General Purchase Conditions of DACHSER GmbH & Co. KG for all ...

the claims arising out of the contractual relationship and shall, upon
DACHSER's request, provide proof of insurance.
7.10 In the case of proven defects in title (Rechtsmängel) the supplier /
service provider shall render subsequent performance by procuring a
legally sound possibility for DACHSER to use the goods supplied or,
at its option, the exchanged goods or the altered goods of equivalent
value. In the event of any third party claims to the software the
supplier / service provider shall indemnify DACHSER against all third
party claims.
Clause 8
Rights of Use under Software Licences
8.1 The supplier / service provider grants DACHSER the non-assignable,
exclusive right to the software acquired, which right is unlimited in
time, and authorises DACHSER to use the software both in the
Federal Republic of Germany and abroad, by fully or partially loading,
displaying, running or storing it without restriction on one or several
devices and on the network. For the purposes of these General
Conditions of Business "use" means, in addition to running and
installing the software, every act of copying, either in whole or in part,
in particular the making of back-up copies and every transfer of the
software, whether in whole or in part, to a machine or a data carrier in
order to carry out the commands and instructions contained therein or
to store the same.
8.2 More extensive use of the software, in particular by modifications,
additions or reproductions and recompilation of the software into other
code forms (decompilation) is authorised.
8.3 Title to the software shall remain with the copyright author.
Clause 9
Reservation of Title
9.1 Absolute title to the goods delivered shall pass to DACHSER upon
delivery to the receiving point stipulated by DACHSER.
9.2 Any agreement of a reservation of title is hereby expressly refuted.
Clause 10
The Scope of Software Maintenance Services
10.1 If a maintenance agreement is concluded the supplier / service
provider shall repair programme faults, in respect of which warranty
rights no longer exist; the supplier / service provider shall do so by, at
its option, providing DACHSER with individual corrections, changes to
the settings or a level of software revision on a data carrier within a
reasonable period to time. It shall constitute a fault if the software does
not comply with the functions stated in its performance specification,
delivers wrong results, uncontrollably breaks off its programme run or
in some other way does not behave as it should function, so that the
use of the software is prevented or impaired.
10.2 The repair of a fault includes analysing the fault, isolating the cause of
the fault and - if it is not possible to repair the fault at a reasonable
cost or because of time - bypassing the fault. The faults can also be
repaired with an improved programme version (= update).
10.3 Furthermore, when concluding the maintenance agreement, the
supplier / service provider undertakes to provide improved programme
versions (= update) and new programme levels with enhanced
performance and functions, if appropriate including the possibility of
using new technology (= upgrade), at fixed intervals but at least twice
per annum.
10.4 The fee for the maintenance to be provided also covers the following:
10.4.1 The provision of specialised personnel and a 24 hour hotline service in
the respective language of the country where the DACHSER office is.
10.4.2 A central fault complaint desk with appropriate routing and call-back
monitoring within 24 hours / 7 days in the respective language of the
country where the DACHSER office is.
10.4.3 Support in analysing faults.
10.4.4 Advice on repairing and avoiding faults within 24 hours / 7 days.
10.4.5 Information about any software updates which exist.
Clause 11
Term of Agreement
11.1 If in the case of contract for the performance of a continuing obligation
no term has been agreed, the contract shall be deemed to have been
agreed for an indefinite term but can be terminated by either party at
any time with 3 months' notice ending with the end of a month.
11.2 Both DACHSER and the supplier / service provider shall have a right
to terminate without notice only in the event of financial deterioration
(e.g. cessation of payments, a petition for the institution of bankruptcy
proceedings) of one of the contract parties or in the event of a
breaches of contract by the other contract party, which the latter fails
to cure within a reasonable period of time despite a written notice, and
which are so grave that the partner affected thereby cannot be
expected to continue to be bound by the agreement.
11.3 Every notice of termination is required to be in writing.
Clause 12
Data Protection
Neither contract party is permitted to store personal data of the
respective other contract party within the framework of the business
relationship by means of electronic processing. The supplier / service
provider undertakes to treat all information which DACHSER makes
available to the supplier / service provider or its vicarious agents as
strictly confidential - irrespective of whether such information is
conveyed in writing, orally, by inspection or in some other manner -
and not to use such information for its own purposes or the purposes
of a third party.
Each contract party shall, through suitable and tested organisational
measures, ensure that any kind of confidential information also cannot
be made available to unauthorised persons accidentally. If it is
expedient or necessary to engage other persons / consultants
("Authorised Third Parties"), the supplier / service provider must bind
such Authorised Third Parties to the terms of this agreement to the
extent that such persons are not already bound by a duty of
confidentiality by their professional code of ethics.
Clause 13
Assignment
The supplier / service provider may assign his legal duties arising out
of the contract concluded upon these Conditions to a third party only
with DACHSER's written consent. The same shall apply to the
assignment of his rights under said contract.
Clause 14
Requirement of Writing
Any deviations from the provisions contained in these General
Purchase Conditions, other amendments or additions to the offer or
DACHSER's order require DACHSER's written confirmation in order to
be effective. This also applies to any cancellation of this requirement
of written form.
Clause 15
Savings Clause, Jurisdiction
15.1 If the agreement concluded upon these Conditions contains a gap or a
provision is or becomes invalid, whether in whole or in part, the
remainder of the agreement shall continue to be valid. In the event
that the invalidity is not due to a breach of Sections 305 et. seq. of the
German Civil Code (BGB) a provision shall be deemed to have been
agreed which comes closest to the commercial purpose of the absent
or invalid provision originally intended by the contract parties.
15.2 The contractual relationship between the contract parties shall be
governed by the law of the Federal Republic of Germany. The UN
Convention on Contracts for the International Sale of Goods pursuant
to the Vienna Convention of 11 April 1980 shall not apply. The
contract language is German.
15.3 The place of performance for both parties shall in each case be the
receiving point designated by DACHSER. The exclusive place of
jurisdiction for all disputes which arise out of the contractual
relationship either directly or indirectly shall be Kempten.
DACHSER General Purchase Condiions (22.07.2003) 2