Terms And Conditions

Unless Customer has another valid agreement with MOKUM - UP-SERVERS SPRL, the following terms and conditions will apply. MOKUM - UP-SERVERS SPRL's sale of Products and Support and MOKUM - UP-SERVERS SPRL's license of Software are governed by these MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service

1. Definitions

a) "Delivery" means standard MOKUM - UP-SERVERS SPRL shipping to and arrival at the receiving area at the "Ship To" address specified in Customer's order.

b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products or Support.

c) "License Fee" means the fee or fees designated by MOKUM - UP-SERVERS SPRL for Use of Software. Different License Fees may apply to particular Software if more than one Software License is available for that Software.

d) "Products" means hardware, Software, documentation, accessories, supplies, parts forth herein. Each Software License has a corresponding License Fee.

e) "Software" means one or more programs capable of operating on a controller, processor or other hardware Product ("Device") and related documentation. Software is either a separate Product, included with another Product ("Bundled Software"), or fixed in a Device and not removable in normal operation ("Firmware").

f) "Software License" means the Software license grant and general license terms set forth herein. Each Software License has a corresponding License Fee.

g) "Specifications" means specific technical information about MOKUM - UP-SERVERS SPRL Products which is published in MOKUM - UP-SERVERS SPRL or component supplier's Product manuals and technical data sheets in effect on the date MOKUM - UP-SERVERS SPRL ships Customer's order.

h) "Support" means hardware maintenance and repair; Software updates and maintenance; training; and other standard support services provided by MOKUM - UP-SERVERS SPRL. "Custom Support" means any agreed non-standard Support, including consulting and custom project services.

i) "Use" means storing, loading, installing, executing or displaying Software on a Device.

2. Prices

a) Prices are valid for the period quoted by MOKUM - UP-SERVERS SPRL or for the applicable purchase agreement ordering period, whichever expires first. Product prices for an order remain valid for thirty(30) days from the original order date unless otherwise quoted by MOKUM - UP-SERVERS SPRL. Change orders that extend Delivery beyond those validity periods become new orders at prices in effect when MOKUM - UP-SERVERS SPRL receives the change orders. Support prices, except for Custom and prepaid Support, may be changed by MOKUM - UP-SERVERS SPRL upon sixty(60) days written notice.

b) Prices are exclusive of, and Customer will pay, applicable sales, use, consumption, goods and service, value added or like taxes, unless Customer has provided MOKUM - UP-SERVERS SPRL with an appropriate exemption certificate for the Delivery jurisdiction.

3. Orders

a) All orders are subject to acceptance by MOKUM - UP-SERVERS SPRL. Product orders must specify Delivery within thirty(30) days from order date, unless otherwise agreed or quoted by MOKUM - UP-SERVERS SPRL.

b) Customer will specify Ship To addresses within the country where the order is placed, unless otherwise agreed.

4. Delivery

MOKUM - UP-SERVERS SPRL will make reasonable efforts to meet Customer's Delivery requirements. If MOKUM - UP-SERVERS SPRL is unable to meet Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

5. Shipment, risk of loss or damage, and title

MOKUM - UP-SERVERS SPRL will ship according to MOKUM - UP-SERVERS SPRL's standard commercial practice, and risk of loss or damage and title will pass from MOKUM - UP-SERVERS SPRL to Customer at the moment the product leaves MOKUM - UP-SERVERS SPRL's premises. Shipping and handling charges will be listed separately on MOKUM - UP-SERVERS SPRL's invoice when not included in the Product's purchase price. If Customer requested special packing or shipping instructions are agreed to by MOKUM - UP-SERVERS SPRL, charges will be billed separately to Customer, and risk of loss or damage and title will pass to Customer on delivery to Customer's carrier or designate. The decision to insure the shipment or not is at customer's discretion.

6. Installation and acceptance

a) Product installation information is available with Products, on quotations or upon request. Installation by MOKUM - UP-SERVERS SPRL, when included in the purchase price, is complete when the Product passes MOKUM - UP-SERVERS SPRL's standard installation and test procedures.

b) For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery to carrier. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by MOKUM - UP-SERVERS SPRL. If Customer schedules or delays installation by MOKUM - UP-SERVERS SPRL more than thirty(30) days after Delivery, Customer acceptance of the Product(s) will occur on the 31st day after Delivery.

7. Payment

a) Payment terms are subject to MOKUM - UP-SERVERS SPRL credit approval. Payment is due Cash On Delivery (COD) unless otherwise agreed. Invoices for contractual support services and maintenance will be issued in advance of the Support period. MOKUM - UP-SERVERS SPRL may change credit or payment terms at any time when, in MOKUM - UP-SERVERS SPRL's opinion, Customer's financial condition, previous payment record, or the nature of Customer's relationship with MOKUM - UP-SERVERS SPRL so warrants.

b) MOKUM - UP-SERVERS SPRL may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other MOKUM - UP-SERVERS SPRL agreement if, after ten(10) days written notice, the failure has not been cured.

8. Warranty

a) Product warranty period and additional information is available with Products, on quotations, or upon request.

b) Products purchased from MOKUM - UP-SERVERS SPRL will receive the standard warranty of one year, unless otherwise stated in our offer. If Customer moves such Products to another country where MOKUM - UP-SERVERS SPRL has Support presence, then Customer will receive the destination country standard warranty.

c) Customer may receive a different warranty when the Product is purchased as part of a system. MOKUM - UP-SERVERS SPRL reserves the right to change the warranty. Such changes will affect only new orders.

d) The warranty period begins on the date of Delivery, or the date of installation if installed by MOKUM - UP-SERVERS SPRL. If Customer schedules or delays installation by MOKUM - UP-SERVERS SPRL more than thirty(30) days after Delivery, the warranty period begins on the 31st day after Delivery.

e) If Customer transfers a Product to another user, warranty service is available to that user for the remainder of the warranty period.

f) MOKUM - UP-SERVERS SPRL warrants MOKUM - UP-SERVERS SPRL hardware Products against defects in materials and workmanship. MOKUM - UP-SERVERS SPRL further warrants that MOKUM - UP-SERVERS SPRL hardware Products conform to Specifications, in full accordance with the manufacturer's warranties.

g) MOKUM - UP-SERVERS SPRL warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the Devices designated by MOKUM - UP-SERVERS SPRL. MOKUM - UP-SERVERS SPRL further warrants that MOKUM - UP-SERVERS SPRL owned standard Software will substantially conform to Specifications. MOKUM - UP-SERVERS SPRL does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.

h) MOKUM - UP-SERVERS SPRL does not warrant that the operation of Products will be uninterrupted or error free.

i) If MOKUM - UP-SERVERS SPRL receives notice of defects or non-conformance to hardware Specifications, or substantial non-conformance to MOKUM - UP-SERVERS SPRL owned standard Software Specifications during the warranty period, MOKUM - UP-SERVERS SPRL will, at its option, repair or replace the affected Products. If MOKUM - UP-SERVERS SPRL is unable, within a reasonable time, to repair, replace or correct a defect or non-conformance in a Product to a condition as warranted, Customer will be entitled to a refund of the purchase price upon prompt return of the Product to MOKUM - UP-SERVERS SPRL. Customer will pay expenses for return of such Products to MOKUM - UP-SERVERS SPRL. MOKUM - UP-SERVERS SPRL will pay expenses for shipment of repaired or replacement Products.

j) MOKUM - UP-SERVERS SPRL warrants that MOKUM - UP-SERVERS SPRL Support will be provided in a professional and workmanlike manner. Some newly manufactured MOKUM - UP-SERVERS SPRL Products may contain and MOKUM - UP-SERVERS SPRL Support may use remanufactured parts which are equivalent to new in performance.

k) The warranties provided herein will apply only to those Products and Support which are branded by MOKUM - UP-SERVERS SPRL with an MOKUM - UP-SERVERS SPRL trademark ("MOKUM - UP-SERVERS SPRL Branded"). MOKUM - UP-SERVERS SPRL does not warrant any third party Products or Support even if included with other MOKUM - UP-SERVERS SPRL Branded Products or Support. Furthermore, MOKUM - UP-SERVERS SPRL provides all such third party Products and Support AS IS. However, the original manufacturers or suppliers may provide their own warranties as specified in the documentation accompanying such third party Products and Support.

l) The above warranties do not apply to defects resulting from:

1) improper or inadequate maintenance by Customer;

2) Customer or third party supplied software, interfacing or supplies;

3) unauthorized modification;

4) improper use or operation outside of the Specifications for the Product;

5) abuse, negligence, accident, loss or damage in transit;

6) improper site preparation; or

7) unauthorized maintenance or repair.

m) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, MOKUM - UP-SERVERS SPRL SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

9. Support

a) Customer may order Support from MOKUM - UP-SERVERS SPRL's then current Support offering. Some Support (and related Products) may not be available outside Belgium . Orders for Support are subject to the terms of the Support Exhibit or quotation in effect on the date of order.

b) To be eligible for Support, Products sold by MOKUM - UP-SERVERS SPRL must be at current specified revision levels and, in MOKUM - UP-SERVERS SPRL's reasonable opinion, in good operating condition.

c) MOKUM - UP-SERVERS SPRL may, at no additional charge, modify Products to improve operation, supportability and reliability, or to meet legal requirements.

d) Relocation of Products is Customer's responsibility. Relocation may result in additional Support charges and modified service response times. Support of Products moved to another country is subject to availability.

e) MOKUM - UP-SERVERS SPRL will provide Support for products that are not MOKUM - UP-SERVERS SPRL Branded when approved by MOKUM - UP-SERVERS SPRL in writing. MOKUM - UP-SERVERS SPRL will provide Support for MOKUM - UP-SERVERS SPRL Products when Customer allows MOKUM - UP-SERVERS SPRL to perform modifications if requested by MOKUM - UP-SERVERS SPRL under Section 9. c) above. Customer is responsible for removing any products not eligible for Support to allow MOKUM - UP-SERVERS SPRL to perform Support services. If Support services are made more difficult because of such product(s), MOKUM - UP-SERVERS SPRL will charge Customer for the extra work at MOKUM - UP-SERVERS SPRL's standard rates.

f) Support does not cover any damage or failure caused by:

1) use of non-MOKUM - UP-SERVERS SPRL media, supplies and other products; or

2) site conditions that do not conform to MOKUM - UP-SERVERS SPRL's site specifications; or

3) neglect, improper use, fire or water damage, electrical disturbances, transportation by Customer, work or modification by people other than MOKUM - UP-SERVERS SPRL employees or subcontractors, or other causes beyond MOKUM - UP-SERVERS SPRL's control; or

4) inability of any non-MOKUM - UP-SERVERS SPRL products in Customer's environment to correctly process, provide or receive date data (i.e., representations for month, day, and year), and to properly exchange date data with the Products supplied by MOKUM - UP-SERVERS SPRL.

g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when MOKUM - UP-SERVERS SPRL provides Support services at Customer's site. Customer will notify MOKUM - UP-SERVERS SPRL if Products are being used in an environment which poses a potential health or safety hazard to MOKUM - UP-SERVERS SPRL employees or subcontractors; MOKUM - UP-SERVERS SPRL may require Customer to maintain such Products under MOKUM - UP-SERVERS SPRL supervision and may postpone service until such hazard is remedied.

h) Customer may delete Products under Support or cancel Support orders upon thirty(30) days written notice unless otherwise agreed in a Support agreement. MOKUM - UP-SERVERS SPRL may cancel Support orders or delete Products no longer included in MOKUM - UP-SERVERS SPRL's Support offering upon thirty(30) days written notice unless otherwise agreed in a Support agreement.

10. Licenses

a) In return for the License Fee, MOKUM - UP-SERVERS SPRL grants Customer a non-exclusive license to Use the object code version of the Software listed in Customer's order in conformance with:

1) the terms set forth herein; and

2) Use restrictions and authorizations for the Software specified by MOKUM - UP-SERVERS SPRL in its quotation, invoice or terms that accompany the Software; and

3) MOKUM - UP-SERVERS SPRL's third party suppliers' terms that accompany the Software.

In the event of a conflict, the third party suppliers' terms that accompany the Software will take precedence over the Use restrictions and authorizations specified by MOKUM - UP-SERVERS SPRL and the terms set forth herein, and the Use restrictions and authorizations specified by MOKUM - UP-SERVERS SPRL will take precedence over the terms set forth herein.

b) Unless otherwise specified, in return for the applicable License Fee, MOKUM - UP-SERVERS SPRL grants Customer a license to Use one copy of the Software on one Device at any one time.

c) Unless otherwise specified, all Software Licenses will be perpetual unless terminated or transferred in accordance with Section 10. k).

d) If Customer is an MOKUM - UP-SERVERS SPRL authorized reseller, Customer may sublicense the Software to an end-user for its Use or (if applicable) sublicense the Software to an MOKUM - UP-SERVERS SPRL authorized reseller for subsequent distribution to an end-user for its Use. These sublicenses must incorporate the terms of this Software License in a written sublicense agreement, which will be made available to MOKUM - UP-SERVERS SPRL upon request. If Customer is not a MOKUM - UP-SERVERS SPRL authorized reseller, Customer may not sublicense the Software unless otherwise agreed to by MOKUM - UP-SERVERS SPRL in writing.

e) Software is owned and copyrighted by MOKUM - UP-SERVERS SPRL or by third party suppliers. Customer's Software License confers no title or ownership and is not a sale of any rights in the Software. Third party suppliers may protect their rights in the Software in the event of any infringement.

f) Unless otherwise permitted by MOKUM - UP-SERVERS SPRL, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software on a backup Device, provided that copies and adaptations are used in no other manner and provided further that the Use on the backup Device is discontinued when the original or replacement Device becomes operable.

g) Customer must reproduce all copyright notices in or on the original Software on all permitted copies or adaptations. Customer may not copy the Software onto any public or distributed network.

h) Bundled Software or Firmware provided to Customer may only be used when operating the associated Device in configurations as sold or subsequently upgraded by MOKUM - UP-SERVERS SPRL. Customer may transfer Firmware only upon transfer of the associated Device.

i) Updates, upgrades or other enhancements are available under MOKUM - UP-SERVERS SPRL Support agreements. MOKUM - UP-SERVERS SPRL reserves the right to require additional licenses and fees for Use of the Software on upgraded Devices.

j) Customer will not modify, disassemble or decompile the Software without MOKUM - UP-SERVERS SPRL's prior written consent. Where Customer has other rights under statute, Customer will provide MOKUM - UP-SERVERS SPRL with reasonably detailed information regarding any intended disassembly or decompilation. Customer will not decrypt the Software unless necessary for legitimate use of the Software.

k) Customer's Software License is transferable subject to MOKUM - UP-SERVERS SPRL's prior written authorization and payment to MOKUM - UP-SERVERS SPRL of any applicable fee(s). Upon transfer of the Software License, Customer will immediately deliver all copies of the Software to the transferee. The transferee must agree in writing to the terms of Customer's Software License. All Software License terms will be binding on involuntary transferees, notice of which is hereby given. Customer's Software License will automatically terminate upon transfer.

l) MOKUM - UP-SERVERS SPRL may terminate Customer's or any transferee's or sublicensee's Software License upon notice for failure to comply with any applicable Software License terms. Immediately upon termination, the Software and all copies of the Software will be destroyed or returned to MOKUM - UP-SERVERS SPRL. Copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's or transferee's or sublicensee's database, will be removed and destroyed or returned to MOKUM - UP-SERVERS SPRL. With MOKUM - UP-SERVERS SPRL's written consent, one copy of the Software may be retained subsequent to termination for archival purposes.

11. Intellectual property rights

a) MOKUM - UP-SERVERS SPRL will defend or settle any claim against Customer, (or third parties to whom Customer is authorized by MOKUM - UP-SERVERS SPRL to resell or sublicense), that MOKUM - UP-SERVERS SPRL Branded Products or Support (excluding Custom Products and Custom Support), delivered under these MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service infringe a patent, utility model, industrial design, copyright, trade secret, mask work or trademark in the country where Products are used, sold or receive Support, provided Customer:

1) promptly notifies MOKUM - UP-SERVERS SPRL in writing; and

2) cooperates with MOKUM - UP-SERVERS SPRL in, and grants MOKUM - UP-SERVERS SPRL sole control of the defense or settlement.

b) MOKUM - UP-SERVERS SPRL will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, MOKUM - UP-SERVERS SPRL may modify the Product, procure any necessary license, or replace it. If MOKUM - UP-SERVERS SPRL determines that none of these alternatives is reasonably available, MOKUM - UP-SERVERS SPRL will refund Customer's purchase price upon return of the Product if within one year of Delivery, or the Product's net book value thereafter.

c) MOKUM - UP-SERVERS SPRL has no obligation for any claim of infringement arising from:

1) MOKUM - UP-SERVERS SPRL's compliance with Customer's designs, specifications or instructions;

2) MOKUM - UP-SERVERS SPRL's use of technical information or technology provided by Customer;

3) Product modifications by Customer or a third party;

4) Product use prohibited by Specifications or related application notes; or

5) Product use with products that are not MOKUM - UP-SERVERS SPRL Branded.

d) These terms state MOKUM - UP-SERVERS SPRL's entire liability for claims of intellectual property infringement.

12. Limitation of liability and remedies

a) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Customer is solely liable if Products or Support purchased by Customer are used for these applications. Customer will indemnify and hold MOKUM - UP-SERVERS SPRL harmless from all loss, damage, expense or liability in connection with such use.

b) To the extent MOKUM - UP-SERVERS SPRL is held legally liable to Customer, MOKUM - UP-SERVERS SPRL's total liability is limited to: payments described in Sections 8. i) and 11. b) above; damages for bodily injury; direct damages to tangible property up to a limit of € 50,000; other direct damages for any claim based on a material breach of Support services, up to a maximum of 12 months of the related Support charges paid by Customer during the period of material breach; and other direct damages for any claim based on a material breach of any other term of these MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service, up to a limit of €50,000 or the amount paid to MOKUM - UP-SERVERS SPRL for the associated Product, whichever is less.

c) Notwithstanding Section 12. b) above, in no event will MOKUM - UP-SERVERS SPRL or its affiliates, subcontractors or suppliers be liable for any of the following: incidental, special or consequential damages (including downtime costs or lost profits, but excluding payments described in Section 11 above and damages for bodily injury); damages relating to Customer's procurement of substitute products or services (i.e., "cost of cover"); or damages for loss of data, or software restoration.

d) THE REMEDIES IN THESE MOKUM - UP-SERVERS SPRL TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

13. General

a) The Parties hereby agree that they may do business electronically, including contract formation, order placement and acceptance. Any orders placed by Customer and accepted by MOKUM - UP-SERVERS SPRL on any MOKUM - UP-SERVERS SPRL.be website or MOKUM - UP-SERVERS SPRL/Customer extranet site will create fully enforceable obligations that will be subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be

1) business records originated and maintained in documentary form,

2) a “writing” or “in writing,”

3) “signed” and

4) an “original” when printed from electronic files or records established and maintained in the normal course of business.

The Parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. In addition, the Parties agree that transactions may be conducted through Electronic Data Interchange or other electronic methods, as agreed by the Parties. Customer and MOKUM - UP-SERVERS SPRL will adopt commercially reasonable security measures to limit access to passwords and to limit access to the sites to authorized persons. Each party will be responsible for any unauthorized use of the sites or issuance of messages caused by the failure of its security measures.

b) MOKUM - UP-SERVERS SPRL will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.

c) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.

d) Customer may not assign any rights or obligations hereunder without prior written consent from MOKUM - UP-SERVERS SPRL.

e) Customer who exports, re-exports or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorizations. MOKUM - UP-SERVERS SPRL may suspend performance if Customer is in violation of applicable regulations.

f) Disputes arising in connection with these MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service will be governed by the laws of Belgium .

g) Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.

h) If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect.

i) Customer will not register or use any internet domain name which contains MOKUM - UP-SERVERS SPRL's trademarks (e.g. “MOKUM - UP-SERVERS SPRL”, UP-Servers or “UP”) in whole or in part or any other name which is confusingly similar thereto.

j) These MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service and any Exhibits constitute the entire agreement between MOKUM - UP-SERVERS SPRL and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase or license of Products and Support will constitute Customer's acceptance of these MOKUM - UP-SERVERS SPRL Terms and Conditions of Sale and Service, which may not be changed except by an amendment signed by an authorized representative of each party.