoice. When the price for parts of an accounting month is to be calculated, then it will be done proportionally for each day, based on the monthy price. A full month will be billed when the User cancels the contract before the end of an accounting month.
9.4 Other prices are to paid after provision of service and receipt of the invoice.
9.5 In case of denied access the User remains oligated to pay for the full monthly prices. There is no proportional compensation.
9.6 The User is also obliged to incur expenses originated by unauthorized usage.
9.7 The amount of an invoice is to be paid into the bank account stated on the invoice, and has to be credited latest on the tenth day after receipt of the invoice. In case of direct debiting authorization, care has be taken for sufficient backing.
9.8 The SP is entitled to change the effective fees for the services. The SP will inform the User in written about the changes. At the same time the SP will explicitely point out to the User, that the changed effective fees will become effective, if the User does not object to the change of effective fees within six weeks in written form. The contractural relationship will then continue with the changed effective fees.
9.9 Objects the User in time, then both parties are entitled to cancel the contractural relationship with a time limit of one month to the end of a calendar month.
10 Modification of Performance
10.1 The SP is entitled to change individual performance features. The SP will notify the User of any modifications of the performance. A notification can also be in written form. At the same time the SP will explicitely point out to the User, that the changed contractural relationship will become effective, if the User does not object to the change of contract within six weeks in written form. The contractural relationship will then continue with the effective changes.
10.2 Objects the User in time, then both parties are entitled to cancel the contractural relationship with a time limit of one month to the end of a calendar month.
11 Complaints / Objections
Objections against invoiced prices or performances of the SP have to be raised in written form and preferably immediately after receipt of the invoice, at the latest however eight weeks after the billing date. Omission of timely objections are considered as acceptance. Legal claims of the User remain untouched. Further details arise from the specifications/price lists.
12 Arrears (Freeze/Termination)
12.1 In case of delayed payment of the User and the occurrence of the conditions stated in clause 12.2, the SP is entitled,
12.1.1 to impose a freeze on the access of the User to the D+ service, at the expense of the User. In this case the User remains obliged to pay the monthly fees.
12.1.2 to terminate the contractual relationship without keeping the term.
12.2 The measures of clause 12.1 can be taken if the User is in arrears
12.2.1 for more than two weeks, with the payment of the prices or with a substantial part of the prices, or
12.2.2 over the timeframe of more than two weeks, with the payment, amounting to a sum of twice the monthy base fee.
12.3 The SP has the reservation to assert further claims because of delayed payments.
12.4 If the SP gets into arrears with the performances owing and is accountable for the delays, then the User will be reimbursed for the fees accumulated over that period. The User is entitled to withdraw from the contract only, if the SP is not complying within an appropriate timeframe given by the User, for reasons the SP has to account for.
13.1 In principle, the contractual agreement is for both partners, allowing for the terms according to clause 13.2, terminable at the earliest after 12 months. In case of termination before the end of an accounting period, attention should be paid in particular to clause 9.3.
13.2 The termination has to be received in written form by the SP or the User at least six workdays before the day of it becoming effectual. A Saturday is not included in the workdays.
14 Other Conditions
14.1 The User can transfer the rights and duties of this contract to third parties only with prior written consent of the SP.
14.2 Mailing of notifications to the SP via eMail is sufficient for the written form only, if this is explictly stated in these Business Conditions.
14.3 The directives of the Product Liability remain untouched.
14.4 For the contractural relationships of the contract partners, the German Law is applicable.
Dated: 01.12. 2006