CONCESSION OF THE RIGHT Of USER OF SOFTWARE PACKAGE GACES - GENERAL CONDITIONS

ARTICLE 1: OBJECT OF THE CONTRACT

This contract has the aim of specifying the conditions to which the owner concedes with the Recipient the right of user of the software package concerned defined below, article 2 and from now on named in the text the software package.

ARTICLE 2: VERSION, MODULES, OPTIONS AND PROGRAMS

The software package is made up in theory of the modules and options selected by the Recipient.

ARTICLE 3: SITE AND USE

The software package defined in article 2 will be installed on the material available to the Recipient on the site which it will have indicated as a preliminary.
The concession of the right of user is made in order to exclusively satisfy the clean needs for the Recipient.

ARTICLE 4: REPRODUCTION

The Recipient avoids carrying out the clothes industry of any copy of the software package, his reproduction or his adaptation which they are total or partial.
By exception, with the prohibition of reproduction specified above, the Recipient is authorized to carry out two copies of the software package exclusively at ends of safety.

ARTICLE 5: SERVICES ASSOCIEES A The TRANSFER

The transfer of the right of user is accompanied by:
- supply of the user's manual
The present transfer does not include in particular:
- the installation of the programs on the machine of the Recipient for the site
defined in article 3
- formation
- the installation of the buildings
- various supplies (paper, magnetic media, etc...)
- travelling expenses
- the constitution initial of the tables, permanent files and taken again writings or of balance that this one manual or is automated starting from preexistent supports.
- Generally, all work, supplies or services not explicitly mentioned in this contract.

ARTICLE 6: NECESSARY DATA-PROCESSING RESOURCES

With the installation date of the software package, the Recipient must have integrated on his site the software or devices manufacturers.
The owner could not be held responsible for a delay due to the unavailability of the personnel of the Recipient.

ARTICLE 7: PARTICIPATION OF THE BENEFICIAIRE

7.1. Appointment of an interlocutor
The Recipient designates an interlocutor corresponding with the owner.
The interlocutor:
- will aim at the sheets of receipt
- the data processing specialist of its choice will join which will intervene on the data and parameters and will assume the needs for the current exploitation.

7.2. Provision of the data-processing resources
For the installation of the software package, the Recipient will make available to the owner a working station and the data-processing resources necessary to the loading of the programs.

ARTICLE 8: INSTALLATION AND RECEPTION

The provision of the software package is marked by various events which follow upon the signature.

8.1. Installation
The installation of the software package on the site consists in charging the corresponding programs on the machine designed to receive them. The installation is the subject of a common official report. Without remarks or reserves noted with the official report or meant by the Recipient with the owner within one week after the loading of the programs, the installation is marked of office and definitively.

8.2. Reception
The reception marks the one two months period time which run as from the installation date of the software package.
The purpose of this period known as of checking of regular service is to allow the Recipient using the test decks which it constituted, to check that the software package is in conformity with documentation.
In the absence of complaint within two month planned for the probation period, the Recipient will be considered to have the software package in conformity with documentation and the reception will be in automatically acquired consequence.

ARTICLE 9: GUARANTEE

9.1. As from the installation of the software package and for one twelve months period, the owner guarantees the Recipient against the supervening of incidents of operation due to characterized defects of the software package, and
for this reason commit yourself curing free the defects highlighted and recognized jointly.

9.2. If the request for control is justified by an incident which cannot be charged to a defect of the software package in its version delivered by the owner, this one will invoice the time passed through its personnel to regulate the aforementioned incident, on the basis of its tariff in force at the date of the service, and moreover the possible travelling expenses of the personnel thus mobilized.

ARTICLE 10: RESPONSIBILITY

The owner assumes a responsibility related to an engagement for means and not for results.
The responsibility for the owner is in consequence expressly limited to the delivery of a software package in conformity with the specifications published in commercial documentation.
The Recipient assumes consequently all the responsibilities other than those for conformity of the product to the specifications and in particular those which concern:
- adequacy of the software package to its needs
- exploitation of the software package
- the qualification and the competence of its personnel
The Recipient expressly admits having received from the owner all necessary information allowing him to appreciate the adequacy of the software package to his needs.
The owner will not be to in no case responsible for the direct or indirect damage or the damage which would result from unforeseeable circumstances or for damage which would result from particular circumstances even if it were informed of the possibility of such damage.
It is up to the Recipient to be secured, by all the means with its suitability, of the risks which could be incurred in the event of loss, destruction, or any other damage occurring with documents or supports.
The owner will not be held to pour an unspecified allowance with the Recipient in compensation of the direct or indirect damage which could be supported by him because of a defective execution of the services and in particular of the possible use by the Recipient of incomplete or inaccurate results or of the loss of data-processing supports or documents entrusted to the owner for the execution of his services.
The responsibility for the owner could not be required in the event of impossibility of carrying out under the conditions of the contract the services envisaged, if this impossibility results from an event independent of its will and in particular:
- in the event of cause beyond control (for example: set fire to, strike, etc...)
- failure of a subcontractor approved by the Recipient

ARTICLE 11: PROPERTY

The concession of the right of use of the software package involves transfer neither of the patrimonial rights nor of the moral rights, the owner preserving the property of the software package like all the rights y related.
Consequently, the Recipient prohibits any transfer, with some title that it is, of magnetic media, programs or other documents concerning the software package.
In the same way, except authorization express of the owner, the Recipient formally avoids putting the software package and its documentation at the disposal of third and begins to take all measurements necessary so that its personnel respects this obligation.

ARTICLE 12: FINANCIAL CONDITIONS

12.1. Delivery price
The transfer of the right of user of the software package, for the whole of the modules and options which constitute it, is authorized for the given flat-rate amount at the time of the realization of the offer.
This amount is fixed with the VAT at the rate in force at the day of the invoicing.

12.2. Terms of payment
Price HTVA of the transfer is payable including all taxes at the installation date.

12.3 Delay of payment
The invoice is payable at 15 days goes back to invoice.Any sum not paid in the 15 days of its current liability will be automatically raised legal interest.

12.4. Maintenance contract
The transfer of the right of user of the software package is accompanied obligatorily by a maintenance contract.

ARTICLE 13: PROFESSIONAL SECRECY

All the collaborators of the owner are held with the absolute confidentiality on all information to which they would have access, within the framework of their intervention at the Recipient with the title of this contract.
The owner commits himself taking all measurements for the respect of these provisions by all his collaborators.

ARTICLE 14: ATTRIBUTION OF COMPETENCE

The Commercial court of Luxembourg is declared qualified for any legal procedure.