General Terms and Conditions for Hard- and Software

1. Validity of the General Terms and Conditions of cv cryptovision GmbH

These General Terms and Conditions are valid for all contracts and all agreements, which are accomplished within the context of the business connection, between cryptovision and a customer. cryptovision states explicitly that the general terms and conditions of the customer are not subject matter of contract, even if cryptovision does not object explicitly. If the customer has not the intention to abide by the following terms and conditions, he must clearly indicate this previously in writing.

2. Payment Practice and Prices

All invoices of cryptovision have to be paid within fourteen days effective from the date of the invoice. Observe, that the date of receipt of payment counts. In case of default cryptovision is authorized to retain further deliveries and services. In case the customer is in default of payment, cryptovision shall be entitled to charge penal interest according to the actual legal regulations.

All prices do not include the particular legal value-added tax.

Moreover, cryptovision is entitled to partial deliveries.

3. Delivery and Shipment

All offers are without engagement. Delivery takes place as long as our stock will last. All delivery dates are non-binding, unless a delivery date has been explicitly agreed in writing. If the customer demands an amendment to the order after placing the order or if circumstances beyond cryptovision's control occur, which make the observance of the delivery date impossible, the delivery date is postponed by a reasonable time. If cryptovision is impeded to deliver in due time by e.g. disturbances of procurement, manufacturing, or delivery disturbances of itself or one of its subcontractors, the principles of law are valid provided that the customer can allot a period of grace of six weeks after the expiration of one month. If the non-observance of a binding delivery date is provably due to mobilization, war, riots, strikes, or lockouts or other circumstances, which according to the principles of law cannot be imputed to cryptovision, the delivery date shall be postponed by a reasonable time. The customer can cancel the contract completely, if he allots a reasonable period within which to make performance after the expiration of the extension of the time limit. The cancellation has to be in writing, if cryptovision does not comply within the period of grace. If cryptovision cannot abide to the fulfilment of the contract due to the above mentioned reasons, cryptovision is relieved of the delivery obligation.

In general, the customer shall bear all shipping charges and the insurance, where the mode of delivery is at the discretion of cryptovision. The customer has the obligation to scrutinize the delivered goods immediately on arrival and report noticeable damages due to the transport and any damage of the packing without delay in writing. The same holds for hidden damages. If cryptovision's insurer or a subcontractor disclaim liability, because of the customer's omission (default) of this obligation, the customer shall be liable for any resulting costs. The risk shall pass to the customer as soon as the shipment has been delivered to the carrier or when the goods exit the cryptovision warehouse for shipment.

4. Retention of Title

The delivered goods shall remain the property (principle thing and minor matter) of cryptovision until complete payment has been made. The customer has the obligation to insure duly (i.e. theft, fire hazard, and feeble current) cryptovision's goods, which are under retention of title, and to prove it on cryptovision's demand. If the insured loss occurs, the insured claim shall be assigned to cryptovision. The goods subject to retention of title are not at the disposal of the customer. In case third parties should lay hand on the goods subject to retention of title, the customer shall point to the ownership of cryptovision and shall inform cryptovision without delay in writing. In case that cryptovision allows the customer to sell goods subject to retention of title, all claims are assigned to cryptovision on the conclusion of contract. The customer has the obligation to release all necessary information to assert cryptovision's rights and the duty to cooperate.

5. Limitation of Liability

Cryptovision is liable for intent and gross negligence according to the legal regulations. In case of slight negligence cryptovision is liable only, if an essential contractual obligation have been violated or the case at issue is default or impossibility of performance. In the case of liability due to slight negligence, the liability is limited to the damages foreseeable respectively typical. But liability due to the absence of warranted characteristics, intention to deceive, personal injury, the German product liability law (Produkthaftungsgesetz), and the Federal Data Protection Law (Bundesdatenschutzgesetz) will remain unaffected.

In the case of claiming of warranty or liability against cryptovision, a contributory negligence of the customer has to be taken into account fairly and reasonably, especially if he did not report errors or defects adequately or even had inadequate data protection. Inadequate data protection is certainly the case if the customer failed to implement up to date measures of protection against external detrimental effects, particularly with regard to computer viruses and other phenomena, which could endanger singular data or even a complete data set.

6. Warranty (for Hardware)

cryptovision guarantees that the products are free from defects, that rescind or depreciate the value or the fitness for the usually intended or contractual use. cryptovision and the customer agree, that explanations and description of hardware and software in the manual or the price list are no warranties of fitness for certain qualities. The warranty covers a period of 12 months from the date of delivery. If the customer is a consumer in terms of the "German Civil Code", the warranty covers a period of two years. The customer must report the defects, which occur during warranty, to cryptovision in writing without delay. The warranty does not comprise the elimination of defects, that resulted from normal wear and tear, external circumstances, or handling errors. The warranty shall not apply if the customer has changed devices, elements or auxilliary equipment himself or by third parties without cryptovision's consent, unless the customer provides evidence against a substantiated claim that such a circumstance caused neither completely nor partially the effect and that the elimination of the defect has not been complicated.

If the customer's complaint is justified, he sets a reasonable period of grace for subsequent performance of the contract. The customer notifies cryptovision what kind of subsequent performance of contract he prefers, either improvement of the delivery or delivery of a new product without defect. cryptovision is entitled to refuse the chosen kind of subsequent performance of the contract, if it would only be possible with unproportionally high cost and the other kind of subsequent performance of the contract would not entail essential disadvantages to the customer. Moreover, cryptovision can refuse the subsequent performance of the contract, if this would only be possible with unproportionally high cost.

To realize the subsequent performance of the contract for the same or defects in direct causal connection cryptovision has two attempts within the time limit set by the customer. After the second attempt failing the customer can cancel the contract or request a price discount. The right to claim rescission of contract respectively the right of reduction can be applied already after the first failing subsequent performance of the contract, if a second attempt is an undue burden for the customer. If the subsequent performance of contract under the above mentioned premises has been refused, the customer is entitled to reduction respectively the right to rescind the contract without delay. The rescission due to immaterial defects is excluded.

If the customer engaged cryptovision because of warranty and one detects that either there is no defect or the asserted claim does not bind cryptovision in warranty, the customer has to - provided his intention or gross negligence - make up for all resulting expenses.

The delivery of an instruction manual in English language is legally allowed, if the subject matter of contract is not completely localized in the corresponding market. The same holds, if the subject matter of contract can generally only be delivered in an English language version.

7. Warranty (for Software)

The customer has to scrutinize the software directly after delivery and to notify the seller about obvious defects in writing without delay.

cryptovision guarantees over a period of 12 months from the date of delivery that the software with respect to its functionality largely corresponds to the program description of the accompanying documents. If the customer is a consumer in terms of the "German Civil Code", the warranty covers a period of two years

If a defect occurs, the defect and its form of appearance must be described by a notice of defects in writing and in detail, so that verification of the defect (e.g. presentation of error messages) is possible and the exclusion of handling error (e.g. reporting job steps) is possible.

If the notice of defects is justified, the customer sets a reasonable time limit for the subsequent performance of the contract.

The customer notifies cryptovision what kind of subsequent performance of contract he prefers, either improvement of the delivery or delivery of a new product without defect.

cryptovision is entitled to refuse the chosen kind of subsequent performance of the contract, if it would only be possible with unproportionally high cost and the other kind of subsequent performance of the contract would not entail essential disadvantages to the customer. Moreover, cryptovision can refuse the subsequent performance of the contract, if this would only be possible with unproportionally high cost.

The rescission due to immaterial defects is excluded.

cryptovision assumes no liability, that the software is suitable for the purpose of the customer and cooperates with his existing software.

The delivery of manuals and documentation beyond the documents/program description and the user guidance implemented into the software and/or online-help, or even instructions is only imputed to cryptovision, if this has been expressly agreed in writing between the parties. In the case of such an expressly agreement no special demands regarding content, language, and extent are assumed and the delivery of an abstract is deemed to satisfy, unless the parties have agreed in writing on further specifications.

If according to 5., 6., and 7. cryptovision would be liable for slight negligence and this would ensue payment of damages, this is limited to â‚¬ 25.000,-.

But liability due to the absence of warranted characteristics, intention to deceive, personal injury, defects of title, the German product liability law (Produkthaftungsgesetz), and the Federal Data Protection Law (Bundesdatenschutzgesetz) will remain unaffected.

9.Confidentiality

cryptovision and the customer mutually agree to treat all trade secrets indefinitely confidential and not to pass on confidential information to third parties or to utilize it any way. The documents, drawings and other information, which one party obtains because of the business connection, may only be used within the scope of the corresponding purpose of contract.

10.Evidence

Electronically stored data on cryptovision's premises is competent evidence for the proof of data transmission, contract and effected payments between the parties.

11.Industrial Property Rights

Without cryptovision's explicit approval the customer is not allowed to export the purchased goods into countries outside of the EU. Moreover, the customer has to observe all pertinent export regulations and if necessary according to US regulations.

12.Export

The customer acknowledges, that the resale of any US imported product obeys the export regulations of the United States of America, which limits the export and import of hardware, software, data processing media including services in direct causal connection with the usage of these products.

The customer agrees to that he will neither directly nor indirectly export US imported products, information or documentation, which is in causal connection, into countries respectively ultimate consumers without the necessary authorization from the corresponding public authority. The American "Department of Commerce", the US Department of Export Administration, or a comparable public authority are incumbent on the authorization.

These regulations apply especially to

Countries, which are subject to restrictions:

Cuba, Haiti, Serbia and Montenegro (both former parts of Yugoslavia), Iran, Irak, North-Korea, Syria and Vietnam;

Ultimate Consumers, which are subject to restrictions:

all ultimate consumers, where the customer has the well-founded suspicion, that the US imported products, will be used for the design, the development, or the production of rockets respectively rocketry, in the connection with nuclear weapons, or with chemical and biological weapons.

Ultimate Consumers, which are subject to restrictions:

any usage of products, which are in connection with the design, the development, or the production of rockets respectively rocketry, in the connection with nuclear weapons, or with chemical and biological weapons, or arms know-how, imported from the US.

13. Miscellaneous

If particular regulations of these general terms and conditions should be completely or partially legally ineffective, this shall not affect the remaining regulations. In fact the nullified regulation shall be superseded by what accomplishes the originally intended use most closely. There are no ancillary agreements. Amendments shall be effective in law, only if they are indorsed in writing.

The customer can only assign his rights from a business connection with cryptovision with cryptovision's consent in writing. The customer may exchange an offset against the purchase money claim only with an acknowledged or legally approved counterclaim.

The courts of Gelsenkirchen (cryptovision's head office in Germany) are determined as the exclusive venue for any disputes directly or indirectly arising from this agreement.

Only German Law is applicable.

This is a translation of the German original and is intended for information purposes only. The German original should be consulted in case any dispute occurs.

V 25/11/02