§ 1 General
1.	The following general terms and conditions shall apply to contracts between F&P and their customers. These terms and conditions may be amended by special conditions of contract for individual deliveries and services.
2.	The customer's conditions of contract are not applicable, unless they are expressly accepted by F&P in writing. For the purpose of the contract no other conditions are acceptable.
3.	All sub agreements whether made in person or by telephone or cable must be confirmed in writing by F&P in order to become legally valid.
4.	F&P is entitled to modify or to amend the General Terms and Conditions including all attachments, for example the user conditions and the specification of services at any time. If the customer objects to these modifications, F&P is entitled to terminate the contract at the point of time at which the modifications shall become valid.

§ 2 Initiation and Conclusion of the Contract
1.	Contracts between F&P and their customers must be in written form to become valid. If an order is transmitted orally, by phone, in writing or any other form the contract becomes valid with the written order confirmation, or as soon as the customer has taken receipt of the goods or accessed the service or as soon as F&P has offered to deliver the goods or to fulfil the service.
2.	All offers by F&P are not binding until subject to confirmation. Orders comprising of services and goods are only regarded to be belonging together if this is expressly agreed upon.
3.	The order confirmation or declaration of acceptance is binding for the scope of services of a contract. Any objections to these declarations must be notified immediately in writing, prior to the execution of an order, however, at the latest within one week of receipt.
4.	As far as F&P provides services free of charge, F&P are entitled to stop them at any time without prior notice. In this case the customer cannot claim for damages, abatement or refund. For any alteration of the services requested by the customer F&P shall be entitled to charge a handling fee amounting to the current one off arrangement fee for the corresponding service.

§ 3 Risk of Loss and Dispatch
1.	F&P supplies ordered goods and documents exclusively at the customer's risk. This shall also apply, if F&P expressly declares acceptance of the transport charges. As soon as the subject of the contract is delivered into the charge of the customer or the forwarding agent the risk is transferred to the customer. This shall also be valid for incidental damage or loss or any other kind of loss of the subject of the contract. § 14 applies correspondingly for the services rendered by F&P.
2.	It is left to the customer to take out transport insurance at his own cost. Any returns of goods to F&P shall always be carried out at the expense and risk of the customer.

§ 4 Delivery Periods and Delivery Dates, Partial Shipments
1.	F&P shall endeavour to keep the stated delivery periods. If F&P fails to meet a binding delivery period by more than 4 weeks, the customer is entitled to set an extension of 4 weeks, starting from the date of receipt of the deadline at F&P. If F&P fails to keep the deadline or no other agreement is made upon a new delivery date between the two contracting parties, the customer is entitled to rescind the contract by registered letter after expiration of this period. In this case the customer shall only be entitled to damages against F&P if F&P caused the damage wilfully or is grossly negligent. The customer is not entitled to any further claims.
2.	If the customer does not forthwith make use of his rights resulting from clause (1) he forfeits any rights concerning the breach of the delivery periods and dates. The same applies, if the customer on his part knowingly ignored his obligations to co-operate in connection with the delivery.
3.	F&P shall be entitled to make partial shipments of the products subject to the contract and to bill the customer for the partial shipment correspondingly.
4.	F&P shall not be held liable for any delay or impairment of service due to force majeure or events that essentially aggravate performance of the service or make it impossible - such events are for example strikes, lockouts, official orders or breakdown of communication networks and gateways of other common carriers. Such events shall entitle F&P to postpone or suspend the delivery or the service for the length of time of the interference plus an adequate restarting time.

§ 5 Prices and Conditions of Payment
1.	The prices stated by F&P are net prices in EURO exclusive of the applicable amount of value added tax. Charges for special packaging and transport are added and have to be borne by the customer unless otherwise expressly agreed.
2.	Hardware prices do not include installation, instruction and adaptation of software. Software prices (as well) do not include installation, instruction and possible adaptation to hardware or to any other software. These and similar services must be ordered and paid separately by the customer.
3.	All invoices are payable in advance or immediately upon delivery (cash on delivery) without any deductions unless otherwise expressly agreed. Cheques and bills of exchange shall be accepted as a valid form of payment only after they have been formally honoured and after deduction of any fees.
4.	The customer shall only be entitled to charge F&P if his counterclaim is uncontested or determined to be legally valid. The customer shall not be entitled to withhold payments.
5.	F&P shall have the right to charge all receivables they have against the customer and as well against all receivables that the customer has against F&P.

§ 6 Overdue Accounts
1.	If the customer fails to balance an invoice F&P shall be entitled to charge interest for overdue accounts at a rate of 8% above the basis rate according to the "Diskontsatzüberleitungsgesetz" (DÜG) (bank rate law) of the German Central Bank. The interest for arrears can be assessed at a higher rate if F&P proves charge at a higher interest rate.
2.	If a cheque or a bill of exchange is not formally honoured F&P shall be entitled to make all open invoices concerning the customer due for immediate payment. This shall also apply to all other cheques or bills of exchange accepted by F&P from the customer. For all services not yet executed F&P shall be entitled to demand prepayment or provision of commensurate security. If the customer fails to do so immediately F&P shall be entitled to rescind (from) all contracts concerned and to sue the customer for damages due to non-fulfilment after expiration of an adequate period of grace.
3.	In addition the following shall apply for the use of F&P Internet services: F&P shall be entitled to withdraw the corresponding services if the customer fails to settle payments on time. The customer, however, is still obliged to pay the monthly fees. If the customer fails to make full payment or fails to pay a substantial amount in two consecutive months, F&P shall be entitled to terminate the contract without notice.

§ 7 Reservation of Title
1.	F&P hereby reserves the right of ownership of all goods or documents delivered. Ownership shall be transferred to the customer only after payment has been received in full.
2.	The customer shall neither be entitled to put in pledge nor to provide the products subject to the reservation of title according to clause (1) as commensurate security. The customer shall be obliged to immediately inform F&P in writing about any garnishments or any other access of third parties to the products subject to the reservation of title. He shall furthermore be obliged to inform any third parties about F&P's ownership.
3.	The customer shall keep the delivered products subject to the reservation of title and insure them against robbery, theft, fire, water damage and vandalism at his own cost. The customer herewith transfers his title to insurance benefits to F&P with reference to the products delivered.
4.	The customer shall bear all costs that arise from measures to keep or to save the property of F&P. This applies as well if such a measure fails but still seems to be necessary from objective point of view.
5.	Any behaviour by the customer which is contrary to contract, for example, in the case of overdue accounts, shall entitle F&P to reclaim the delivered products subject to the reservation of title. The customer shall return the corresponding products immediately. In these cases it is only a withdrawal of the contract if this was expressly declared by F&P in writing.

§ 8 Breach of Duties
1.	For the sales of new hardware F&P guarantees the absence of defects according to the specification of the respective product. F&P shall be entitled to correct any defect either by replacement delivery or by rectification of defects. If the rectification of defects fails, the customer shall be entitled to withdraw from the contract or to reduce adequately his return service. If the customer is a merchant, a legal entity under public law or a Federal Special Fund, the warranty claims become time-barred within a period of 12 months.
2.	F&P shall not be liable for faultless operation of the products where hardware and software has been delivered by third parties.
3.	The assertion of warranty claims shall be excluded if the customer does not adhere to operation and maintenance instructions replaces parts or uses office supplies that do not correspond to the specifications of the original. Warranty claims from merchants, legal entities under public law or Federal Special Funds are excluded, if F&P is not informed in writing about the defect within 8 days from its first occurrence. On F&P's instruction the customer shall return the defective products to F&P's domicile at his own cost stating expressly the reasons for return and the invoice number.
4.	Any costs and handling charges arising from unjustified warranty claims shall be borne by the customer.
5.	If the customer uses software delivered by F&P together with systems or development software from third parties he shall not be entitled to claim warranty unless F&P agreed to the use of this software beforehand.
6.	F&P shall only be liable for damages, as far as the damage was caused deliberately or by the wilful negligence of F&P, their staff, their legal representatives or vicarious agents. For the rest F&P is only liable for foreseeable damages which were caused by violation of essential contractual obligations. F&P shall not be liable to the customer for any loss of earnings, for not providing reduction of costs, for indirect damages, for consequential harm caused by a defect, as well as for damages that are caused by any services or equipment made available by third parties. Moreover, F&P shall not be liable for any damages due to force majeure. Such events are for example acts of God, war attacks, strikes and lockouts, and similar events.
7.	In case of deletion of customer data F&P's liability shall be limited to the customer's expenditure for re-entering the backup copy. This does not apply if the customer caused the loss of data according to claim (3) sentence one. Any further warranty claims are excluded.
8.	F&P will endeavour to make available Internet services for 98 % of the year. Announced service interruptions for maintenance work or such caused by outside influences that are not within the responsibility of F&P are herewith excluded.
9.	Claims for damages as a result of non-performance of the service, positive violation of contractual duties, default on completion of the contract and tort are excluded against F&P as well as their auxiliary and vicarious agents, provided that there is no case for wilful or gross negligence.
10.	F&P is not liable for the information provided by their services and neither guarantees (for) their completeness, correctness or topicality nor for non-infringement of third party rights or the fact that the customer acts unlawfully by transmitting such information.

§ 9 Special Regulations for Standard Software
1.	As far as F&P sells or licenses standard software to the customer (that is) purchased from third parties the customer herewith commits himself to accept the delivery and contractual terms of the software manufacturer or supplier as well as the copy and exploitation rights of the software manufacturer or the license holder and to adhere to the corresponding statutes.
2.	Moreover, the customer shall release F&P from liability according to § 11 claim (2) sentence two of these general terms and conditions.

§ 10 Special Regulations for Consultation, Organisation and Programming
1.	Irrespective of any possible special regulations in license, project, framework or similar contracts the customer shall be obliged to check all work resulting from consultation, organisation and programming work for their completeness and correctness. Complaints must be submitted by the customer in writing within (a period of) 14 workdays from receipt of the software to include any evaluations, concepts or any other work together with the documents necessary to rectify the complaint. Hidden errors must be notified immediately upon their discovery.
2.	For software that has been individually developed for the customer by F&P the customer shall carry out the acceptance test immediately upon notification of readiness for operation. The acceptance test comprises the service as agreed upon between the two parties. If the customer fails to inform F&P about the lack of a performance characteristic agreed upon within a period of 14 days, the software shall be regarded as accepted even without execution. With the acceptance of the product all warranty claims against F&P are forfeited.
3.	No responsibility is taken for the individually developed software to meet the customer's special requirements or to be suitable for a special purpose.
4.	The customer is solely responsible for the correct use of the software, in particular for the saving of the data processed with the corresponding software.

§ 11 Reservation of Rights and Property Rights of Third Parties
1.	F&P reserves the property and copyright of all software, drawings, designs, descriptions, plans, concepts and all other documents created by them. They shall not be disclosed to third parties without F&P's written consent. Copying and modification is prohibited unless expressly approved by F&P. The products subject to this contract must be returned forthwith to F&P on demand unless another agreement of use is approved, for example: software. In case of violation F&P shall be entitled to claim damages. If, however, it is agreed that the right of use can be transferred to third parties, all copies must be marked with the original copyright note as well as all other property notes.
2.	F&P shall not be held liable for infringement of any patent or copyrights or any other property rights by the customer concerning deliveries or services subject to the contract. If F&P is held liable by third parties the customer has to indemnify F&P from any claims of that kind. In case of a claim F&P shall inform the customer without delay.
3.	If the development of software is incomplete, the customer only receives the unlimited and exclusive right of use and disposition for the overall result of the work carried out by F&P, if this has been expressly agreed upon. The delivery of source code and all documentations will only take place if this has expressly been agreed upon.

§ 12 Special Regulations for the Booking of Online Advertising Media on F&P Websites
1.	The customer shall be liable for the legal accuracy and the accuracy of the contents of the advertisements. Competition laws, morality and rights of third parties (trade mark rights, rights to a name, copyright, data privacy laws, etc.) must be adhered to. In case of infringement F&P reserves the right to not place the (corresponding) advertisement, even in case of doubt, and to claim damages, if a booking order has been received.
2.	In consequence of the permanent further development of the website F&P reserves the right to structural changes of the website. If such changes have an effect on placed advertisements F&P shall arrange for a fair compensation. All further claims are satisfied by this compensation.
3.	F&P as operating company of the website herewith declares that they shall ensure the permanent availability of the website. Damages shall only be claimed if F&P acted with gross negligence.
4.	The customer's right to the booked advertisement shall be invalid if the (concerned) booking has not been paid on time or if information material or data required for the advertisement have not been made available.

§ 13 Right of Withdrawal According to the Distant Selling Law
1.	According to § 3.I Distant Selling Law and § 361a German Civil Code the following applies for contracts concluded by online booking: The buyer has the right to withdraw from his declaration of intention to conclude a contract within a period of two weeks in writing to the contractor.
2.	If services are ordered online the withdrawal period starts on the date of order, for goods this period starts on the date of supply.
3.	If an online service has already been used before expiry of the withdrawal period (for example by file up-loads or provision of information) the withdrawal period becomes null and void.

§ 14 Duties and Obligations of the Customer

1.

The customer shall be obliged to use all services offered by F&P properly. In particular, he is obliged a) to pay the fees agreed upon on the due date. The customer shall bear the charges arising from cheques that have not been honoured of from debit entries that have been returned; b) to take care that the infrastructure of the network or parts of it are not overloaded by excessive usage; c) not to misuse the access to F&P services for illegal acts and to refrain from publication of racist, discriminating or immoral contents. The customer shall be liable for all direct and indirect damages resulting from violations; d) to ensure that the services are used in compliance with all applicable laws and official directives; e) to allow for the approved basic principles of data security, in particular, to keep pass words a secret or to change them immediately or to arrange for them to be changed, if presumably unauthorised third parties gained knowledge of the same; f) to refund F&P any expenditures resulting from checking their equipment upon receipt of an error message, if upon examination it proves that the error occurred in the customer's area of responsibility.

§ 15 Data Confidentiality
1.	The contractual parties agree to keep all data about the other party in confidence as far as this data is not yet known to the public or unless the corresponding contractual partner expressly agrees to their publication. This shall also apply correspondingly to offers, tenders, concepts, system specifications, drawings, leaflets and all further documents that are left with the customer in the course of the negotiations for a contract. This obligation shall continue beyond the duration of this contract.
2.	The customer shall be herewith informed that F&P or related companies will save and process person related data to the extent as appropriate in the framework of this contract. Person related data shall only be made available to third parties if this is legally obligatory.

§ 16 Return of Goods and Incorrect Shipments
1.	Goods shall only be returned if F&P expressly agrees to it. In case of an agreed redemption of goods F&P shall charge a lump sum on principle. Any goods returned to F&P "freight collect", shall not be accepted.
2.	The customer must claim for incorrect shipments within a period of eight days from receipt of goods. Incorrect shipments will be collected at the customer's site by F&P or a forwarding agent free of charge.
3.	If the customer has ordered incorrect goods he shall return them to F&P "CIP"; risk during transport shall be borne by the customer. As a matter of principle F&P charges a handling fee of 6% of the order value, or at least EUR 50.00 for taking back such incorrectly ordered goods. If the seals of software, hardware or office material that were ordered wrongly have been damaged or if the license package has been opened redemption of goods is excluded on principle.

§ 17 Court of Jurisdiction and Place of Performance
1.	All claims arising from the contract shall be filed with the court of jurisdiction at Hof/Saale provided that both parties are merchants, legal entities under public law or a Federal Special Fund.
2.	The domicile of F&P is the place of performance for all obligations arising from this contract.

§ 18 Applicable Law
1.	All contractual provisions shall be governed exclusively by the law of the Federal Republic of Germany. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 19 Final Clause
1.	These General Terms and Conditions shall remain valid even if individual provisions are invalid or unfeasible or become invalid or unfeasible. In such a case the contractual parties are obliged to replace the invalid provision by a legally valid one that comes closest to the economic value of the invalid provision.