Hardware Maintenance Agreement

In case of a configuration Hardware change (exchange, equipment reduction), the

Between
CSB-System AG
An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
and the company named on the product sheet or order confirmation the following
conditions for maintenance of Hardware delivered by CSB apply:
1. Subject Matter
Subject matter of this contract is the Maintenance of Hardware by CSB. Within the
framework and according to the individual provisions of this agreement, CSB shall
undertake the customer service to maintain the operability of the Hardware installed by
CSB on User’s premises.
Maintenance charge will be adjusted accordingly starting the first month after CSB
received the confirmation of scrapping including the equipment serial number.
The current applicable maintenance charges are listed in the Price List for Services.
6. Liability
CSB assumes liability only in those situations that are expressly regulated in these Terms
and Conditions and only in the event that such liability is incurred by gross negligence
or premeditated injury of obligation.
Irrespective of legal ground, liability on the part of CSB is limited to EUR 12,500.00 or
the Maintenance charge of such machine causing the damage or that is subject matter of,
or directly related to the claim, respectively.

2. Hardware Identification 7. User Obligations

 he Hardware Maintenance applies to the Hardware precisely specified in the delivery
T Before User delivers a machine to CSB for Maintenance he shall remove all programs,
note or the acceptance confirmation. data, data media as well as all additional equipment, changes and attachments not
supplied by CSB and ensure that the programs and data are backed up. Before User makes
3. Scope of Coverage use of the CSB Maintenance Services, User shall run the error detection procedure of CSB,
CSB shall provide maintenance services during regular business hours (business days, in particular the diagnosis program, and inform CSB of the results.
Saturday explicitly excluded, from 8.00 - 17.00 hrs. CET) to maintain Customer’s ability
to operate the Hardware installed by CSB and subject to 2). Outside business hours, 8. Maintenance Sub-Contracts
Hardware-technical consulting (Hotline / emergency helpdesk) is available. CSB is entitled to enter into maintenance sub-contracts in their own name and on their
If this agreement is concluded after a term of six (6) months upon acceptance of the own account to sustain the maintenance performance for User according to section 3 and
Hardware, an initial inspection by CSB with regard to the maintainability of the installed for the equipment according to section 2 of this agreement.
Hardware will be required. The initial inspection and, if necessary, the restoration of the
maintainability of the Hardware shall be invoiced separately by CSB at the prices and 9. Validation of these Terms and Conditions
conditions that are valid at the time. The Terms and Conditions apply, unless otherwise agreed upon in writing by both
CSB is not obliged to perform maintenance according to the provisions of the agreement parties. In no event shall any terms and conditions by User apply. Any modification to or
if they are the result of external influences, operating errors or changes for which CSB is deviation of the content of this agreement shall not be valid, unless such modification or
not responsible or changes, attachment or support services which were not performed by deviation has been confirmed in writing by CSB.
CSB or which were performed by third parties without prior consent from CSB. In addition, the General Delivery and Payment Terms and Conditions for the Purchase
If CSB accepts a Contract for Maintenance for User for which there is no obligation of Hardware and Software License, as well as the Prices for Services, Deliveries, and
according to this agreement, then Maintenance shall be charged to User at CSB prices and Performances, and the Terms and Conditions for Leasing of CSB apply. The latest terms
conditions valid at the time. and conditions shall always apply.
The CSB Maintenance Contract performances overview:
– CSB is obligated to eliminate hardware failure errors. 10. Applicable Law, Place of Fulfillment and Jurisdiction, Severability Clause
– For service performances with regard to Hardware delivered by CSB, CSB shall provide 10.1 The contractual obligations of both parties are applicable to German Law exclusively.
a technical customer service free of charge. However, German international civil law applies exclusively for par. 27 clause 1 and 3
– CSB shall provision spare or replacement parts supplied to or installed at the User and par. 34 EGBGB.
company. 10.2 Place of fulfillment and jurisdiction for all matters arising from current and future
– For hardware maintenance by CSB at the premises of CSB or at the User company the business dealings of both parties, for any reason, is Düsseldorf, Germany. However, CSB
necessary work hours are free of charge. reserves the right to pursue claims at a valid jurisdiction of the Purchaser/Licensee.
– The installation of temporary hardware replacements is free of charge. 10.3 Should individual provisions of this agreement become completely or partially invalid or
– For questions from User companies regarding Hardware delivered by CSB, CSB operates loose their enforceability, the validity of the remaining agreement will not be affected.
a telephone helpdesk for hardware. In such a case, CSB and Purchaser/Licensee shall replace the invalid clause with a valid
Travelling expenses and times shall be invoiced separately. If it is not possible to achieve clause that bears closest resemblance to the economic purpose of the invalid clause.
an operational state for faulty Hardware units at the Customer’s premises, these units will
be replaced by CSB. Parts that have been removed or replaced pass into the ownership
of CSB. If maintenance or replacement is impossible due to reasons of unavailability of
the faulty Hardware (technically out-of-date, production closed down at sub-suppliers) CSB-System AG, An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
CSB separately offers these units at a surcharge for the delivery of technically improved Version July 01, 2011
components.
CSB shall assume the following services that are not compensated for by the agreed fees
on agreement and under contract from User at the prices valid at the time:
– Work on electricity devices external to the equipment, as well as work on extensions
and accessories
– Elimination of defects caused by devices not listed on the delivery note
– Elimination of defects not caused by normal wear and tear, but by external influences,
such as improper use, intervention by third parties, or other circumstances beyond the
control of CSB, e.g. use of operating material and equipment that does not correspond
to the specifications of the manufacturer
– Supply of accessories and operating material such as ink ribbons, removable data media
(magnetic tapes, removable disk storage, print heads, etc.)
– Work resulting from a change of location of the machines

4. Maintenance Contract Term

 he term of the Hardware Support Agreement begins after the installation according to
T
the product sheet or delivery note and is of unlimited duration. Subject to six (6) months’
notice it may be terminated in writing to the end of the year, but not earlier than thirty-
six (36) months after the maintenance has commenced.
CSB may terminate the agreement without notice if:
– There is an arrears in payment of more than sixty (60) days of the maintenance
contract
– User has defaulted on payment for CSB-Software and/or delivery of Hardware
– User has applied for insolvency procedures or if such procedure has been opened
– An additional maintenance output has accrued due to the equipment not having been
repaired or maintained by CSB
– Maintenance is considerably impaired by changes commissioned by User or by
connection to equipment not maintained by CSB. This does not apply to cases in which
changes or connections had been previously approved.
– Device-specific environmental conditions no longer comply with the conditions of the
manufacturer
– Maintenance output is no longer economically viable (spare parts prices, availability,
high repair costs)
In the first three listed events, CSB is authorized to withhold maintenance services until
such reasons for termination no longer apply.
Upon expiration of the usual tax related degradations/asset depreciation times, CSB is
entitled, in the last three events, to eliminate the hardware components in question from
the maintenance scope without notice.

5. Maintenance Charge
The maintenance charge is the fix remuneration fee for the equipment named under
section 2 and the services named under section 3 of this contract. At the end of each
year, CSB has the right to adjust the amount of the Maintenance charge in line with
cost development. The additional costs in connection with the Maintenance, such as
accessories, data and program media, ribbons, print heads, installation material, shipping
and handling as well as travel costs and travel time shall be invoiced separately.
Software Maintenance Agreement
Between
CSB-System AG
An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
and the company named on the product sheet or order confirmation the following
conditions for maintenance of CSB Software apply:
1. Subject Matter
Subject matter of this contract is the maintenance of CSB Software. Within the framework
and according to the individual provisions of this agreement, CSB shall undertake the
customer service to maintain the operability of the CSB Software installed at the User
company. The maintenance shall refer exclusively to those software versions which
comply with the latest version.
2. Scope of Coverage
CSB services CSB Software implemented by CSB through the following measures:
– CSB shall be obligated to store User’s program version current at respective date in a
fire-proof environment.
– In case programs are lost during Customer’s operations (e.g. as a result of disk crash,
disk or diskette deletion resulting from maloperation), CSB shall provide the program
version installed at the User at the time of such event.
– All program improvements developed by CSB deemed critical are provided as updates.
– Legally required adaptations of programs (e.g. increases on sales tax, modified tax on
wages, changes to health insurance fund contributions, annuity insurance, and so on)
shall be implemented by CSB in due time and provided to User at no extra charge in
the latest version only.
– For questions from User regarding CSB Software, CSB operates a telephone helpdesk
free of charge.
– CSB shall provide a continued maintenance of the software and warrants that all
developed improvements to functional security shall be provided to User within the
framework of the version installed at Customer (update).
– Customers with a correspondingly extended software maintenance contract (“plus” or
“plus-plus”) receive upgrades at no cost, respectively are able to purchase them at a
cost-effective blanket price.
– With a percentage of the maintenance fee paid, maintenance customers without
software maintenance agreement “plus” or “plus-plus” purchase the right to opt for the
purchase of the upgrade at a preferential price.
– In such event that maintenance service is required at User company, the required labor
shall be free of charge.
The above-mentioned performances are covered by the agreed-upon flat maintenance
charge. Travelling expenses and times shall be invoiced separately. When providing
maintenance for a program version on the User’s system that is not up to date, CSB
retains the right to deliver the current program version. The customer will be invoiced
for the costs incurred to meet the necessary prerequisites and actions apart from the User
software (e.g. hardware, operating system software, services) according to the charges
valid at the time.
3. Execution of Maintenance Works
All maintenance service shall be performed at CSB by CSB during regular business hours.
These will be sent to User on standard data media. To the extent that consulting is
necessary for the individual maintenance service, this will be provided to User over the
telephone. CSB shall be informed of errors over the telephone or in writing during regular
business hours (8:00 - 17:00 hrs. CET). Outside business hours, Software consulting
(emergency helpdesk) is available. The user permits CSB to establish a remote connection
with the IT system of the user for maintenance purposes.
significant deviation from product specifications or provide a work-around within an
appropriate period so that Licensee is able to use the program in accordance with the
contract, or will ensure the availability of the function of the program in case of the
work-around. The right to removal of defects and the legal consequences and effects from
existing defects not reported to CSB by Purchaser/Licensee acc. to item 9.1 end six (6)
months after the transfer of the software. CSB accepts no liability for defects occurring
after such period.
6.5 In the event that during a CSB inspection a defect of the Software cannot be ascertained,
Purchaser/Licensee shall pay all costs of the inspection, especially in the event of faulty
usage, or other interference beyond the scope of CSB liability.
6.6 No warranty shall apply to defects resulting from erroneous or neglectful treatment,
excessive strain, unsuitable operating resources, fixture of additional equipment not
expressly approved by CSB, repair work or modification performed by third-parties
without authorization by CSB, or relocation of equipment to a location not approved
by CSB. Also no warranty shall apply to any operating resources subject to natural wear
and tear, as well as accessories, and the consequences of chemical, electro-technical, or
electric influences, not provisioned for according to Contract.
6.7 In the event that Software delivered by CSB is connected to any third-party software,
CSB shall assume no warranty for the fitness of such third-party software installed on
Hardware delivered by CSB, or the compatibility of such software to Software delivered
by CSB.
6.8 In no case shall CSB be liable for any additional claims by Purchaser/Licensee, no matter
what cause in law, including but not limited to breach of duty or illicit act, any claim for
indemnity for damages outside of the Purchased Object or Licensed Software, meaning
all consequential harm caused by defect, such as lost or ill-processed data, particularly
damages caused by operational outage or lost profits, beyond the limitations apparent
under section 11.1. of the General Delivery and Payment Terms.
7. Licensing Period
The software is leased to User on the condition that there is a valid lease contract under
the terms of business of CSB. When the lease period has expired, the software and the
CSB manuals shall be returned to CSB.
8. Validation of these Terms and Conditions
The Terms and Conditions apply, unless otherwise agreed upon in writing by both parties.
In no event shall any terms and conditions by User apply. Any modification to or deviation
of the content of this agreement shall not be valid, unless such modification or deviation
has been confirmed in writing by CSB. In addition, the General Delivery and Payment
Terms and Conditions for the Purchase of Hardware and Software License, as well as the
Prices for Services, Deliveries, and Performances, and the Terms and Conditions for Lease
of CSB apply. The latest terms and conditions shall always apply.
9. Applicable Law, Place of Fulfillment and Jurisdiction, Severability Clause
9.1 The contractual obligations of both parties are applicable to German Law exclusively.
However, German international civil law applies exclusively for par. 27 clause 1 and 3
and par. 34 EGBGB.
9.2 Place of fulfillment and jurisdiction for all matters arising from current and future
business dealings of both parties, for any reason, is Düsseldorf, Germany. However, CSB
reserves the right to pursue claims at a valid jurisdiction of the Purchaser/Licensee.
9.3 Should individual provisions of this agreement become completely or partially invalid or
loose their enforceability, the validity of the remaining agreement will not be effected.
In such a case, CSB and Purchaser/Licensee shall replace the invalid clause with a valid
clause that bears closest resemblance to the economic purpose of the invalid clause.

4. Maintenance Contract Term CSB-System AG, An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
The term of the software maintenance agreement begins after the installation according Version July 01, 2011
to the product sheet or delivery note and is of unlimited duration. Subject to six (6)
months’ notice it may be terminated in writing to the end of the year, but not earlier than
thirty-six (36) months after the maintenance has commenced.
CSB may terminate the agreement without notice if:
– There is an arrears in payment of more than 60 days of the maintenance contract,
– User has defaulted on payment for CSB-Software and/or delivery of hardware,
– User has applied for insolvency procedures or if such procedure has been opened
– After expiration of the business expected useful life of five (5) years, as of installation,
CSB terminates support in the form of maintenance for the purchased version.
In these events, CSB is authorized to withhold maintenance services until such reasons
for termination no longer apply.

5. Maintenance Charge
The maintenance charge is the fix remuneration fee for the services named under
Section 2. The maintenance fee shall increase annually by the same percentage as the
consumer price index increases, but minimum 2 % of the total maintenance fee. If there
is an increase of the monthly maintenance charge User has an extraordinary right of
termination of a period of notice of six (6) weeks, provided that the total maintenance
fee is increased by more than 10 %, after being notified of the price adjustment. After
this period has expired the conditions of this agreement with the adjusted maintenance
charge will apply accordingly. The maintenance charge will be debited directly by CSB
on a monthly basis. The ancillary costs in connection with the maintenance, such as data
and program media will be invoiced separately. The currently applicable maintenance fee
is listed in the Price List for Services, Deliveries and Performances.

6. Warranty
6.1 The display of CSB products for the purpose of advertisement or mere information shall
not encompass product specifications or guarantees with reference to the subject matter.
The regulation of § 434 para. 1 clause 3 BGB (German Civil Code) shall be ruled out,
provided that CSB is not liable for the defect according to the regulation of § 444 BGB
(German Civil Code).
6.2 Product specifications and additional properties beyond such specification shall only be
deemed as agreed upon or warranted if such agreement or warranty has been explicitly
concluded in writing on the part of CSB.
6.3 CSB warrants compliance of extended standard software with the specifications agreed
upon in writing at the time of passing of risk.
6.4 Licensee shall cooperate in the limitation of and removal of defects. Licensee shall be
obliged to provide CSB with verifiable documentation concerning type and appearance
of deviations from product specifications, or the guidelines in the Target Specifications,
and to comprehensively describe the defect in writing. CSB will try to eliminate any