1. Scope of Agreement

1.1 The following terms and conditions pertaining to sales, deliveries, services, and payment conditions are effective for all contracts, services, and any other services or supplies including consulting services and requests.

1.2 The terms also hold for all future contracts with the buyer such as those future supplies and other services that are yet to be performed or delivered to the buyer.

1.3 Contrary business terms and conditions will be opposed.

2. The orders for us after the signing of a contract, changes or amendments to the contract, such as subsidiary agreements, are required in writing. Telephoning or other forms of communication accords the orders to be considered as accepted when the shipping or delivery of the merchandise and the invoice follow.

3. Promotion Guidelines

3.1 It is expressly prohibited in public media, such as the Internet, to compete against or comment on the prices of PANMOBIL company products.

3.2 PANMOBIL customers bear the responsibility of ensuring their customers' compliance with 3.1.

3.3 The suspension of the supply of all resources will follow in the case of a violation.

4. Prices, Price Lists

4.1 Our prices compensate us for our work. It is applicable for the prices in the time during which the order was placed. The value-added tax is not included in the price and will in every case be stated on the bill as a separate amount, as according to law.

4.2 For every consignment, the shipping and handling expenses will include an amount of eight euros and a flat charge of seven euros will be due for packaging. In the case that the shipping weight is greater than 10 kg or the shipping volume is greater than 0.5 m³, the shipping costs will be recalculated. International deliveries will be calculated on a time and materials basis.

4.3 For small orders of under 100 euros, an extra charge of 20 euros per delivery as a markup charge for small-volume purchases will be added.

4.4 If the merchandise is requested to be delivered within 24 hours, an express shipping charge will be added to our standard shipping charge.

4.5 If the agreed-upon delivery date averages longer than one month from the signing of the contract, we are then authorized to recalculate the price according to our list price of the actual delivery date.

5. Payment

5.1 The first deliveries in effect against prepayment or payment will be collected upon delivery. For orders over 20,000 euros, 50% of the invoice amount is due before delivery.

5.2 The rules of delivery are due immediately without any allowances upon the receipt of the invoice.

 5.3 The buyer falls into late payment with the beginning of the first payment reminder, or if there is no payment reminder, seven days after the due date there will be an addition to the invoice as according to § 286 par. 3 (German Civil Code). In the case that there is a delay in payments, we are entitled to – subject to the advanced proof of any damage caused by delay –  interest on the late payments as according to § 288 (German Civil Code).

5.4 The charging of a non-approved or an invalid value to the buyer's accounts receivable is forbidden. This also holds for a retention of goods due to certain counter claims, as far as these claims are not based upon the same contractual relationship.

6. Delivery

6.1 Our delivery duties exist under the reservation to the complete and proper deliveries through our own suppliers, unless the non-delivery or delay of delivery is indebted through us.

6.2 By certain manufacturing and production if the over or short delivery is up to more or less than 10% acceptable, it will be accounted for in the invoice.

6.3 Regarding the specified time measures for our delivery items, we reserve the right to the usual variations in those measures, unless we had expressly ensured compliance to the measures.

6.4 We are entitled to reasonable partial deliveries.

6.5 If the delay of the buyer's merchandise shipment was due to certain reasons, those the buyer had represented, the risk with the notice of readiness for shipment go over to the buyer.

6.6 The reliable delivery of the sold merchandise will be ensured by a carrier that we have appointed. The parties are not connected through this, that in the event an issue arises, the buyer shall be responsible to prove the non-delivery of the goods.

7. The terms of delivery for the agreed-upon delivery date may not be accurate if the delivery process has been prolonged by unforeseen obstacles that lie outside of our control (for example, a strike or lockout, interruptions in company operations, delays in the deliveries of manufacturing materials, and namely any hindrances regardless of what and whether these hindrances were created by us or by our subcontractors). These stipulated circumstances will not be represented by us, when we are already delayed. You may proceed with a contract withdrawal if both parties are warranted to it.

8. Reservation of Proprietary Rights

8.1 The goods that have been delivered shall remain our property until all our present claims against the buyer – such as certain obligations as long as they are related to the delivered goods – are fulfilled.

8.2 The buyer is entitled to resell our property (the delivered items/retained goods) in a prudent business manner. Although the buyer is now then making all assignments through these resales, regardless of whether or not the retained goods were sold before or after the processing or whether or not they were resold in another trade or with the moveable property. If the retained goods have been processed or combined with other goods not belonging to us and are traded or combined with moveable items, the buyer's claim will be applied against his purchaser in the amount between the buyer and us supplied at the agreed price for the retained goods as conceded.

8.3 As for the collection of these claims, the buyer is also authorized after the assignment. Our authority, the claims themselves to be collected, stays from hereon intact, although we commit ourselves not to do this as long as the buyer pays off all liabilities accordingly. If the buyer makes use of the power to collect debts, we are then  entitled to the amount of the proceeds between the buyer and us at the agreed-upon contract prices for the retained goods.

8.4 Any processing or altering of the retained goods are in effect for us as the manufacturer as according to § 950 (German Civil Code), without us having to commit ourselves. If the retained goods are processed with other goods, we will then acquire joint ownership of the new business in proportion the current market value of our goods to the worth of the other together-processed goods at the time of their working together. The buyer will safekeep the new goods free of charge with due diligence and care.

8.5 We commit ourselves to release the requirements of the securities that are entitled to us in as far as if their marketable value to the securities exceeds more than 20%.

8.6 Test and sample mail stay the property of advanced PANMOBIL systems GmbH & CO KG.

9. Apparent complaints regarding deficiencies must be specifically criticized and written down immediately after the receipt of the goods.

10. Warranty for the SCANNDY Series is 12 months and warranty for the smartSCANNDY Series is 24 months.
Warranty for consumption items (for example, rechargeable and non-rechargeable batteries and accumulators) are subject to a warranty of 4 months from the delivery date.

11. Exclusions of the Claim for Damages

11.1 For losses or claims, those due to the failure or the defective/bad execution/design of before or after the conclusion of the contract, the resulting proposals or proceedings or through the breach of other secondary duties – in particular the instructions manual for the care and handling of the delivered item – for those that are not originally themselves delivery items, we will not be liable, irrespective of the legal basis always.

12. Software

The computer programs and any documentation that belongs to those programs and any corresponding supplementations are not exclusively the buyer's and the right to use is not negotiable or transferable for  internal needs with the products, as are for the provided programs, so conceded. All such rights to the programs and  documentation, including the copies and corresponding supplementations, stay with our company. The buyer  is to ensure that these programs and documentation, without the prior agreement of our company, are not accessible to any third parties. Copies are allowed as a matter of basic principle only for archiving purposes such as back-up or made for debugging or trouble-shooting. The release of the program source requires a separate written agreement. If the original of the copyright has the indicative notations, the buyer is to apply the notation from the original.  In as far as no other agreement has been made, the right to use is applicable with the handover of the order and the delivery of the program, documentation, and the relevant supplementations as issued. Changes to the programs are forbidden; if a changed program is used by the buyer or a third-party, our company is not liable for any losses or claims. The buyer will be advised that due to the current technical development status, mistakes in the software program cannot be completely excluded. The buyer will inspect the software directly after the delivery and promptly impart any apparent mistakes to our company in writing. Our company takes into charge the guarantee that the software is as stated, in respect to its functionality per the description of the basics in the documentation in relation to the stipulations in the order acknowledgment, if customary. Furthermore, our company guarantees neither the specified properties of the software program nor its aptitude for customer purposes or customer needs. Our company is not liable for the recovery of data, unless  there was loss or destruction due to our company's wanton negligence or deliberately induced and the buyer had the data secured, so that this data out of data set is retained in a  machine-readable form and with justifiable expenses, can be reconstructed. In as far as the liability disclaimer as according to the preceding paragraphs can be legally binding only under fully qualified traders, will it remain by the store with a non-fully-qualified trader to the greatest possible applicable extension of a legal disclaimer under the law.

13. The Characteristics of State

The usage of references in any brochures/pamphlets, catalogues, notifications and price lists or in those references, any relevant documents to an offer containing statements, drawings, images, models, brochures/pamplets, technical details/information and catalogues and such technical data are non-binding and do not exempt the buyer from the assessment of the products' aptitude for the intended purposes, operations, and cases of applications. They will first be an integral part of the contract, when and as far as they have been expressly confirmed as binding by our company. The conditions that are guaranteed are only those that are  explicitly identified in the order confirmation. The changes, usage, and processing of the payer's merchandise lie exclusively within the buyer' area of accountability. We hold ourselves to have ownership and intellectual property rights over the images, drawings, and such papers. Without our consent, these images, drawings, and papers are allowed only for the use of their contractually designated, intended purposes and may not be made accessible to any third-parties.

14. Data Protection

The company advanced PANMOBIL systems GmbH & Co. KG is a member of the Schutzgemeinschaft für Warenkreditgeber (Association for the Protection of Products/Credit Givers). The company advanced PANMOBIL systems GmbH & Co. KG is authorized, to save the following data that refers to the buyer, and by the fact that we are a member of the Schutzgemeinschaft für Warenkreditgeber, to convey:

Address data, the order to pay or a grievance against the buyer by an uncontested claim (with the date from the submission by the court), bankruptcy (with the date for the filing of this application), the decisions of the bankruptcy court over the insolvency (with the date), already-conducted law enforcement (with the dates of respective applications, the type of measures and actions), an order of an arrest warrant within the parameters of law enforcement (with the date), the court order of a court hearing for the handover of the identity certificate or an already-occurred certification of self (with the date), the number of days exceeding the stipulated date of payment, the withstanding of an arrest warrant due to proprietary offenses. The dissemination of such data on the Schutzgemeinschaft will occur except in particular cases under the previously mentioned ordeals only, as far as  to protect our qualified interests, the qualified interests of a contracted partner of the Schutzgemeinschaft, or the when necessary, the general public. The  Schutzgemeinschaft für Warenkreditgeber saves this data and further gives it, under the previously mentioned ordeals, for the substantiation of the qualified interests, exclusively onto other members of the Schutzgemeinschaft. The intention is exclusive of the companies affiliated with this association before the debtor's bankruptcy by the advanced pay of the sellers. It will be exclusive of the above in the particular case that the executed objective data was imparted without the subjective valued judgment onto the Schutzgemeinschaft and was from there further imparted. The buyer can obtain information over saved data of the Schutzgemeinschaft that is relevant to the buyer, the address of the Schutzgemeinschaft and a list of the affiliated companies will be disclosed at the wish of the service provider of advanced PANMOBIL systems.

15. The Place of Business,  Court of Jurisdiction, Applicable Law

15.1 The place of business is Cologne, Germany.

15.2 The Court of Jurisdiction for all disputes with the buyer in our jurisdiction is Cologne. We are also entitled to lodge complaints or appeals in the headquarters of the buyer.

15.3 It holds for German law, and furthermore in the exceptional cases the Uniform Law on the International Sale of Goods (CISG).

Effective as of 11/2008