Terms of Service

1.Introduction
These General Terms and Conditions ("GTC") apply to all products, software and/or services provided by the customer or on behalf of the customer directly by Semantic Applications GmbH & Co. KG, Mittelroder Straße 10, 36041 Fulda (“Semantic Applications GmbH & Co. KG”) for internal use only. These GTC in connection with Semantic Applications GmbH & Co. KG order and service documents form the sole legal basis for the business relationship between the customer and Semantic Applications GmbH & Co. KG for the purchase of products, software and services (the "Agreement"), unless expressly agreed otherwise in writing. Deviating terms and conditions of the customer do not apply. In the event of a conflict, the following order of precedence shall apply: (1) Individual Contractual Agreement (if any); (2) order documents; (3) Service Documents; and (4) these TOS. For products, software and services that are purchased by the customer for resale, the terms on the Semantic Applications GmbH & Co. KG under: www.semantic-applications.de.

2. Definitions
"Order documents": by Semantic Applications GmbH & Co. KG offers, order confirmations and invoices sent to the customer with a description of the products, software and services purchased by the customer under the contract, prices, terms of payment and other provisions.
"Deliverables": material and intangible materials including but not limited to reports, studies, baseline forecasts, drawings, investigation results, manuals, procedures and recommendations provided by Semantic Applications GmbH & Co. KG or its suppliers, licensors in the course of providing services.
"Semantic Applications GmbH & Co. KG - branded products": with the Semantic Applications GmbH & Co. KG logo or under the Semantic Applications GmbH & Co. KG sold IT hardware, software and related products and services including deliverables and components thereof; excluding (1) Third Party Products and (2) any parts or components added after the Product is shipped or through Semantic Applications GmbH & Co. KG.
"Third Party Products": Products, software (also "Third Party Software") and services that are not associated with the Semantic Applications GmbH & Co. KG.
"Intellectual Property Rights": Patents, copyrights, database rights, utility and design rights, trademarks, company identifiers, service marks, domain names, meta tags, or, if applicable, registrations for such right, or for other industrial property rights or intellectual property rights and corresponding rights to know-how, documentation and technical processes associated with the Deliverables or the Materials.
"Service Description/Statement of Work ( SOW)": a written, detailed description of the specific scope of services and/or deliverables agreed between the customer and Semantic Applications GmbH & Co. KG.
"Materials": all content contained and supplied in the product, service, software or deliverables and other items such as text, graphics, logos, Button icons (icons), illustrations, audio, information, data, photographs, charts, videos, typefaces, music, sounds and software.
"Products": computer hardware and related products provided by Semantic Applications GmbH & Co. KG.
"Services": those provided by Semantic Applications GmbH & Co. KG as described in the Service Documents.
"Service Descriptions": Descriptions of the Services provided at www.semantic-applications.com.
"Service Documents": Service Descriptions, Work Descriptions and other mutually agreed documents describing the Services, the Software or the Deliverables.
"Software ": of Semantic Applications GmbH & Co. KG any software, program library/library, utility, instrument/tool ​​or other computer or program code in machine (binary) or source code form and related documentation provided to Customer. Software includes software that is (1) manufactured by Semantic Applications GmbH & Co. KG and installed on-site on the customer's hardware and/or device, or (2) by Semantic Applications GmbH & Co. KG is provided and the customer via the Internet or retrieves it via other remote access (e.g. website, portal and cloud computing solutions).
"Confidential Information": collectively information of the disclosing party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, "know-how" or trade secrets which are marked as confidential or which attendant or other circumstances indicate should be treated as confidential.

3.Order, prices, payment
3.1. Unless otherwise stated in the offer, offers from Semantic Applications GmbH & Co. KG subject to change.
3.2. The prices for the products, software and services result from the Semantic Applications GmbH & Co. KG issued order or service documents. If the deliveries are made as part or phase deliveries, Semantic Applications GmbH & Co. KG reserves the right to adjust the prices for products, software or services in the event of changes in exchange rates, taxes, duties, freight costs, levies and land charges. Semantic Applications GmbH & Co. KG are exclusive of sales tax and other taxes, duties and shipping costs, unless expressly stated otherwise in the offer. Such costs are to be paid by the customer in addition to the net prices offered and may appear as separate items on the order documents.
3.3. Unless otherwise expressly agreed in writing, payments for products, software or services must be made in accordance with the payment terms specified in the order documents (e.g. within 30 days of the invoice date). The terms of payment depend on a previous credit check by Semantic Applications GmbH & Co. KG. Payments are made to the Semantic Applications GmbH & Co. KG named account. In the event of default, Semantic Applications GmbH & Co. KG is entitled to charge interest on arrears at a rate of eight percentage points above the base interest rate (§288 Para. 2 BGB). If the customer defaults on payment, Semantic Applications GmbH & Co. KG is also entitled to refuse performance of the contract, e.g. by suspending deliveries of the product and/or the software and suspending the services. Semantic Applications GmbH & Co. KG can invoice parts of an order separately.
3.4. The customer's rights of offsetting or retention can only be asserted if the counterclaims are undisputed or have been legally established.

4.Changes to products, software or services
After A customer places an order, but before the product or software is shipped or the service is performed by Semantic Applications GmbH & Co. KG product, software or service changes may occur; the products and software or services received by Customer may differ slightly from the products, software or services ordered by Customer, but will meet or exceed the relevant functionality and performance of the products, software or services originally ordered.

5. Delivery, retention of title, transfer of risk
5.1. Semantic Applications GmbH & Co. KG delivers the products to the customer's location specified in the order documents. Semantic Applications GmbH & Co. KG is entitled to make partial deliveries if this is reasonable for the customer (e.g. in the context of the delivery of third-party products that are manufactured at a different time than the products manufactured by Semantic Applications GmbH & Co. KG).
5.2. Semantic Applications GmbH & Co. KG is only in default of delivery if a written reminder is sent, which may be sent no earlier than two weeks after the non-binding delivery period has expired. At the request of Semantic Applications GmbH & Co. KG in writing within a reasonable period of time whether he would like to withdraw from the contract due to the delay in delivery and/or demand damages instead of performance or whether he would like to insist on the delivery. The customer can only withdraw due to the delay in delivery within the framework of the statutory delay regulations or in accordance with Section 16.
5.3. The risk passes to the customer upon delivery of the products to the customer or his representative.
5.4. The products remain the property of Semantic Applications GmbH & Co. KG. The customer is not entitled to pledge the reserved goods before the transfer of ownership, to assign them as security, to process them or to transform them. The customer may use the reserved goods within the scope of in the ordinary course of business, but already now assigns all resulting claims against the customer's customers to secure the payment claims of Semantic Applications GmbH & Co. KG in the amount owed to Semantic Applications GmbH & Co. KG. Semantic Applications GmbH & Co. KG accepts this assignment. If the customer is in arrears with one or more payments, in whole or in part, if he stops making payments or if insolvency proceedings have been instituted against his assets, the customer may no longer dispose of the goods subject to retention of title. Semantic Applications GmbH & In such a case, Co. KG is entitled to withdraw from the contract without having to set the customer a deadline for the provision of services beforehand. Even without resigning, Semantic Applications GmbH & Co. KG is entitled to demand the goods subject to retention of title or to revoke the customer's authorization to collect the claims from the resale.
5.5. If the customer is in default of acceptance because he does not accept the delivery although he would be obliged to do so, or if he fails to cooperate or prepare (e.g. instructions, documents) or if the delivery is delayed for another reason for which the customer is responsible, the products considered delivered and the risk passes to the customer. From this point in time, Semantic Applications GmbH & Co. KG only for intent and gross negligence. In the event of default of acceptance, the customer must bear the associated costs, in particular storage costs.

6.Services and software and deliverables provided for or within the scope of these
6.1. Semantic Applications GmbH & Co. KG provides the services, the software and/or deliverables to the customer in accordance with the service documents. Semantic Applications GmbH & Co. KG may offer the customer an extension of the service and software license, e.g. by sending an invoice to the customer or, subject to prior written notification, by continuing to perform the service or make the software available to the customer. Customer's consent to such renewal of the Service and Software license shall be deemed to have been obtained upon payment of this invoice by the due date or continued use of the Service or Software.
6.2. All intellectual property rights contained in the Materials and Deliverables are the sole and exclusive property of Semantic Applications GmbH & Co. KG, its suppliers or its licensors, unless expressly regulated otherwise in this contract.
6.3. Subject to full agreed payment for the relevant services, Semantic Applications GmbH & Co. KG grants the customer a non-exclusive, non-transferable, royalty-free right to use the Materials and Deliverables exclusively (1) in the country or countries in which Semantic Applications GmbH & Co. KG provides the Services (2) for internal use, and (3) to the extent necessary for Customer's contractual use of the Services as specified in the applicable Service Documents. Unless otherwise expressly agreed in writing, the customer has no right to grant sublicenses.
6.4. Semantic Applications GmbH & Co. KG may prevent the performance of the Services or the customer's access or any user access to the Semantic Applications GmbH & Co. KG may terminate or suspend software provided as part of the provision of services if this is (1) required by law or (2) due to a reason for Semantic Applications GmbH & Co. KG binding court order or (3) if Semantic Applications GmbH & Co. KG has reasonable grounds for assuming that the customer (or the customer's user) is using the software for illegal and/or immoral purposes.
6.5. It can be used for Semantic Applications GmbH & Co. KG, scheduled or unscheduled repairs or maintenance, or remote troubleshooting or enhancements to the Semantic Applications GmbH & Co. KG as part of the provision of the Services provided software that is installed on the Customer's computer system(s) ("Maintenance"), resulting in a temporary reduction in the quality of the Services or a partial or complete failure of the software.
6.6. Customer acknowledges that the systems used to access and interact with the Semantic Applications GmbH & Co. KG is used as part of the provision of services provided software or for the transmission of information (including telephone, computer networks and the Internet) are not available without interruption and without restrictions and may occasionally interfere with or prevent access to the software or the use or operation of the software. Semantic Applications GmbH & Co. KG is not liable for such a disruption or prevention of access to the software, use of the software or lack of functionality of the software.
6.7. When providing the services or in connection with the use of the Semantic Applications GmbH & Co. KG for the provision of the services by the customer, it can be used by Semantic Applications GmbH & Co. KG becomes necessary to obtain or collect data or information, including system-specific data. To the extent necessary, this data can also be passed on to suppliers (e.g. because direct delivery by the supplier has been agreed with the customer). The data is also used by the marketing and sales department of Semantic Applications GmbH & Co. KG, but only in an anonymous form.
6.8. Insofar as there are copyrights to the data, the customer grants Semantic Applications GmbH & Co. KG a non-exclusive, royalty-free, unlimited in terms of time, place and content as well as an irrevocable license for:
6.8.1. Use, edit, disseminate, display, store, reproduce or edit the data solely for the purposes described in clause 6.7;
6.8.2. Linking the data with other data for anonymous use for marketing and sales purposes by Semantic Applications GmbH & Co. KG; and
6.8.3. Copying and storing the data on the servers of Semantic Applications GmbH & Co. KG (or those of its suppliers) during the term of the contract.
6.9. The customer assures to grant the rights according to clause 6.8. to be authorized.

7.Repair Services
7.1. Repair services are services that include the elimination of a material or production defect at the Semantic Applications GmbH & Co. KG branded products. Preventive maintenance is not included and Semantic Applications GmbH & Co. KG is not responsible for repairs by Semantic Applications GmbH & Co. KG branded products that are due to problems with the software or customer-side third-party products. Except as expressly provided in a service document, the repair services do not include repairs of any product or product component damaged by: (1) work not performed by Semantic Applications GmbH & Co. KG or its representatives, (2) not by Semantic Applications GmbH & Co. KG or its agents, accident, misuse, or abuse of the product or product component (including but not limited to use of incorrect line voltages or fuses, use of incompatible devices or accessories, improper or inadequate ventilation, or failure to follow operating instructions); (3) moving the Product from one geographic location or company to another; or (4) a natural event, including but not limited to lightning, flood, earthquake or storm.
Unless otherwise agreed, repair services do not include: configuration work; working outside normal business hours; relocation of products; replacement of consumables; replacement of floppy disks; Work that is not required for repairs; Working on the customer's electrical environment; software and/or data transfer; Removal of computer viruses occurring at the customer. For third-party products and third-party software, the manufacturer's provisions apply exclusively. The repair or refurbishment of the product will be carried out using new, reconditioned or refurbished parts.
7.2. Services are provided by Semantic Applications GmbH & Co. KG or by Semantic Applications GmbH & Co. KG commissioned service partners. Response times are roughly agreed and may vary in individual cases (e.g. device location that is difficult to reach, lack of availability of components). Agreed response times do not apply to spare parts/components that are not absolutely necessary to maintain the functionality of the product (e.g. hinges, cosmetic parts, frame and housing parts). Services can also be provided by telephone or via the Internet. In the event of a defect removal/replacement delivery, the customer is to return the removed/replaced components/devices to Semantic Applications GmbH & Co. KG.
7.3. The customer ensures that Semantic Applications GmbH & Co. KG to use or access all customer third-party products provided by Semantic Applications GmbH & Co. KG, including copying, saving and reinstalling a backup system or data. The customer provides Semantic Applications GmbH & Co. KG against all claims resulting from the fact that the customer failed to ensure this authorization (including obtaining relevant licenses, rights or other approvals, legal certificates or approvals with regard to technology, software or other components) .
7.4. The warranty rights and liability provisions according to sections 9 and 10 remain unaffected by the provisions of this section 7.

8.Software
8.1. The software is subject to separate software license agreements which accompany the software media and product guides, operating instructions or other documents provided to the customer upon installation or use of the software.
8.2. If the software is not accompanied by license terms, Semantic Applications GmbH & Co. KG grants the customer a non-exclusive license to access and use the Semantic Applications GmbH & Co. KG provided software. The customer of Semantic Applications GmbH & Co. KG as part of the provision of services provided or made available software may only be used for the duration of the services and only to the extent necessary for the use of the services by the customer.
8.3. For Semantic Applications GmbH & Co. KG as part of the provision of services, the following provisions apply:
8.3.1. Customer may not: (1) copy (except for backup copies), adapt, license, sell, assign, sublicense, or otherwise transfer or encumber the Software; (2) use the Software under a Managed Services Arrangement; or (3) use the Software in more than the permitted number of licensed concurrent user seats, locations, or other criteria specified in the applicable Services Documents.
8.3.2. Customer shall not (1) attempt to access Semantic Applications GmbH & Co. KG or a third party, or to gain unauthorized access to them; (2) attempt to use the Software or any Semantic Applications GmbH & Co. KG or any of its customers or suppliers to investigate, interrogate or scan for their security vulnerabilities; (3) interfere or attempt to interfere with the service to any user, host or network; (4) transmit unsolicited bulk or commercial communications; (5) restrict, prevent, or otherwise interfere with the use or enjoyment of the Software by any other person, regardless of intent, purpose, or skill level (excluding tools with security features); or (6) the facilities of Semantic Applications GmbH & Co. KG (or suppliers of Semantic Applications GmbH & Co. KG) to restrict, prevent, interfere with or otherwise interrupt or cause a reduction in performance.
8.4. The customer grants Semantic Applications GmbH & Co. KG or one of Semantic Applications GmbH & Co. KG has the right to review its use of the software during normal business hours. The customer agrees to cooperate with Semantic Applications GmbH & Co. KG in the event of such an examination and to grant reasonable access to all documents relating to the use of the software. The check is limited to proof that the customer follows the contractual terms of use of the software.

9.Liability for defects
9.1. The quality of the products and services is finally described in the offer. Characteristics of the products and services that, according to the public statements of Semantic Applications GmbH & Co. KG or its assistants, especially in advertising or labeling of the goods, or due to commercial usage, only belong to the agreed quality if they are reproduced in writing in an offer or an order confirmation. If the products and services do not have the agreed quality at the time of the transfer of risk or are otherwise defective within the meaning of the statutory provisions, Semantic Applications GmbH & Co. KG is entitled to choose whether to remedy the defect or provide a replacement. For this purpose, Semantic Applications GmbH & Co. KG for investigation of the products at the Buyer's premises or at Semantic Applications GmbH & Co. KG entitled. In the event of a defect removal/replacement delivery, the customer is to return the removed/replaced components/devices to Semantic Applications GmbH & Co. KG committed. At the request of Semantic Applications GmbH & Co. KG, the product in question is to be sent carriage paid to Semantic Applications GmbH & Co. KG. Within the scope of production and for the elimination of defects/replacement delivery, Semantic Applications GmbH & Co. KG Replacement parts or components that are new or like-new according to the usual industry standard. The customer's other legal claims remain unaffected by this, taking into account the provisions of the "Liability" section.
9.2. Claims for defects expire 12 (twelve) months after delivery (purchase contract/delivery for work) or acceptance (contract for work) if Semantic Applications GmbH & Co. KG has not fraudulently concealed the defect. The statutory statute of limitations for entrepreneurs' rights of recourse remains unaffected by this, insofar as the newly manufactured contractual goods are sold to consumers as part of business operations. Statutory recourse claims exist only insofar as the customer has not made any agreements with his customers that go beyond the statutory claims for defects.
9.3. Insofar as third-party products and third-party software show defects during the statutory warranty period, the buyer primarily contacts their manufacturer in order to remedy the defect. If this fails, the above provisions regarding Semantic Applications GmbH & Co. KG warranty accordingly.
9.4. Semantic Applications GmbH & Co. KG is not liable for defects if the customer without the consent of Semantic Applications GmbH & Co. KG changes the products, software or services itself or has them changed by third parties and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer must bear the additional costs incurred as a result. Semantic Applications GmbH & Co. KG makes no warranty that the Products, Software, Deliverables, or Services (1) will comply with any specific design not approved by Semantic Applications GmbH & Co. KG will work or (2) produce a specific result, even if the configuration or the result is compatible with Semantic Applications GmbH & Co. KG was discussed. Semantic Applications GmbH & Co. KG makes no warranty that the Products, Software, Deliverables, or Services (1) will comply with any specific design not approved by Semantic Applications GmbH & Co. KG will work or (2) produce a specific result, even if the configuration or the result is compatible with Semantic Applications GmbH & Co. KG.
9.5. Before carrying out any rectification of defects, the customer is responsible for removing all items not provided by Semantic Applications GmbH & Co. KG to remove built-in components and products, as well as to create backup copies of files and programs.

10.Liability
10.1. Semantic Applications GmbH & Co. KG has unlimited liability for intentional or grossly negligent acts or omissions.
10.2. Semantic Applications GmbH & Co. KG only in the case of damage that can be traced back to essential breaches of duty that jeopardize the achievement of the purpose of the contract, or to the breach of duties whose fulfillment enables the proper execution of the contract in the first place. The liability for slight negligence is limited to the contract-typical, foreseeable damage. This applies to all claims for damages, regardless of the legal basis, including in particular claims from tort.
10.3. In the case of Section 10.2, liability is also limited to EUR 500,000 per claim.
10.4. Claims under the Product Liability Act, due to a defect after the assumption of a guarantee for the quality of a product, fraudulently concealed errors and damage to health, life and limb, as well as claims due to culpa in contrahendo that have already arisen at the time these conditions are included, remain unaffected unaffected by the above limitations of liability.
10.5. The above limitations of liability apply mutatis mutandis to claims against employees and agents of Semantic Applications GmbH & Co. KG.

11.Other liability
11.1. Unless otherwise stated in these General Terms and Conditions, including the following provision, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations Regulations.
11.2. We are liable for damages - for whatever legal reason - within the framework of fault-based liability in the event of intent and gross negligence. In the case of simple negligence, we are only liable subject to a milder standard of liability according to statutory provisions (e.g. for care in our own affairs)
11.2.1. for damage resulting from injury to life, limb or health,
11.2.2. for damages resulting from the not inconsiderable breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
11.3. The limitations of liability resulting from paragraph 2 also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims by the buyer under the Product Liability Act.
11.3. Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Otherwise, the legal requirements and legal consequences apply.

12.High-risk activities
The customer is aware that the products, software, deliverables and services are not designed or intended for use in hazardous areas that require fail-safe performance, including but not limited to the operation of nuclear power plants, aircraft navigation or communications systems, air traffic control, weapons systems, life support machines or any other application where failure of the products, software, deliverables or use of the Services could result in immediate death, personal injury, or serious bodily injury or property damage ("High Risk Activities"). Semantic Applications GmbH & Co. KG expressly rejects any explicit or implicit guarantee in relation to suitability for high-risk activities.

13.Secrecy
Both parties become known within the framework of the business relationship Treat each other's Confidential Information that has become confidential as they would treat their own Confidential Information, but with no less than reasonable care. The confidential information must also be treated as confidential beyond the end of the contract.

14.Compliance with export regulations
14.1. The contractual products, deliverables, software and services may contain technologies and software that are subject to the export control regulations of the United States of America, the European Union and/or the Federal Republic of Germany, as well as the export control regulations of the countries to which they are delivered or in which they are used will. The customer undertakes to comply with these regulations. Under these Regulations, the Products, Deliverables, Software or Services may not be sold, leased, rented, transferred/delivered or otherwise exploited into restricted countries, restricted end users or restricted uses. The customer expressly confirms that Semantic Applications GmbH & Co. KG purchased products, deliverables, software or services are not used for activities related to weapons of mass destruction, in particular activities related to the design, development, production or use of nuclear materials, nuclear facilities or nuclear weapons, missiles or missile support projects, or chemical or biological weapons. Customer agrees not to sell, lease, rent or otherwise transfer/deliver or otherwise use the Products, Deliverables, Software and Services to end users who engage in such activities.
14.2. Customer represents that the Software provided by Customer and used as part of the Products, Deliverables, Software or Services does not contain encryption or, if it contains encryption, such Software has a license-exempt export license. If Customer is unable to make the foregoing statement, Customer agrees that Semantic Applications GmbH & Co. KG to provide all information required to obtain export licenses from the US government or other relevant international or national bodies and Semantic Applications GmbH & Co. KG to provide any assistance necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible for obtaining any necessary licenses relating to the export of Software. Semantic Applications GmbH & Co. KG can also demand the export certificates for software from the customer.
14.3. As far as Semantic Applications GmbH & Co. KG cannot reasonably be expected to adhere to the contract as a result of the delay caused by the lack of export licenses, Semantic Applications GmbH & Co. KG withdraw from the contract by means of an immediate written declaration to the customer. Semantic Applications GmbH & Co. KG shall not be liable for any delay in delivery or non-delivery of any Products, Deliverables, Software or Services caused by Customer's failure to obtain such licenses or provide such certifications.
14.4. The customer will Semantic Applications GmbH & Co. KG from all claims of third parties due to the violation or alleged violation of the relevant export laws by the customer and replace the resulting damage.

15.Indemnification
15.1. Semantic Applications GmbH & Co. KG indemnifies the customer against all third-party claims based on the fact that Semantic Applications GmbH & Co. KG supplied Semantic Applications GmbH & Co. KG branded products infringe the intellectual property rights of a third party ("IPR claim"). If Semantic Applications GmbH & Co. KG is immediately informed of an IPR claim and, in the opinion of Semantic Applications GmbH & Co. KG there is a certain probability that this is justified, then Semantic Applications GmbH & Co. KG, at its own discretion, either (1) acquire or otherwise procure the necessary rights for the customer that enable the customer to use Semantic Applications GmbH & Co. KG branded products or which it Semantic Applications GmbH & Co. KG enable the services to continue to be provided; (2) Semantic Applications GmbH & Co. KG -modify branded products so that they no longer violate the intellectual property rights of third parties; (3) Semantic Applications GmbH & Co. KG branded products with a non-infringing equivalent; or (4) refund any fees already paid for any allegedly infringing services not yet performed, or a reasonable pro rata refund for the allegedly infringing Semantic Applications GmbH & Co. KG branded product.
15.2. Semantic Applications GmbH & Co. KG does not indemnify the customer pursuant to Section 14.1 for IPR claims resulting from the following: (1) Modifications by Semantic Applications GmbH & Co. KG branded products that are not sold by Semantic Applications GmbH & Co. KG or on behalf of Semantic Applications GmbH & Co. KG; (2) Combination, operation or use of Semantic Applications GmbH & Co. KG branded products in connection with a third party product, software or service, the combination of which causes the (alleged) infringement or (3) resulting from Semantic Applications GmbH & Co. KG has followed Customer's written specifications or instructions, e.g. by incorporating software or other materials or procedures provided or requested by Customer.
15.3. Claims for damages are subject to the provisions of Section 10 of these General Terms and Conditions.
15.4. The customer provides Semantic Applications GmbH & Co. KG from any third-party claims that: (1) are based on the fact that the customer has failed to obtain the necessary licenses, rights or other permits, statutory certifications or approvals for customer-side technology or data, or (2) reliance on obtain software or other components installed or integrated into the Products, Deliverables, Software or Services at the direction or request of Customer; or (3) result from misrepresentations as to the existence of an export license; or (4) from Semantic Applications GmbH & Co. KG resulting from the violation or alleged violation of the relevant export regulations by the customer. Exemptions according to this regulation require the customer to be at fault.

16.Termination of contract
16.1. Either party shall be entitled (without prejudice to any other right or remedy it may have against the other party) to terminate this Agreement immediately in writing for cause.
16.2. Semantic Applications GmbH & Co. KG can in particular cancel the contract terminate if the customer:
16.2.1. violates an essential contractual obligation and does not remedy this violation after setting a reasonable grace period or dispensability; or
16.2.2. becomes insolvent after conclusion of the contract and Semantic Applications GmbH & Co. KG payment claim is endangered as a result; or
16.2.3. violates export control laws or Semantic Applications GmbH & Co. KG may reasonably assume that the customer has violated the same and Semantic Applications GmbH & Co. KG as a result of which it is unreasonable to adhere to the contract; or
16.2.4. violates the IPR obligations, warranties and releases from liability specified in the contract and Semantic Applications GmbH & Co. KG as a result of which it is unreasonable to adhere to the contract.

17. Statute of limitations
17.1. Contrary to § 438 Section 1 No. 3 BGB, the general statute of limitations for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
17.2. However, if the goods are a building or an item that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (§ 438 Para. 1 No. 2 BGB). Other special statutory regulations on the statute of limitations remain unaffected (in particular § 438 Paragraph 1 No. 1, Paragraph 3, §§ 444, 479 BGB).
17.3. The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the buyer and under the Product Liability Act lapse exclusively according to the statutory statute of limitations.

18. Force Majeure
According to this contract, neither party is liable to the other party for failure to perform its obligations during any period when such performance is delayed by circumstances beyond the control of either party, including but not limited to fire, flood, war, embargo, strike, riot or intervention by governmental authorities ("Force Majeure"), provided that the delayed party immediately notifies the other party in writing of the event of force majeure. The delayed party's non-performance is tolerated for the duration of the force majeure event; however, if the event of force majeure lasts for more than 30 days, the other party has a statutory right to withdraw from all or part of the contract.

19.Privacy Policy
Customer data is subject to electronic data processing. If necessary, Semantic Applications GmbH & Co. KG personal data to service partners and other companies of Semantic Applications GmbH & Co. KG Group, which may also be located outside the European Economic Area, e.g. Semantic Applications GmbH & Co. KG Inc. in the USA, in compliance with appropriate security measures and compliance with legal requirements. Semantic Applications GmbH & Co. KG privacy policy is available at www.semantic-applications.de

20.Compliance with the WEEE Directive Semantic Applications GmbH & Co. KG assumes responsibility for compliance with the Waste Electrical and Electronic Equipment Directive 2002/96/EG ("WEEE Directive") and its national implementation standards, including by reporting those that have been placed on the market devices, and return of products to Semantic Applications GmbH & Co. KG collection points. The products handed in at the collection points are recycled in accordance with the WEEE directive and the national implementation standards. The customer is responsible for returning the products to the address provided by Semantic Applications GmbH & Co. KG named collection point according to the WEEE recycling program of Semantic Applications GmbH & Co. KG responsible – www.semantic-applications.de

21.General
21.1. Neither party may assign or transfer this Agreement or any right or interest without the prior written consent of the other party, except that (1) Semantic Applications GmbH & Co. KG does not require consent to transfer to affiliated companies and (2) Semantic Applications GmbH & Co. KG can pass on its contractual obligations to a subcontractor, but remains liable and responsible to the customer for these obligations.
21.2. For the content of additions and amendments to the Agreements including these general terms and conditions is the written contract or the written confirmation of Semantic Applications GmbH & Co. KG authoritative. If the contract or these general terms and conditions contain loopholes, the legally effective regulations that the parties would have agreed according to the objectives of the contract and for the purpose of these general terms and conditions if they had known the loophole shall apply to fill these loopholes.
21.3. German law applies. The validity of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. If the customer is a merchant, the exclusive place of jurisdiction for all disputes in connection with the present business relationship is Frankfurt am Main. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation. As of February 2017