TERMS OF SALE ATM STARTER
General Terms and Conditions for Sale and Delivery CryptomaticATM

I. GENERAL INFORMATION:

(1) Material and Personal Scope of Applicability
The following Terms and Conditions shall apply for all our deliveries and performances (including supplementary / peripheral services, such as proposals / suggestions, engineering assistance,consultations) to and for entrepreneurs, legal entities under public law, or public separate estate properties. 

(2) Exclusion of Other Terms and Conditions of Business
Divergent terms and conditions of business of the Ordering Party shall herewith be contradicted.
They shall also not be binding or committing for us if we do not specifically contradict them upon having received them. Our Terms and Conditions shall be regarded as having been
acknowledged and accepted as of order placement or with the receipt of the order confirmation,
at the latest, however, with the acceptance of our delivery.

(3) Effectiveness
If individual provisions should be or become ineffective, then this shall not impair the
effectiveness of the remaining other provisions of these General Terms and Conditions for Sale
and Delivery. An effective provision shall be regarded as agreed in case of the ineffectiveness of
a provision, which comes as close as possible to the economic intention and purpose pursued.

(4) Writing Requirement
Divergences from the following Terms and Conditions, other changes of or supplements to the
order shall require our written confirmation for their effectiveness. This shall also apply for the
abolition of this writing requirement.

(5) Copyright
We reserve for ourselves the property- and copyrights to illustrations, drawings, calculations and
other documents. The Ordering Party shall require our express previous written consent before
passing them on to third parties.

II. ORDER:

(1) Written Confirmation
Our offers shall remain without obligation until an order (purchase order) placed on the basis of
the offer is confirmed by us in writing. Every order (purchase order) shall require our written
confirmation for its legally binding acceptance. Upon deliveries without written confirmation, our invoice shall simultaneously be regarded as an order confirmation.

(2) Scope / Contents of the Order
Proper technical and formal changes of the ordered goods shall remain reserved, in as far as the
technical function, ordinary use and the value of the product is thereby not affected or is merely
affected insignificantly. If such change should perhaps cause the acceptance to become
unreasonable for the Ordering Party in the individual case, then he can withdraw from this order.
Further reaching rights shall be excluded.

(3) Technical Data
The technical data indicated in our offers, drawings and illustrations are approximation values, in as far as they are not specifically described as obligatory and binding in writing and do not state details with regard to tolerances. The appropriate technical acceptance- and safety regulations of the manufacturer country shall, as for the remaining issues, be exclusively authoritative for our deliveries.



III. OBLIGATION TO DELIVER

(1) Reservation of Self-Supply
Prerequisite of our own obligation to deliver is the punctual and proper self-supply with the
necessary goods and materials. We shall be entitled to withdraw from the contract under
exclusion of any indemnity obligation in case of a constant hindrance due to circumstances lying
beyond the range of our responsibility and/or control, particularly acts of god / force majeure,
strike, lockout, bans on import and export, transportation hindrances, official interventions or the
like. A not merely insignificant change of the ability to supply, of the terms of quotation, or of the quality of the goods of our suppliers, or of the performances of other third parties, on which the proper execution of the order placed with us is fundamentally dependant, shall also entitle us to resign from the contract under exclusion of any indemnity obligation.
Should the goods to be delivered be sensitive goods, which are subject to an individual export
licence, the Ordering Party commits to notifying the Supplier of their own accord with an "endues certificate".

(2) Partial Delivery, Excess- or Short Deliveries
Partial deliveries shall be permitted and shall be regarded as an independent delivery with
respect to payment and complaint. We shall be entitled to excess- or short deliveries of up to
10% of the order quantity, provided that this is not unreasonable for the Ordering Party.

(3) Essential Deterioration of the Assets / Pecuniary Circumstances of the Ordering Party
If an essential deterioration of the assets / pecuniary circumstances and/or of the standing
regarding liquidity of the Ordering Party should occur, or if such circumstances already on hand
before the conclusion of contract should become known afterwards, then we shall, as we may
select in our own discretion, be entitled to either withdraw from the contract, or to demand
immediate cash payment of all invoices remaining unpaid, even if the invoice amounts have
previously been completely or partly deferred or paid by bill of exchange. Particularly any poorer credit standing classification of a credit rating service, the protest of a bill or cheque, any distress or garnishing, suspension of payments, the instigation of insolvency proceedings, as well as if such insolvency proceedings are rejected for lack of mass, shall be considered as such
deteriorations. In case we should perhaps not withdraw from the contract in spite of the
occurrence of any deterioration of the financial standing, then we shall only deliver under
concurrent conditions against immediate payment, for larger orders only against cash in
advance.

IV. DELIVERY DATE / DELIVERY PERIOD
(1) General Regulations regarding Delivery Dates / Delivery Periods
In as far as nothing to the contrary has been agreed, our delivery dates and delivery periods
stated in the offers shall be understood as temporary and not yet obligatory and binding
estimates. If obligatory delivery dates and delivery periods have been agreed, then these shall
be regarded as adequately prolonged, if they cannot be met because of circumstances lying
beyond our control. A period of one month shall, with regard to the technical complexity of the
delivery products, be generally regarded as adequate for the prolongation, provided that a
shorter or longer period has not been agreed in writing in the individual case under consideration
of the mutual interests. Delivery periods shall commence with the date of our written
confirmation, however, not before the clarification of all execution details and of all other
prerequisites to be created by the Ordering Party for the proper performance of the contract. The
same shall apply for delivery dates.

(2) Transactions for Delivery by a Fixed Date
The agreement of obligatory fixed dates or of fixed delivery periods shall require the express
designation as being a firm transaction for delivery by a fixed date and shall require our
confirmation in writing.

(3) Obligation to Supportive Cooperation
The Ordering Party shall be obliged to provide all data, documents and other specifications
required for the performance of the contract together with the order, at the latest, however,
immediately after placement of the order. If such documents and data do not arrive on time, then
the Ordering Party cannot make reference to compliance with delivery dates or delivery periods.
In this case, the assertion of claims for delay damage shall be excluded. The delivery date or the
delivery period shall be regarded as adequately prolonged.

V. TRANSFER OF RISK

(1) Transfer of Risk with Consignment
The risk of loss and of any deterioration of the delivery shall pass on the Ordering Party as soon
as the delivery has left the works of the supplier. This shall also be valid when the consignment
is performed at our expense or with our means of transportation. The dispatch shall in any case
be performed at the risk of the Ordering Party, even if freight paid delivery has been agreed.

(2) Transfer of Risk with Notification of Dispatch Readiness
If the dispatch of the delivery is postponed upon the request of the Ordering Party or for reasons
lying beyond our responsibility, then the risk shall pass on to the Ordering Party with the
notification of dispatch readiness.

VI. PRICES
(1) General Pricing Regulations
Our prices are ex works of supplier plus packing and statutory value added tax. The agreement
of fixed prices shall require express written confirmation. If nothing to the contrary has been
agreed, then our prices shall be understood as USD - prices for all deliveries.

(2) Minimum order value
In the case of orders with a net goods value of less than 25 USD, we will add a small-order
supplement of 10 USD to the invoice. Repeat orders from vending keys we will charge a processing fee of 25 USD per order.

(3) Price Adjustment / -Increase
If nothing to the contrary has been agreed, then the prices quoted by us shall be subject to
alteration. We shall be entitled to adequately adjust or to increase the prices if our supplier
increases his selling prices, if not merely insignificant price increases occur due to a change of
exchange rates, of customs duties or similar fiscal charges, or if there is a period of time of more
than two months between the order (make-and-take order) and the delivery, in as far as a new
price list has attained validity within this time period. A price adjustment /-increase shall be
excluded if such would be unreasonable for the Ordering Party.

(4) Packing and Packing Material
The Ordering Party shall bear the costs for packing and packing material. Packing and packing
material will be taken back by us. The Ordering Party shall bear the costs of return -
transportation. 

VII. TERMS OF PAYMENT

(1) Periods of Payment
The amounts billed shall, in as far as nothing else has been agreed, be payable within 4 days as
of date of invoice without discount.

(2) Default Interest
In the case of a delay in payment of the Ordering Party, the Ordering Party shall, notwithstanding the assertion of further damage claims in respect of the delay, pay interest in the amount of 8% on the unpaid demand.

(3) Payment by Bill of Exchange and by Cheque
Bills of exchange shall only be accepted on the basis of express agreement, and – just like
cheques – only in lieu of payment and under reservation of acceptance in the individual case.
Discounting- and other expenses shall be borne by the Ordering Party.

(4) Other Disturbances regarding the Services in Return
Delivery shall be effected under the prerequisite of creditworthiness and solvency of the Ordering Party. We shall at any time be entitled to adequately amend the Terms and Conditions in case of a delay in payment, of any failed redemption of cheques or failed discharge of bills of exchange, of a cessation of payment, of the instigation of proceedings serving for the settlement of debts, in case of noncompliance with the terms and conditions of payment, in case of poorer credit standing classification of a credit rating service, and if circumstances are on hand, which are suitable to decrease the creditworthiness of the Ordering Party, and we shall also be entitled to withdraw from the contract upon the occurrence of definite and final refusal of performance.

(5) Offsetting and Right of Retention
The Ordering Party shall only be entitled to offsetting and to a right of retention with regard to our due claims in relation to its own counter-claims in the extent that such counter-claims have been finally established or have been acknowledged and accepted in writing.

VIII. RESERVATION OF TITLE
(1) Reservation of Title Agreement
The delivered products (Secured Goods) shall remain our property until the fulfillment of all
claims against the Ordering Party, to which we are entitled from the business connection. Bills of exchange and cheques shall only be regarded as a payment after discharge / redemption has
been effected.

(2) Extended Reservation of Title
If the Secured Goods are processed or compounded with other products which do not belong to
us by the Ordering Party to form a new, uniform item, the we shall be entitled to co-ownership in the new item in proportion of the value of the Secured Goods in relation to the value of the other processed and/or incorporated products at the time of processing and/or compounding. The co-ownership thereby created for us shall be regarded and treated as relating to the Secured Goods as contemplated in these Terms and Conditions.

(3) Disposal and Assignment in Advance
The Ordering Party only may sell the goods under our reservation of title in the course of
ordinary business, and only for as long as it is not behind schedule with the settlement of all our
demands. The Ordering Party shall already now assign its demands from the re-sale of the
Secured Goods to us for the purpose of securing all our demands from the business connection.
We herewith accept this assignment. If the Secured Goods are sold together with other goods or
co-ownerships not belonging to us by the Ordering Party, then the demand pertaining to the resale shall be regarded as having been assigned only to the limit of the value of our Secured
Goods. The value of the Secured Goods shall be respectively rated on the basis of our invoice
value. The Ordering Party shall be authorized to collect the demands assigned to us from the resales until such authorization is repealed, which may be effected at any time.

(4) Jeopardization of the Right of Ownership
The Ordering Party shall not be authorized to pledge or to assign the Secured Goods for the
duration of the time period in which the reservation of title is in effect. The Ordering Party shall
immediately inform us in writing in case of attachment, confiscation or of other dispositions or
interventions of third parties, particularly such by way of execution.

(5) Obligation to Surrender
If the Ordering Party falls in delay of payment completely or in part with regard to the settlement of our demands, then we shall be authorized to require the surrender of the Secured Goods at any time and to dispose of them in another manner, and to hold outstanding deliveries back, even if we have not withdrawn from the purchase contract. Another further reminder or
stipulation of a deadline shall not be required in this respect. The assertion of a reservation of
title by us shall not constitute a withdrawal from contract.

(6) Release of Securities
If the value of the securities we are entitled to according to the Terms and Conditions as
stipulated above exceeds the outstanding invoice value by more than 20%, then we shall, upon
request of the Ordering Party, be obliged to release exceeding securities in manner as we may
deem appropriate in our own discretion, however with the stipulation, that with the exception of
deliveries effected in the context of a real account current relationship, the release is to be
pronounced only for such deliveries, or the replacement values thereof, which have themselves
been fully paid.

IX. MATERIAL DEFECTS
(1) Specifications regarding Nature and Quality
The nature and quality of the product to be delivered by us is conclusively described by the
contents of our written or electronic tender documents and/or our catalogues, CDs or other data
carriers. In as far as nothing else has been agreed in writing, the usage as stipulated in our offer
shall constitute the only contents of the contract.

(2) Obligations of the Ordering Party pertaining to Inspection and the Notification of Deficiencies
The Ordering Party shall examine our products immediately upon receipt and it shall report
recognizable defects in writing within a period of two weeks after delivery. Defects which could
not be discovered by careful examination within this period shall be reported to us in writing
immediately, at the latest, however, within two weeks after their discovery. If the Ordering Party
abstains from the punctual notification of a defect, then our delivery shall be regarded as having
been executed as stipulated in the contract and as free of defects. 

(3) Insignificant Defects / Personal- or Third Party Negligence / Wear and Tear
No claims for defects can be asserted in case of an only insignificant deviation from the nature
and quality agreed, in case of only insignificant impairment of the usability, in case of natural
wear and tear, or of damages, which have occurred after the transfer of risk because of incorrect
or careless treatment, calcification, improper use, excessive use, unsuitable operating supplies,
unsatisfactory construction work, unsuitable building locations, chemical, electrochemical,
electronic or electrical influences or of other special external influences, particularly manipulation and vandalism, which are not presupposed according to contract, as well as of not reproducible software errors. If the Ordering Party or if third parties perform modifications or repair work improperly, then there can also be no claims for defects asserted for such and for the
consequences arising therefrom. Warranty claims shall be excluded, if the serial number of a
delivered device / component is illegible, or if plaques displaying dates, CE- or 
- certification seals or other safety - relevant markings have
been removed or destroyed. Parts which are to be restored or replaced due to wear and tear
shall be exempted from the scope of warranty claims.
The Ordering Party may not refuse the acceptance of deliveries because of insignificant defects.

(4) Liability for Material Defects
Our products shall, as we may select in our own discretion, be refurbished or delivered
subsequently free of charge by shipment of a replacement part or by replacement delivery of the
object of sale itself, if a material defect appears within the limitation period, provided that the
cause thereof was already on hand at the time of the transfer of risk, for which the Ordering
Party shall bear the burden of proof and demonstration. The removal of the defective part, as
well as the reinstallation of the replacement part delivered within the context of warranty, shall be incumbent upon the Ordering Party. All costs and expenditures arising in connection with the
removal and the reinstallation of replacement parts shall be borne by the Ordering Party.

(5) Warranty Period
Terminals and spare parts will be out of warranty after 12months. The statutory provisions relating to suspension of expiration of prescription, suspension or re-commencement of the timelimits shall remain unaffected.

(6) Exclusion of Warranty with Regard to Accessory Equipment Provided
If the Ordering Party provides accessory equipment for the product, or causes such to be
provided by third parties, then the Ordering Party shall be legally responsible and accountable
that these accessory parts provided are free of defects. We shall not be obliged to perform any
inspection of incoming goods. Our warranty and/or liability in respect of such accessory parts
provided shall be excluded.
(7) Exclusion of Rights of Recourse
The Ordering Party shall have a rights of recourse against us only in as far as the Ordering Party has not made any agreements with its buyer/client reaching beyond the statutory claims for defects, and/or there is no equal compensatory arrangement otherwise on hand.

(8) Return of Unsatisfactory Products
The Ordering Party shall, in as far as it has asserted claims against us with respect to warranty,
be obliged to either, as we may select in our own discretion, send the unsatisfactory products
back to us freight paid, or to have them ready for inspection and examination of defects at the
place of its branch office.

(9) Further Compensation of Damages
Article XI. (OTHER CLAIMS FOR COMPENSATION OF DAMAGES) shall govern the claims for compensation of damages. Further claims of the Ordering Party asserted against us and our vicarious agents because of a material defect, or other claims than those dealt with in this Article IX, shall be excluded.

X. DEFECTS OF TITLE, INDUSTRIAL PROPERTY RIGHTS, COPYRIGHTS

(1) Third-Party Industrial Property Rights
We shall, unless agreed otherwise, be obliged to provide the deliveries free of industrial property
rights and copyrights of third parties (hereinafter referred to as „IPR“) solely within Germany. If a third party asserts justified claims against the Ordering Party based on an infringement of an IPR with respect to the deliveries made by us and used in conformity with the contract, then we shall be liable to the Ordering Party within the time period stipulated in Art. IX no. 5 as follows:
a) We shall, as we may select in our own discretion and at our own expense, either acquire
the right to use the IPR with respect to the deliveries concerned, or modify the deliveries
so that they will no longer infringe the IPR, or replace them. If this is not possible for us
under commensurate conditions, then the Ordering Party shall be entitled to cancel the
contract or reduce the remuneration pursuant to the applicable statutory provisions.
b) Our obligation to pay damage compensation shall be governed in accordance with Art. XI
contained in these Terms and Conditions.
c) Our obligations as stipulated above shall only apply in as far as the Ordering Party
immediately notifies us in writing of any such claim asserted by the third party, does not
concede the existence of an infringement and leaves all protective measures and
settlement negotiations reserved for us. If the Ordering Party ceases the usage of the
delivery for reasons of reducing the damage or for other good reason, then it shall be
obliged to indicate to the third party that no acknowledgement of the alleged infringement
may be inferred from the fact that the usage has been discontinued.

(2) Responsibility of the Ordering Party
Claims of the Ordering Party shall be excluded in as far as he himself is responsible for the
infringement of the IPR.

(3) Other Exclusion Reasons
Claims of the Ordering Party shall furthermore be excluded in as far as the infringement of the
IPR is caused by special specifications of the Ordering Party, by a type of application which was
not foreseeable for us, or was caused by the fact that the delivery has been modified by the
Ordering Party or is being used together with products not provided by us.

(4) Other Defects of Title
The provisions of Art. IX shall apply mutatis mutandis if other defects of title are on hand.

(5) Exclusion of Further Claims
Any further or other claims of the Ordering Party against us or our vicarious agents exceeding
the claims provided for in this Art. X and in Art. IX for a defect of title shall be excluded.

XI. OTHER CLAIMS FOR COMPENSATION OF DAMAGES

(1) Exclusion of Liability
Any claims for compensation of damages and reimbursement of expenses of the Ordering Party,
regardless for which legal justification, particularly on cause of infringement of duties arising from contractual obligation, and from tort/wrongful acts, shall be excluded.

(2) Mandatory Liability
The above shall not apply in case of mandatory liability, in the case of intent, gross negligence, injury of life, body or health, or of breach of essential contractual duties. Claims for compensation of damages and reimbursement of expenses arising from a breach of essential contractual duties shall, however, be limited to the foreseeable damages normally covered by the contract, in as far as there is no intent or gross negligence on hand or a liability obligation on cause of injury of life, body or health. The above provision shall not imply a change in the burden of proof to the detriment of the Ordering Party.

(3) Limitation
To the extent that the Ordering Party is entitled to claims for compensation of damages
according to this Art. XI, these shall be time-barred upon the expiry of the limitation period
applicable to claims for material defects pursuant to Art. IX no. 5. 
XII. OBLIGATION REGARDING THE DISPOSAL OF ELECTRONIC EQUIPMENT
We are obliged to take back goods supplied to the customer once they have come to the end of
their life and to dispose of them in accordance with legal guidelines, at the customer's cost. All
costs incurred for dismantling, packaging and transportation of the machines back to our Head
Office in Kiev are the responsibility of the customer. If required by the customer, we are
willing to provide the customer with addresses of suitable waste disposal companies, so that if
the customer so wishes, he can make his own arrangements for disposing of his goods directly.

XIII. PRODUCT DETAILS

(1) Product Description in Printed Matter and Advertising
All contents contained in our tender documents and other printed matter as well as on data
carriers shall merely constitute a product description, in as far as such is not specifically
described as a guaranteed property, and does not imply a proposal for the conclusion of a
guarantee agreement. The same shall apply with regard to the contents of our advertising.

XIV. MISCELLANEOUS

(1) Withdrawal by the Ordering Party
The statutory right of rescission of the Ordering Party does not presuppose any fault or
negligence if there is a defect of the delivery on hand. The Ordering Party can only rescind the
contract in all other cases, if there is a breach of duty on hand for which we are responsible.

(2) Protection of Data Privacy
We herewith inform our Ordering Parties, that we shall process their personal data with the aid of EDP and shall pass it on for business purposes.

(3) Other Languages
The English version of these Terms and Conditions merely constitutes a reading version for
purposes of convenience. 

XV. PLACE OF PERFORMANCE AND PLACE OF VENUE / JURISDICTION, APPLICABLE
LAW

(1) Place of Performance
Place of performance for the mutual performances owed from the contract shall be Kyiv.

(2) Place of Venue / Jurisdiction
Nuremberg shall be the sole place of venue / jurisdiction for all disputes directly or indirectly
arising from the contractual relationship. We shall, however, also be authorized to lodge
complains at the business seat of the Ordering Party.
(3) Applicable Law
Exclusively the laws of Ukraine shall apply for the legal relationships
between us and the Ordering Party, under exclusion of the United Nations Convention on
Contracts for the International Sale of Goods (CISG).



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