1. Scope

1.1 The supply of software by companies of the SICK group (hereinafter referred to as “Supplier”) shall be subject to the General Terms of Delivery (hereinafter referred to as “ALB”) either of Factory Automation (ALB-FA) or Process Automation (ALB-PA) – depending upon the respective scope – along with these General Terms and Conditions for Software Supplies (status: March 01, 2006).

1.2 To the extent these terms and conditions affect any provision they shall be applied paramount to the ALB.

1.3 If the software is delivered along with hardware these conditions shall not be applied to the hardware. Hardware shall be exclusively subject to the ALB.

2. Usage Rights

2.1 Principally, Supplier grants to Purchaser a non-exclusive right to use the software.

2.2 Unless otherwise provided for the following shall apply:

• the software with the according performance characteristics is supplied solely for the use on the hardware delivered along with the software;
• in cases where software is supplied solely, such software may be operated on one single system only.

2.3 The software is delivered in machine readable form only (object code).

2.4 Apart from cases subject to § 69e German Copyright Act (Urheberrechtsgesetz – Dekompilierung) the Purchaser shall not be entitled to change, re-develop, translate nor disintegrate parts of the software. The Purchaser shall not be entitled to remove alpha-numeric, nor any other codes from the data carrier.

2.5 Purchaser shall be entitled to duplicate the software program, provided such duplication is required subject to the contractual provisions stipulated in connection with the software usage and purchase. Required duplication within the sense of sentence 1 include in particular program installation from the original data carrier to the mass storage of the applied hardware as well as loading the program on the main storage. Moreover, the user shall be entitled to duplicate the program for back up purposes. Yet, only one single back up copy is permitted. Purchaser shall not be entitled to duplicate further copies.

2.6 In case of free of charge software which is included in the hardware package or software which is available as a free of charge download on the internet (freeware) which is required for the operation of the Supplier’s sensor and control system products duplication is not restricted. Such software may be duplicated unrestrictedly for the purpose of operating sensor and control system products within the company of Purchaser.

2.7 Supplier grants to Purchaser the right to transfer the granted usage right to third parties, provided such third party consents to hold good the usage rights. The third party shall not be entitled to any rights beyond the usage rights granted to Purchaser according to this contract. Moreover, the third party shall be bound to the contractual duties stipulated within the software delivery contract. Purchaser shall transfer the complete software including all accomplished copies and shall not be entitled to retain any copies.

2.8 Purchaser shall not be entitled to grant sub-licenses of the software.

2.9 To the extent that Purchaser is supplied with software the authorship of which is held by a third party, Supplier shall not grant any usage rights beyond those granted to Supplier by the third party.

3. Company License

Notwithstanding and paramount to sec. 2 the following provision
applies to explicitly granted company licenses: If Purchaser is granted a company license by Supplier, that means that such company license entitles Purchaser to run the software on several devices or on several workstations simultaneously and to duplicate the software for such purpose. In case the company license does not explicitly determine the number of devices, i.e. workstations then the usage within Purchaser’s company is not restricted in terms of numbers. Yet, the aforesaid does not apply to the usage of devices and workstations within affiliates companies. As for affiliated companies additional licenses need to be purchased. Purchaser shall further be entitled to apply the software within a network or other multi-station computer systems.

4. Runtime-License

4.1 Purchaser shall be entitled to generate application-specific, runcapable software with the software product and to transfer such software (runtime license).

4.2 In case of transferring such software, Purchaser shall pay in addition to the purchase price a runtime license fee per each computer on which the software is installed.

4.3 Before transferring such software Purchaser shall apply for a license number for the runtime license at Supplier. Supplier shall provide such number upon the payment receipt of the runtime license fee without delay. When transferring the generated software Purchaser shall convey the usage conditions to its customers.

5. Transfer of Risk

In addition to the provision within the ALB the following shall apply: when transferring software by way of electronic communication media (e.g. via Internet) the risk shall pass as soon as the software leaves Supplier’s sphere of influence (e.g. when downloading).

6. Defect of Quality

In addition to the provision within the ALB the following shall apply:

6.1 Defects as to the quality of the software are deemed as such only if Purchaser proves and reproduces deviations from the specification. A quality defect does not exist if it does not occur in the version last provided to Purchaser and if the usage of the software is just and reasonable.

6.2 Claims for quality defects do not exist in case of only insubstantial deviations from the agreed quality, in case of only insubstantial deviation from the usage and/or in case of consequences due to modifications accomplished by Purchaser or third parties and that the software is compatible to the data processing environment applied by Purchaser.

6.3 The remedy is accomplished by removing the defect of the software as follows: Supplier provides a substitute in the form of an updated version or a new version (upgrade) of the software, to the extent available at Supplier, or reasonably obtainable. If Supplier has granted to Purchaser a multiple license Purchaser shall be entitled to duplicate the substitute to the extent granted with the original software version. A data carrier delivered with defects shall be substituted by a data carrier free of defects.

6.4 As for software with material or legal defects a warranty period of 12 months following the transfer of risk shall be granted.

7. License Term

Unless otherwise provided for the granting of the usage right is bound to a single payment and shall principally remain effective for an indefinite period.

as at: 04.2006