General Terms of Business (01.04.2001)

The General Conditions of M4Com GbR (hereafter referred to as 'M4Com') apply to all supplies and services provided by M4Com to the Customer.

They also apply to all future transactions, even if the latter are not expressly referred to. M4Com only accepts orders on the basis of these General Conditions.

Insofar as the Customer's General Conditions conflict with these General Conditions, the Customer's General Conditions are deemed to be to be not agreed upon and are expressly rejected herewith.

Delivery Deadlines

In the event that the agreed delivery deadlines are exceeded by more than 30 days, the client is entitled to rescind this agreement by registered letter after setting and granting an additional period of no less than 90 days. In the event of rescission due to non-performance within the additional period set, the Customer expressly waives in relation to M4Com its right to pursue a claim for loss of service or other damages of any type whatsoever.

M4Com can only comply with agreed performance deadlines, provided the Customer supplies it with the necessary information and documentation by the date specified for this purpose by M4Com. This also applies to any documentation requested by M4Com only after the Customer's order has been accepted. Delivery delays and cost increases arising due to incorrect, incomplete or subsequently altered information and documentation are not the fault of M4Com and therefore cannot be deemed to form the basis of any new delivery or performance delay by M4Com. Thus, any resulting additional costs must be borne by the Customer. In the case of orders comprising more than one unit or programme, M4Com has the right to effect part-deliveries.

Prices and Payment Terms

Unless expressly stated, prices stated by M4Com on offers, order confirmations or other business correspondence do not include value added tax. Value added tax will be invoiced for separately. Where taxes are levied in connection with the taking or performance of an order, these shall be borne by the Customer only.

All costs incurred due to travel expenses and journey times in relation to the provision of a service by M4Com shall be borne by the Customer.

Unless expressly agreed otherwise, all M4Com invoices fall due within 14 days of invoice date without deductions and free of charges. Compliance with payment deadlines constitutes an essential term of this agreement. In the case of delayed payment, M4Com is entitled to raise additional charges for all expenses and costs arising therefrom, in particular for those incurred in relation to reminders, collection and out-of-court law firm costs as well as delay interest normally charged by banks. Furthermore, in the event of delayed payment, M4Com is entitled to suspend all services towards the Customer until such time as complete payment has been made. This shall not, however, relieve the Customer of his payment obligation, whether in respect of the original arrears or in respect of any amounts accumulating during the period of suspended service.

In the case of supplies, the item supplied remains the property of M4Com until the purchase price and any connected additional expenses of any type whatsoever have been paid.

The Customer is not entitled to withhold payment due to incomplete delivery, warranty, guarantee claims or defects.

In the case of orders comprising more than one unit, M4Com is entitled to invoice the Customer after delivery of each individual unit or service.


The Customer is under an obligation to check all agreed supplies and services following receipt for correctness and completeness. The Customer must also conduct a test run of any programme supplied and further check the results obtained. Where any defects become apparent, the Customer is under an obligation to inform M4Com immediately in writing thereof, as well as to return the faulty items. M4Com will endeavour to remedy the defect rapidly and to supply an amended version of the programme to the Customer, or else will endeavour to describe a reasonable method for circumventing the defect. M4Com may demand further information from the Customer necessary to remedy the defect and the Customer must supply such information free of charge. The Customer may set an additional period in writing for remedying or circumventing the defect, although this may not be less than 60 days.

M4Com accepts no liability for errors, breakdowns or damage attributable to inappropriate use, hardware malfunction or operation of a programme not supplied by M4Com, alteration of programme operating conditions without M4Com's consent (e.g. conversion of the operating system, hardware alteration, alteration of other, mutually dependent software) or changes to the software by the Customer or a third party.


Even after the most careful and comprehensive checks, it is nonetheless impossible, given the present state of technology, to guarantee that software will be totally error-free. To this extent, therefore, M4Com accepts no liability for the total accuracy and absence of errors of any software purchased by the Customer.

M4Com's liability for all claims arising on any legal basis whatsoever are limited to the value of the relevant order and where the value of the relevant order exceeds EUR 10,000, are limited to EUR 10,000 only.

In accordance with this agreement, M4Com is not liable for lost profit or for expected but missed savings, loss incurred due to claims made by third parties against the Customer, indirect loss or consequential loss or indeed loss of or damage to recorded data.

Claims for compensation in cases of simple negligence are hereby excluded, as is all liability for loss or damage arising due to the unauthorised intervention of third parties.


Should it become apparent in the course of an attempt to fulfil an order, that the latter is technically or legally impossible, M4Com is required to inform the Customer of this fact immediately. In this case, both contracting parties are entitled to repudiate that part of the order, the performance of which has proven to be impossible.

Force majeure, labour disputes, natural disasters and transport blockages relieve M4Com of its delivery obligations and/or grant to M4Com a corresponding extension of agreed delivery times.

Cancellations by the Customer are only possible with the express consent of M4Com. Where M4Com agrees to a cancellation, it nevertheless has the right to raise a cancellation fee in a reasonable amount in addition to charging for supplies or services provided and costs incurred to date.

Special Provisions for Supply of Programmes and Programme Modules

M4Com provides the Customer with a non-transferrable and non-exclusive licence for use of the supplied programmes or programme module. All copyright and exploitation rights pertaining to the programmes remain with M4Com or its suppliers.

Programmes will be delivered by supplying a data carrier containing the corresponding programme files, provided such programme files are different from the programme files that the Customer already has, as well as all necessary data required to activate the new programme or programme module.

Unless expressly agreed otherwise, all services supplied in connection with the installation, commissioning, training and maintenance of the supplied programme will be charged for separately in accordance with the M4Com price list valid at the time that the services in question are performed.

The Customer is solely responsible for the use made of the programmes, any results achieved with the software and for selecting the correct software needed to achieve those results. This also applies to the selection in use of other programmes, machines and services in connection with the programmes purchased from M4Com. The Customer must perform constant checks on the accuracy of any results obtained.

The Customer is under an obligation to refrain from passing on the programmes, programme descriptions etc. to third parties, whether for reward or otherwise, without the written consent of the contractor. In view of the fact that the programmes amount to the intellectual property of M4Com, the programmes can only be used for the Customer's own purposes, even after payment has been made. Any transfer within the meaning of the Federal German Copyright Act, and this includes any short-term lending for the purpose of making copies, shall give rise to a liability to pay damages, whereby in such cases full satisfaction must be effected.

Supply of Standard Programmes and Programme Modules

The Customer hereby expressly confirms that he has checked the capability of the programmes and programme modules prior to entering into this agreement. Thus, a defect can only be said to exist where a promised feature or documented function is absent or in the case of objectively verifiable programme errors. Missing functions, which were expected by the Customer based on a description of the programme or modules or screen text or a printout, are hereby expressly deemed not to be defects.

Production and Supply of Individual Programmes and Individual Programme Changes

The production of individual programmes and programme changes must take place based on a written programme specification, which forms part of the offer. This programme specification replaces all previous written and oral agreements on the capability and functioning of the individual programme or the individual programme change. The Customer must check the relevant programme specification before placing an order. M4Com may demand practical test data, which must be supplied by the Customer promptly and free of charge.

Concluding Provisions

All notices and declarations affecting this agreement are only valid if they are made in writing and are not contradicted.

M4Com shall be released from each and every obligation, in the event that the services contracted for under this agreement cannot be supplied due to circumstances beyond M4Com's control.

M4Com may instruct third parties to perform individual services contracted for under this agreement.

Should any of the above provisions be or become ineffective or void, this shall not impair the legal effectiveness either of the contract as a whole or of the remaining general conditions. The Contracting Parties hereby undertake to enter into an agreement to replace the ineffective provision, whereby the commercial viability of that agreement must correspond to the commercial viability of the ineffective provision as much as possible.

All litigation shall be subject to the exclusive jurisdiction of the appropriate court in Baden Württemberg. The proper law of the contract is German law.

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