TERMS AND CONDITIONS
STATCON B. Schäfer, Schulstr. 2, 37213 Witzenhausen, Germany

Definitions

Customer a person or company buying or using STATCON Products.
Consumer a private person buying Products for private use.
STATCON (us, our) the Product vendor as identified on your invoice and, where relevant, Service Provider.
Order Confirmation acknowledgement of Product ordered by you, sent by STATCON.
Price stated in Order Confirmation.
Product as described in Order Confirmation, may include 3rd Party Products and Service Offerings.
Service Offering as described in Order Confirmation and STATCON service description document.
Service Provider STATCON or its authorised service experts.
3rd Party Products stated in Order Confirmation, not branded or manufactured by STATCON.
Software computer operating systems or applications.

Application

This Agreement applies to this sale, service and all statements made by STATCON in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by STATCON in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. STATCON may change this Agreement at its choosing.

Orders/Contract

Orders are accepted by writing, internet, telephone or fax but are only binding when accepted by STATCON and STATCON sends out the Order Confirmation in writing. Please check the Order Confirmation and notify STATCON of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement.

Price & Payment Terms

Quotations are only valid in writing and during the period that they state. If unstated, the period is 30 days (10 days for 3rd Party Products). STATCON reserves the right to change Products (incl. 3rd Party Products) at any time but STATCON guarantees you at least equivalent functionality and performance.

Price excludes tax, shipment, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause STATCON to adjust prices. Payment will be made before supply or service or, if agreed, within 10 days of the invoice date. STATCON may suspend deliveries or service until full payment. If payment is late, 3% above the minimum lending rate on the late amount and the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.

Delivery/Title/Risk

The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. STATCON may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become STATCONs agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. STATCON may sue for the Price before title passes. If you refuse delivery without STATCONs agreement, you must pay STATCONs expenses or loss resulting from that refusal, including storage costs, until you accept delivery.

Acceptance

When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If STATCON agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.

Warranty

STATCON guarantees to you that Product (excl. 3rd Party Products) will be free from defects for 12 months from delivery and spare parts for 90 days from installation. Should Product be defective within this period, STATCON will repair or replace Product within a reasonable time. You must allow STATCON to examine Product at your or STATCONs premises (at our choosing). STATCON owns any replaced Product or parts. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. STATCON manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice.

STATCON does not give a warranty or guarantee protection for:

• damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;


• damage caused by any party or other external force;


• fitness for any particular purpose;


• 3rd Party Products, Software and IM specified by you. You will receive the warranty for these products directly from their manufacturer or licensor;
  any instruction given by you and correctly performed by STATCON.

Services

Services (e.g. data analysis) will be provided by STATCON or Service Provider. Response times are estimates and may vary. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, training and/or consultancy.

Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in STATCONs assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty.

Liability

STATCON accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of STATCON, Service Provider or our employees, agents, subcontractors. Except for death/personal injury, this liability is limited to the lesser of EUR500,000 or Price.

STATCON does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by STATCON within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following STATCONs reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.

Software

Software not owned by STATCON is supplied subject to licence and warranty of the Software licensor. STATCON encloses the Software licence that you require with the Product where necessary; you must comply with that licence.

Export Control

You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.

Force Majeure

STATCON is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.

Confidentiality

Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.

Termination

STATCON may terminate this Agreement with written notice if you: 1) fail to pay on time and within 14 days of written notice, 2) breach or STATCON suspects you have breached export control laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.

Your obligations as a Customer

You are responsible for:

• your own choice of Product and its suitability for purpose;
  
• your telephone & postal charges in contacting STATCON, if any;

You must provide STATCON with all reasonable courtesy, information, cooperation, facilities and access to enable STATCON to perform duties, failing which STATCON shall not be obliged to perform any service or assistance. You are responsible for the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.

Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws and STATCONs data protection registration and you consent to this. You may instruct STATCON not to use your data for direct marketing purposes.

Consumer Rights

If you are a Consumer you may cancel your purchase at any time within 7 days of receipt and receive a refund of the Price paid. To do this you must inform STATCON in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement.

Jurisdiction

German law and the exclusive court jurisdiction of the German courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

Miscellaneous

If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. STATCON may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.

You can find all STATCON policies and notices via www.STATCON.com and you should refer to this site for any further updates.

Thank you for doing business with STATCON.

Date: October 2001