1. General Terms and Conditions

The general terms and conditions are applicable to all deliveries (for example, purchase or lease of software), performance (for example, services) and other agreements (for example, service contracts) that we offer.

2. Performance

2.1 Software:
We provide the contract partner with software for use pursuant to the program description and the user manual. COOR points out that according to technological standards it is currently not feasible to create computer software that is completely free of errors. COOR can, yet is not obligated to issue updates to the software. The software is protected under copyright law. Should COOR not own the copyright of the software or parts thereof, it retains the rights to allow its transfer and usage to or by third parties. The contract partner may only use the software in the manner specified in the contract (number of licenses, type of licensing and module scope). The contract partner shall not reverse engineer, decompile or change the software in any way. The contract partner shall not rent out, lease or transfer the software to third parties. The program can only be transferred with the permission of COOR.
2.1.1 Software Deliveries: COOR provides software licenses to its contract partner via download or media. The contract partner is responsible for the provision of the appropriate hardware and operating system.
2.1.2 Software lease: COOR provides the software to the contract partner for a limited time. The contract partner may only use the software in the manner specified in the contract. If the contract does not state a minimum duration, a minimum duration of 12 months shall be considered as agreed. At the end of the minimum duration, either contract partner can terminate the agreement in writing with at least one month's notice prior to termination. COOR is entitled to terminate the contract for valid reasons, i.e. late payment of the leasing fees or breach of license. The software lease has guaranteed value (see 2.3.4 Guaranteed Value clause).

2.2 Services:
COOR is entitled to outsource its services to third parties.
2.2.1 Technical Support:COOR shall provide services such as installation, technical support etc. to the extent possible given the technical conditions at the contract partner's location.
2.2.2 Trainings and Seminars: COOR reserves the right to postpone the dates of seminars and trainings. If after two alternative dates such a seminar or training has not taken place, it will be considered canceled and the fees will be refunded.

2.3 Service Agreement: 
A fully executed service agreement entitles the contract partner to the following service during the duration at no cost:
2.3.1 Updates, supply of new program versions: The contract partner is entitled to receive the latest release of the program version at no cost (Update). Installation of the updates is not part of the performance.
2.3.2 Helpline, technical support and application advice: The contract partner may contact COOR for support or advice or in the event of questions or problems with the software.  Any advice shall be in relation to the program package and its proper handling as well as questions related to the application and the appropriate workaround or solution involving the software. COOR has installed a helpline to enable a quick response to questions and problems. Contract partners may direct their requests to the helpline via fax, email or phone. The Helpline team shall analyze the request or the problem as quickly as possible and respond by phone or in writing. We provide advice and support to the best of our abilities. We cannot be held liable for any damages or their results based on our advice or support.
2.3.3 Duration, Termination: The service agreement shall be valid for an indefinite time and may be terminated by either contract partner in writing at the end of each contract year with three months' notice prior to end of the duration. COOR may terminate the agreement for valid reasons, for example, in the event of non-payment of the maintenance fees. The fees are billed in advance at the beginning of each contract year and shall be paid in full upon receipt of invoice. The amount of the fees depends on the number of licenses issued and the scope of the module. The service fees have a guaranteed value. In the case of software lease 2.1.2. the service agreement shall terminate automatically at the end of the duration of the software lease.
2.3.4. Guaranteed Value Clause: We have applied the Consumer Price Index (Verbraucherpreisindex) issued by the Federal Office of Statistics (Statistisches Bundesamt) as a measurement in calculating the added value whereby 2010 equals 100, or a similar index that takes its place. The average index of the year during which the order was placed shall be considered the base for fee adjustments in accordance with the guaranteed value clause. The fees shall be adjusted each year following the increase in the index or decrease of the average index per year of the preceding year in comparison with the average index per year of the year of the contract. Each adjustment shall be based on the fees agreed during the initial order.

3. Quotes/Prices/Payment

Our quotes are subject to change at any time and valid for 30 days. Any prices stated are quoted excluding value-added tax or shipping. Payment is due upon receipt of delivery. Interest on arrears are calculated at 6% above the base rate of the Deutsche Bundesbank. The contract partner shall not withhold payment due to incomplete deliveries, guarantee or warranty claims or defects or based on other causes for recourse. The goods remain the property of COOR until they have been fully paid for. Any agreements above and beyond the general terms and conditions must be made in writing.

4. Delivery

The Software shall be delivered as quickly as possible. Delivery dates are approximate. We cannot guarantee a specific date for delivery.

5. Warranty

The warranty is valid for 12 months. Defects shall be notified within 4 weeks following the delivery. The contract partner shall give a detailed description of the defect and request a solution within a reasonable time-frame. The contract partner shall take all necessary steps to facilitate the review and repair of the defect. COOR shall not be liable for any errors, interruptions or damages resulting from improper use or errors in the hardware or system errors. All other cases are covered under the warranty. The regulations of the BGB (German Civil Code) apply.

6. Indemnification

COOR shall be liable only for intentional damages on the part of the manufacturer. The burden of proof lies with the contract partner. In no event shall COOR be liable for minor or gross negligence. Compensation is limited to personal, material and financial damages not exceeding Euro 3 million.

7. Privacy

COOR expects its employees to adhere to the terms of §5 BDSG: Data Secrecy (Datengeheimnis).

8. Data Backup

Any backup of the contract partner's data is his or her own responsibility. Backup shall be done in regular, ideally short intervals appropriate to the project progress.

9. Jurisdiction and Applicable Law

Any disputes arising from this contract or other agreements shall be settled under the jurisdiction of the district court in Munich, Germany (Amtsgericht München). Unless otherwise agreed, the regulations under German law applicable to business transactions shall prevail. This shall be the case, whether or not the order is carried out internationally.

10. Severability

If a clause of this contract is determined to be unlawful and/or unenforceable and/or contain an omission, the other clauses of this contract will continue in effect. A lawful and/or enforceable clause will take its place that matches the intended business purpose. The same shall apply in the event of an omission.

11. Company Data

COOR GmbH . Altlaufstraße 40 . 85635 Höhenkirchen-Siegertsbrunn . Germany . +49 (0)8102 8979616 . office@coor.info . www.coor.info
HRB 194229 . UID Nr.: DE 279312809 . Authorized Chief Executive: Gerhard Sendlhofer