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6.E. - Page 199 of 272 <br />Lteverciti <br />to the extent these occur in or result from Customers sphere <br />of influence;ln the case of local servers: Providing suitable <br />server rooms and access to the server rooms as well as <br />system access if and to the extent required for the operation <br />and remote maintenance of the parking management <br />solution. <br />(3) In case of non-compliance with the agreed obligations Cleverciti <br />shall not be in default with providing its Services form the time of breach <br />until remedy of such breach. Cleverciti shall be entitled to determine a <br />reasonable time period for performance. <br />§ 8 Delivery and Force Majeure <br />(1) Cleverciti has the right to deliver the Hardware immediately after <br />Customers order Ex Works in Neukirch am Bodensee. In this case <br />Cleverciti will obtain reasonable insurance coverage for the Hardware for <br />the time the Hardware remains in Cleverciti's warehouse. <br />(2) If and as long as Cleverciti is not able to provide its Services due to <br />an unforeseeable extraordinary event which Cleverciti could not have <br />averted using due diligence, including natural disasters, extraordinary <br />weather conditions, lightning, fires, explosion, pandemic, disruption and <br />interruption of energy supply or transmission networks for <br />communication, sabotage and vandalism, delivery and service <br />interruptions due to official orders, regulations or applicable law, acts of <br />terror or other cases of force majeure, the agreed delivery periods shall <br />be extended for the time period of the force majeure reason as well as a <br />reasonable start-up time after the force majeure reason has ceased to <br />exist. If this renders it impossible for Cleverciti to provide the Services, <br />Cleverciti shall be released from its contractual obligations. <br />§ 9 Inspections and Acceptance <br />(1) Customer is obliged to inspect the Hardware for defects <br />immediately upon receipt and to report any defects that are discernible <br />upon inspection to Cleverciti without undue delay, at the latest within 7 <br />business days as of receipt of the Hardware. In case of Hardware defects <br />which are not discernible upon inspection, Customer shall notify <br />Cleverciti in writing (e-mail being sufficient) without undue delay, at the <br />latest 7 business days, after detection. Customer shall be barred from <br />claiming warranty rights if and to the extent Customer has not complied <br />with its investigation and notification obligation under this § 9 (1). <br />(2) Services shall only be considered as services under contracts for <br />works if Cleverciti owes a specific result which is specified in more detail <br />in the Offer. Such services under contracts for works include system set- <br />up and installation services, if and to the extent such services have been <br />agreed in the Offer. Customer shall accept in accordance with this <br />Agreement any set-up and installation services separately and <br />independently from Cleverciti's other deliveries and services after <br />Cleverciti has completed these services and provided them to Customer <br />for acceptance. <br />(a) Cleverciti shall give Customer written notice at least 3 <br />business days in advance that Cleverciti will provide the services <br />for Customers acceptance. <br />(b) Customer and Cleverciti shall jointly test if the work result <br />complies with the requirements agreed in the Offer. If this is the <br />case, Customer shall declare acceptance. If this is not the case, <br />Cleverciti shall remedy any material defects and provide the work <br />result for renewed acceptance. <br />(c) Customer shall not be entitled to refuse acceptance based on <br />non -material defects. In particular, Customer shall not be entitled <br />to refuse acceptance due to defects which do not prevent the basis <br />functionality of the Services (e.g. occupancy detection of single <br />parking spaces and visualization of results in the <br />ClevercitiCockpit). <br />(d) The work result shall be deemed accepted if Customer has <br />not conducted acceptance proceedings within a reasonable time <br />period set by Cleverciti, or if Customer has not refused acceptance <br />of the work result upon expiration of such time period by notifying <br />at least one material defect. <br />(e) In the event the set-up has been completed for more than 50 <br />% of the parking spaces or for more than 50 % of the <br />ClevercitiCards agreed in the Offer, the Customer shall declare <br />partial acceptance of the completed part in accordance. The <br />provisions in this § 9 shall apply accordingly in relation to partial <br />acceptance. Upon partial acceptance, the Annual Services Fee shall <br />be due on a pro rata basis, <br />§ 10 Warranties <br />(1) In relation to the Hardware and the Application, and if and to the <br />extent any Services qualify as services under contracts for works (if any), <br />the following provisions shall apply regarding Customers rights and <br />claims concerning defects in material and title ("Defects'). <br />(2) Cleverciti will provide Hardware, Applications and Services (only if <br />and to the extent any Services qualify as works within the aforesaid <br />meaning) conforming in all material aspects to the description in the <br />Product Specifications and the respective Offer. <br />(3) Cleverciti shall cure Defects upon Customers request at Cleverciti's <br />discretion remedying the Defect, replacing the Hardware or delivering the <br />Services anew without Defects. <br />(4) In the case of a replacement of defective Hardware, Cleverciti is <br />not obliged to de -install the defective Hardware or install the replacing <br />Hardware. As regards Defects of the Application or the standard interface <br />to the software backend provided by Cleverciti to Customer (Rest -API), <br />Cleverciti shall be entitled to temporarily show Customer possibilities to <br />work around errors and only cure the Defect by later delivering the next <br />update generally released by Cleverciti, provided the Customer can <br />reasonably be expected to accept this. If Cleverciti makes use of this <br />right this shall be taken into account when determining the <br />appropriateness of the curing period. <br />(5) Customer shall comply with any instructions with regard to curing <br />Defects issued by Cleverciti via telephone, in writing or electronically. <br />(6) Cleverciti shall have the right to make two attempts to remedy the <br />Defect within reasonable remedy periods in each case. In case <br />Cleverciti's efforts to remedy the Defect should fail after the second <br />attempt, Customer shall have the right to proportionally rebate the fees <br />paid or payable for such line items of the Offer which are defective or, <br />following a final warning, to rescind from such line items of the Offer <br />which are defective. If Cleverciti has not performed the Services in <br />accordance with the Agreement, Customer may not withdraw from the <br />Agreement if the breach is immaterial. If Cleverciti has effected partial <br />performance, Customer may only withdraw from the entire Agreement if <br />Customer has no interest in the partial performance. <br />General Terms and Conditions for the Sale of Hardware and the Provision of Parking Management Services Page 3 of 4 192 <br />353 <br />