Terms of Business

General terms of business of 3ACHS construction and design. This is a non-binding translation; the german version is mandatory.

I. AREA OF APPLICATION, PRIORITY REGULATION AND VALID RIGHT

1. The following general terms of business are valid exclusively and for all transactions between a customer, called in the following principal, and the engineer’s office 3ACHS construction and design as a contractor, in the following called 3ACHS.

3ACHS construction and design is the commercial name of the engineer’s office of Laurenz Andritz.

2. Conflicting or divergent general terms of business are not valid. The validity cannot be also caused by suitable clauses in the general terms of business of the principals.

3.3ACHS contradicts for the case of doubt by now all conflicting or divergent general terms of business of the principal.

4. The present general terms of business are valid also exclusively if the contractor explains the order in knowledge of conflicting or divergent general terms of business without reservation.

5. Divergent clauses unfold only juridical effects if these have been confirmed by 3ACHS in writing and 3ACHS these in writing has agreed.

6. The principal agrees to the agreed priority of the general terms of business of 3ACHS with his offer of 3ACHS.

7. The validity of the right of the Federal Republic of Germany is agreed.

II. SUBJECT OF THE CONTRACT

1. The object of the respective basic contract is directed according to the individual arrangements between 3ACHS and the principal.

2. With the contracts it concerns one of the following mixed contract types:

2.1. Originator’s contract for work and licence agreement

This is directed upon the grant in rights of use an originator’s work to be produced.

2.2. Originator’s contract for work, licence agreement and bill of sale

This is directed upon the disposal of an originator’s work and his limited exercise of rights of use.

2.3. Originator’s contract for work, licence agreement and contract for work

This is directed upon the creation of an originator’s work on grounds of which an independent work is produced for the principal and the rights of use are granted.

3. All achievements of 3ACHS (drafts, data, elaborations, presentations and the like) unterfall to the german copyright law, in the valid version, even if the after §2 par. 2 UrhG necessary creation height has not been reached.

4. Proposals, ideas and contributions of the principal or his sphere of activity of people to be added change neither the originator’s quality of 3ACHS for all achievements, nor you have an influence on the agreed reimbursement.

III.CONTRACT INITIATION, OFFER, APPLY, CONTRACT

1. The offers on the Internet site are (http://www.3achs.net) not-binding.

2. The offers which the contractor provides on the basis of the preliminary discussion, the information and the data of the principal are requests to deliver an offer to the principal.

3. The offers of the principal contain an offer and for the case of the acceptance of the offer by 3ACHS, the placing of order.

4. A silence of 3ACHS, on the offer and the placing of order by the principal, means no contract acceptance. A contract comes about only by the written confirmation of order by 3ACHS. The explanation of 3ACHS on the offer of the principal occurs within 7 days.

IV. CO-OPERATION DUTIES OF THE PRINCIPAL

1. The principal undertakes with contract end to make available all documents necessary for the achievement fulfilment, data and information as well as other required media 3ACHS on time, properly and free of charge.

2. These must be compensated for forming 3ACHS on grounds of an injury of this co-operation duty provable expenditures in working hours and material by the principal, in addition.

3. By 3ACHS delivered achievements, of it also interresults, are to be approved immediately from the principal. This is not valid, as far as defects entitle the principal to the refusal of the decrease.

4. If the decrease lasts longer than 3 working days, this is to be informed 3ACHS with information of the reason and the decrease appointment immediately. If this communication does not occur, the achievements are valid as approved.

5. The originals which have been handed over for the exercise of the rights of use are returned 3ACHS at the latest 10 days after order end at the expenses of the principal. The danger of the setting or the damage goes over only in the return of the originals in from 3ACHS to 3ACHS.

V. ARTISTIC CREATION

1. The artistic implementation of the order occurs after the results of the briefing.

2. In the artistic creation the contractor is free. Divergent artistic images of the principal which were not an object of the briefing found no guarantee rights.

3. Change wishes in the artistic creation after the placing of order and the first presentation must be agreed in writing and are compensated by the principal, in addition. The reimbursement is directed after the reimbursement valid for the contract if a reimbursement by the hour was agreed or is agreed individually if an all-inclusive reimbursement was agreed.

VI. TRANSFER OF RIGHTS

1. 3ACHS grants for the principal the in each case individually agreed rights of use, – certainly after time, place and way – in his achievement. A change of the achievement of the contractor is possible only with his written approval.

2. The grant of the rights of use occurs exclusively to the principal.

3. A further use as the by contract agreed use – determines after time, place and way – is not permitted.

4. If the principal acts against this arrangement, a reimbursement becomes due, like the reimbursement which would have been agreed if there had been a contractual arrangement about this use. Basis is the reimbursement arrangement for the respective contract. If a reimbursement of utilisation was not agreed, Alliance of German designers- (AGD-) tarifs are valid as a basis for the calculation of the reimbursement.

5. The reimbursement rate od the AGD can be requested by the principal with the contractor.

6. The use by third is possible only with a contractual arrangement between 3ACHS and the third. If the principal of this arrangement acts, become for the principal draught, as well as production fee and fee of utilisation as a compensation due. Other claims towards the third are left.

7. The principal acquires no property in all to him to the achievement fulfilment and granting of utilisation to left media no matter what kind and goodness. Divergent regulations must be agreed individually and in writing.

8. The transference of rights becomes first with entire payment of the agreed reimbursement and other resulted compensation demands which stand in connection with the single order, efficiently.

VII. PLACE OF FULFILMENT

Place of fulfilment is the respective seat of the engineer’s office 3ACHS CONSTRUCTION AND DESIGN.

VIII. REIMBURSEMENT

1. The reimbursement is regulated by an all-inclusive price agreement or an hourly arrangement in each case individually. If such an arrangement is absent and no offence against the special regulations regulated in these general terms of business is given which release a reimbursement regulation regulated there, the reimbursement wage agreement AGD is valid design in his in each case topical version as agreed.

2. The agreed reimbursements are always net amounts. The contractor is liable to sales tax.

3. The reimbursement becomes due with decrease of the work if no former maturity was agreed individually. The contractor puts a calculation to the principal. The invoice amount is to be paid within 9 working days on the account given in the calculation.

4. Interests on arrears

It is worth the legal regulation §288 BGB.

5. Name naming of principal and contractor.

5.1. The contractor is entitled to use the name of the principal and the work or the achievement on his web site and other references. Divergent arrangements are met in the individual contract.

5.2. The principal marks with a public use, in particular on the Internet, the work or the achievement of the contractor with the name 3ACHS, as far as this is customary. It is worth §13 UrhG.

IX. WITHDRAWAL FROM CONTRACT

The resignation regulations which go out the legal regulations are agreed individual-by contract.

X. ACCOUNTABILITY

1. The engineer’s office 3ACHS sticks only for intention and coarse carelessness.

2. Other liability limitations, in particular the limitation of the liability height, is agreed in the individual contract.

3. The liability for the third who are not instructed by 3ACHS or are selected is excluded.

XI. COURT OF JURISDICTION

Legal venue is Leipzig.

XII. WRITTEN FORM CONDITION

Additions and changes of these general terms of business must occur in writing. Verbal agreements do not change these general terms of business.

XIII. SEVERABILITY CLAUSE

1. The ineffectiveness of one or several clauses leaves the effectiveness of the remaining regulations untouched.

2. To the place of the ineffective clause an arrangement which the parties would have made with knowledge of the ineffectiveness steps. The mutual interests of principal and contractor are to be considered appropriately.

3. If the will of the parties to a contract cannot be determined, the legal regulation steps to the place of the ineffective clause.

Leipzig, November 2012