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Synectic Systems GmbH.
General Terms and Conditions.

August 2014

A General Provisions

1 General issues

1.1
Any services, deliveries and offers made by Synectic Systems GmbH to companies, legal entities under public law or special funds under public law (hereinafter: the "Client") shall be based exclusively on the following Terms and Conditions. These Terms shall also be applicable for any future transactions of the same or a similar type.
1.2
Entrepreneurs as defined in the present Terms and Conditions are individuals or legal entities or partnerships with legal capacity engaged in commercial or freelance activities.
1.3
Any deviating, contrary or supplementary general terms and conditions of the Client are explicitly ruled out. They will not become an integral part of the contract even if known to Synectic Systems GmbH, unless Synectic Systems GmbH expressly agrees to such terms. Reference by Synectic Systems GmbH to a letter containing or referring to General Terms and Conditions of the Client or a third party does not constitute explicit agreement.
1.4
Synectic Systems GmbH retains unlimited proprietary rights and the copyright to any offers and cost estimates as well as drawings, illustrations, calculations, prospectuses, catalogues, models and other documents provided to the Client (hereinafter documents). Such documents may be accessed by or disclosed to third parties only with the express consent of Synectic Systems GmbH. They shall be surrendered upon first request from Synectic Systems GmbH and possible copies have to be destroyed if not required by the Client in the course of the Client's routine business or if negotiations do not lead to a contract being signed.
1.5
Additionally, reference is made to the manufacturers' terms and conditions enclosed with the Products. Such terms and conditions are also deemed to have been agreed.

2 Conclusion of a contract

2.1
Any offers submitted by Synectic Systems GmbH are subject to confirmation and nonbinding, unless they have specifically been designated binding by Synectics or contain a specific deadline for acceptance.
2.2
A contract will be created only when Synectic Systems GmbH sends a written confirmation of the order within one week after it has been placed.
2.3
Any technical and design data in prospectuses, catalogues and written documents shall be binding only if expressly agreed in writing. Synectic Systems GmbH reserves the right to make changes to models, constructions and materials in the course of technical advancement and further development, and the Client shall not be entitled to derive any claims against Synectic Systems GmbH from such changes.

3 Reservation of title

3.1
Synectic Systems GmbH reserves the title to any goods (hereinafter goods subject to reservation of title) until all receivables from a current business transaction have been paid. In case of several receivables or a current account, such reservation of title shall serve as a collateral for outstanding balances, even if individual shipments have already been paid.
3.2
The Client shall treat the goods with care. In the event that maintenance or inspection work should be required, the Client shall conduct such work at its own expense on a regular basis.
3.3
The Client shall inform Synectic Systems GmbH without delay in the event that third parties should try to seize the goods subject to reservation of title, for example in case of distraint, or in the event that the goods should be damaged or destroyed. In addition, the Client shall inform any third parties that the rightful owner is Synectic Systems GmbH. Any change in ownership of goods subject to reservation of title or a change in its own business domicile shall be reported by the Client immediately.
3.4
In the event that the Client should act in breach of contract, in particular default in payment or violation of an obligation pursuant to Secs. 3 and 4 of the present Terms and Conditions, Synectic Systems GmbH, having set an appropriate deadline, is entitled to rescind the contract and to demand that the goods be surrendered.
3.5
The Client is entitled to resell the goods as part of its regular business transactions, provided the Client is not in default. Pawning the goods or using them as a chattel mortgage is not permitted. Even now, the Client shall assign to Synectic Systems GmbH any claims in the amount of the invoice which the Client may have against a third party due to reselling or for any other reason (insurance, tort). Synectic Systems GmbH accepts this assignment. After such an assignment, the Client is revocably entitled to collect the receivable for its own account in its own name. The authority to collect shall expire in the event that the Client should not duly meet its own payment obligations or that measures of compulsory execution should be taken against it or that insolvency proceedings are instigated against its assets or denied due to lack of assets. In such cases, the Client is obliged to inform any third party of such an assignment, to submit the information required for asserting our rights against said third party and to surrender any documents that may be required.
3.6
Any processing and treating or reshaping of the goods by the Client shall be for Synectic Systems GmbH as the manufacturer, but without any obligation for the latter. If such goods are processed with articles that do not belong to Synectic Systems GmbH, Synectic Systems GmbH shall acquire co-ownership of such articles in the proportion of the value of the goods supplied by Synectic Systems GmbH and the other processed articles at the time of processing. The same applies if the goods are mixed or composited with other objects that do not belong to Synectic Systems GmbH. If the Client's article is deemed to be the main element of any such mixing or compositing, it is deemed that the Client has granted Synectic Systems GmbH proportionate co-ownership of the new article. The Client shall keep any co-owned articles thus created safe for Synectic Systems GmbH.

4 Prices and terms of payment

4.1
The pricelist in force at the time any contract is concluded or, respectively, the ex-factory price offered plus incidental costs, especially the statutory turnover tax, packaging costs, shipping costs including insurance and the flat rate payable for environmental charges and handling shall be applicable.
4.2
In the event that Synectic Systems GmbH should handle the installation, assembly or startup, the Client shall be responsible for any necessary incidental costs such as travel expenses, the cost of shipping tools and personal luggage as well as accommodation allowance in addition to the agreed remuneration.
4.3
Unless otherwise agreed in the offer, the Client undertakes to pay the purchase price within 40 days after receipt of the invoice. The date of receipt of the payment by Synectic Systems GmbH shall be relevant for determining timeliness. Upon expiry of this deadline, the Client is deemed to be in default.
4.4
Cheques will be accepted only in lieu of formal payment, and the Client shall be responsible for any associated expenses.
4.5
The Client shall be entitled to offset any payments against claims of its own or to retain payments on the grounds of such claims only if its claims against Synectic Systems GmbH are uncontested or have been held valid by a court of law.
4.6
Synectic Systems GmbH is entitled to assign its claims in connection with goods shipped and services provided to third parties at any time.
4.7
Synectic Systems GmbH is entitled to demand advance payment or collateral before executing outstanding deliveries or services if, after the contract has been signed, it becomes aware of circumstances that could substantially affect the creditworthiness of the Client and that could jeopardise payment of any outstanding receivables of Synectic Systems GmbH under the respective contractual relationship (including other individual orders for which the same master agreement is applicable).

5 Shipment and transfer of risk

5.1
Any shipment obligations on the part of Synectic Systems GmbH shall be subject to timely and correct delivery from the specific supplier of Synectic Systems GmbH, unless Synectic Systems GmbH is responsible for such an incorrect or belated shipment.
5.2
Synectic Systems GmbH shall be entitled to make partial deliveries only if these are of interest to the Client given the purpose of the contract, if shipment of the remaining goods ordered is guaranteed and the Client does not incur any substantial extra costs as a result.
5.3
Agreed delivery dates are deemed to have been complied with if the goods were handed over on the agreed date to the individual or agency retained for making the shipment if shipment has been agreed.
5.4
In the event that the Client should come into default with regard to calling, accepting or collecting the goods, Synectic Systems GmbH is entitled to demand compensation for any damages it has incurred; if default of acceptance occurs, the risk of accidental deterioration and accidental destruction shall be transferred to the Client.
5.5
Synectic Systems GmbH shall not be liable for the impossibility of shipment or delays in shipments caused by force majeure or other events unforeseeable at the time the contract was concluded (for example failure of operations of any kind, problems in procuring material or energy, transport delays, strikes, legitimate lockouts, absence of the workforce, energy or raw materials, problems in connection with procuring the necessary official permits or actions by official authorities) which Synectic Systems GmbH cannot be held responsible for. If such events should make it difficult or even impossible for Synectic Systems GmbH to deliver and such obstructions are not merely temporary, Synectic Systems GmbH is entitled to rescind the contract. If such obstacles should be temporary, the deadlines for shipments or services shall be extended by the time the obstruction continued plus a suitable restart phase. If the Client cannot be reasonably expected to accept such a delayed delivery or service, the Client is entitled to rescind the contract by informing Synectic Systems GmbH in writing.
5.6
The risk of accidental destruction and accidental deterioration of the goods shall transfer to the Client upon handover of the goods and, in case of a sale to destination, delivery to a forwarding agent, a carrier or a third party designated to make the shipment.
5.7
In the event that the shipment or handover of the goods should be delayed due to any circumstance caused by the Client, the risk shall be transferred to the Client when the goods are reported to be ready for shipment.
5.8
In the event that the goods are subject to acceptance, they are deemed to have been accepted if
  • delivery has been made and, if Synectic Systems GmbH is also responsible for installation, such installation has been completed,
  • Synectic Systems GmbH has informed the Client with reference to this acceptance fiction and requested that the Client accept the goods and services,
  • 10 business days have elapsed since delivery or installation or the Client has started using the goods (for example has started operating the plant delivered) and, in such a case, 10 business days have elapsed since delivery or installation, and
  • the Client has omitted acceptance during this time period for any reason other than a defect reported to Synectic Systems GmbH which makes using the goods impossible or substantially affects such use.

6 Warranty

6.1
In the event of a breach of contractual obligations, the Client is entitled to statutory claims against Synectic Systems GmbH subject to the following provisions.
6.2
The Client shall be entitled to warranty claims only if it has met its obligations regarding examination and objection pursuant to Sec. 377 German Commercial Code (HGB). Any such objection shall be timely if made within five business days. Non-substantial defects which do not affect functionality of the object delivered do not give the Client the right to refuse taking over and/or accepting the goods.
6.3
The warranty period shall be 12 months from the transfer of risk.
6.4
In the event of a justified and timely notification of a defect, the Client is entitled to rectification during the warranty period. Which type of rectification will be chosen – correction of the defect or delivery of a non-defective object – is at the discretion of Synectic Systems GmbH. In the event that rectification should be unsuccessful or the Client cannot be expected to tolerate further attempts at rectification, the Client shall be entitled to reduce the purchase price or to rescind the contract. Failure of rectification shall be assumed only if it is impossible or unacceptable to Synectic Systems GmbH and if it is refused or unreasonably delayed by Synectic Systems GmbH. As long as Synectic Systems GmbH is not in default with rectification and such rectification has not failed conclusively, the Client is not entitled to have a defect rectified by third parties.
6.5
In case of defects in components of other manufacturers which Synectic Systems GmbH cannot rectify for reasons of licence rules or other factual reasons, Synectic Systems GmbH shall, at its sole discretion, lodge its warranty claims against the manufacturer and supplier for the account of the Client or assign such claims to the Client. Under the present Terms and Conditions, warranty claims against Synectic Systems GmbH in connection with such defects will be recognised only if the enforcement of the above claims against the manufacturer and supplier was unsuccessful or – for example due to insolvency – is hopeless. While the case is being litigated, the statute of limitations of the Client against Synectic Systems GmbH shall be suspended.
6.6
Damages and defects are excluded from warranty in the following cases and will be repaired only against a charge on a time and cost basis:
  • Damages caused by force majeure, excessive use, faulty assembly by a third party, faulty or negligent treatment, or the strike of lightening and such like,
  • Mechanical damages of any kind and faulty wiring,
  • Damages caused by ignoring instructions in the operating manual,
  • Damages caused by unauthorised or incorrect use and access,
  • Consequences and damages caused by incorrect operation or maintenance and shipping damages,
  • Removal of serial numbers or warranty seals from the object,
  • Components subject to increased natural wear and tear, such as monitors, hard disks of any kind, lamps, parts that can be moved mechanically, control panels and keyboards.
6.7
Claims under any liability for material defects against Synectic Systems GmbH are granted only to the Client and cannot be assigned.
6.8
Unless otherwise agreed, any rectification of defective goods shall be made exclusively on the premises of Synectic Systems GmbH. If, at the request of the Client, any such rectification is made on the premises of the Client, Synectic Systems GmbH is entitled to reimbursement of all additional expenses that may result.

7 Liability

7.1
Synectic Systems GmbH shall be liable for damages only to the extent that these are based on a breach of substantial contractual obligations or any other premeditated or grossly negligent behaviour on the part of Synectic Systems GmbH, its leading representatives and agents. If a breach of a substantial contractual obligation occurs as a result of slight negligence, our liability shall be limited to the predictable damage typical for such a contract. A substantial contractual obligation which must be complied with to make performance of the contract possible in the first place is one which the Client trusted – and had reason to trust – would be complied with.
7.2
Any liability for damages in excess of this is ruled out. The foregoing is without prejudice to any liability for the culpable injury to life, body or health according to the statutory provisions. This also applies for the mandatorily product liability under the Product Liability Act.
7.3
Any compensation for damages Synectic Systems GmbH might have to make for material damages and additional financial damages resulting therefrom in the event of ordinary negligence is limited to the value of the contract as a matter of principle. In deviation from the above, the following applies:
  • If the value of the order is less than EUR 25,000.00, liability shall be limited to EUR 50,000.00.
  • If the value of the order is EUR 25,000.00 or more and less than EUR 100,000.00, liability shall be limited to EUR 100,000.00.
7.4
In the event that data should be lost, Synectic Systems GmbH shall be liable only for those expenses that would have been incurred for restoring the data if the Client had conducted proper and regular data backup. This limitation shall not be applicable if and to the extent data backup is an element of the services to be rendered by Synectic Systems GmbH.
7.5
Damage claims of the Client on the grounds of a material defect shall come under the statutes of limitation one year from the transfer of risk. This does not apply in cases of injury to life, body or health, in cases of premeditated or gross negligence on the part of Synectic Systems GmbH or fraudulent concealment of a defect.

8 Third-party industrial property rights and copyrights

8.1
The Client shall inform Synectic Systems GmbH forthwith of any claims lodged against it under third-party industrial property rights or copyrights.
8.2
To the extent the products delivered have been manufactured on the basis of designs or instructions of the Client, the Client shall indemnify Synectic Systems GmbH against any claims lodged by third parties on the grounds of infringement of industrial property rights and copyrights. An adequate advance payment must be made to cover any potential cost of litigation.

9 Export and import permits

9.1
Exporting the products supplied requires the written approval of Synectic Systems GmbH, irrespective of the fact that the Client is responsible for procuring any official import and export permits. In addition, the Client is responsible for complying with the terms of the licence.
9.2
Any onward shipment of Products by the Client to third parties requires transfer of the export permit conditions. The Client shall be responsible to Synectic Systems GmbH for the proper observe and is of these conditions.

10 Electric waste

10.1
Synectic Systems GmbH uses its best efforts to sell only products from manufacturers that meet the requirements of the German Law regarding Electric Waste (ElektroG). However, this does not mean that Synectic Systems GmbH will assume any further responsibility.

11 Data protection and agreement to advertising

11.1
Synectic Systems GmbH shall observe the rules of data protection, especially in those cases where it is granted access to the premises or the hardware and software of the Client.
11.2
It is not the intention of Synectic Systems GmbH to process or use any personal data on behalf of the Client. Rather, any transfer of personal data will take place only in exceptional cases as an incidental consequence of the contractual services performed by Synectic Systems GmbH. Any such personal data shall be treated by Synectic Systems GmbH in accordance with the provision of the German Data Protection Act. In the event that access to personal data by Synectic Systems GmbH cannot be ruled out, the Client shall enter into an agreement with Synectic Systems GmbH which meets the requirements of Sec. 11 German Data Protection Act (BDSG).

12 Closing remarks

12.1
Unless otherwise agreed in the contract, the place of performance for any obligations on the part of Synectic Systems GmbH and the other contractual obligations of both parties is the registered domicile of Synectic Systems GmbH. If Synectic Systems GmbH should also be responsible for installation, the place of performance shall be the venue where the installation is to be carried out.
12.2
The contract, the present Terms and Conditions and the entire legal relationship between the Client and Synectic Systems GmbH is governed by the laws of the Federal Republic of Germany, ruling out any references to other legal systems and international conventions. The provisions of the UN CISG are not applicable.
12.3
The courts having competence for the registered domicile of Synectic Systems GmbH shall have exclusive jurisdiction in the event of any disputes resulting from the contractual relationship. However, Synectic Systems GmbH is entitled to sue the Client at the Client's business venue.

B Special conditions regarding the permission to use the software

1. Subject matter of the contract

1.1
Unless otherwise agreed, the characteristics and the scope of the software and the permitted use environment result from the respective description of the pro- gram and additionally from the operating instructions.
1.2
The software shall be supplied in an executable form as object programs including operating instructions (user documentation or online support) and instructions for installation. The operating and installation instructions may also be provided to the Client in electronic form. In the event that the software to be supplied by Synectic Systems GmbH should include interfaces with software to be procured from other suppliers, Sec. 69 d German Copyright Act (UrhG) shall be applicable. Before any decompilation, the Client shall first request the necessary information from Synectic Systems GmbH.
1.3
The software shall be installed and operation of such software started by the Client. Upon request, Synectic Systems GmbH can make the installation instead of the Client. Unless otherwise agreed, any support services rendered by Synectic Systems GmbH at the request of the Client will be invoiced to the Client on a time basis.

2. Rights of use regarding software and protection against unauthorised use

2.1
Upon full payment of the owed remuneration, Synectic Systems GmbH grants the Client the right to use the agreed software in the scope set forth in the contract. If no such scope has been agreed in the contract, this will be an ordinary, nonexclusive right to permanent use. This only gives the Client the right to use the software on a computer operated by one individual user at the time. Said right comprises only the use for internal purposes of the Client. Any additional use must be agreed in a contract before it starts. The remuneration shall be determined by the scope of the right of use.
2.2
If the Client does not use the software itself, it is permitted to assign the right of use to another user.
2.3
The Client is permitted to copy the software only to the extent this is required for contractual use. Copyright references in the software must not be modified or deleted.
2.4
Synectic Systems GmbH is entitled to take adequate technical precautions as a protection against unauthorised to use. Such precautions must not substantially affect the use of the software on a bypass or successor configuration.
2.5
Synectic Systems GmbH is entitled to revoke the Client's rights of use, if the Client violates any restrictions of use or other provisions against unauthorised use to a more than negligible extent. Before such revocation, Synectic Systems GmbH shall set a deadline to give the Client the opportunity to remedy this breach. In case of repetition or under special circumstances justifying immediate revocation after consideration of the interests of both parties, Synectic Systems GmbH may revoke such rights with immediate effect. In such cases, the Client shall confirm that it has discontinued use of such revoked software in writing.

3. Obligations of the Client

3.1
The Client shall inform Synectic Systems GmbH forthwith of any changes of the environment where the software is used.
3.2
Where required, the Client shall assist Synectic Systems GmbH in the elimination of defects and, if so requested, shall especially provide Synectic Systems GmbH with data media with the respective software and provide the necessary tools.
3.3
The Client recognises that the software including the operating instructions and other documents – including future versions – are protected by copyright. In particular, source programs are business secrets of Synectic Systems GmbH. The Client shall take precautions which are unlimited in terms of time to ensure that source programs are not made available to third parties without the approval of Synectic Systems GmbH. Any transfer of source programs requires the approval of Synectic Systems GmbH which cannot be denied in good faith. Synectic Systems GmbH shall supply source programs only on the basis of an express agreement.
3.4
The Client shall refrain from any acts that could abet unauthorised use. In particular, the Client shall not try to decompile the programs unless it has been given authority to do so (cf. Sec. 1.2, para. 2). The Client shall inform Synectic Systems GmbH as soon as it becomes aware of any unauthorised access threatening or having taken place on its premises.

C Special terms for generating and adjusting software

1. Subject matter

1.1
On the basis of the specifications underlying the contract (cf. Sec. 2.2), Synectic Systems GmbH shall develop software for the Client or adjust software to the contractually agreed requirements of the Client.
1.2
The following needs to be specified in the individual agreements:
  • the subject matter of the service and the target to be achieved;
  • the invoicing conditions (for a fixed price project, the amount of the fixed price for the agreed services and the amount and payment conditions of deductions to be made; for projects to be invoiced on a time basis, the time budget and the price categories);
  • the agreed timeframe;
  • liaisons for both parties;
  • the venue and the tools and information to be provided by the Client( obligations of cooperation and provision of facilities and materials);
1.3
The software will be handed over including operating instructions (user documentation or online support). Unless otherwise agreed, the operating instructions will be in the language of the user surface of the software. Delivery or development of any further documentation requires a separate written agreement, especially with regard to contents and scope.
1.4
Unless otherwise agreed, services regarding analysis, planning, consulting or training are not a subject matter of the contract for developing or adjusting software.
1.5
The reproduction piece of the software provided to the Client by Synectic Systems GmbH contains only the object code.

2. Cooperation of the parties

2.1
The Client shall inform Synectic Systems GmbH completely and in detail of its technical and functional requirements regarding the software and shall provide all the documents, information and data required for developing or adjusting the software to Synectic Systems GmbH in good time.
2.2
The specification of services is based on the technical and functional requirements communicated by the Client. The specification shall conclusively reflect the characteristics of the software owed by Synectic Systems GmbH. Changes to the specifications are possible only in accordance with Sec. 3 below.
2.3
Where required to perform the contract, Synectic Systems GmbH shall involve the project manager designated as a liaison by the Client. Any decisions taken by the individuals acting as the liaison shall be recorded in writing.

3. Procedure in case of modifications of the service

Both parties may suggest modifications in the specification (cf. Sec. 2.2) and the way the service is performed. For this purpose, the following procedure is agreed:

3.1
Synectic Systems GmbH shall examine a change request of the Client and inform the Client whether this request needs to be checked in detail or not.
3.2
If the change request should require comprehensive examination, Synectic Systems GmbH shall inform the Client within an adequate period of time how long this will take and what it will cost. Again within a reasonable period of time, the Client shall either ask Synectic Systems GmbH to conduct the examination or reject the proposal.
3.3
If a comprehensive examination of the change request is not required or the examination has already been concluded, Synectic Systems GmbH shall either
  • a) inform the Client that the change request cannot be realised by Synectic Systems GmbH within the scope of the agreed services, or
  • b) submit a written offer for making the changes (Change Offer). In particular, such a Change Offer shall comprise the changes of the specification and their ramifications on the service period, scheduled dates and the remuneration.
3.4
The Client shall either reject such a Change Offer within the acceptance period (period during which the offer is binding) or declare acceptance in writing or in any other form agreed between the parties.
3.5
Synectic Systems GmbH and the Client may agree that any services affected by a change request are suspended until the examination has been completed or – if a change offer is made – until expiry of the period during which the offer is binding.
3.6
Until the Change Offer is accepted, any work will be continued on the basis of the existing contractual agreements. Service periods shall be extended by the number of calendar days during which the work was interrupted in connection with the change request or its examination. Synectic Systems GmbH is entitled to request adequate remuneration for the time of interruption unless it is able to deploy its staff affected by such interruption elsewhere or has intentionally neglected such a deployment.
3.7
Unless otherwise agreed, the change procedure shall be documented in writing or in text form on a form of Synectic Systems GmbH if so requested by Synectic Systems GmbH. Any changes to the specification of services shall be agreed in writing or in another form acceptable to both parties.
3.8
Secs 3.2 to 3.7 apply analogously for any change requests initiated by Synectic Systems GmbH.

4. Rights of use and protection against unauthorised use

4.1
Upon payment of the full remuneration owed, Synectic Systems GmbH grants the Client the non-exclusive right to use the objects forming the subject matter of the contract for the contractually agreed purpose in its company on a permanent basis, unless the parties have agreed otherwise. If the Client should wish to assign any rights of use of the software it has been granted by Synectic Systems GmbH to a third party, this will be possible only if it gives up its own rights to such software entirely.
4.2
Apart from that, all rights remain with Synectic Systems GmbH.
4.3
Synectic Systems GmbH is entitled to take adequate technical measures for protection against unauthorised use. However, such measures must not substantially affect the use of the software in a bypass or successor configuration.
4.4
Synectic Systems GmbH is entitled to revoke the Client's rights of use, if the Client violates any restrictions of use or other provisions against unauthorised use to a more than negligible extent. Before such revocation, Synectic Systems GmbH shall set a deadline to give the Client the opportunity to remedy this breach. In case of repetition or under special circumstances justifying immediate revocation after consideration of the interests of both parties, Synectic Systems GmbH may revoke such rights with immediate effect. In such cases, the Client shall confirm in writing that it has discontinued use following such a revocation.

5. Responsibilities of the Client

5.1
Upon the request of Synectic Systems GmbH, the Client shall provide suitable test cases and data in machine-readable form for the purpose of consistency checking. If the Client should fail to provide such test cases and data, Synectic Systems GmbH is entitled to select and generate suitable test cases itself for an adequate remuneration.
5.2
The Client is obliged to download software provided for this purpose after it has been informed that it is ready.
5.3
The Client shall report any defects in the software immediately in comprehensible and detailed written form, including all the information pertinent for recognising and analysing such defects. In particular, the Client should indicate the steps that have led to the occurrence of the defect, the form in which the defect became manifest and its effect. Unless otherwise agreed, the pertinent forms and procedures of Synectic Systems GmbH will be used for this purpose.
5.4
To the extent required, the Client shall assist Synectic Systems GmbH in the elimination of defects, and especially shall arrange for remote access to its system and provide other material for analysis.
5.5
The Client shall inform Synectic Systems GmbH immediately of any changes of the conditions of use after the software has been delivered/accepted.
5.6
The Client is not permitted to do anything that could abet unauthorised use. In particular, the Client must not attempt to decompile the software, unless it has been given permission to do so. The Client shall inform Synectic Systems GmbH forthwith as soon as it becomes aware that unauthorised access threatens or has taken place on its premises.

6 Handover; transfer of risk and acceptance

6.1
Unless otherwise agreed, Synectic Systems GmbH may also deliver the software to the Client by electronic transmission or by providing a download. If software is provided for a download, Synectic Systems GmbH shall inform the Client that it is ready.
6.2
To the extent the objects of the contract are transmitted in electronic form, the risk of accidental destruction is transferred to the Client upon receipt of the Product by the tele-service provider commissioned by Synectic Systems GmbH to forward it to the Client.
6.3
In the event that software is provided for downloading, the risk of accidental destruction is transferred to the Client when the Product has been provided and the Client informed accordingly.
6.4
The Client shall examine any software provided or operational parts thereof supplied in agreed partial deliveries for defects immediately – usually within 14 calendar days – and shall especially examine whether they have the agreed characteristics. For this purpose, the Client shall use test cases and data suitable for practical applications of the software. Synectic Systems GmbH is prepared to coordinate such test procedures with the Client and to assist the Client in consistency tests on site.
6.5
The Client shall inform Synectic Systems GmbH no later than 7 calendar days after becoming aware of any defects identified during the consistency test. In addition, the obligation of a good businessman to carry out tests and report defects shall apply (Sec. 377, German Commercial Code (HGB).)
6.6
The parties may agree deviating provisions regarding acceptance of software in the contract. The date of the acceptance protocol signed by the Client without any objections is deemed to be the acceptance date. Such acceptance may not be withheld unreasonably. To the extent that defects or missing functions or failures of the software are recorded in the acceptance protocol, the acceptance date shall be the first day on which the last, more than insubstantial defect has been eliminated or the last, more than insubstantial missing function has been integrated without any errors. The acceptance protocol must be signed by both parties.