GENERAL CONDITIONS OF SALE

Chapter 1. General provisions

Art. 1 Applicability of the general conditions

1.1 These general terms and conditions apply to all offers and contracts under which the supplier delivers goods and/or provides services of any kind and under any name to the customer.

1.2 Exemptions and additions to these general terms and conditions are only valid if they are agreed in writing between the parties.

1.3 The applicability of the customer's purchase or other conditions is expressly excluded.

1.4 If any provision of these terms and conditions is void or cancelled, the other provisions of these terms and conditions remain in full force and effect. In this case, the supplier and the customer consult each other in order to agree on new provisions that will replace the invalid or invalid provisions.



Art. 2 Offers

2.1 All offers and other communications from the supplier are subject to confirmation, unless otherwise specified in writing by the supplier. The customer guarantees that the information provided by him or that was provided on his behalf to the supplier and on which the supplier based his offer is accurate and complete.



Art. 3 Prices and payment

3.1 All prices are exclusive of turnover tax (VAT) and other government levies. All prices indicated by the supplier are in euros (EUR) and the customer must make all payments in euros.

3.2 The customer cannot derive any rights or expectations from a cost estimate or budget issued by the supplier, unless the parties have agreed otherwise in writing. An available budget brought to the attention of the supplier by the customer only applies as a (fixed) price agreed between the parties for the service to be provided by the supplier if this has been expressly agreed in writing.

3.3 If, in accordance with the contract concluded between the parties, the customer consists of several natural and/or legal persons, each of these natural and/or legal persons is jointly and severally liable to the supplier for the execution of the contract.

3.4 The information contained in the supplier's records is evidence of the service provided by the supplier and the amounts due by the customer for the provision of this service, without prejudice to the customer's right to produce contrary evidence.

3.5 If a periodic payment obligation on the part of the customer applies, the supplier has the right to adjust, in writing and in accordance with the index or other standard included in the contract, the prices and rates applicable to the term specified in the contract. If the contract does not expressly provide for the possibility for the supplier to adjust prices or rates, the supplier is always entitled to adjust the applicable prices and rates in writing and within a period of at least three months. If the customer does not accept the adjustment in the latter case, he has the right to cancel the contract in writing within thirty days after notification of the adjustment, such termination taking effect on the date on which the new prices and/or rates would take effect.

3.6 The parties record the date or dates on which the supplier invoices the customer for the service agreed in the contract. The amounts due must be paid by the customer in accordance with the agreed payment terms or the payment terms indicated on the invoice. The customer cannot suspend any payments and cannot offset the amounts due either.

3.7 If the customer does not pay the amounts due or does not do so on time, he is liable for legal interest for commercial contracts on the unpaid amount without the need for a payment request or a formal notice of default. If the customer does not pay the amount due after a formal notice or request for payment, the supplier is entitled to request the collection of the debt, in which case the customer must pay all judicial and extrajudicial costs, including all fees charged by external experts. The above does not affect the supplier's other legal and contractual rights.


Art. 4 Confidentiality and personnel transfer

4.1 The customer and the supplier must ensure that all information received from the other party that the receiving party knows or should reasonably know is confidential is kept secret. This confidentiality obligation does not apply to the provider if and to the extent that the supplier is obliged to provide the information concerned to a third party in accordance with a court decision or a legal requirement, or if and to the extent that this is necessary for the correct performance of the contract by the supplier. The party receiving the confidential information may only use it for the purpose for which it was provided. In any event, information is considered confidential if it has been qualified as such by one of the parties.

4.2 The customer acknowledges that the software from the supplier is always confidential in nature and that this software contains trade secrets of the supplier and its suppliers or of the software producer.

4.3 During the term of the contract and for one year after its termination, each of the parties may not employ or otherwise engage directly or indirectly, for the purposes of the performance of the work, employees of the other party who are or were involved in the performance of the contract, unless the other party has given its prior written authorization. This authorization may be subject to conditions, including the condition that the customer pays reasonable compensation to the supplier.



Art. 5 Privacy and data processing

5.1 If this is necessary for the performance of the contract, the customer must, upon request, inform the supplier in writing about how it fulfils its legal obligations with regard to the protection of personal data.

5.2 The customer indemnifies the supplier against claims from persons whose personal data is recorded or processed as part of a personal data register maintained by the customer or for whom the customer is otherwise responsible under the law, unless the customer proves that the facts on which a complaint is based are attributable to the supplier.

5.3 The customer is fully responsible for the data he processes in connection with the use of a service provided by the provider. The customer guarantees to the provider that the content, use and/or processing of the data are not unlawful and do not infringe any rights of a third party. The customer guarantees the supplier against any claim by a third party brought for any reason whatsoever in connection with this data or the execution of the contract.



Art. 6 Safety

6.1 If the provider is required to provide some form of information security as part of the contract, this security must meet the security specifications agreed in writing between the parties. The provider does not guarantee that the security of the information provided is effective under all circumstances. If the contract does not provide for an explicitly defined security method, the security provided must meet a standard that is not unreasonable in terms of the state of the art, the sensitivity of the information and the costs associated with the security measures taken.

6.2 Access or identification codes and certificates provided to the Customer by or because of the Supplier are confidential and must be treated as such by the Customer, and may only be brought to the attention of authorized personnel in the Customer's own organization. The provider has the right to change access or identification codes and certificates.
6.3 The customer must adequately secure its systems and infrastructure and have active protection by antivirus software at all times.



Art. 7 Retention of title, reservation of rights and suspension

7.1 All items delivered to the customer remain the property of the supplier until all amounts due by the customer to the supplier under the contract concluded between the parties MAGIC SIGHT AND THE DISTRIBUTOR have been paid in full to the supplier. The customer who acts as a reseller may sell and supply all items that are subject to the supplier's retention of title to the extent that this is customary in the context of the customer's normal business.

7.2 The financial consequences of the retention of title on goods intended for export are governed by French laws.

7.3 Where applicable, rights are granted or transferred to the customer provided that the customer has paid all amounts due under the contract.

7.4 The supplier may keep all information, documents, software and/or data files received or created under the contract despite an existing delivery or transfer obligation until the customer has paid all amounts due to the supplier.



Art. 8 Transfer of risks

8.1 The risk of loss, theft, misappropriation or damage to objects, information (including usernames, codes and passwords), documents, software or data files created, provided or used in connection with the execution of the contract is transferred to the customer at the moment when the customer or a person auxiliary to the customer actually comes into possession of the objects and information in question.



Art. 9 Intellectual property

9.1 If the supplier is ready to undertake to transfer an intellectual property right, such a commitment can only be made expressly and in writing. If the parties agree in writing that an intellectual property right relating to software, websites, data files, data files, data files, equipment or other materials specifically developed for the customer will be transferred to the latter, this will not prejudice the right or possibility of the supplier to use and/or exploit, for itself or for third parties and without any restrictions, the parties, general principles, ideas, designs, algorithms, documentation, works, programming languages, languages, protocols, programming languages, protocols, standards and others, for itself or for third parties and without any restrictions, the parties, general principles, ideas, designs, algorithms, and others on Which the developments mentioned are based on other purposes. The transfer of an intellectual property right also does not affect the supplier's right to carry out, for himself or for a third party, developments similar to or derived from developments that have been or are carried out for the customer.

9.2 All intellectual property rights in software, websites, data files, data files, equipment and materials for training, testing and examination, as well as other materials such as analyses, designs, documentation, reports and offers, including preparatory materials in this respect, developed or made available to the customer in connection with the contract, are owned exclusively by the supplier, its licensors or its suppliers. The customer has the rights of use expressly granted under these general terms and conditions, the contract concluded in writing between the parties and the law. A right granted to the customer is non-exclusive and cannot be transferred, pledged, or sublicensed.

9.3 The customer may not remove or modify any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property rights relating to software, websites, data files, equipment or materials, or have such an indication deleted or modified.

9.4 Even if this is not expressly provided for in the contract, the supplier may always take technical measures to protect equipment, data files, websites, software made available, software to which the customer has direct or indirect access, and others in connection with an agreed limitation in terms of content or duration of the right to use these elements. The customer cannot remove or circumvent these technical measures or have these technical measures removed or circumvented.

9.5 The supplier indemnifies the customer against any claim by a third party based on the allegation that software, websites, data files, equipment or other material developed by the supplier itself infringes an intellectual property right of this third party, provided that the customer immediately informs the supplier in writing of the existence and content of the claim in writing and leaves it to the supplier to settle the claim, including the arrangements made in this regard. The purchaser must provide the necessary powers and information to the supplier and assist the supplier in defending itself against these claims. This indemnification obligation does not apply if the alleged violation relates to (i) materials made available to the supplier by the customer for use, modification, treatment or maintenance or (ii) changes made or ordered by the customer in the software, website, website, data files, equipment or other materials without the written permission of the supplier. If it is irrevocably established in court that software, websites, data files, data files, data files, equipment or other materials developed by the supplier itself violates or violates an intellectual property right owned by a third party, or if, in the opinion of the supplier, there is a good chance of such a violation occurring, the supplier must if possible ensure that the customer can continue to use, or use functional equivalents, software, websites, data files, equipment or materials provided. Any further indemnification obligations on the part of the supplier due to a violation of the intellectual property right of a third party are excluded.

9.6 The customer guarantees that the provision of equipment, software, hardware for websites, data files and/or other materials and/or designs to the supplier for the purposes of use, maintenance, processing, installation or integration does not infringe the rights of third parties. The customer indemnifies the supplier against any claim from a third party based on the allegation that such provision, use, maintenance, treatment, installation or integration infringes a right of this third party.

9.7 The provider is never obliged to perform a data conversion, unless this has been expressly agreed in writing with the customer.



Art. 10 Cooperation obligations

10.1 The Parties recognize that the success of work in the field of information and communications technology depends on adequate and timely cooperation between the Parties. The customer must always extend, in good time, the cooperation reasonably required by the supplier.

10.2 The customer bears the risk of choosing the items, goods and/or services to be provided by the supplier. The customer must always exercise the utmost care to ensure that the requirements that the supplier's service must meet are accurate and complete. The measurements and indications in drawings, images, catalogs, catalogs, catalogs, websites, websites, websites, offers, advertising materials, standards sheets and the like are not binding on the supplier, unless otherwise expressly stated by the supplier.

10.3 If the customer deploys employees and/or auxiliary persons in the execution of the contract, these employees and auxiliary persons must have the required knowledge and experience. If the supplier's employees perform work on the customer's site, the customer must provide, in a timely and free of charge, the required facilities, such as a workspace with computer and network equipment. The supplier is not liable for damages or costs due to transmission errors, malfunctions, or the unavailability of these installations, unless the purchaser proves that such damage or costs are the result of deliberate intent or recklessness on the part of the supplier's management.

10.4 Workspace and facilities must meet all legal requirements. The customer indemnifies the supplier against claims of third parties, including the supplier's employees, who suffer harm in the course of the execution of the contract due to acts or omissions of the customer or dangerous situations in the customer's organization. The customer must make known the company and safety rules in force in his organization to the employees deployed by the supplier before the start of work.

10.5 If, in connection with the services and products of the supplier, the customer makes software, equipment or other resources available to the supplier, the customer guarantees that any licenses or approvals that the supplier may require in connection with these resources will be obtained.

10.6 The customer is responsible for the management, including the verification of the settings and the use of the products provided and/or the services provided by the supplier, and for how the results of the products and services are used. The customer is also responsible for the appropriate instruction of users and for the use made by users.

10.7 The customer must himself organize, set up and adjust the required software and support software on his own equipment and, if necessary, modify the equipment, other supporting software and software and the operating environment used in this regard, and achieve the interoperability he wants.



Art. 11 Information requirements

11.1 In order to allow the correct execution of the contract by the supplier, the customer must always provide the supplier in good time with all the information reasonably required by the latter.

11.2 The customer guarantees that the information, models and specifications that he has provided to the supplier are or are accurate and complete. If the information, drawings or specifications provided by the customer contain inaccuracies that are apparent to the supplier, the supplier will contact the customer to inquire about this.

11.3 As part of continuity, the customer must designate one or more contact persons who will act in this capacity during the duration of the supplier's work. Customer contact persons should have the required experience, specific subject matter knowledge and a good understanding of the goals that the customer wants to achieve.

11.4 The supplier is only obliged to periodically provide information regarding the execution of the work to the customer through the contact person appointed by the customer.



Art. 12 Project and steering groups

12.1 If both parties participate in a project or a steering group through one or more employees they have deployed, the communication of information takes place in the manner agreed for the project or steering group.

12.2 Decisions taken in a project or steering group in which both parties participate are only binding on the supplier if they are taken in accordance with what has been agreed between the parties in writing in this respect or, in the absence of written agreements in this context, if the supplier has accepted the decisions in writing. The supplier is never obliged to accept or implement a decision if, in his opinion, it cannot be reconciled with the content and/or the correct execution of the contract.

12.3 The customer guarantees that the persons he has appointed to participate in a project or a steering group are authorized to make decisions that are binding on the customer.



Art. 13 Terms

13.1 The supplier must make reasonable efforts to comply as far as possible with the conditions and deadlines and/or delivery dates, whether or not they are firm deadlines and/or dates, which he has specified or which have been agreed between the parties. Intermediate delivery dates and deadlines specified by the supplier or agreed between the parties always apply as target dates, are not binding on the supplier and are always indicative.

13.2 If a deadline is likely to be exceeded, the supplier and the customer must consult each other on the consequences of exceeding the deadline with regard to further planning.

13.3 In all cases, therefore also if the parties have agreed on firm delivery deadlines and dates or delivery dates and deadlines, the supplier will only be in default due to the expiry of a period after the customer has declared in writing that the supplier is in default and that a reasonable period of time that the customer has granted the supplier to remedy the shortcoming has elapsed. The formal notice must describe the breach as completely and in detail as possible in order to give the supplier the opportunity to respond appropriately.

13.4 If it has been agreed that the work provided for in the contract must be carried out in phases, the supplier is entitled to postpone the start of the work of one phase until the customer has approved in writing the results of the previous phase.

13.5 The supplier is not bound by a delivery date or deadline, final or not, if the parties have agreed to a change in the content or scope of the change in specifications, etc. or a change in approach to the execution of the contract, or if the customer does not fulfill his obligations under the contract or does not do so on time or in full. The need or the carrying out of additional work during the execution of the contract must never constitute a reason for termination or cancellation of the contract by the customer.



Art. 14 Termination and cancellation of the contract

14.1 Each party is entitled to terminate the contract due to a breach attributable to the performance of the contract only if the other party, in any case after a written notice of default that is as detailed as possible and allowing a reasonable period of time to remedy the breach has been issued, has been issued, guiltifully breaches essential obligations of the contract. The customer's payment obligations and all obligations of the customer or a third party hired by the customer to cooperate and/or provide information apply in all cases as essential obligations under the contract.

14.2 If, at the time of termination, the customer has already received goods or services in connection with the performance of the contract, these goods or services and the associated payment obligations are not cancelled, unless the customer proves that the supplier is in default for the essential part of these goods or services. Taking into account the stipulation in the preceding sentence, the amounts invoiced by the supplier prior to the termination for what it has already properly performed or delivered in connection with the execution of the contract remain due in full and become immediately due upon termination.

14.3 An agreement that, due to its nature and content, does not end and that has been concluded for an indefinite period of time may be terminated by one of the parties in writing after consultation between the parties. Reasons for the termination must be justified. If a notice period has not been agreed between the parties, a reasonable period of time must be observed when notifying the termination. The supplier is never obliged to pay any compensation as a result of the cancellation.

14.4 The customer cannot cancel an employment contract that has been concluded for a fixed period of time.

14.5 Each of the parties may terminate the contract in writing, in whole or in part, without the need for a notice of default and with immediate effect, if the other party benefits from a moratorium, temporary or not, if a bankruptcy application is filed for the other party or if the other party's company is liquidated or dissolved other than for a corporate restructuring or merger. The supplier may also cancel the contract, in whole or in part, without the need for a formal notice and with immediate effect, if a direct or indirect change occurs in the decisive control of the customer's business. The supplier is never required to reimburse any amount of money already received or to pay any amount as compensation due to the termination referred to in this paragraph. If the customer goes bankrupt irrevocably, his right to use the software, websites and others made available to him ends, as well as his right to access and/or use the services of the provider, without the need for termination by the provider.



Art. 15 Responsibility of the supplier

15.1 The total liability of the supplier due to a breach attributable to the performance of the contract or on any legal basis, including expressly any breach of a warranty obligation agreed with the customer, is limited to compensation for direct damage up to a maximum of the price stipulated for the contract in question (excluding VAT). If the contract is mainly a contract of continuous performance with a duration of more than one year, the price stipulated for the contract is set at the total amount of payments (excluding VAT) stipulated for one year. However, the total liability of the supplier for direct damage, on whatever legal basis, must never exceed 500,000 (five hundred thousand euros).

15.2 The total liability of the supplier in case of loss due to death or personal injury or property damage must never exceed 1,250,000 (one million two hundred fifty thousand) euros.

15.3 The supplier's liability for indirect damages, consequential damages, loss of profit, loss of profits, loss of savings, reduction of goodwill, losses due to business interruption, losses resulting from claims by the customer's customers, losses resulting from the use of third-party items, materials or software prescribed by the customer or software of third parties prescribed by the customer to the supplier and losses resulting from the engagement of suppliers prescribed by the customer to the supplier is excluded. The liability of the supplier for the corruption, destruction or loss of data or documents is also excluded.

15.4 The exclusions and limitations of supplier liability described in paragraphs 16.1 to 16.3 inclusive are entirely without prejudice to the other exclusions and limitations of supplier liability described in these terms and conditions.

15.5 The exclusions and limitations referred to in paragraphs 16.1 to 16.4 inclusive cease to apply if and to the extent that the harm results from deliberate intent or recklessness on the part of the supplier's management.

15.6 Unless the performance of the contract by the supplier is definitely impossible, the supplier is only liable for a breach attributable to the performance of the contract if the buyer declares in writing without delay that the supplier is in default and grants him a reasonable period of time to remedy this breach, and if the supplier does not fulfil his obligations in a guilty manner even after the expiration of this period. The formal notice must describe the breach as completely and in detail as possible in order to give the supplier the opportunity to respond appropriately.

15.7 In order for there to be any right to compensation, the customer must always report the damage to the supplier in writing as soon as possible after the damage has occurred. Any claim for compensation against the supplier is time-barred by the simple expiration of a period of 12 months following the start of the claim, unless the purchaser brought an action for damages before the expiry of this period.

15.8 The purchaser indemnifies the supplier against any claims by third parties for product liability due to a defect in a product or system that the purchaser supplied to a third party and which consisted of a portion of the equipment, software or other materials supplied by MAGIC SIGHT, unless and to the extent that the purchaser is in a position to prove that the damage was caused by the equipment, software or other materials mentioned.

15.9 The provisions of this article and all other limitations and exclusions of liability referred to in these general terms and conditions also apply for the benefit of all natural and legal persons that the supplier engages in the performance of the contract.



Art. 16 Force majeure

16.1 None of the parties is required to fulfill any obligation, including a legal and/or agreed warranty obligation, if prevented from doing so by force majeure. Force majeure on the supplier's side includes in particular (i) the force majeure of the supplier's suppliers, (ii) the breach of obligations of the suppliers that were prescribed to the supplier by the buyer, (iii) defects in items, equipment, software or materials of third parties whose use was prescribed to the supplier or software or materials of third parties whose use was prescribed to the supplier by the purchaser, (iv) government measures, (v) power outages, (vi) Internet outages, data networks or telecommunications installations, (vii) war and (viii) problems transport generals.

16.2 Each of the parties has the right to cancel the contract in writing if a force majeure situation persists for more than 60 days. In this case, the services already performed under the contract are paid on a pro rata basis, without the parties owing each other anything else.



Art. 17 Modifications and additional work

17.1 If, at the request or with the prior consent of the customer, the supplier has carried out work or provided goods or services that are or are not included in the work and/or the provision of agreed goods or services, the customer must pay for such work or supply of goods or services in accordance with the agreed rates or, if no rate has been agreed between the parties, in accordance with the supplier's usual rates. The supplier is not obliged to honor such a request and may require that a separate contract be concluded in writing for this purpose.

17.2 Insofar as a fixed price has been agreed for the provision of services, the supplier must, upon request, inform the customer in writing of the financial consequences of additional work or the additional provision of goods or services referred to in this article.




Art. 18 Transfer of rights and obligations

18.1 The customer may not sell, transfer or pledge its rights and obligations under a contract to a third party.

18.2 The supplier is authorized to sell, transfer or pledge its rights to the payment of amounts due to a third party.



Art. 19 Applicable law and disputes

19.1 Contracts between the supplier and the customer are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

19.2 Disputes that arise due to the contract concluded between the parties and/or due to any other contract arising from it are resolved by arbitration in accordance with the regulations governed by the Code of Civil Procedure (CPC) Articles 1442 To the article 1527 and precede without prejudice to the right of each party to request preliminary measures in summary arbitral proceedings and without prejudice to the right of each party to take interim measures. The arbitration procedure takes place in Paris.

19.3 If one or more of the parties have brought the matter before the legally competent court for it to be heard and resolved, the judge of that court is competent to hear and resolve the matter.

19.4 In the event of a dispute arising from the contract concluded between the parties or any other contract arising from it, each party has the right to initiate a mediation procedure before the Commercial Court in accordance with the mediation rules. This legally binding obligation includes in all cases the participation in at least one joint meeting of the mediators and the parties in order to give this alternative form of dispute resolution a chance of success. Each party is free to end the mediation procedure at any time after an initial joint meeting of the mediators and the parties. The provisions of this paragraph do not prevent a party from seeking preliminary measures in summary arbitration proceedings or from taking interim measures if deemed necessary.





Chapter 2. Provision of services

The provisions of this chapter “Provision of Services” apply in addition to the general provisions of these general terms and conditions if the supplier provides the customer with services of any kind whatsoever, whether or not they are detailed in one of the other chapters of these general terms and conditions. General conditions and


Art. 21 Execution

20.1 The supplier must perform its services carefully and to the best of its ability, where applicable in accordance with the agreements and procedures agreed in writing with the customer. All the services of the supplier are performed on the basis of an obligation of means, unless and to the extent that the supplier has expressly promised a result in the written contract and the result concerned has also been defined with sufficient determinability in the contract.

20.2 The supplier is not liable for losses or costs resulting from the use or abuse of access or identification codes or certificates, unless the abuse is a direct result of deliberate intent or recklessness on the part of the supplier's management.

20.3 If the contract has been concluded for the purpose of performance by a specific person, the supplier is always entitled to replace this person with one or more persons with the same and/or similar qualifications.

20.4 The provider is not obliged to follow the instructions of the customer in the performance of its services, especially if these instructions change or supplement the content and scope of the agreed services. However, if these instructions are followed, payment for the work concerned will be made in accordance with the supplier's usual rates.



Art. 21 Service Level Agreement

21.1 Service Level Agreements must only be expressly agreed in writing. The customer must always inform the supplier without delay of any circumstances that affect or could affect the level of service and its availability.

21.2 If service level agreements have been concluded, the availability of software, systems and related services is always measured in such a way that unavailability due to preventive, corrective or adaptive maintenance or other forms of service announced in advance by the supplier and circumstances beyond its control are not taken into account. Availability measured by the supplier is considered to be conclusive evidence, subject to contrary evidence produced by the customer.



Art. 22 Safeguards

22.1 The customer remains responsible for the execution of all administrative and retention obligations applicable to him by law.





Chapter 3. Software as a Service (SaaS)

The provisions of this “Software as a Service” chapter apply in addition to the general provisions of these general terms and conditions and the provisions of the “Service Provision” chapter if the provider provides services under the name or in the field of Software as a Service (SaaS). For the application of these terms and conditions, SaaS refers to a service by which the supplier makes software available to the customer remotely via the Internet or another data network, and maintains this availability remotely, without providing the customer with physical support with the software concerned.



Art. 23 SaaS supply

23.1 The provider must only provide SaaS upon instruction from the customer. The customer must not allow third parties to use the services provided by the provider in the field of SaaS.

23.2 If the supplier carries out work relating to the data of the customer, its employees or users pursuant to a request or order from a competent government body or in connection with a legal obligation, all costs associated with this work are borne by the customer.

23.3 The provider may change the content or scope of the SaaS delivery model. If these changes result in a change in the customer's current procedures, the supplier shall inform the customer as soon as possible and the costs of this change shall be borne by the customer. In this case, the customer may give notice of termination of the contract, which then takes effect on the date on which the change takes effect, unless the change is related to changes in the relevant legislation or other instructions issued by competent bodies, or unless the supplier bears the costs of such modification.

23.4 The provider may continue to provide SaaS using a new or modified version of the software. The provider is not obliged to maintain, modify, or add certain features or functionalities of the service or software specifically for the customer.

23.5 The provider may temporarily disable all or part of the SaaS for preventive, corrective, or adaptive maintenance or other forms of service. The provider must not allow the period of interruption of service to last longer than necessary and must ensure, if possible, that this period is outside of business hours.

23.6 The supplier is never required to provide the customer with a physical medium containing the software provided to and owned by the customer as part of SaaS.



Art. 24 Guarantee

24.1 The provider does not guarantee that the software made available and owned as part of SaaS is error-free and operates without interruption. The supplier will endeavour to correct the errors in the software referred to in article 30.3 within a reasonable period of time if and insofar as it is software developed by the supplier itself and the purchaser has provided the supplier with a written and detailed description of the defects concerned. If necessary, the supplier may postpone the correction of defects until a new version of the software is put into operation. The supplier does not guarantee that defects in software that he did not develop himself will be repaired. The vendor is allowed to install temporary solutions, program workarounds, or limitations to avoid problems in the software. If the software was developed on the instructions of the customer, the supplier may charge the repair costs to the customer in accordance with the supplier's usual rates.

24.2 Based on the information provided by the provider regarding measures to prevent and limit the effects of malfunctions, SaaS faults, data corruption or loss, or other incidents, the customer must identify and list the risks to its organization and take additional measures if necessary. The supplier declares that it is ready to provide assistance, at the request of the purchaser, in a reasonable manner and on the financial and other terms established by the supplier, with respect to additional measures to be taken by the purchaser. The provider is never required to recover data that has been corrupted or lost.

24.3 The provider does not guarantee that the software made available and owned under SaaS will be adapted in time to changes in relevant legislation and regulations.



Art. 25 Protection of personal data

25.1 Under legislation relating to the processing of personal data, such as the law on the protection of personal data, the customer has obligations towards third parties, such as the obligation to provide information and to allow the person concerned to consult his personal data, and to correct and delete the personal data of the person concerned. The customer is fully and exclusively responsible for complying with these obligations. The parties maintain that the supplier is the “subcontractor” within the meaning of the Personal Data Protection Act with respect to the processing of personal data.

25.2 As far as technically possible, the supplier provides support within the framework of the obligations that the customer must fulfill, as referred to in article 26.1. The costs associated with this assistance are not included in the agreed prices and payments and are borne by the customer.



Art. 26 Start of the service; payment

26.1 The SaaS provided by the provider must start within a reasonable time after the conclusion of the contract. The customer must quickly ensure that they have the necessary facilities to use the SaaS after the conclusion of the contract.

26.2 The customer is responsible for the payment specified in the SaaS contract. In the absence of an agreed payment schedule, all SaaS amounts provided by the provider are payable each calendar month in advance.




Chapter 4. Softwares

The provisions of this “Software” chapter apply in addition to the general provisions if the provider makes software available to the customer for use other than that of SaaS.
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Art. 27 Right of use and restrictions on use

27.1 The supplier makes the agreed computer programs and user documentation, hereinafter referred to as “software”, available to the customer for use during the term of the contract on the basis of a user license. The right to use the software is non-exclusive and cannot be transferred, pledged, or sublicensed.

27.2 The supplier's obligation to provide and the customer's right to use only extend to the object code of the software. The customer's right of use does not extend to the source code of the software. The source code of the software and the technical documentation prepared during the development of the software are not made available to the customer, even if the customer is prepared to pay a financial amount for the source code and technical documentation.

27.3 The customer must always strictly comply with the agreed restrictions for the use of the software, regardless of the nature or content of these restrictions.

27.4 If the parties have agreed that the software can only be used in combination with certain equipment, the customer is entitled, in the event of a malfunction of this equipment, to use the software on other MAGIC SIGHT equipment with the same qualifications during the period when the original equipment remains defective.

27.5 The supplier may require that the customer only start using the software after receiving one or more codes necessary for its use from the supplier. The provider is always entitled to take technical measures to protect the software against unlawful use and/or against use in a manner or for purposes other than those agreed between the parties. The customer must never remove or circumvent technical measures intended to protect the software or have these technical measures removed or circumvented.

27.6 The customer may only use the software in and for his own business or organization and only insofar as this is necessary for the intended use. The customer must not use the software for third parties, for example as part of Software as a Service (SaaS) or outsourcing.

27.7 The customer may never sell, rent, assign or grant limited rights or make available to third parties the software and the media on which the software is or will be recorded, in any manner, for any purpose or under any title. Nor can the customer grant, remotely or not (online), to a third party access to the software or place the software with a third party for hosting, even if the third party concerned only uses the software for the customer.

27.8 If requested to do so, the customer must cooperate without delay in an investigation into compliance with the agreed restrictions of use, conducted by or for the supplier. If the supplier requests it, the customer must allow him access to his buildings and systems. To the extent that this information does not relate to the use of the software itself, the supplier will treat as confidential any confidential business information that it obtains from the customer or at the customer's site as part of an investigation.

27.9 The parties maintain that the contract concluded between them, insofar as the object of this contract is the provision of software for use, will never be considered as a purchase contract.

27.10 The provider is not obliged to maintain the software and/or to provide support to users and/or administrators of the software. If, contrary to the above, the supplier is requested to perform maintenance work and/or provide support with respect to the software, the supplier may require the customer to enter into a separate written contract for this purpose.


Art. 28 Delivery and installation

28.1 The supplier delivers the software, at its option, on the agreed type of data medium or, if no agreement has been reached in this respect, on a type of data medium determined by the supplier, or makes the software available to the customer online. At the discretion of the supplier, any agreed user documentation is made available in printed or digital form in a language determined by the supplier.

28.2 The supplier only installs the software on the customer's company site if the parties have agreed so. If no agreement has been reached for this purpose, the customer himself installs, organizes, sets up, adjusts and, if necessary, changes the equipment and operating environment used.



Art. 29 Acceptance

29.1 If the parties have not agreed to a reception test, the customer must accept the software in the condition in which it is at the time of delivery (“as is, where it is”), therefore with all visible and invisible errors and defects, without prejudice to the supplier's obligations under the warranty regime as defined in article 34. In the above case, the software is deemed to have been accepted by the customer upon delivery or, if installation by a supplier has been agreed in writing, upon completion of the installation.

29.2 The provisions of paragraphs 30.3 to 30.10 inclusive are applicable if an acceptance test has been agreed between the parties.

29.3 In these terms and conditions, the term “error” means that the software does not substantially meet the functional or technical specifications of the software expressly provided in writing by the supplier and, if all or part of the software relates to custom software, to the functional or technical specifications expressly agreed in writing. An error only applies if it can be demonstrated by the customer and if it is reproducible. The customer must report errors without delay. Any obligation on the part of the supplier is limited to errors within the meaning of these general terms and conditions. The supplier has no obligations regarding other defects in or on the software.

29.4 If a test acceptance has been agreed, the test period is 14 days after delivery or, if installation by the supplier has been agreed in writing, 14 days after completion of the installation. The customer may not use the software for production or operational purposes during the trial period. The customer must carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.

29.5 If a acceptance test has been agreed, the customer must check whether the software delivered meets the functional or technical specifications expressly communicated in writing by the supplier and, if and insofar as all or part of the software relates to tailor-made software, meets the functional or technical specifications expressly agreed in writing.

29.6 The parties consider that the software has been accepted:

a. if the parties have agreed to an acceptance test: the first day following the test period, or
b. if the supplier receives a test report as referred to in article 30.7 before the end of the test period: at the time when the errors indicated in this test report have been corrected, notwithstanding the presence of errors that, in accordance with article 30.8, do not prevent acceptance, or
c. if the customer uses the software in any way for production or operational purposes: at the time when such use takes place.

29.7 If it appears, during the execution of the agreed acceptance test, that the software contains errors, the purchaser must communicate the test results to the supplier in writing, in a clear, detailed and understandable manner, no later than the last day of the test period. The supplier makes every effort to correct the errors mentioned within a reasonable period of time. The provider is authorized to implement temporary solutions, program workarounds, or limitations to avoid problems in this regard.

29.8 The customer cannot refuse to accept the software for reasons that are not related to the specifications expressly agreed in writing between the parties and, in addition, cannot refuse to accept the software due to the existence of minor errors, namely errors that do not reasonably prevent the operational or productive use of the software, the above without prejudice to the supplier's obligation to correct these minor errors under the warranty regime referred to in article 34. Furthermore, acceptance cannot be refused due to aspects of the software that can only be evaluated subjectively, such as aesthetic aspects of user interfaces.

29.9 If the software is delivered and tested in phases and/or parts, the non-acceptance of a certain phase and/or part is without prejudice to the acceptance of a previous phase and/or another part.

29.10 The receipt of the software in any of the terms referred to in this article serves to release the supplier from its obligations with respect to the provision and delivery of the software and, if the installation of the software by the supplier has also been agreed upon, from its installation obligations. Acceptance of the software does not affect the customer's rights based on article 30.8 relating to minor defects and article 34 relating to the warranty.



Art. 30 Availability

30.1 The supplier must make the software available within a reasonable time after the conclusion of the contract.

30.2 After the end of the contract, the customer must return all copies of the software in his possession to the supplier without delay. If it has been agreed that the customer must destroy the copies concerned at the end of the contract, the customer must report the destruction of the copies to the supplier in writing without delay. At or after the end of the contract, the supplier is not required to provide support for the data conversion requested by the customer.



Art. 31 Payment of the right of use

31.1 The customer must pay, unless provided free of charge, the amount due for the right of use at the agreed times or, if a time has not been agreed: a. if the parties have not agreed that the supplier will install the software: - upon delivery of the software; - or, in the case of payments due periodically for the right of use; - or, in the case of payments due periodically for the right of use, upon delivery of the software and then at the beginning of each new right-of-use period; b. if the parties have agreed that the supplier will install the software: - at the end of the installation; - or, in the case of periodic right-of-use payments, at the end of the installation and then at the start of each new right-of-use period.



Art. 32 Software changes

32.1 Except as otherwise provided by law, the customer may not modify all or part of the software without the prior written permission of the supplier. The supplier has the right to refuse this authorization or to impose conditions on it. The buyer bears all risks associated with changes made by him or changes made by third parties on his instructions, whether or not with the authorization of the supplier.



Art. 33 Guarantee

33.1 The supplier shall make every effort to correct errors within a reasonable period of time if such errors are reported to him in writing in detail within three months after delivery or, if a test acceptance has been agreed upon, within three months after acceptance. The provider does not guarantee that the software is suitable for the actual use and/or intended use. The provider also does not guarantee that the software will function without interruption and/or that all errors will always be corrected. Repair work is carried out free of charge, unless the software was developed on the instructions of the customer other than for a fixed price, in which case the supplier will charge the repair costs in accordance with its usual rates.

33.2 The supplier may charge the fixing costs in accordance with its usual rates if this work is necessary as a result of errors in use or misuse on the part of the buyer, or as a result of causes that cannot be attributed to the supplier. The obligation to correct errors ceases to apply if the customer makes changes to the software or has them made without the written permission of the supplier. 34.3 The correction of the errors must take place at a location and in a manner determined by the supplier. The vendor is allowed to install temporary solutions, program workarounds, or limitations to avoid problems in the software.

33.4 The provider is never obliged to recover data that has been corrupted or lost.

33.5 The supplier has no obligations, of any nature or content, with respect to errors reported after the end of the warranty period referred to in article 34.1.



Art. 34 Supplier software

34.1 If and to the extent that the supplier makes third-party software available to the buyer, the license terms of the third parties concerned apply in the relationship between the supplier and the buyer with respect to the software, instead of the provisions of these general terms and conditions that differ from these license terms and conditions, provided that the applicability of the license terms of the third party concerned has been reported to the purchaser by the supplier in writing and that, in addition, a a copy of the applicable license conditions has been posted available to the purchaser prior to the conclusion of the contract. By way of derogation from the provisions of the previous sentence, the customer cannot invoke the supplier's failure to comply with the abovementioned information obligation.

34.2 If and insofar as, for any reason whatsoever, the conditions of third parties referred to above are deemed not applicable or are declared inapplicable in the relationship between the buyer and the supplier, the provisions of these general terms and conditions apply in full.





Chapter 5. Purchase of equipment

The provisions of this chapter “Purchase of equipment” apply in addition to the general provisions of these general terms and conditions if the supplier sells equipment, regardless of its nature, and/or other items (physical objects) to the customer.



Art. 35 Buying and selling

35.1 The supplier sells the equipment and/or other items according to the nature and number agreed in writing and the customer purchases these materials and/or other items from the supplier.

35.2 The supplier does not guarantee that the equipment and/or items will, upon delivery, be suitable for the actual and/or intended use by the customer, unless the intended purposes have been clearly specified in the written contract without reservation.

35.3 The supplier's sales obligation does not include assembly and installation hardware, software, consumer items, batteries, stamps, ink and ink cartridges, toner cartridges, toner cartridges, cables, and accessories.

35.4 The supplier does not guarantee that the assembly, installation and use instructions that accompany the equipment and/or items are error-free and that the equipment and/or items have the characteristics indicated in these instructions.



Art. 36 Delivery

36.1 The equipment and/or items sold by the supplier to the customer are delivered to the customer ex warehouse. The supplier does not deliver the items sold to the customer to a location designated by the customer, or have these items delivered to the designated location, unless this has been agreed in writing. In this case, the supplier informs the customer, if possible in good time before delivery, of when the supplier or the carrier engaged by the supplier intends to deliver the material and/or items.

36.2 The purchase price of equipment and/or items does not include transport, insurance, transport and lifting costs, the rental of temporary installations and others. If applicable, these costs are borne by the customer.

36.3 If the parties have concluded a written agreement for this purpose, the supplier installs, configures and connects the equipment and/or items or has the equipment and/or items installed, configured and connected. The supplier's obligation to install and/or configure the equipment does not include data conversion and software installation. The supplier is not responsible for obtaining the required licenses.

36.4 The supplier is always entitled to perform the contract on the basis of partial deliveries.



Art. 37 Guarantee

37.1 The supplier strives to the best of its ability to repair manufacturing defects in the equipment and/or other items sold, as well as parts supplied by the supplier under the warranty, within a reasonable period of time and free of charge if these defects are reported in detail to the supplier within three months of delivery. The warranty does not include data conversion that is required as a result of repair or replacement. All replaced parts are the property of the supplier. The warranty obligation ceases to be applicable if the errors in the equipment, items or parts are wholly or partially the result of incorrect, negligent or incompetent use or of external causes such as fire or water damage, or if the customer makes or has made changes to the equipment or parts supplied by the supplier under the warranty without the latter's authorization or causes them to be made to them. The supplier must not refuse this authorization for unreasonable reasons.

37.2 Any claim or other claim for non-conformity of the equipment and/or items delivered other than those provided for in paragraph 48.1 on which the customer may seek to rely is excluded.

37.3 The supplier invoices the costs of work and repairs performed outside the scope of this warranty in accordance with the supplier's usual rates.

37.4 The supplier has no obligations of any kind under the purchase contract with respect to errors and/or other defects reported after the expiration of the warranty period referred to in paragraph 48.1.



Art. 38 Equipment from other suppliers

38.1 Insofar as the supplier sells equipment from third parties, MAGIC LEAP, the terms of sale of this third party apply in the relationship between the supplier and the buyer with respect to the material instead of the provisions of these terms and conditions that differ from these terms of sale, provided that the applicability of the terms of sale of the third party concerned has been reported to the purchaser by the supplier in writing and that, in addition, a copy of the terms of sale has been made available to the buyer before or during the conclusion of the contract or at the conclusion of the contract. By way of derogation from the provisions of the previous sentence, the customer cannot invoke the supplier's failure to comply with the aforesaid information obligation.

38.2 If and insofar as, for any reason whatsoever, the terms of third parties referred to are deemed not applicable or are declared inapplicable in the relationship between the buyer and the supplier, the provisions of these general terms and conditions apply in full.



Art. 39 Exclusions

39.1 Work carried out to find or repair malfunctions that are the result of user errors, incorrect use of the equipment, or external causes such as failures in the internet service, data network connections, power supplies, or connections to equipment, software or materials that are not within the scope of the maintenance contract, or are related to it, are excluded from the supplier's obligations under the maintenance contract.

39.2 The supplier's maintenance obligations exclude the following items: - the investigation or repair of malfunctions that are the result of or related to a change in the equipment carried out by a party other than the supplier or a party acting on behalf of the supplier; - the use of the equipment in a manner contrary to the applicable conditions and the failure to maintain the equipment by the customer in a timely manner. The supplier's maintenance obligations also exclude the investigation or repair of malfunctions related to software installed on the equipment.

39.3 If the supplier carries out an investigation and/or maintenance work within the scope of the exclusions set out in article 50.1 and/or article 50.2, it is entitled to charge the costs of such investigation and/or maintenance work in accordance with its usual rates. The above does not affect the amounts payable to the supplier by the customer in connection with maintenance services.

39.4 The supplier is never obliged to recover data that has been corrupted or lost as a result of malfunctions and/or maintenance