ifb Asia Ltd. - General Terms and Conditions

General Terms and Conditions of the ifb Asia consulting.software.results (Beijing) Co., Ltd.

General Terms and Conditions for the Provision of Consulting and Ancilary Services to Companies

1. Offer and content of contract
Any representations shall only become binding for us if we confirm them in writing, by qualified electronic means or in text form. Our general terms and conditions shall apply to our services unless otherwise agreed in writing. Deviating terms and conditions of our contract partner shall only be effective, if acknowledged by us in writing. Acceptance of our services comprises the acknowledgement of the sole effectiveness of our terms and conditions.

2. Term of service
Terms for the provision of our services requested by our contract partner shall not be binding for us, unless expressly agreed in writing.
Non-compliance with terms agreed as legally binding shall entitle our contract partner to withdraw from the contract according to legal requirements, if we are culpable for non-compliance. If we are not culpable for non-compliance, we shall be entitled to perform the service at a later date or to withdraw from the contract.

3. Force majeure
Breakdowns, closures, operational restrictions, official orders, walk-outs and lock-outs, strikes, regardless of whether they were caused by a breach of contract or due to prior notice of termination, also elementary disruptions such as storms, floods and fire and any other event or circumstance, the avoidance of which is beyond our control or cannot be achieved by appropriate technical and economic means and with consequences that affect the obligations under contract, shall entitle the party to restrict or postpone the performance of or to withdraw from the contract in whole or in part. Apart from cases of wilful intent or gross negligence this shall not give rise to any obligation to pay damages.
The party claiming Force Majeure shall promptly inform the other party within seven working days, and shall furnish the appropriate proof of the occurrence and duration of such Force Majeure.
In the event of Force Majeure, the party shall immediately consult with each other in order to find an equitable solution and shall make all reasonable endeavors to minimize the consequences of such Force Majeure.

4. Payments
Unless another due date is specified, invoice amounts shall be payable immediately on receipt of the invoice, but no later than 14 days after the invoice date without deductions or rights of retention. The date of receipt of payment shall be the date on which we can dispose over the amount. If cheques are submitted, payment shall only be deemed effected when they are unconditionally honoured. Our contract partner shall only be entitled to set-off for claims that are determined by final judgment or uncontested. In the case of a default of payment of our contract partner we may - without prejudice to further rights - immediately accelerate the maturity of our claims against him/her and demand payment.

5. Agreements on condition
If, as part of our services we have undertaken to provide services on the basis of a sales or service contract, we shall offer no guarantee as to the condition or durability. We shall accept no liability for defects if our contract partner processes or otherwise modifies a software delivered by us or does not use this software in the hardware environment that was contractually required.
In cases of the above paragraph complaints - also regarding products of third parties that were provided to our contract partner by our co-operation - shall be reported to us within two weeks in writing (by fax). In the case of concealed defects complaints shall be reported within two weeks after discovery in writing (by fax). In the case of a lacking or undue complaint any service/delivery shall be deemed approved.
In the case of justified complaints we shall firstly provide a replacement in kind only. If a contractual replacement fails due to reasons for which we are responsible or if it is unreasonably delayed by us, our contract partner may, at his/her discretion, withdraw from the contract or demand a redhibition. A withdrawal from the contract due to minor defects shall be ruled out. This shall not affect our contract partner's right of recourse according to art. 112 of CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA.

6. Copyrights
If, for the provision of our consulting and ancillary services, we should use our own copyrights or if new copyrights arise due to the provision of consulting and ancillary services, we shall grant our contract partner a non-exclusive, non-assignable and non-revocable right of utilisation. By an agreement we shall ensure that possible copyrights arising to our staff members do not oppose the afore-mentioned granting of a right of utilisation.

7. Expiry by limitation
Claims arising from contractual obligations violated by us shall expire by limitation within two years from the violation; in the case of claims for defects the term of expiry shall begin on delivery.

8. Exclusion of liability (compensation)
We shall only be liable to pay compensation - regardless of the legal grounds and regardless of whether the damage is direct or indirect - if the damage was caused by wilful intent or gross negligence on our part or on the part of a vicarious agent or in the case of culpable damages to life, body or health or if we have maliciously concealed a defect. Additionally, this shall not affect any compulsory liability, for example according to the Product Liability Act, and in the case of violation of an essential contractual obligation. Liability for unpredictable and atypical damages shall be ruled out in all cases, unless they are exceptionally covered by insurance. In any event, damages shall not exceed the probable losses caused by the breach of contract which has been foreseen or ought to be foreseen when the party in breach concludes the contract.
The exclusion of liability according to the above first paragraph of this clause 8 shall also apply, if our contract partner is entitled to claims for damages instead of performance. The exclusion of liability according to the above first paragraph of this clause 8 shall also apply, if our contract partner raises other claims, in particular for tortious liability or claims for the replacement of fruitless expenses instead of performance.

9. Limitation of liability
Regardless of the legal grounds, our liability shall be limited to the amount of the net total of the agreed remuneration. The same limitation of liability shall apply in particular if our contract partner is entitled to claims for damages instead of performance, in the case of tortious claims, claims for compensation due to a warranty and/or claims for the replacement of fruitless expenses instead of performance.
These limitations of liability shall not apply in the case of wilful intent or gross negligence, to compensation claims due to damages to life, body or health, the culpable violation of an essential contractual obligation or a cardinal obligation. Neither do they apply if a raised claim is covered by an existing liability insurance and the claims are actually satisfied by the insurance company.

10. Data protection
Our contract partner agrees that we store and process important data of the business relationship with our contract partner by electronic means. Secrecy agreements concluded with each of our staff members additionally guarantee that our contract partners' data are contractually protected even beyond the regulations of data protection laws.

11. Place of performance, governing law and legal venue
The place of performance for any delivery of services based on a sales and/or services contract shall be the registered offices of our company. These terms and conditions shall be governed by PRC law without international private law and the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL). In the case of disputes the legal venue for both parties shall be Beijing, China.

12. Severability
If any provision of the contract and these General Terms and Conditions should be ineffective, this shall not affect the validity of the remaining provisions.

13. Non-Assignment
No party hereto may assign or transfer all or part of its rights and obligations under this Agreement to any third party without the prior written consent by the other Parties.

14. Address of notices
Any notice or written communication provided for in this Contract from one party to the other party shall be made in writing in Chinese and English and sent by courier service delivered letter or by facsimile with a confirmation copy sent by courier service delivered letter. The date of receipt of a notice or communication hereunder shall be deemed to be seven (7) days after the letter is given to the courier service or one (1) day after sending in the case of a facsimile, provided it is evidenced by a confirmation receipt and the confirmation letter is sent. All notices and communications shall be sent to the appropriate address set forth below, until the same is changed by notice given in writing to the other party.

If to IFB Asia (Beijing)
Company address: Chao Yang Qu, Chao Wai Da Jie Jia 6 Hao, Wan Tong Tower Building B, 4A Floor, Beijing Shi, 100020, P.R. China
Postal address: Beijing Jian Guo Men International Post Office, PO Box: 6665, Postcode: 100600, The Peoples Republic of China
Tel. No: +86 139 112 159 71, e-mail: info.ifb.asia@ifb-group.com
Addressed for the personal attention of: Mr Oliver Greiner (General Manager)

Language
These General Terms and Conditions are executed in both English and Chinese. The two versions shall have same equal legal effect. If there is any inconsistency between the Chinese version and the English versions, the Chinese version shall prevail to the extent of the inconsistency.

General Terms and Conditions of ifb Asia Ltd.