Vela Solaris AG Terms and Conditions

These terms and conditions are applicable to the purchase of Polysun (hereafter called "Software") by Customer from Vela Solaris AG ("Company"), which Software includes, without limitation, the electronic user help (help pages) and the component catalogs. Customer acknowledges that he has read and understands these terms and conditions and agrees to be bound by them and, further, agrees that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter hereof. The terms and conditions set forth herein shall be deemed accepted by Customer if Customer does not give written notice to Company within ten (10) days of its receipt hereof advising Company of any objections hereto or if Customer accepts, or pays for, all or any portion of the Software. Any provisions or conditions of Customer’s order which are in any way inconsistent with or in addition to these terms and conditions shall not be binding upon Company and shall not be applicable, notwithstanding Company’s acceptance of Customer’s purchase order and/or delivery of the Software. If Company receives from Customer a purchase order that is in any way inconsistent with or in addition to these terms and conditions, these terms and conditions shall be deemed a counteroffer to Customer’s purchase order, which will be deemed accepted by Customer if Customer does not give written notification to Company within ten (10) days after submitting its purchase order advising Company of any objections hereto or if Customer accepts, or pays for, all or any portion of the Software. No addition to or modification of any of the provisions in these terms and conditions shall be binding upon Company unless made in writing by a duly authorized agent or Company. Clerical and stenographic efforts are subject to correction. In the event of Customer's default hereunder for non-payment or otherwise, (a) Company reserves the right to disable the Software until Company's receipt of payment in full from Customer; and (b) Customer agrees to assume and pay any and all costs and expenses incurred by Company in enforcing its rights under these terms and conditions, including but not limited to, reasonable attorneys’ fees and court costs.

Pricing/Taxes
The retail list prices for the Software will be the retail list prices in effect when the particular order is placed. The purchase price for the Software shall be payable prior to the delivery of such Software. PRICE INCREASES ARE SUBJECT TO CHANGE AT ANY TIME BY COMPANY. Prices are quoted in US dollars. All verbal quotations are not valid and binding unless confirmed in writing by Company. Prices are exclusive of and will be increased by all applicable federal, state, municipal or other government excise, sales, use, occupational or like tax, tariffs, customs, duties and import fees, applicable at the time of sale or thereafter enacted, all of which Customer shall be responsible for paying.

Pricing/Taxes
The retail list prices for the Software will be the retail list prices in effect when the particular order is placed. The purchase price for the Software shall be payable prior to the delivery of such Software. PRICE INCREASES ARE SUBJECT TO CHANGE AT ANY TIME BY COMPANY. Prices are quoted in US dollars. All verbal quotations are not valid and binding unless confirmed in writing by Company. Prices are exclusive of and will be increased by all applicable federal, state, municipal or other government excise, sales, use, occupational or like tax, tariffs, customs, duties and import fees, applicable at the time of sale or thereafter enacted, all of which Customer shall be responsible for paying.

Grant of License
Except as otherwise provided herein, Company grants to Customer a non-exclusive, non-sublicenseable, revocable right to use the Software and any upgrade, improvement or addition thereon that is developed by Company and provided to Customer with any software update solely in accordance with the applicable instructions or manuals furnished by Company. Company retains title to all Software, computer programs and other software furnished hereunder. Customer will use such Software only in conjunction with applicable instructions and manuals furnished by Company. The Software is only operational if Customer obtains a user key from Company, which is issued to the hardware network card. Customer must inform Company of its hardware identifier, at which point, Company will issue Customer the user key. Customer has the right to change the hardware operating the Software three times. When changing such hardware, (a) Customer must provide Company with the new hardware identifier; and (b) Customer must delete the Software from the previous storage device. Simultaneously saving, storing or using the Software on more than one piece of hardware is prohibited.

Warranty
Company's Standard Limited Warranty is included with the purchase of any Software, which covers (i) either, in Company's sole discretion, (A) the replacement of defective Software; or (B) the refund of the purchase price for such Software, if Company is notified of such defect within thirty (30) days from the date of purchase; and (ii) upgrades, bug fixes and other issues relating to the Software for one year from the date of purchase. Customer shall have the option of purchasing additional years of Software upgrades and updates directly from Company. Software updates and/or upgrades are developed and released in the sole discretion of Company and nothing contained herein will be deemed to imply any obligation on the part of Company to develop, release, market or offer any Software update or upgrade. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OUT OF A COURSE OF DEALING OR USAGE, TRADE OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT. COMPANY NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR COMPANY ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES OR EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOST DATA, LOSS OF GOODWILL OR LOSS FROM WORK STOPPAGE, ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY TO CUSTOMER IN ALL CIRCUMSTANCES SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER TO COMPANY FOR THE SOFTWARE. All warranties are contingent upon proper use of the Software in its intended environment and do not cover Software which has been modified without Company’s approval or otherwise that have been the subject of mishandling, misuse, neglect, improper testing, repair, alteration, damage or processing.

Intellectual Property Rights
The Software involves valuable patent, copyright, trademark, trade secret and other intellectual property rights of Company. Company reserves all such rights. No title to or ownership of any intellectual property rights related to the Software is transferred to Customer pursuant to these terms and conditions. Customer will not attempt to reverse engineer the Software or any component thereof or to otherwise misappropriate, circumvent or violate any of Company’s intellectual property rights. Removal of copy protection from the Software is prohibited. Copyright notices, serial numbers and other features serving the purpose of program identification of the Software must not be removed or changed. The same applies for suppression of these features on the screen and in reports generated by the Software. Customer agrees to be liable for acts or omissions of all authorized users of the Software to the same extent as if such acts or omissions were undertaken by Customer.

Patent Indemnity
Company shall defend any suit or proceeding brought against Customer by a third party insofar as such suit or proceeding is based on a claim that the Software constitutes direct infringement of any duly assigned United States Patent, and Company shall pay all damages and costs finally awarded therein against Customer, provided (i) Company is promptly informed and furnished with a copy of each communication, notice or other action relating to the alleged infringement, (ii) Customer allows Company to assume control of the defense and settlement of the claim, (iii) Customer assists and cooperates with Company in connection with the defense and settlement of the claim, (iv) Customer complies with any court order or settlement made in connection with the claim, and (v) Customer does not settle the claim without Company’s prior written consent. At Company’s option, Company may procure for Customer the right to continue using the Software, replace the same with non-infringing software, or modify the same so that their use becomes non-infringing. The foregoing states the sole and exclusive liability of Company for patent infringement and is in lieu of all warranties, expressed or implied, in regard thereto.

Miscelaneous
These terms and conditions shall be governed by the laws of Winterthur, Switzerland. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditiosn. Any dispute, claim or controversy arising out of, or related to, these terms and conditions shall have exclusive venue in the courts located in Winterthur canton, St. Gall, Switzerland. Customer hereby irrevocably consents to the personal jurisdiction of those courts for such purposes. Neither these terms and conditions nor any right or duty under these terms and conditions may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. The Company may freely transfer, assign or delegate this Agreement or its rights and duties under these terms and conditions. Subject to the foregoing, these terms and conditions will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. If any provision of these terms and conditions is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these terms and conditions will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by these terms and conditions is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these terms and conditions so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.