General Terms of Business

As of 1 June 2004, revised as of 1 January 2005

Subject of the following terms is the granting of rights of use on user software, referred to hereafter as "software", by EDI Center GmbH (referred to in the following as "EDI Center").

Art. 1 Applicability

Only the present terms apply in all cases. Any terms of the user that contradict or differ from the terms of EDI center will not be recognised unless EDI Center consent to them explicitly in writing. These terms apply even in the case that EDI Center, in awareness of any terms of the user that contradict or differ from these terms, should supply software to the user without reservation.

All agreements made between EDI Center and the user that relate to executing the present agreement have been set forth in writing in this agreement.

These terms are applicable only to companies in the meaning of Art. 310 par. 1 BGB (German Civil Code).

Art. 2 Scope of Services

The software will be provided to the user.

Other services to be provided by EDI Center, in particular installation and maintenance of software, must be agreed upon individually. If EDI Center install the software, EDI Center will on this occasion examine the computer system (CS) provided by the user to determine whether it meets requirements for long-term data backup security and, if not, will indicate to the user the need for modifications.

Art. 3 Assistance by the User

The user will immediately provide EDI Center with any information necessary for providing the services stipulated in this agreement. The user will specifically name in due time a contact person who will be competent and responsible for supplying binding information on organisational issues.

The user will assume any additional expense that may arise for EDI Center as a result of having to repeat any tasks due to incorrect, later corrected or inadequate information that was supplied by the user. The user will ensure that technically competent staff trained in the operation of equipment and software will be available no later than at the time when a program is to be handed over.

The user will maintain up to date the documents received as well as communications concerning modifications or concerning the services listed in Art. 2 paragraph 1 and will archive these.

The user consents to the storage or processing by EDI Center of personal data, in the meaning of data protection laws, to the extent required for executing the standard agreement on granting rights of use on user software.

Art. 4 Scope of Usage

The user receives the non-transferable, non-exclusive right to utilise, in connection with a given CS identified in detail in the agreement, the software received from EDI Center as well as program documents. Any exploitation beyond this, in particular multiple use, is prohibited. The user is not entitled to perform modifications, extensions or to intervene in any other manner in the software. EDI Center is entitled and obliged to carry out such measures for the purpose of fulfilling the agreement. The user is not permitted to develop source code from the software.

A separate licence is required for each CS on which the software is to be used. The right of software use granted for a given CS will however apply temporarily to use on another CS if this should become necessary as a result of the given CS becoming unavailable due to malfunction. If the user wishes to permanently exchange computer systems, i.e. to replace the original one, the user is obliged to ensure that the new CS meets program requirements. In any case of doubt the user must consult with EDI Center.

All rights to programs and documentation, both to the originals and to copies, in particular the right to distribute, publish and reproduce them, remain the property of EDI Centre. The user is not permitted to transfer rights or duties arising from this agreement to third parties, including in particular passing on a program or program documents.

Copies or other reproductions of the software and documents to which rights are granted is only permissible for internal use, in particular for the purpose of back-ups or archiving. The user undertakes to treat confidentially all information concerning programs, methods and techniques as well as the documents pertaining to licence software and to take all measures necessary to prevent unauthorised access to the programs by third parties. Upon termination of use, the software to which rights are granted as well as documents and any duplicates made by the user are to be returned to EDI Center or destroyed without being explicitly requested to do so.

Art. 5 Remuneration and Terms of Payment

Remuneration will be calculated on the basis of the prices listed in the order slip. Additional services not specified in the order slip will be calculated based on the rate per day stipulated.

All prices will be deemed as excluding any value-added tax due by law at the point in time the service is rendered and as immediately payable without discount when due. Only claims that have been recognised with legal effect or are undisputed may be used to offset claims asserted by EDI Center.

In the case of any delay in payment, EDI Center is entitled to claim interest at a rate of 8 per cent above the base interest rate in the particular case. Any rights by law pertaining to withdrawal from the agreement or to damages to which EDI Center is entitled remain unaffected thereby.

Art. 6 Periods of Time for Delivering Services

Commencement of the delivery period stated by EDI Center presupposes the following: all technical issues have been resolved; EDI Center has received on time all of the documents to be provided by the user; and the stipulated advanced payment has been received.

Acts of God, strikes, unfavourable weather conditions as well as any other events resulting in a delay in delivery for which EDI cannot be held responsible will extend the stipulated delivery term for as long as the hindrance lasts. Should delivery become impossible on account of the aforementioned circumstances, EDI Center is entitled to withdraw from the contract. The user will be notified without delay of the circumstances and, in the former case, of the anticipated length of the delay in delivery or, in the latter case, of the withdrawal from the agreement. In the case of withdrawal from the agreement, any remuneration for services rendered by the user will be returned immediately. The user is not entitled to damages on this account.

Art.7 Acceptance and Liability for Defects

The programs developed by EDI Center will be deemed to have been accepted by the ordering party if that party does not provide written notice, within one week of transfer, of the intention of not accepting the program due to defects.

Subject to Art. 7.6 and Art. 8 and precluding any further claims, EDI Center will not be liable for defects of goods or title unless: the user notifies EDI Center of the defects in writing, within 10 days in the case of defects unable to be discovered without detailed investigation, or immediately in all other cases; the user has furthermore followed the instructions given by EDI Center pertaining to putting the delivered program into operation, using it and maintaining it; and the user has met all obligations, including adherence to the maintenance intervals indicated. The regulation stipulated in Art. 377 HGB (German Commercial Code) remains unaffected thereby.

If upon examination EDI Center is unable to identify the defect, the user will bear the expense of examination. The same will apply in the case that the failure is the result of faulty program use or of any other circumstance for which EDI Center is not responsible.

Liability for defects becomes void in cases where software or parts of programs are modified by the user or third parties.

EDI Center is entitled to choose whether to fulfil the warranty by making corrections or by delivering a replacement.

Within the restrictions defined by provisions of law, the user is entitled to withdraw from the agreement if, while taking into consideration exceptions defined by law, EDI Center neither correct the defect nor deliver a replacement within an appropriate time period set by the user. In the case of a negligible defect which has no substantial effect upon the usability of the program, the user is only entitled to a reduction in the purchase price. The right to a reduction of the purchase price or to damages is excluded in all other cases.

Any claims raised by the user, regardless of their legal basis, will be subject to a limitation period of 12 months beginning from the time when the program is put into operation.

Art. 8 Liability

Liability on the part of EDI Center, including company bodies and persons employed to perform this agreement, for non-fulfilment due to slight negligence is excluded unless a major obligation by contract, damage arising from mortal or bodily injury or injury to health, or guarantees or claims arising from product liability laws are concerned. EDI Center will not be responsible for damage that may occur if and to the extent that the user does not adhere to the instructions and warnings issued by EDI Center and, specifically, does not meet individual obligations stipulated by contract or employs staff that are not qualified to work with the software provided by EDI Center. From any claims, liability or claims for damages which may result therefrom the user hereby pledges to hold EDI Center harmless.

Art. 9 Final Provisions

Unless otherwise specified in the order confirmation, the place of performance and jurisdiction is the company seat of EDI Center.

If any of the individual provisions of this agreement, including these provisions, should be or become partially or entirely ineffective, the applicability of the remaining provisions will remain unaffected thereby. The ineffective term is to be replaced by a term coming as closely as possible to the ineffective one in terms of business success.