Terms and conditions

Selen Systems GmbH
Standard Terms & Conditions

The following terms and conditions (“Terms & Conditions”) are applicable to all purchase contracts between Selens Systems GmbH (Selen Systems) and a purchaser of Selen Freezer Software or other software Selen Systems software (further referred as the "Product").

1. ORDERS
1.1 Purchaser’s orders are subject to acceptance by Selen Systems and a contract is considered to be concluded upon receipt by purchaser of Selen Systems’s written or electronically provided confirmation of the order (“Confirmation of Order”) or upon delivery of the Products to purchaser. By sending an order to Selen Systems, purchaser effects a binding offer. Selen Systems processes the order as soon as possible.
1.2 Online information about the Product provided on Selen Systems’s website does not constitute a binding offer to sell the Product.

2. CONTRACT PERFORMANCE
2.1. Selen Systems will endeavour to fulfil the Customerís requirements promptly but no liability can be accepted for failure to deliver within advertised times.
2.2 Allow up to 28 days for delivery.
2.3 Selen Systems reserves the right to make any changes whether technical or otherwise in the specification of the products or services which are required to conform with any applicable statutory or E.U. requirements or, where the products or services are to be supplied to the Customer's specification or which Selen Systems considers in its absolute discretion to be necessary, which do not materially affect their quality or performance.

3. PAYMENT
3.1 Purchaser shall pay the amounts invoiced by Selen Systems for Products ordered by purchaser within 30 days after the date of receipt of Selen Systems’s invoice by purchaser. Payment is deemed received upon its complete and unconditional credit to Selen Systems’s account. Place of payment shall be Mannheim, Germany. In case of delay of payment, Selen Systems shall be entitled to charge interest at a rate 8% above the current interest rate of the European Central Bank.
3.2 Selen Systems accepts payment by wire transfers and credit cards. All other methods of payment must be expressly agreed to by Selen Systems.
3.3 The statutory right to set-off against Selen Systems’s claims shall be excluded and waived except if purchaser’s counterclaim is undisputed or in case of existence of an unappealable court decision upholding such claim against Selen Systems.

4. DELIVERY AND STORAGE
4.1 Selen Systems reserves the right to charge for delivery.
4.2 If full delivery cannot be made to the agreed drop point or delivery address due to the Customerís act or omission, Selen Systems may additionally charge for abortive journeys or part deliveries.
4.3 If the Customer fails to accept delivery Selen Systems shall be entitled to:
4.3.1 make arrangements for storage of products and to charge the Customer accordingly and the Customer shall become responsible for the risk of loss of or damage to the products and for paying the contract price as if the products had been delivered; or
4.3.2 sell the products at the best price readily obtainable and (after deducting all storage, insurance and selling expenses) charge the Customer for any shortfall below the agreed price.

5. FORCE MAJEURE
No failure or omission in the performance of any of Selen Systems’s contractual obligations shall create liability, if such failure or omission is the result of acts of God, war, riot, accidents, compliance with any action or restriction of any government or agency thereof, strikes or labor disputes, limitations of transportation, inability to procure materials required to the performance of the contract or any other factor or circumstance beyond Selen Systems’s control hereto. In this case Selen Systems shall give written notice to purchaser within seven days of Selen Systems’s knowledge of such occurrence. Any suspension of performance by reason of this Section shall be limited to the period during which such cause of failure exists.

6. RETENTION OF TITLE
6.1 Until full payment is received by Selen Systems, all rights to and titles in the Products are retained by Selen Systems.
6.2 All rights to and titles in any materials, information and content not expressly sold hereby are, to the fullest extent permitted by law, retained by Selen Systems.

7. LICENSE
7.1 Selen Systems distributes proprietary, programs and protocols (collectively referred to as “Technologies”) and is holder of patents and/or patent applications and technical and scientific experience and know-how with respect to these Technologies, including but without limitation to the Products. Selen Systems shall grant purchaser a limited, non-exclusive, non-transferable license, which is hereby incorporated by reference, to use the Technologies only in connection with the Products purchased by purchaser from Selen Systems and used in compliance with these Terms & Conditions.
7.2 Purchaser shall not copy, reproduce, transmit, sell, lease, transfer, decompile, distribute, create derivative works of or improve upon the Products without Selen Systems’s express, prior written consent.
7.3 Purchaser agrees to assign and hereby assigns to Selen Systems any inventions conceived or reduced to practice in violation of these Terms & Conditions.
7.4 The use of Selen Systems Products in conjunction with materials or methods of third parties may require a license by a third party. User shall be fully responsible for determining whether and from which third party it requires such license and for the obtainment of such license.

8. GUARANTEE
8.1 Selen Systems undertakes to repair or, at its option, replace products which fail (fair wear and tear excepted) within 12 months of the passing of risk in the products to the Customer pursuant to these general conditions provided that such failure has occurred under normal conditions and subject to proper storage, use and maintenance of the relevant products by the Customer provided that:
(i) the Customer notifies Selen Systems promptly with details of any alleged defect or malfunction;
(ii) the Customer gives Selen Systems or its agents the opportunity to inspect on site and, if Selen Systems so requests, the products are returned promptly carriage to be paid by the Customer (and details of carriage notified in writing to Selen Systems in advance);
(iii) the products have not been repaired or modified by anyone other than Selen Systems or its agents; and
(iv) the products have been installed in compliance with Selen Systemsís recommendations.
8.2 If products are found to be defective Selen Systems undertakes to refund the Customerís reasonable expenses incurred in Germany in returning such products to Selen Systems or to Selen Systemsís order.
8.3 Selen Systems may at its option elect to refund or forgo the contract price and take back the products supplied or equipment provided in full satisfaction of any liability or obligation under sub-clauses 8.1. and 8.2. above.
8.4 If installation recommendations are not included with the products, or have not been previously supplied by Selen Systems, it shall be the duty of the Customer to request these from Selen Systems within 7 days of the date of delivery of the products to the Customer. Failure to make such request, or failure to comply with Selen Systemsís installation recommendations, shall relieve Selen Systems of any responsibility for any loss or damage to products attributable directly or indirectly to defective installation.

9. LIMITATION ON LIABILITY
9.1 Selen Systems shall under no circumstances be liable in contract or otherwise for any loss, damage, expense or injury whatsoever (other than personal injury or death arising from the negligence of Selen Systems of its employees or agents, responsibility for which is not excluded hereby) including loss of data, lost profits, contracts or goodwill, loss of anticipated savings or other special, indirect or consequential loss or otherwise arising out of or in connection with the supply, installation, use or failure of or defect in the products. Save in respect of claims for personal injury or death arising from Selen Systems's negligence, Selen Systems's liability shall be limited to the value of the products to which the claim relates whether such damages were reasonably foreseeable or actually foreseen.

10. SEVERABILITY
Should any provisions of these Terms & Conditions be or become invalid, entirely or partly, this shall not affect the validity of the remaining provisions. The parties agree to replace the invalid provision by a valid provision which comes as close as possible to the economic intentions of the parties as evidenced by such invalid provisions.

11. FORM REQUIREMENT
11.1 No waiver, amendment or modification of any purchase contract between Selen Systems and purchaser, except for these Terms & Conditions, shall be valid, enforceable or binding upon Selen Systems unless expressly agreed to in writing;
11.2 Failure of either party to insist upon or enforce strict performance of any provision of these Terms & Conditions shall not be construed as a waiver of that provision or any other provision nor future right or provision. Neither shall the course of conduct between Selen Systems and purchaser nor shall the trade practice modify any provision of these Terms & Conditions.

12. GOVERNING LAW AND VENUE
Any legal relationship between Selen Systems and purchaser, including these Terms &Conditions, shall be governed and construed in accordance with the laws of the Federal Republic of Germany without regard to its conflicts of laws provisions. The United Nations Convention on Contracts for The International Sale of Goods (“CISG”) shall not apply. Purchaser hereby expressly agrees to the venue in Mannheim, Germany, and to the exclusive jurisdiction of the courts of competent jurisdiction in Mannheim, Germany, for any disputes arising out of or regarding any legal relationship between Selen Systems and purchaser, including these Terms & Conditions.

13. ASSIGNMENT
Neither these Terms & Conditions, nor any rights or obligations with respect to the Products shall be assignable or transferable in whole or in part by purchaser, and any purported assignment or transfer shall be null, void and of no effect.

14. ENTIRE AGREEMENT
These Terms & Conditions together with the Confirmation of Order form the entire agreement between the parties with respect to the subject matter hereof. Any contradictory or additional terms contained in purchaser’s supplied purchase orders, acceptance forms or other documents are hereby expressly rejected and will be of no effect. Any description or information relating to the Products provided to purchaser on Selen Systems’s website or otherwise is provided for informational purposes only and shall not be deemed to amend or extend any of the provisions of these Terms & Conditions or the Confirmation of Order.

15. MISCELLANEOUS
15.1 Section titles are for convenience only and have no legal or contractual effect.
15.2 Any notice required under these Terms & Conditions shall be sent by Registered Mail, valid upon dispatch, with a return receipt. All notices to Selen Systems shall be directed to: Legal Department, Selen Systems GmbH, Augustaanlage 57, Mannheim 68165 Germany
15.3 All rights not expressly granted herein are reserved.
Selen Systems 04/2008