NeoMedia . Legal Information

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All rights reserved. Text, pictures, graphics, sound, animation and videos, as well as their arrangement on the websites of NeoMedia Europe AG are protected by copyright and other legal safeguards. The content of these websites may not, for commercial purposes, be copied, distributed, amended or made available to third parties. Some sites within the websites of NeoMedia Europe AG also contain images which are subject to copyright by third parties.

Name and address
NeoMedia Europe AG
Jens-Otto-Krag-Str. 11
52146 Würselen
Germany

Phone +49 2405 49922-0
Fax +49 2405 49922-99
info@neom.com
www.neom.com

Names of those entitled legally to represent the company
Member of the board: Dr. Christian Steinborn
Supervisory board: George O'Leary

Registration entries
Amtsgericht Aachen HRB 8599

VAT Identification Number (VAT ID)
DE 187 923 810

Disclaimer

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE.

1. Copyright

These documents are protected by copyright law and other applicable laws.
NeoMedia Technologies and NeoMedia Europe AG authorizes you to view, use and copy the materials ("materials") such as datasheets, press releases, white papers and company profile at this website, provided that:

the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear;
the use of our documentation and materials is for informational and non-commercial or personal use only:
no modifications of any materials are made.

Any materials in which copyright resides, other than NeoMedia Technologies and NeoMedia Europe AG, is used by permission and belongs to respective owners of copyrighted material.

Trademarks, names, domain names and logos of NeoMedia Technologies and NeoMedia Europe AG may not be used in any advertising, publicity or otherwise without prior express written permission of NeoMedia Technologies and NeoMedia Europe AG.

2. Legal disclaimer

The information and services provided are "as is" with all faults and without warranty of any kind, expressed or implied. NeoMedia Technologies and NeoMedia Europe AG makes no warranties or representations regarding the accuracy, completeness or suitability of the information and services.

3. Use of software

Any software that is made available to download from this Site is the copyrighted work of NeoMedia Europe AG and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software ("License Agreement"). You may not download or install any software that is accompanied by or includes a License Agreement unless you have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT.

The following General Terms and Conditions of Business shall apply to transactions with business operators, legal persons under public law and special funds under public law.

General

All deliveries and services shall be exclusively subject to these General Terms and Conditions. These terms and conditions shall be deemed to have been accepted by no later than the time of receipt of the goods. Differing terms and conditions of business or purchase on the part of the purchaser shall be acknowledged only if expressly agreed upon in writing. Ancillary agreements and supplements to the Contract shall not be legally valid unless agreed upon in writing and confirmed in writing by NeoMedia Europe AG. NeoMedia Europe AG is entitled to assign claims arising from the business relationship.

Offer and Conclusion of Contract

Offers by NeoMedia Europe AG are not binding and are subject to change without notice. Contracts shall take effect with written or electronic confirmation of order by NeoMedia Europe AG, or when the customer accepts the deliverable, whichever occurs first.

Deliveries and services

NeoMedia Europe AG reserves the right to make technical and structural changes to the deliverables compared to the details contained in brochures, catalogues and other written documentation, that may be considered reasonable from the customer’s perspective, and changes in model, construction and materials as a result of technical advances and further development, and shall not be liable to any claims as a consequence. NeoMedia Europe AG expressly reserves the right to make reasonable part-deliveries and invoice accordingly. Agreed delivery deadlines shall be deemed to have been observed if the contract product is submitted to the carrier by the agreed time, unless an express written agreement to the contrary has been entered into. If the dispatch of goods that are ready for consignment is delayed for reasons not attributable to NeoMedia Europe AG, the contract products may be stored for the customer’s account and risk. The delivery deadline is agreed upon on the basis of the expected performance by NeoMedia Europe AG and is considered to be non-binding and subject to NeoMedia Europe AG’s receiving its own supplies in good time, with due allowance for unforeseen circumstances and hindrances, regardless of whether these occur at Gavitec’s or the manufacturer’s end, with particular reference to force majeure, government action, the non-issue of official permits, industrial disputes of any kind, sabotage, shortage of raw materials and late delivery of materials for reasons not attributable to NeoMedia Europe AG. Such events shall imply an equivalent postponement of the delivery deadline, even if they occur during an existing delay. If the customer has granted a supplementary deadline, the supplementary deadline shall also be extended by the duration of the unforeseen event in such cases. If NeoMedia Europe AG is more than four weeks late with any delivery, the customer may withdraw from the contract upon the expiry of a reasonable deadline given in writing and may claim compensation. Claims by the customer for compensation for late delivery shall be limited to the extent of foreseeable losses. NeoMedia Europe AG reserves the right to withdraw from the contract if it is impossible on a lasting basis to make the delivery because of any of the above events and the events are not attributable to NeoMedia Europe AG. Any agreement to postpone delivery deadlines must be made in writing. If acceptance is delayed, NeoMedia Europe AG has the right, in addition to its claim for payment, to set a new delivery deadline or withdraw from the contract. In such case, NeoMedia Europe AG reserves the right to claim compensation for any additional costs incurred.

Prices and Payment Terms

The prices applicable at any time shall be understood as excluding packaging, transport and transport insurance and the rate of VAT that applies on the date of delivery from the Würselen direct shipping service, and shall apply regardless of the delivery method. Invoices shall be issued at the time of order. The entire invoiced amount shall be paid in advance. The determining criterion for due payment shall be the date of invoice. If the payment deadline is missed, NeoMedia Europe AG shall be entitled, without further warning, to charge penalty interest at eight percentage points over the European Central Bank base interest rate that is applicable at the time. The right to claim a late payment penalty over and above this amount remains unaffected. NeoMedia Europe AG is entitled to apply payments to settle the customer’s older debts in the first instance, regardless of any terms and conditions to the contrary on the part of the customer. If costs and interest have been incurred through the delay, Gavitec shall be entitled to apply payments first to the costs, then interest, and lastly to the main claim. The customer may not offset payments or exercise a right to withhold payment because of any counter-claims not acknowledged by NeoMedia Europe AG or otherwise established with legal force. If the above payment conditions are violated without justification, NeoMedia Europe AG may at any time, and at its option, insist that delivery be made as and when it receives cash payment, payment in advance or the provision of a security. All outstanding claims, including those for which NeoMedia Europe AG has accepted bills of exchange or for which payment in instalments has been agreed upon, shall be payable immediately. Unless agreed otherwise, NeoMedia Europe AG shall be bound to the prices contained in its offers for 15 days from the date of offer. The prices stated in the confirmation of order by NeoMedia Europe AG shall apply.

Reservation of Title

NeoMedia Europe AG reserves title to goods and deliveries supplied until all claims (including future claims) arising from this contract and the business relationship with the customer as a whole have been settled. The customer has a revocable entitlement to alienate the reserved goods in the regular course of its business, on condition that it in turn sells them with reservation of title. However, it may not assign, mortgage or grant them as a security in any form whatsoever. In the case of third-party attachment of the reserved goods, the customer must indicate that NeoMedia Europe AG holds the title and advise NeoMedia Europe AG immediately. If the reserved goods are connected, processed or mixed with goods not belonging to NeoMedia Europe AG, NeoMedia Europe AG shall obtain pro rata joint ownership based on the ratio between the invoice value of the reserved goods and the other goods. Processing or other working of the reserved goods shall take place in accordance with s. 950 of the German Civil Code with NeoMedia Europe AG as the manufacturer, and shall not bind NeoMedia Europe AG in any way. NeoMedia Europe AG shall obtain joint ownership of the processed goods in accordance with the above provision. In the event of delayed payment, including delayed payment for other or future deliveries or services provided to the customer by NeoMedia Europe AG, or if the customer becomes bankrupt, NeoMedia Europe AG may enter the customer’s business premises and take the reserved goods so as to assert its title to the reserved goods. Moreover, in this case, NeoMedia Europe AG may also restrict the functions of the reserved goods or deactivate them. This may be done in the context of remote maintenance as appropriate. Asserting the reservation of title or the attachment of the deliverable by NeoMedia Europe AG shall not constitute withdrawal from the contract if the customer is a business operator. The customer assigns its claims arising from the alienation of the reserved goods to NeoMedia Europe AG as at the time of order, to the invoice value of the reserved goods in question. The customer remains entitled to make collection even after such assignation. Nonetheless, NeoMedia Europe AG is entitled to make collection as part of its regular course of business. However, it shall make use of this right only in the event of late payment or an application for bankruptcy, composition or insolvency proceedings on the part of the customer. At the request of NeoMedia Europe AG, the customer shall identify the assigned claims, provide the necessary details, surrender documents and advise debtors of the assignment. NeoMedia Europe AG may disclose such assignment at any time to secure its claims for payment. The selection of the securities to be released shall be the responsibility of NeoMedia Europe AG. The NeoMedia Europe AG net list price applicable at the time of the call for release shall be used to determine the value of the securities. In the case of assigned claims, the value shall be the net invoice amount less a 30% security deduction. In the case of claims for which the customer’s customer is late in making payment or facts are known that justify the assumption of default, the deduction shall be 50%. In the case of securities that exist only in the form of joint ownership as a result of connection, mixing or processing, the net list price of the goods supplied by NeoMedia Europe AG less a deduction of 30% shall apply. Objects supplied for test and demonstration purposes shall remain the property of NeoMedia Europe AG. The customer may use such objects beyond the purposes of the test and demonstration only on the basis of a separate agreement with NeoMedia Europe AG.

Guarantee

NeoMedia Europe AG guarantees that the contract products are free from material defects. The contract products are manufactured with the appropriate level of care. NeoMedia Europe AG further guarantees that the contract products are generally and correctly described in the product documentation and are suitable for use in this context. NeoMedia Europe AG shall assume no guarantee for consumables or wearing parts of any kind. Defects or damage attributable to the following, in particular, shall be excluded from the guarantee: normal and use-based wear; inappropriate use; incorrect use and negligence on the part of the customer; operation with the incorrect current, current type or voltage, or connection to unsuitable power sources; fire, lightning, explosion or grid overvoltages; humidity of any kind; incorrect or defective software and/or processing data; and any consumables, unless the customer can demonstrate that these circumstances were not responsible for the defects in question. The guarantee shall also cease to apply if the serial number, type designation or other identifying detail is removed or has become illegible. The period of guarantee shall be six (6) months and shall commence with the transfer of risk. This limit is a period of prescription and shall also include the application of consequential losses caused by defects if no claims are made based on tort. Guarantee claims may not be transferred. If a guarantee claim is made, NeoMedia Europe AG may remedy the deliverable or provide a replacement at its own option. Replaced components shall become the property of NeoMedia Europe AG. If NeoMedia Europe AG fails to rectify defects by a reasonable supplementary deadline set in writing, the customer shall be entitled to demand either that the contract be made retrospective or that an appropriate reduction in the purchase price be made. If examination of a defect claim reveals that the case is not covered by guarantee, NeoMedia Europe AG shall be entitled to insist that all costs be covered. Inspection and repair costs shall be charged at NeoMedia Europe AG’s service prices that apply at the time. All further claims, or claims by the customer other than those covered by these provisions, regardless of their legal foundation, shall be excluded unless these provisions allow for any other outcome. When making claims under guarantee, or for chargeable repairs and returns of any kind, the customer must take account of the Customer Service process guidelines in the version valid at the time and/or the appropriate procedures contained in the NeoMedia Europe AG price list valid at the time.

Industrial Property Rights and Third-Party Copyrights

NeoMedia Europe AG shall assume no liability for ensuring that the contract products do not violate industrial property rights or third-party copyrights. The customer must immediately advise NeoMedia Europe AG of all claims made against it on this basis. If the delivered products were manufactured on the basis of drafts or instructions provided by the customer, the customer shall hold NeoMedia Europe AG free from all third-party claims arising from the violation of industrial property rights and copyrights. An appropriate advance shall be provided for any court costs.

Liability and Further Guarantee

NeoMedia Europe AG shall be liable for compensation claims arising from positive violation of contractual duty, tort, organisational negligence or negligence when concluding the contract only if it or its agents are guilty of intentional or gross negligence.

Software

If software programs form part of the deliverables, a single right of use shall be granted to the purchaser for them. The purchaser may create only the backup copies that are necessary to ensure secure operation. These backup copies must be marked as such. Copyright indications, trademarks, other reserved rights, serial numbers and other features used for program identification may not be changed or made illegible.

Any form of exploitation, particularly the sale and distribution of the software by any other means, as well as leasing and lending, is subject to written approval by NeoMedia Europe AG. Conversion and decompiling of the software are also subject to written approval by NeoMedia Europe AG.

If the deliverables include electronic devices that require the use of firmware for their proper use, the purchaser will be granted a simple right of use for such firmware that is inseparably bound to the electronic device in question. Any form of exploitation, alteration, conversion or decompiling of the firmware is expressly prohibited and shall result in the immediate termination of the right of use.

NeoMedia Europe AG may revoke the right to use any software or firmware supplied with the devices on substantive grounds. Substantive grounds include, in particular, late payment by the customer of a significant proportion of amounts due, or violation of the terms of use, and failure to rectify the situation promptly following written warning by NeoMedia Europe AG, including a threat of revocation.

If the right to use software is revoked, the customer is obliged to surrender the original software and any existing backup copies and to delete any saved programs. If the right to use firmware is revoked, the customer is obliged to decommission the devices that are associated with such rights of use without delay. If this is not done within three days, NeoMedia Europe AG shall be entitled to restrict the functions of the software or firmware or deactivate or delete it. This may be done in the context of remote maintenance as appropriate.

The customer shall be fully liable for any losses caused by the violation of the rights of use.

Data Protection

NeoMedia Europe AG shall store all data either electronically or manually in accordance with the legislation on data protection and other legal provisions and regulations. If necessary or appropriate to implement the transaction or pursuant to other legislation or regulations, NeoMedia Europe AG may release the data to third parties with due consideration for the relevant data protection provisions.

Export and Import Permits

Products and technical expertise supplied by NeoMedia Europe AG are intended to be used and retained in the country of delivery agreed upon with the customer. The re-export by the customer of contract products, either individually or in integrated system form, requires a permit and is subject to the foreign trade regulations of the Federal Republic of Germany as a matter of course. Regardless of whether the customer specifies the final destination of the contract products that are delivered, the customer shall be personally responsible for obtaining the approval of the competent foreign trade authority as appropriate before exporting such products. Whenever the customer passes the contract products on to third parties, either with or without the knowledge of NeoMedia Europe AG, the export approval conditions must be passed on at the same time. The customer shall be liable toward NeoMedia Europe AG for ensuring that these provisions are properly observed.

EU Turnover Tax on Imports

If the customer is domiciled outside Germany, it shall be obliged to observe EU regulations on turnover tax on imports. This includes, in particular, the requirement to provide a turnover tax identification number to NeoMedia Europe AG without being separately asked to do so. The customer is obliged to provide NeoMedia Europe AG upon request with all necessary information about its capacity as a business operator, its use and transport of the goods supplied and its statistical reporting requirements. The customer is obliged to reimburse any costs, processing fees in particular, that NeoMedia Europe AG incurs as a consequence of defective or incorrect information on the part of the customer regarding turnover tax on imports. NeoMedia Europe AG shall not be liable for the consequences of the customer’s information regarding turnover tax on imports or the relevant data in this connection except in the case of intentional or gross negligence on the part of NeoMedia Europe AG.

Applicable Law and Venue

These terms and conditions are governed by the laws of the Federal Republic of Germany. Venue shall be Aachen.