Terms of Sale

1 Scope of Delivery

1.1 The hardware and associated software shall operate as described in their product description and user documentation. In respect of hardware or software as defined by third party products, DOMOTICWARE does not warrant that these comply with the product description of their manufacturers or that they are free of errors. The products shall embody all legal and other provisions related to their use.

1.2 Software programs shall be delivered in a machine-readable format (object code). If DOMOTICWARE programs have interfaces for interoperability with other programs, DOMOTICWARE shall at Client's request, provide required information to use such interfaces, subject to reimbursement of expenses.

1.3 The user documentation for the hardware and associated programs will be delivered on machine-readable media or as printed hardcopy.

1.4 Until payment has been made in full, the hardware and the media containing the programs shall remain property of DOMOTICWARE and shall not be pledged nor assigned as collateral security.

2 Installation

2.1 At Client's request DOMOTICWARE shall install all products at Client¡¯s premises. In this case Client shall establish the conditions for the installation of the products. In case it is agreed in the contract that DOMOTICWARE shall install the products, Client shall ensure that its personnel is capable of competently using the programs. Client shall confirm the successful installation of the products in writing. Client shall follow the instructions for installation of the hardware as defined in the user documentation. At Client's request DOMOTICWARE shall consult Client how to prepare the conditions for installation.

2.2 Client shall be responsible for testing the programs under the conditions they shall be used before using them productively. At Client's request, DOMOTICWARE shall provide support (i.e. consultancy, installation, demonstration and training) on the basis of time consumed.

2.3 Client shall test Domoticware¡¯s deliveries for defects without delay in the ordinary course of business.

2.4 All support (including installation, consultancy, training and acceptance test) shall be reimbursed separately on the basis of time consumed unless otherwise agreed.

2.5 DOMOTICWARE shall name a consultant, Client shall name a representative. Both shall have the authority to make the necessary decisions or shall obtain authorization for them in a timely manner. DOMOTICWARE¡¯s consultant shall put decisions in writing. Client¡¯s representative shall provide all required information. DOMOTICWARE¡¯s consultant shall contact Client¡¯s representative as is required to ensure the proper performance of the mutual obligations.

3 Client's Responsibilities for Software Protection

3.1 Client acknowledges that the programs and related documentation ¨C including future versions ¨C are copyrighted, and represent confidential information and trade secrets proprietary to DOMOTICWARE or to DOMOTICWARE¡¯s suppliers. Client shall take all necessary steps to prevent the misuse of the programs and their related documentation. If programs are delivered in source-code, Client shall make them available to any third party only with DOMOTICWARE¡¯s prior written permission. Client¡¯s obligation shall be permanent. The permission may not be unreasonably withheld but it need not be given to enable Client to obtain maintenance from a third party.

3.2 Client may copy the programs only for back-up purposes or ¨C if source-code has been delivered ¨C in order to search for defects. Client shall attach to every media containing a copy of a program the same copyright and proprietary notices as are attached to the media delivered by DOMOTICWARE. Client may make copies of the user documentation for internal purposes only and only to the extent which is admissible in accordance with Client¡¯s right of use.

4 Charges and Payments

4.1 Hardware accessories such as data cables or power supplies are only included in the price if so stated in the contract. If DOMOTICWARE installs and implements such equipment this work shall be charged on the basis of time consumed.

4.2 If one of Domoticware¡¯s suppliers increases or decreases his list price with respect to DOMOTICWARE, DOMOTICWARE is entitled to pass such change onto Client. Increases are not allowed for deliveries which shall take place within four month after the conclusion of the contract. If the increase exceeds 10 [TEN] %, Client is entitled to rescind the contract within 30 [THIRTY] days after the receipt of the demand for the increase.

4.3 In as far as it is agreed to remunerate DOMOTICWARE on the basis of time consumed, all hourly rate expenses, travel expenses and incidental expenses shall be paid in accordance with DOMOTICWARE¡¯s current standard rates unless other rates are agreed on.

4.4 Invoices for the products shall be sent after the installation is carried out by DOMOTICWARE, otherwise after delivery.

4.5 Payments shall be effected without deductions within thirty days after invoicing. Client shall be in default of payment after this period of time without reminder. Client is entitled to question invoices on the basis of costs incurred only within one (1) month after receipt.

4.6 Duties, taxes and levies including VAT ¨C if applicable ¨C shall be paid by Client on all charges.

5 DOMOTICWARE¡¯s Claims, DOMOTICWARE¡¯s Delay

5.1 In the event of any circumstances for which DOMOTICWARE is not responsible and which adversely affect the performance of the contractual obligations, including strike and lock-out, DOMOTICWARE is entitled to an appropriate adaptation of the terms of the contract, in particular to an appropriate extension of the delivery date. If the cause is attributable to Client and results in additional efforts to DOMOTICWARE, DOMOTICWARE is also entitled to additional compensation.

5.2 If DOMOTICWARE¡¯s delay exceeds 30 days, Client is entitled, for every subsequent week, to a penalty of 0,5% of the value of such part(s) of the works that cannot be used according to the purposes of the contract but the penalty shall be limited to 2% of the total contract value.

6 Removal of Defects

6.1 If Client finds, in the course of correct use of the product an error that Client believes to be a defect, Client shall provide to DOMOTICWARE in writing specific information as to the nature of the defect and the specific conditions under which it occurs. Client is only entitled to raise claims if Client can reproduce the defect or demonstrate it. Upon request, Client shall give all necessary support to DOMOTICWARE. Client shall provide testing time on Client's system and duly install corrections delivered by DOMOTICWARE.

6.2 DOMOTICWARE shall, within a reasonable period of time and at no cost to Client remove the defect either by replacing the defective product or by correction of defects (subsequent performance). If a defect substantially restricts the use of a product, DOMOTICWARE shall provide a workaround (temporary solution) if needed, so that the defect is no longer substantial. DOMOTICWARE may deliver the correction of other defects by delivering a new version as soon as possible subject to a reasonable policy of further development. DOMOTICWARE shall develop workarounds insofar as these carry acceptable costs to DOMOTICWARE. With respect to software programs which are defined as third party programs, DOMOTICWARE can only use its best endeavours to obtain and transfer corrective measures and, if appropriate, provide workarounds.

6.3 All claims against DOMOTICWARE shall be expressly excluded for those products which Client modifies or manipulates in any way unless Client proves when reporting a defect that the defect did not result from any such modification or manipulation.

6.4 DOMOTICWARE is entitled to reimbursement of costs if Client reports what Client believes to be a defect without being able to prove it to be so.

7 DOMOTICWARE¡¯s Liability

7.1 Defects shall be removed according to 6.

7.2 The period of warranty (the limitation period for claims based on defects) shall be 12 months. It shall commence with installation if carried out by DOMOTICWARE, otherwise one month after delivery.

8 Confidentiality

8.1 DOMOTICWARE shall keep confidential Client's trade and business secrets and all other information designated in writing as confidential by Client, obtained under or in connection with this contract. DOMOTICWARE shall have no obligation with respect to any information that is already in its possession, is independently developed or becomes publicly known through no wrongful act of DOMOTICWARE. This obligation shall survive the contract in the case of its rescission.

8.2 DOMOTICWARE is not obligated to keep confidential any ideas, concepts, know-how or techniques related to the development of software.

8.3 DOMOTICWARE shall require its employees to adhere to the obligations stipulated in 8.1.

8.4 DOMOTICWARE may enter Client's name into its list of customers together with a short summary description. All other references to indicate that Client is a customer of DOMOTICWARE are subject to Client¡¯s prior approval.

9 Miscellaneous

9.1 The contract shall constitute the entire agreement between the parties and shall not be altered, amended or cancelled, except in writing and with the consent and signature of all parties concerned.

9.2 The parties, if they are merchants, hereby submit to the jurisdiction of DOMOTICWARE¡¯s main place of business.

9.3 This contract shall conform with and be governed by the laws of Spain. The United Nations Convention on Contracts for the International Sale of Goods (which has been incorporated into Spanish law for customers in a foreign country) shall not apply to foreign clients.