As of July 2008

1) Extent of validity, subsidiary agreements
1. To all business of the company "Mega Mobiles GmbH", exclusively the following terms and conditions shall apply. We hereby expressly object to any deviating, contradicting or supplementary general terms and conditions of the customer. Such terms and conditions shall not become parts of the contract even if they have come to our knowledge, unless we expressly agree to their applicability in writing.
2. Ancillary verbal agreements shall be deemed as not made unless they have been confirmed in writing by the company "Mega Mobiles GmbH". Any declaration of intent made towards the company " Mega Mobiles GmbH " must be made in writing or by fax unless stipulated otherwise in these general terms and conditions or in another written agreement.
3. Both consumers and contractors shall be customers/purchasers within the meaning of these terms and conditions. Consumers within the meaning of these terms and conditions shall be individuals with whom we enter into a business relationship and who do not perform commercial or self-employed occupational activity. A contractor within the meaning of these terms and conditions shall be an individual, a legal entity or a partnership with legal capacity with which we enter into a business relationship and who act in the exercise of commercial or self-employed occupational activity.
4. To contractors, these terms and conditions shall apply even in the event that they are not expressly pointed out to them.

2) Conclusion of contract, Ríght of objection, Right of withdrawal
1. Any offer made in the name and / or on behalf of the company " Mega Mobiles GmbH " shall be non-binding and subject to change without notice as well to technical modification and alteration in form, colour and / or weight within the bounds of reasonability.
2. On placing an order, the customer makes a binding offer for the conclusion of a contract. This offer may be accepted by the company " Mega Mobiles GmbH " within two weeks. Contract conclusions, terms of delivery and orders with the company " Mega Mobiles GmbH " as well as business negotiated by representatives and authorised agents of the company " Mega Mobiles GmbH " do not become binding until a written order confirmation has been forwarded by the company " Mega Mobiles GmbH ".
3. Customers who are not consumers must submit any objection to a written order confirmation by the company " Mega Mobiles GmbH " within 48 hours after receipt either in writing or by fax. To meet this time limit, posting in due time shall be sufficient.
4. If the customer is a consumer, he shall be entitled to revoke his declaration of intent directed at the conclusion of a contract within 2 weeks following conclusion of the contract. The revocation need not be substantiated and shall be made in text form or, as far as the goods have already been received, by return consignment of the goods (paragraph 7 section 2) to the company " Mega Mobiles GmbH "; to meet this time limit, posting in due time shall be sufficient.

3) Delivery period, product change
1. Any statement concerning periods of delivery are based on information provided by suppliers or manufacturers of the company " Mega Mobiles GmbH " and are non-binding. The company " Mega Mobiles GmbH " does not assume any procurement risk.
2. The company " Mega Mobiles GmbH " shall be entitled to withdraw from the contract, as far as it does not receive a delivery item despite prior conclusion of a corresponding purchasing agreement with the supplier. This only applies to cases in which the company " Mega Mobiles GmbH " is not responsible for non-delivery, in particular if a congruent hedging transaction has been concluded with the supplier.
3. Potential unforeseeable events such as operational disturbance, industrial conflict, military conflict or comparable circumstances – including such events at suppliers and manufacturers of the company " Mega Mobiles GmbH " – that adversely affect delivery of goods or prices agreed, shall release the company " Mega Mobiles GmbH " from any delivery commitment and entitle it to withdraw from the contract. In these cases, the customer shall be notified of the service's non-availability without delay. Return services shall likewise be reimbursed without delay.
4. In the event of product change to ordered goods, the company " Mega Mobiles GmbH " shall be entitled to withdraw from the contract unless it was aware of the product change at the time of contract conclusion with the purchaser.
5. Within the bounds of reasonability, the company " Mega Mobiles GmbH " reserves the right to minor technical and optical deviations concerning the form, colour and/or weight of products agreed as compared to the contract documents, as far as such deviations are attributable to the manufacturer. The customer may not derive a claim for withdrawal from such minor deviations.

4) Prices
1. All prices are quoted in EURO. In addition to the net merchandise value and the contractual forwarding and packaging costs, the purchaser shall also pay the statutory value-added tax.
2. The company " Mega Mobiles GmbH " shall charge forwarding expenses as follows:
Flat-rate delivery charges € 3.50; free of forwarding costs from a net merchandise value of € 500.- onwards and in case of list-price order.
All prices are net prices quoted in €. From € 2,500.- plus € 15.- insurance charge. In case of cash on delivery, we charge a fee of only € 3! (max. € 3,000.- net merchandise value).
3. The company " Mega Mobiles GmbH " reserves the right to charge a potential increase in the value-added tax or the introduction of new taxes in immediate or mediate association with the delivery of goods to the customer's account. At the customer's request, evidence shall be provided for these costs.
4. If the purchaser is a consumer and in case of contracts with delivery periods of more than four months, the company " Mega Mobiles GmbH " reserves the right to raise prices in line with any change in costs resulting from an increase in the value-added tax or the introduction of new taxes in immediate or mediate association with the delivery of goods. Should the increase exceed 5% of the price agreed, the customer shall have a right of withdrawal.
5. In case of telegraphic payment below € 20,000.00 for account of the company " Mega Mobiles GmbH ", a € 10.00 processing fee shall be charged.

5) Terms of payment, default of payment
1. The customer is obligated to pay the purchase price within 10 days following receipt of the goods. Following expiry of this deadline, the customer shall default.
2. During the period of default, the consumer shall pay interest of 5% above the base lending rate on the money debt.
3. During the period of default, the contractor shall pay interest of 8% above the base lending rate on the money debt. As far as the contractor is concerned, the company " Mega Mobiles GmbH " reserves the right to prove and assert a higher damage caused by default of payment.
4. The customer can make payment by cash on delivery, invoice or credit card. Payment by bill of exchange is not accepted on principle. In case of payment by invoice or cheque, the invoice shall be deemed paid as soon as the amount has been definitely credited to the company account of " Mega Mobiles GmbH ".
5. In case of reminders, the company " Mega Mobiles GmbH " shall be entitled to charge collection expenses in the amount of € 5.00 plus a € 6.00 processing fee from the second reminder onwards.
6. The customer shall only be entitled to offsetting if his counterclaims have been established in court, are uncontroversial or acknowledged by the company " Mega Mobiles GmbH ". In addition, he shall be entitled to exercise a right of retention only insofar as his counterclaim is based on the same contract relationship.

6) Reservation of proprietary rights
1. Until complete payment has been effected, the goods shall remain property of the company " Mega Mobiles GmbH ". Should the customer act contrary to the agreement, in particular in case of default payment, the company " Mega Mobiles GmbH " shall be entitled to take back the delivery item. If a delivery item is taken back, this shall implicate withdrawal from the contract. After taking back goods, the company " Mega Mobiles GmbH " shall be entitled to commercialise them. The proceeds of commercialisation shall be set off against the customer's liabilities less reasonable commercialisation costs.
2. The customer is obligated to handle the merchandise with care, in particular to insure it sufficiently at replacement value and at his own expense against damage caused by fire, water and theft. In case of occurrence of the event insured, the purchaser hereby cedes to the company " Mega Mobiles GmbH " any insurance claim or claim for damages to which he may be entitled as a result of this event. The purchaser's purchase price debt shall expire only in the event that and to the extent in which an insurance company reimburses the due purchase price debt plus potential default interest to the company " Mega Mobiles GmbH ".
3. In the event of distraint or other third-party intervention, the customer shall notify the company " Mega Mobiles GmbH " in writing without delay, thus enabling it to file a suit pursuant to § 771 ZPO (Code of Civil Procedure).
4. The contractor shall be entitled to resell, process or install the merchandise in the regular course of business. However, the purchaser hereby cedes to the company " Mega Mobiles GmbH " his claims against a potential acquirer in the amount of his purchase price debt. Despite this subrogation, the customer shall continue being authorised to collect this debt. The right of the company " Mega Mobiles GmbH " to collect the debt on its own account shall remain unaffected. It undertakes, however, not to collect the debt as long as the customer meets his payment obligations in respect of the revenue received and does not default, in particular as long has he has not filed for insolvency proceedings or suspended payments. Should this be the case, the company " Mega Mobiles GmbH " shall be entitled to demand from the customer to disclose the subrogated claims and their respective debtors, provide all information required to collect the debts concerned, hand over all associated documents and notify the debtors (third parties) of the subrogation.

7) Goods receipt and return
1. Every purchaser shall notify the company " Mega Mobiles GmbH " of the goods' receipt without delay by telephone, fax or by using the enclosed acknowledgement of receipt. Other declarations pursuant to these general terms and conditons shall remain unaffected.
2. As a basic principle, there is no right of returning the goods apart from the cases regulated under these general terms and conditions. Return consignments shall be accepted only if they have been approved of beforehand. For this purpose, the customer shall receive an order number.

8) Passing of risk
1. If the customer is a contractor, the risk of accidental loss and accidental deterioration of the goods shall be transferred to him as soon as the goods are handed over. In the event of mail order purchase, the risk shall be transferred as soon as the goods are handed over to the forwarding agent, the haulage contractor or another person or institution commissioned to carry out the transport.
2. If the customer is a consumer, the risk of accidental loss and accidental deterioration of goods shall not be transferred to him - even in the event of purchase by mail order - until the goods have been handed over to him.
3. A situation where the customer is behind schedule with the acceptance of goods shall be equivalent to handover of such goods.

9) Warranty rights, obligation to inspect and give notice of non-conformity
1. As far as a merchandise is defective, the consumer may choose between supplementary performance by repair or replacement delivery. The company " Mega Mobiles GmbH " shall be entitled to refuse the chosen type of supplementary performance if the latter is subject to unreasonable costs and the other type of supplementary performance does not place the customer at a substantial disadvantage.
2. In case of contractors, the company " Mega Mobiles GmbH " shall warranty for defective goods by repair or replacement delivery at its own option. Minor deviation of the goods in size, condition and colour shall hereby be considered as approved, as far as customary use of the goods is not adversely affected by such deviations.
3. Warranty claims of a contractor shall be subject to a check for completeness of the goods being carried out immediately upon their receipt. The company " Mega Mobiles GmbH " shall be notified of apparent defects (quality, design) and possible shortfalls in writing within one week from receipt of the goods onwards. The same applies to apparent damage caused by transport. Any belated notice of non-conformity cannot be considered unless the defect was not recognisable in the context of inspection. If such a defect becomes apparent at a later point in time, notification must be made within one week after its detection. Otherwise the merchandise shall be deemed approved. To meet the time limit, posting the notification in due time shall be sufficient. The full burden of proof concerning any claim requirement, in particular the defect itself, the time of its detection and timely notification of defects shall rest with the contractor.
4. In the event that supplementary performance fails, the customer may demand at his own choice either a reduction in remuneration (abatement of the purchase price) or rescission of the contract (withdrawal). In case of minor defects, the customer shall not have a right of withdrawal. In case of withdrawal, a compensation for use shall be payable for the accrued period of use.
5. The company " Mega Mobiles GmbH " shall be liable in line with statutory provisions, as far as the customer asserts a claim for damages that is based on wilful misconduct or gross negligence, including wilful misconduct and gross negligence of its representatives and auxiliary persons. Unless the company " Mega Mobiles GmbH " is charged with wilful infringement of the contract, its liability for damages shall be limited to the foreseeable, typically expectable damage.
6. The company " Mega Mobiles GmbH " shall be liable in line with statutory provisions, as far as it culpably infringes an essential contractual obligation. In this event, the liability for damages shall be limited to the foreseeable, typically expectable damage.
7. Liability for culpable damage or injury to a person's life, body or health shall remain unaffected by this clause. The same applies to compulsory liability under the Product Liability Act.
8. The company " Mega Mobiles GmbH " has provided the merchandise value with sufficient insurance cover against transport- and delivery-related damage. It shall be liable for transport damage only in the amount of the purchase price claim.
9. More far-reaching immediate or mediate claims for damages shall be ruled out unless stipulated otherwise above and as far as it is admissible under the law. Apart from that, the liability limitations under paragraph 10) section 1-3 shall be applicable.
10. The warranty period for consumers is two years from delivery of the goods onwards. The warranty period for contractors is one year from delivery of the goods onwards. In case of second-hand devices and "swap" mobile phones, the warranty period shall be one year from delivery of the goods onwards.

10) Limitation of liability
1. Any liability for damages exceeding the one stated in paragraph 9) shall be ruled out without respect of the asserted claim's legal nature. This applies in particular to claims for damages resulting from fault upon contract conclusion, from other breach of duty or from a tort replacement claim for property damage pursuant to § 823 BGB.
2. The limitation pursuant to section 1 shall also apply if the customer demands replacement of fruitless expenses instead of compensation for the damage.
3. As far as liability for damages by the company " Mega Mobiles GmbH " is ruled out or limited, the same shall apply to the personal liability of its employees, representatives and auxiliary persons.

11) Contractual penalty
In the event that a purchaser who is not a consumer is responsible for non-performance of the contract, the parties agree that the company " Mega Mobiles GmbH " shall be entitled to claim flat-rate damages amounting to 15 % of the purchased goods' net merchandise value. The company " Mega Mobiles GmbH " reserves the right to claim and assert higher damages.

12) Data protection
The purchaser expressly agrees that any personal data within the meaning of the Data Protection Act, collected and required in association with the initiation and implementation of this business transaction, will be stored, processed and evaluated. He is entitled to revoke this declaration of consent at any time with effect for the future.

13) Final provisions
1. The laws of the Federal Republic of Germany shall be exclusively applicable, in particular the BGB (German Civil Code), the HGB (German Commercial Code) and the ZPO (Code of Civil Procedure). The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. Foreign law shall be ruled out even if the purchaser is habitually resident abroad. In case of consumers not concluding the contract for occupational or professional purposes, this choice of law shall apply only insofar as the consumer is not deprived of legal protection granted under mandatory provisions of the law in that state where he is habitually resident.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, our place of business in Erlangen shall be the exclusive place of performance and legal venue for any dispute arising from the contractual relationship including action on cheques or bills of exchange.
3. The same shall apply if the customer is a consumer and does not have a place of general jurisdiction in Germany or if his habitual place of residence is unknown at the time of the legal proceedings' institution.