1. General Terms

The purview, the deliveries, the performance and the offers of VICOM audiovisuelle Medientechnik GmbH, hereafter cited as VICOM, are based exclusively on these terms and conditions. With the placement of an order, the contracting party declares that it has knowledge of these terms and conditions and that it agrees to them. The contracting party's terms and conditions are not valid. The acceptance of supplies and business relations with the contracting party do not imply that the contracting party's terms and conditions are valid, even though VICOM may not have objected to them. Exceptions to our terms and conditions require a written confirmation by VICOM.

2. Offers and Conclusion of Contract

All offers are subject to change with respect to prices, discounts, terms of delivery and acceptance of order. Notices of acceptance and all orders are not legally effective until VICOM confirms them in writing or effects delivery. The same applies to amendments, alterations and supplementary agreements.

3. Prices

All services performed by VICOM are based on the prices current valid from the date of delivery. Our prices are understood ex warehouse Göppingen or ex works plus packing and insurance. Forwarding charges are chargeable to the client. For orders to the amount of less than DM 50, there is an extra charge for small quantities of DM 20.The prices quoted do not include VAT. Invoices made out for hire, services or repairs are payable at 10 days of invoice without any discount. The commodities delivered are payable within 7 days at a discount of 2 %, or strictly net within 30 days of invoice. If the client defaults on a payment, all other receivables from the delivery of commodities or performed services become immediately due. In this case all outstanding debts are to be settled without any discount, and interest has to be paid from the date of maturity at an interest rate that is 3% above the German Federal Bank's discount rate. The client has no right of set-off or retention against accounts receivable by VICOM. If VICOM advances money for hotel accommodation, transport, taxi rides, air fares, a.s.o., these costs are charged to the client at a surcharge of 15 %; the minimum amount charged is DM 25.

4. Supply Commitment and Transfer of Risk

Terms of delivery or deadlines that have been agreed upon on a binding or not binding basis must be put down in writing. VICOM decides on the mode of transport, unless a particular method of transport is stipulated by the client. The supply commitment expires if delivery becomes partly or completely impossible due to force majeure or other unforeseen circumstances. This applies, too, if such circumstances should arise at one of our suppliers'. In this case, VICOM is entitled either to withdraw from the contract or to postpone delivery for the time needed to overcome the difficulties and arrange the dispatch of the commodities. In the case of postponement, the client is not entitled to cancel an order, reject part deliveries or claim damages of any kind. The risk passes over to the client as soon as the commodities have left the warehouse or the works. The same applies if, by a special agreement, VICOM has agreed to pay the forwarding charges. In the case of hire contracts, whereby the technical equipment is set up by VICOM staff, the risk passes over to the client as soon as the VICOM engineer leaves the set-up place.

5. Warranty

If faulty commodities are supplied, VICOM is entitled to try twice to remedy the same defect within a reasonable period. It is at the discretion of VICOM to decide whether faulty parts are repaired free of charge or whether spare parts are supplied, provided a legally binding warranty obliges VICOM to do so. The warranty expires if the appliance is opened for the purpose of cleaning, repair or for other purposes. If the defective appliance is not send in or if a contractual warranty obliges VICOM to carry out repairs in some other place, the resulting costs such as travelling expenses, air fares, labour costs (engineer), business expenses a.s.o. are chargeable to the client. VICOM is not liable for technical modifications carried out on the ordered appliances by the manufacturer which have no lasting negative effect on their performance. There is a charge for cost estimates; the minimum amount charged is DM 50.

6. Reservation of proprietary rights

The commodities supplied by VICOM remain the property of VICOM until the total amount outstanding has been settled. If the commodities delivered are modified or processed, connected to or combined with other articles, VICOM's reservation of prorietary rights also extends to the newly-formed article. VICOM acquires a right of ownership under the sections 947, 948 and 950 of the BGB. Until the total amount outstanding of all business transactions is settled, the commodities may neither be pawned, put up as collateral or otherwise be subjected to claims of a third party.

7. Complaints

VICOM must be informed of damaged commodities or complaints without delay. It is considered too late if VICOM is not notified in writing and given the number of the delivery note within a ten-day period after receipt of the commodities. VICOM must be informed in writing and without delay if a commodity is faulty or in need of repair. A repair may only be carried out after VICOM has agreed to it in writing.

8. Special Arrangements for Hire Contracts

The term of hire begins at the agreed-upon date of supply of the hire-object. It ends on receipt of all objects hired under one contract at our branch office or warehouse. If a hire-object is returned damaged, the client is charged with the cost of repair and also for the period during which the appliance is inoperative through no fault of VICOM. Half-started days are charged as full days. The forwarding charges are chargeable to the client. The risk of accidental destruction or deterioration and of force majeure lies with the client from the time the commodities are handed over to the forwarding agent until their return to VICOM. The correct delivery of the commodities is considered acknowledged by the client unless he raises an objection immediately after receipt. The hirer is obliged to ensure the correct operation, maintenance and servicing of the hire-object. If the hire-object is in need of repair, VICOM must agree to the repair in advance. VICOM is at any time entitled to examine the object itself or to have it examined. For this purpose, VICOM has to be informed of the object's place of application. VICOM is entitled to examine the condition of the object prior to its return in the presence of a representative of the client. VICOM must immediately be notified of distraints or if the object is affected by actions of a third party. If a hire-object has been handed over in the condition stipulated in the contract, the onus lies with the client to prove that VICOM is responsible for possible faults or any consequential damage. The hirer engages to cover the hire-objects by a business or weak current insurance policy. If the client does not return the hire-object at the date agreed upon, each day that elapses until the object is returned is charged at the regular daily hire rate. This applies, too, if an all-inclusive hire charge has been stipulated in the contract.

9. Cancellation of Contract

If the client withdraws from the hire contract, whatever the reason, there is a cancellation charge of 30 % of the contract value. If the client withdraws from the contract less than three weeks prior to the stipulated first day of the term of hire, a cancellation charge of 40 % is payable; if he withdraws less than one week prior to the stipulated day, a cancellation charge of 70 % of the hire charge falls due. If the client cancels a contract of sale, whatever the reason, the following percentage rates of the contract value become payable: 25 % for commodities, 60 % for products manufactured by VICOM, 90% for custom-built products or product developments.

10. Liability

VICOM's liability is limited to damage caused with intent or by gross negligence on the part of VICOM's representatives or vicarious agents.

11. Place of Performance and Place of Jurisdiction

The place of performance for deliveries and payments is Göppingen. The place of jurisdiction for all points of dispute resulting from the contract is the "Amtsgericht" Göppingen or the "Landesgericht" Ulm, if the business partner is a registered trader. These terms and conditions and all legal relations between VICOM and its business partners are governed exclusively by the law of the Federal Republic of Germany. If one of these terms and conditions should be invalid or become invalid, this does not affect the validity of the other terms and conditions. Invalid terms and conditions are to be replaced by valid terms and conditions which serve the desired purpose in the best possible way.