DESIGNA

General Conditions of Sale and Supply of DESIGNA Verkehrsleittechnik GmbH

Item 1 General Provisions
1.1. These general Conditions of Sale and Supply apply to all deliveries and services provided by DESIGNA. For software, our general software licensing conditions also apply.

1.2. Our Conditions of Sale and Supply apply exclusively; we do not recognise any of the ordering party’s conditions that contradict or deviate from them unless we have expressly consented to their application in writing. Our Conditions of Sale and Supply also apply when we make a delivery, without reservation, in the knowledge of contradictory or deviating conditions of the ordering party.

1.3. Any individual agreements that deviate from or supplement our Conditions of Sale and Supply must be set down in writing.

Item 2 Order, Scope of Performance, Documents
2.1. Our offers are the basis of our deliveries or services unless a contractual agreement to the contrary has been made.

2.2. Offers and estimates for repair and installation works shall always be submitted subject to confirmation.

2.3. With regard to cost estimates, drawings and other documents (hereinafter termed ‘Documents’) DESIGNA reserves the right to assert its proprietary rights and copyrights. The documents can only be made accessible to third parties after DESIGNA’s consent has been obtained and, if the order is not placed, they must be returned as soon as they are requested. Documents belonging to the ordering party can be made accessible to such third parties to whom DESIGNA has transferred the order, thus implying permission.

2.4. With regard to standard software, the ordering party has the non-exclusive right of use with the agreed performance characteristics in its unaltered form on approved equipment. The ordering party shall be granted permission to make one back-up copy only without an express agreement.

Item 3 Prices, Payment Conditions
3.1. Our prices are taken to be ‘ex works’ plus VAT at the statutory rate. Packaging, loading and transportation costs as well as any import and customs duties shall be borne by the ordering party, unless agreed otherwise.

3.2. If DESIGNA has taken on installation or assembly and if nothing to the contrary has been agreed, in addition to the agreed remuneration, the ordering party shall bear all the necessary ancillary costs such as travelling expenses, the cost of transporting the tools and personal luggage, and secondment allowances.

3.3. Payments must be made to DESIGNA’s payment point without any additional costs for DESIGNA. Our invoices become payable within 10 days from the invoice date, unless agreed otherwise. If payment is delayed, DESIGNA is entitled to charge interest on arrears at a rate of 8% above the base rate p.a.. It reserves the right to assert claims for a greater loss.

3.4. Unless agreed otherwise, the following payment conditions apply:
30 % when the order is placed
40 % when readiness to deliver is declared
20 % after installation has been completed
10 % when acceptance is declared"

3.5. If, after the contract has been concluded, it becomes clear that the claim to payment is jeopardised by insufficient payment capability, notably inadequate creditworthiness on the part of the purchaser, DESIGNA is entitled to demand immediate security or cash payment, without any deduction, for all goods that have been supplied but not yet paid for, and advance payments for all goods that have yet to be supplied, as well as to withhold goods that have yet to be supplied. If the ordering party does not meet the above obligations by the relevant deadline, DESIGNA is entitled to refuse to make the delivery and to withdraw from the contract, as well as demand indemnification.

3.6. The ordering party can only offset claims with undisputed counterclaims or such as have been definitively established. The ordering party has no retention right on account of debt claims that do not emanate from the same contractual relationship.

Item 4 Delivery
4.1. Adherence to delivery deadlines presupposes that all the technical questions existing between DESIGNA and the ordering party have been settled and the ordering party has fulfilled all the duties incumbent upon it such as, in particular, the submission of the required official certifications or authorisations, clearances or plans, and agreed back to a reasonable degree; this does not apply if DESIGNA is responsible for the delay.

4.2. Partial deliveries are permissible. DESIGNA is entitled to make deliveries before the agreed deadline. If DESIGNA is prevented from fulfilling its supply obligation in due time by circumstances that have not become detectable until after the contract has been concluded, notably by force majeure, natural disasters, labour disputes, intervention by the authorities, problems in the supplying of material, traffic disruptions, unforeseeable interruptions in operations, risks caused by conflicts of war or terrorism, unforeseeable, missing or delayed supply by upstream suppliers or by other similar factors, the supply obligation is suspended for the duration of the hindrance and in the scope of its effect.
DESIGNA must immediately inform the purchaser in writing that the temporary hindrance or impossibility of providing the delivery or service has occurred, stating the reasons for this. If the suspension of the performance obligation is not acceptable to the ordering party, after the elapsing of a reasonable period to be determined by it, the ordering party is entitled to withdraw from the contract. It is not necessary for a deadline to be set in the situations mentioned in legislation (§ 323 Para. 2 and 4, § 326 Para. 5 of the German Civil Code). DESIGNA is not responsible for failure to perform or delayed performance attributable to the above factors. Claiming indemnification or the refunding of expenditure is precluded. If partial performance has been provided, the ordering party can only withdraw from the whole contract if it has no interest in partial performance. In cases of delayed performances for which the ordering party is responsible, the agreed delivery periods are extended and the agreed delivery deadlines put back accordingly.

4.3. In case of delay DESIGNA is liable in accordance with Item 9. Moreover, we shall be liable in a situation of delayed delivery for every full week to the extent of a flat-rate delay indemnification of 0.5% per week, up to a maximum of 15% of the value of the order, for the deliveries and services affected by the delay. Any claims in excess of this are precluded unless the delay is attributable to, at least, gross negligence on the part of DESIGNA, its organs or the staff involved in the fulfilment of the order.

Item 5 Passing of Risk
5.1. Unless agreed otherwise, delivery is deemed to be ‘ex works’. The risk is passed to the ordering party when the object of the delivery is handed over to the party instructed with its transportation, regardless of who is bearing the costs of transportation. This applies even if we have taken responsibility for other performances such as supply, installation or assembly. Upon request from and at the expense of the ordering party, consignments shall be insured by DESIGNA against the usual transportation risks.

5.2. If a complete installation is supplied to the ordering party and if acceptance is agreed, the risk is passed to the ordering party when the complete installation is put into service by the latter.

5.3. If shipment, delivery or putting into operation is delayed because of circumstances for which the ordering party is responsible, the risk is passed to the ordering party on the day on which readiness for dispatch is declared or on the day on which the possibility of the installation’s being put into service is declared.

Item 6 Installation, Assembly

Unless otherwise agreed in writing, the following provisions govern installation and assembly:

6.1. The ordering party must take responsibility for and promptly make available, at its own expense:
a) all ancillary ground, construction and other work that is not sector-specific including the specialist and unskilled manpower and the building materials and tools necessary for this,
b) the required articles and materials, such as scaffolding, lifting gear and other devices, fuel and lubricants that are necessary for assembly and start-up,
c) power and water at the site where they are to be used including the connections, heating and lighting,
d) at the assembly site, for storage of the machine parts, equipment, materials, tools etc., sufficiently large, appropriate, dry and lockable premises, and suitable work premises and accommodation for the assembly staff, including sanitary installations appropriate to the circumstances; moreover, for the protection of the effects of DESIGNA and the assembly staff at the building site, the ordering party must take the measures it would introduce for the protection of its own effects,
e) protective clothing and protective equipment that are necessary in the light of the specific circumstances of the assembly site.

6.2. Before the assembly work begins, without being asked, the ordering party must make available the necessary information about the position of hidden electricity, gas and water conduits or similar installations, as well as the necessary information about the static situation.

6.3 Before installation or assembly commences, the material and articles that are necessary to start the work must be provided at the installation or assembly site and all the preparatory work must have advanced so far, before the commencement of the installation works, that the installation or assembly can be started in accordance with the agreement and carried out without interruption. Approach routes and the installation or assembly site must have been levelled and cleared.

6.4. If the installation operations, assembly or start-up are delayed by circumstances for which DESIGNA is not responsible, the ordering party must bear the costs for waiting times and for additional travels of DESIGNA staff to a reasonable degree.

6.5. Every week, the ordering party must immediately certify for DESIGNA the hours the assembly personnel have worked and the completion of the installation, assembly or start-up process.

6.6. Acceptance shall only take place if this has expressly been agreed by contract. This being the case, if DESIGNA requires acceptance of the performance after completion, the ordering party must conduct it within two weeks. If this does not happen, acceptance is deemed to have taken place. Acceptance is also deemed to have taken place if use of the object of the performance – if applicable, following the completion of an agreed test phase – has commenced.

Item 7. Reservation of title
7.1. DESIGNA retains ownership of all the articles supplied up until the fulfilment of all the claims to which it has entitlement, such as exist with respect to the ordering party on the basis of the business relationship.

7.2. The ordering party is obliged to treat the retention property carefully; in particular, at its own expense it must adequately insure it against fire, water and theft damage at replacement value. If servicing and inspection are necessary, the ordering party must conduct these promptly at its own expense.

7.3. In instances of mortgaging or other intervention on the part of third parties, the ordering party must inform us immediately in writing.

7.4. Any processing or transformation of the retention property by the ordering party shall always be undertaken by ourselves. If DESIGNA’s ownership lapses through adjunction, it is already agreed hereby that the (co-)ownership of the ordering party of the entire object shall be transferred to DESIGNA pro rata in terms of its value (invoice value).

7.5. Mortgaging or transfer of ownership by way of security are not permitted. The ordering party can only sell the retention property in the normal course of business and only on condition that it receives payment from its customers or makes the transaction subject to the proviso that ownership shall not pass to the customer until the latter has fulfilled its payment obligations. Any claims arising out of resale or another legal basis relating to the retention property are hereby assigned in full to DESIGNA by the or dering party as security. The ordering party is authorised to collect the debts assigned to DESIGNA for their account in its own name, but this collection authorisation can be revoked if the purchaser conducts itself contrary to the contract.

7.6. If the ordering party conducts itself contrary to the contract, notably by delaying payment, after setting a reasonable deadline for payment, we are entitled to take back the retention property. Our taking the retention property back constitutes withdrawal from the contract.

7.7. At the ordering party’s request, we are obliged to release the security to which we are entitled in so far as the value of our security which can be obtained exceeds the claims to be secured by more than 10%; we are free to choose which securities are to be released.

Item 8 Requirement to Declare Defects, Warranties
8.1. The ordering party must inspect our consignments as soon as they are received to ascertain that they comply with the contract. DESIGNA must immediately be advised in writing of any shortages and wrong deliveries, as well as apparent defects, with a statement of the objections. DESIGNA must be advised of defects that only become apparent later as soon as their detection becomes possible, in the form described.

8.2. Any claims from the ordering party arising out of a defect of the goods are initially restricted, at the discretion of DESIGNA, to repairs or the supplying of replacement goods that are free of defects. If subsequent performance fails, or if it is unacceptable to the ordering party, or if we refuse performance seriously and definitively, at its discretion the ordering party can reduce the price or withdraw from the contract. Liability for indemnification is restricted to the scope stated in Item 9. This also applies to claims for the reimbursement of expenditure.

8.3 All claims derived from the defectiveness of the consignment, including any rights to indemnification, become statute-barred after 12 months from delivery (for wear-and-tear parts, after 6 months from delivery), except in the case of deliberate wrongful acts. This also applies to competing similar indemnification claims, arising out of liability other than contractual liability.

8.4. No warranty claims exist for mere slight deviation from the agreed level of fitness of the consignment, or in a situation in which its usability is only slightly impaired. Warranties are also excluded for losses attributable to improper handling or use other than that provided for in the contract. Notably, this applies in instances of faulty construction work, unsuitable building land or losses occurring because of particular external effects that are not provided for in the contract, as well as instances of software errors that are not reproducible. Moreover, if the ordering party or third parties make changes or carry out repairs inappropriately, no warranty claims result for the latter and the consequences thus arising.

8.5. If the defect declaration is made wrongfully, DESIGNA is entitled to demand indemnification from the ordering party for costs it has incurred through the unjustified defect declaration.

Item 9 Liability
9.1. DESIGNA is liable for the provision of indemnification regardless of the legal grounds for this, only in instances of deliberate wrongful acts or gross negligence on the part of its organs or vicarious agents. The above liability exclusion for ordinary negligence does not apply to the violation of material contractual obligations, unless it is a matter of liability for redhibitory defects. In a situation of the violation of material contractual obligations, liability is restricted to typical foreseeable losses. Indemnification claims arising out of contractual liability other than the liability shown in Item 8 become statute-barred after one year from delivery, except in the case of deliberate wrongful acts. This also applies to competing similar claims, arising out of liability other than contractual liability.

9.2. Liability to pay indemnification on account of a warranty taken on by us as well as liability under the German Products Liability Law (Produkthaftungsgesetz) remains unaffected by the above provisions. The same applies to the causing of a loss emanating from the injuring of life and limb or health.

Item 10 Industrial Property Rights and Copyright
10.1. Unless otherwise agreed, DESIGNA is only obliged to furnish delivery in the country of the place of delivery free of industrial property rights and copyright of third parties (hereinafter termed ‘industrial property rights’). If a third party asserts justified claims against the ordering party on account of the violation of industrial property rights by deliveries made by DESIGNA and used according to the contract, DESIGNA is liable to the ordering party in accordance with the following provisions:
a) At its discretion and at its own expense DESIGNA shall either obtain an industrial property right for the relevant consignments, alter them in such a way that the industrial property right is not violated, or replace the relevant parts. If this is not possible for DESIGNA on the basis of reasonable conditions, the ordering party is entitled to avail itself of the other statutory rights.
b) Liability for indemnification is restricted to the scope stated in Item 9.
c) The above-mentioned rights of the ordering party only exist in so far as it informs DESIGNA in writing about the claims being asserted by the third party as soon as these become apparent, if it does not acknowledge a violation and if all countermeasures and settlement proceedings remain the exclusive right of DESIGNA. If the ordering party suspends the use of the article that has been supplied for reasons of loss minimisation or for other important reasons, it is obliged to indicate to the third party that no acknowledgement of a violation of industrial property rights is implied by the suspension of use.

10.2. Claims from the ordering party are precluded in so far as it is responsible for the violation of industrial property rights.

10.3. Furthermore, claims from the ordering party are precluded in so far as the industrial property right violation has been caused by special instructions from the ordering party, by use that could not be foreseen by DESIGNA or by the alteration of the product supplied by the ordering party or its use in combination with products not supplied by DESIGNA.


General Software Licensing Terms and Conditions of DESIGNA Verkehrsleittechnik GmbH

Section 1 Subject of agreement
1.1 DESIGNA hereby under the following terms and conditions grants the Purchaser a time unrestricted, non-exclusive and non-transferable right to utilise the Licence Material as specified in the applicable order confirmation/ licensing agreement/ maintenance agreement for the specific number of workstations and/or Operations Control Computers and/or Terminals as specified in the applicable order confirmation/ licensing agreement and maintenance agreement.

1.2 Definitions: Operations Control Computer shall refer to an individual computer to which one or more workstations have access and which controls one or more Terminals and/ or Operations Control Computers. A Terminal shall refer to an individual piece of equipment that is controlled by an Operations Control Computer, but is not itself an Operations Control Computer. Licence Material shall refer to data processing programs and/ or licensed data in machine-readable form, including accompanying documentation and/ or manuals.

1.3 The utilisation of the Licence Material on an additional number of workstations/ Operations Control Computers over and above the number specified in the relevant order shall only be permissible in accordance with an additive licence negotiated in advance.

1.4 The applications correspond to the descriptions contained in the manual; there shall be no obligation to provide application functionality in excess of the aforementioned.

1.5 The granting of the right of utilisation shall only come into effect when the Purchaser is in possession of an order confirmation, a binding order has been placed on the basis of official order forms of DESIGNA, or invoicing has been issued by DESIGNA.

1.6 The General Terms of Sale and Delivery of DESIGNA shall apply in addition to these General Software Licensing Terms and Conditions, insofar as the General Software Licensing Terms and Conditions do not decree otherwise.

Section 2 Scope of licence
2.1 The Client shall be entitled to utilise transferred applications in accordance with provisions of the system application licence certificate.

2.2 "Utilisation" shall refer to each complete or partial instance of copying (storing) of machine-readable Licence Material for the purposes of processing the instructions or data contained therein on an Operations Control Computer, a single workstation or a Terminal. The Purchaser shall only be entitled simultaneously to utilise Licence Material stored on an Operations Control Computer, workstation or Terminal on the number of Operations Control Computers/ Terminals/ workstations specified in the order confirmation/ licence and maintenance agreement.
Insofar as the Licence Material is stored on workstations or Operations Control Computers, such storage in its entirety shall be limited to the number of workstations specified in the order confirmation/ licence and maintenance agreement. Before storage on additional workstations/ Operations Control Computers, the software shall be completely deleted from other workstations/ Operations Control Computers, so that, in total, the number of workstations/ Operations Control Computers specified in the order confirmation/ licence and maintenance agreement is not exceeded.

2.3 In the event that software functionalities requiring a licence are made accessible on an Operations Control Computer, these shall only be utilisable simultaneously on as many Terminals/workstations as are specified in the order confirmation/ licence agreement or maintenance agreement. The scope of licence shall also extend to the required utilisation of documentation and/ or manuals forming part of the Licence Material.

2.4 The Purchaser shall be entitled to create a copy of the machine readable Licence Material for data backup purposes. The reproduction of manuals is hereby expressly prohibited.

2.5 The Purchaser shall furthermore be entitled to link machine-readable Licence Material to other applications. Even a partial conversion into source code, as well as editing thereof shall not be permitted.

Section 3 Protection of the Licence Material
3.1 Irrespective of any rights of utilisation granted under Section 1 and 2 hereof, DESIGNA shall retain all rights to the Licence Material, including all full or partial copies thereof created by the Purchaser, even when the aforementioned Licence Material has been edited, translated or linked to other applications in unmodified or edited form. The ownership of the Purchaser in terms of machine-readable recording media, data storage and data processing equipment shall remain unaffected hereby.

3.2 The Purchaser undertakes to retain the protective notices, such as copyright notices and other reservations of rights contained in the Licence Material, unchanged and to affix the DESIGNA copyright notice to all copies.

3.3 The Purchaser undertakes not to make the licence material available to third parties, neither in its original form, nor in the form of complete or partial copies without the express written consent of DESIGNA. This shall also apply in the event of a full or partial sale or closure of the business of the Purchaser. Third parties shall not refer to employees of the Purchaser or other persons, insofar as they are located on the premises of the Purchaser for the utilisation of the Licence Material in accordance with this Agreement on behalf of the aforesaid.

Section 4 Delivery
4.1 At the discretion of DESIGNA, delivery shall take place in the form of delivery of the with this Agreement on behalf of the aforesaid. Licence Material on the Operations Control Computer or the workstation, or in the form of data transfer. On the Operations Control Computer, the Terminals or the workstations, different versions of the software or software functionalities may be located that are activated through an activation code by DESIGNA.

4.2 DESIGNA shall only carry out installation subject to chargeable service to be commissioned separately.

4.3 The delivery time shall be discernable from the order confirmation. In addition, reference is made to Section 4 of the General Terms of Sale and Delivery of DESIGNA.

4.4 Until such time as full payment of the purchase price has been effected, all data media and documentation shall remain the property of DESIGNA and shall not be pledged or assigned by way of security. The rights of utilisation pertaining to the Licence Material shall also only pass to the Purchaser upon full payment.

Section 5 Fees, terms of payment
5.1 The licence fees are specified in the price list applicable at the time this Agreement is concluded, and shall consist of a one-off licence fee. Should an advance payment be subject to value added tax on the basis of legal regulations, the value added tax due on such an advance payment shall be payable in addition to such an advance payment.

5.2 For the remainder, the provisions of Section 3 of the General Terms of Sale and Delivery of DESIGNA shall apply.

Section 6 Guarantees and Warranties
6.1 DESIGNA hereby guarantees that the delivered software complies with contractual requirements under contractual deployment, as well as state-of-the-art technology, and is free of defects that would negate or diminish its suitability with respect to the aforementioned requirements. No consideration shall be given to any minor reduction in value or suitability. The Purchaser is aware that with state-of-the-art technology it is not possible to develop computer applications that are entirely free of errors.

6.2 In the event that errors occur during contractual utilisation of the software, the Purchaser shall notify DESIGNA thereof in writing without delay in a comprehensible form, indicating the appropriate information for error recognition. The Purchaser undertakes to provide all reasonable support to DESIGNA during the rectification of errors. A prerequisite for entitlement to error rectification shall be that the error is reproducible and can be illustrated by means of machine produced output.

6.3 DESIGNA shall after receipt of the error notification in the first instance be entitled to remedy the defect. This shall be done by making available a defect-remedied version on the Internet, making available of a data medium containing a defect-remedied version or the online transfer of a defect-remedied version. This shall be at the discretion of DESIGNA. Should attempts to remedy the defect prove unsuccessful, should DESIGNA refuse to remedy the defect, or should such remedy be unacceptable to the Purchaser, the Purchaser may in accordance with applicable law claim an appropriate discount or, if the utilisation restriction in view of the total performance is unacceptable to the Purchaser, cancel the agreement. Claims for indemnification are limited in accordance with Section 9 hereof. The same shall apply to possible claims for reimbursement of expenses.

6.4 Claims on the basis of a defect in the contractual software shall expire within one year of delivery of such software.

6.5 Claims on the part of the Purchaser on the basis of defective goods shall not apply insofar as the Purchaser modifies software applications independently or has such modifications carried out by third parties without the permission of DESIGNA, without this being necessitated by delays on the part of DESIGNA and the fruitless expiry of a time limit specified by the Purchaser or by other substantial reasons in order to facilitate the utilisation of applications on the basis of this Agreement. Sentence 1 shall not apply if the Purchaser proves that the defects still in question have not been caused by application modifications carried out by the Purchaser or the third party.

6.6 DESIGNA shall not be liable for errors and damage that result from inappropriate or non-contractual utilisation of the licensed products.

Section 7 Conditions of use
Each licensed DESIGNA application has been developed for deployment on specific types of machines and for operation in conjunction with specific other equipment and programs by DESIGNA. The Purchaser is acquainted with the essential features of the software; these correspond with the requirements of the Purchaser. Specific conditions of use of the Purchaser shall be outlined by the aforesaid in advance in writing and shall be confirmed in writing by DESIGNA. Insofar as no separate declaration is made, the relevant statements in this regard in the product information shall apply. In the event that a licensed application is utilised in conditions other than the aforesaid conditions of use, the obligation for warranty shall not apply.

Section 8 Liability
8.1 Irrespective of the legal basis for damage, DESIGNA shall be liable for damage brought about by the culpable breach of a cardinal contractual duty in a manner that jeopardises the attainment of the purpose of this Agreement. Liability shall be limited to damage that is typical for this type of contract, the occurrence of which should have been foreseeable by each party to this Agreement on the basis of the circumstances existing at the time of conclusion of this Agreement.

8.2 DESIGNA shall not be liable for insufficient economic success, lost earnings, indirect damage, consequential loss and third party claims, with the exception of claims based on the violation of third party industrial/intellectual property rights.

8.3 The amount of damages in accordance with Subsections 1 and 2 hereof shall be limited to EUR 25,000.00 or the one-off fee of the licensed application that forms the basis of the claim or that was the direct cause of the damage. In each instance, the lower amount shall apply. Fees applicable at the time the claim arises, excluding value added tax, shall be decisive.

8.4 DESIGNA shall only be liable for the loss of data or restoring thereof in accordance with Subsections 1 to 3 hereof, and then only when such loss could not have been prevented through appropriate data backup measures on the part of the Purchaser.

8.5 The limitations of liability of Subsections 1 to 4 hereof shall also apply analogously to the benefit of the employees and agents of DESIGNA.

8.6 The liability of DESIGNA with respect to damages arising from gross negligence or the intent of its executive bodies or assistants, as well as the liability of DESIGNA in terms of the infringement of the copyrights of third parties and for claims on the basis of the German Product Liability Act shall remain unaffected hereby.

Section 9 Third party industrial/intellectual property rights
9.1 DESIGNA hereby warrants that the licensed products are not subject to third party proprietary rights that limit or exclude utilisation to the contractually stipulated extent. DESIGNA hereby indemnifies the Purchaser against the enforcement of suchlike claims of third parties with respect to costs and amounts of damages as may be imposed in a legally binding manner, provided that the Purchaser immediately notifies DESIGNA in writing of such a claim being raised and that DESIGNA exercises exclusive control over the legal defence and actions related thereto, and that the Purchaser provides DESIGNA with all required support, information and authorisation for the execution of the aforementioned actions.

9.2 In the event that claims have been enforced or are to be anticipated on the basis of proprietary right infringements of third parties, DESIGNA shall in the first instance, at its own cost, be entitled to modify the licensed product in such a way that it falls outside the scope of protection or to obtain the authority for the licensed product to be utilised in accordance with this Agreement in an unrestricted manner and without additional cost to the Purchaser.

9.3 DESIGNA shall not be liable in the event that claims of third parties are based on the Licence Material not having been utilised in a valid, unchanged version or in conjunction with applications not supplied by DESIGNA, or under conditions of use other than those specified under Section 7 hereof.

Section 10 Cancellation, utilisation prohibition
10.1 DESIGNA shall be entitled to cancel the licence without prior notice in particular when the Purchaser has violated the provisions of Section 2 Scope of licence and Section 3 Protection of the Licence Material.

10.2 With the coming into effect of a cancellation, irrespective of the time and reason thereof, the Purchaser undertakes to return the original as well as all copies and partial copies of the Licence Material to DESIGNA. In the event of Licence Material being recorded on machine-readable recording media of the Purchaser, return of the Licence Material shall be substituted with the complete deletion of the recorded material.

Section 11 Miscellaneous
11.1 The terms and conditions of this agreement shall be governed by the laws of the Federal Republic of Germany. The contractual languages shall be German and English.

11.2 The place of jurisdiction for all disputes arising from this Agreement shall be the court with jurisdiction over the registered head office of DESIGNA. . DESIGNA shall also be entitled to take action at the head office location of the Purchaser. The agreement on the place of jurisdiction shall apply even when the Purchaser has no inland place of general jurisdiction.

11.3 In the event that individual terms of these Licensing Terms and Conditions prove to be void or were ceded subject to mutual agreement, this shall not affect the validity of the Agreement as a whole. The parties to this Agreement hereby undertake to replace void provisions with legally valid provisions as close as possible in content, purpose and economic outcome to the void provisions.