General Terms and Conditions of MicronNexus
For Carnect

1. Definitions
1.1 “MICRONNEXUS” means the MicronNexus GmbH, Haus am Domplatz, Buceriusstrasse 2, 20095 Hamburg, registered in Hamburg, Germany.
1.2 “General Terms and Conditions For Carnect” means these general terms and conditions of MICRONNEXUS for services rendered under Carnect as set out below.
1.3 “Partner” means any person or entity entering into a contract or agreement with MICRONNEXUS with respect to MICRONNEXUS’ Carnect department.
1.4 “Car Rental Contract” means the contract between the customer and the car rental supplier.
1.5 “Work” means all MICRONNEXUS’ programming and IT-services as well as all goods, work and services provided by MICRONNEXUS.

2. General
2.1 The General Terms and Conditions For Carnect set out below shall form part of any agreement concluded with MICRONNEXUS relating to MICRONNEXUS’ department under the brand Carnect.
2.2 MICRONNEXUS’ General Terms and Conditions For Carnect shall apply in accordance with the most recent version and to all subsequent transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction.
2.3 MICRONNEXUS hereby objects to any counter confirmation, counter offer or other reference by the Partner to its general terms and conditions; any dissenting terms and conditions of the Partner shall only apply if MICRONNEXUS has confirmed the same in writing.

3. Provision of Service
3.1 MICRONNEXUS is a leading provider of interfaces to car rental companies and relating services such as callcenter-services, automated reconciliation services etc.
3.2 MICRONNEXUS expressly advises that it is not a car rental supplier and acts as an IT and service provider as well as an agent only. The Car Rental Contract is subject to the general terms and conditions of the car rental supplier.

4. Offers, Prices, Accounting
4.1 All offers are subject to confirmation. MICRONNEXUS is entitled to accept orders of the Partner within two weeks.
4.2 Prices are quoted in Euro plus valid VAT unless otherwise specified by law.
4.3 Payments are due without any deductions. This applies also to payments for any partial deliveries.
4.4 In case of default, all liabilities of the Partner as well as all claims of MICRONNEXUS against the Partner are due immediately.
Notwithstanding further claims and rights, MICRONNEXUS shall be entitled to withdraw from the contract and to stop further deliveries or services or to ask for prepayment.

5. Ownership, Copyright, Licence
5.1 MICRONNEXUS’ Work is protected by copyrights. Ownership and all copyrights, whatsoever, with regard to the original of the Work as well as all rights with regard to the source code remain with MICRONNEXUS.
5.2 The Partner is entitled to licences solely as and for the purpose agreed in the contract.
5.3 Without MICRONNEXUS’ prior written approval the licences or parts of them may not be assigned to third parties.
5.4 Any duplication, reproduction, amendment, adaptation, broadcasting, public rendering, transformation for reproduction on other data carrier, recording on other media etc. of the Work is subject to MICRONNEXUS’ prior written approval, unless it corresponds with the licence agreed in the contract and its purpose or unless otherwise agreed in writing.
5.5 All rights, which are to be transferred according to the contract, remain with MICRONNEXUS as long as the entire fees and expenses are not paid. Any prior use or transfer of the Work is strictly forbidden. In case of a prior undue transfer, the Partner hereby assigns its rights against third parties to MICRONNEXUS. MICRONNEXUS accepts the assignment hereby.

6. Retention of Titles
6.1 As long as the purchase price has not fully been paid and all requirements related to the business relationship have not been complied with, MICRONNEXUS retains title in the Work where applicable.
6.2 The Partner is obliged to inform MICRONNEXUS immediately and to the fullest extent of any execution levied upon all Works which remain under the retention of title.

7. Examination, Complaints, Warranties, Statute of Limitation
7.1 The Partner is obliged to examine the Work immediately upon receipt. Any complaints to be made in writing immediately upon receipt. Otherwise the Work is deemed to be approved as required by the contract and any liability is excluded.
7.2 The limitation period is one year for new Work and six months for used Work and runs from delivery/performance.
7.3 In case of a proven failure, MICRONNEXUS at its sole discretion improves the Work or redelivers new Work.
7.4 Any warranty or liability is excluded, once the Partner or a third party modifies the Work, whatsoever.
7.5 If the Work is not operated as stated in the owner’s manual, the liability for any defects caused by this is excluded.
7.6 The liability for defects does not apply to wear and tear elements/parts and does not include maintenance of the Work free of costs.
7.7 MICRONNEXUS makes no express or implied warranties or representations.

8. Limitation of Liability
8.1 MICRONNEXUS, its representatives, employees and vicarious agents (in the following provisions, together designated as “MICRONNEXUS”) shall, regardless on which legal grounds, be liable exclusively in accordance with the following provisions.
8.2 MICRONNEXUS shall not be liable for an uninterrupted and/or error-free operation of its Work and/or any interface or integration unless the interruption or the error is caused by negligent conduct of MICRONNEXUS. Unless in the event of intent or gross negligence, MICRONNEXUS expressly disclaims any warranty or liability for the service, timeliness, correctness and completeness of its Work and/or interfaces and/or integrations.
8.3 MICRONNEXUS shall only be liable, regardless on which legal grounds, for actions arising from deliberate intent or gross negligence, except in the case of breach of fundamental contractual duties.
8.4 Except in the case of deliberate breach of contract, MICRONNEXUS shall not be liable for any loss of profit, loss of savings, indirect damage and/or consequential damage.
8.5 The liability of MICRONNEXUS shall, except in the case of deliberate breach of contract, be limited in any case to the damage reasonably foreseeable at the time of conclusion of the contract.
8.6 Liability on account of culpable injury to life, limb or health shall remain unaffected by the above-mentioned limitations of liability.

9. Privacy
The Partner is advised, that MICRONNEXUS collects, processes and records personal data according to the German Federal Data Protection Act.

10. Miscellaneous
10.1 The Partner may only exercise a right of set-off against claims of MICRONNEXUS if the counterclaim of the Partner is undisputed or has been judicially decided and is final and legally binding. The Partner may only assert a right of retention in so far as the same is based on claims arising from the same contractual relationship. The Partner may not assign any claims arising from transactions with MICRONNEXUS without MICRONNEXUS’ written approval.
10.2 The failure of MICRONNEXUS to enforce or to exercise at any time or for any period any term of or any right pursuant to these General Terms and Conditions for Carnect shall not be construed as a waiver of any such term or right and shall in no way affect MICRONNEXUS’ right later to enforce or exercise it.
10.3 The headings and titles contained in these General Terms and Conditions for Carnect are included for convenience only and shall not limit or otherwise affect the General Terms and Conditions for Carnect.
10.4 German Law shall apply, subject to the exclusion of the UN Convention on the International Sale of Goods. The place of performance shall be Hamburg.
10.5 Hamburg shall be the exclusive court venue, provided the Partner is a business, a legal entity established under public law provisions or a body comprising special assets established under public law.
10.6 Should individual provisions of these General Terms and Conditions for Carnect be or become unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the other provisions and shall not affect the validity and enforceability of the remaining provisions. In place of the ineffective provision, a substitute arrangement shall apply which most closely corresponds to the purpose sought to be achieved with the ineffective provision.

Copyright MICRONNEXUS, Hamburg 2011
All rights reserved.