General Terms of Sales

GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS AND SERVICES

 

I. SCOPE OF APPLICATION

1. Legal relations between Casino Technology AD(hereinafter referred to as "Casino Technology") and Customer in connection with supplies and/or services of Casino Technology ("Supplies") shall be solely governed by the present General Terms and Conditions (hereinafter referred to as "the Terms") and the respective agreement concluded between Casino Technology and the Customer ("the Agreement"). All legal relations between Casino Technology and Customer, not explicitly regulated by the Agreement, shall be subject to regulation of the present Terms and, unless otherwise agreed to in writing between Customer and Casino Technology, in case of discrepancies between the Agreement and these Terms, the provisions of the Agreement shall prevail.

2. These Terms shall form an integral part of any and all contractual relations between Casino Technology and Customer. Any derogation from and subsequent amendment to these Terms shall be effective only with Casino Technology's prior written consent. Customer's general terms and conditions and/or any other business terms shall apply only if expressly accepted by Casino Technology in writing.

3. Customer shall be given prior written notice of any amendment of these Terms by Casino Technology and, provided that within 14-days after notification Customer does not raise any objection, all amendments to the Terms shall be deemed accepted by Customer. The prior written notice of Casino Technology shall indicate Customer's right to raise objections, as well as the legal consequences of non-performance of the above right.

II. OFFERS AND CUSTOMER'S ORDERS

1. Unless otherwise agreed to in writing, Casino Technology's offers shall not be legally binding until confirmed in writing by Casino Technology after written acceptance from Customer. Any information concerning Casino Technology's products and services, contained in catalogues, websites, price lists, brochures etc., shall not be legally binding upon Casino Technology unless it forms an integral part of a written contract to which Casino Technology is a party.

2. Unless expressly agreed otherwise in writing,Casino Technology will accept or reject in writing Customer's orders for Supplies (hereinafter referred to as "Orders")within ten (10) business days from the date of their receipt. Provided that Customeris not in breach of any term of the Agreement or the present Terms and an Order is completely and properly filled out, Casino Technologyshall accept, in whole or partially, such Order by sending a written confirmation to Customer. If Casino Technologydoes not expressly confirm acceptance or rejection in writing of any particular Order within such ten (10)-day period, Casino Technologyshall be deemed to have rejected such Order. In the event Casino Technologyaccepts an Order, Casino Technologyshall use commercially reasonable efforts to deliver, in accordance with the delivery terms as per Chapter III below, the ordered goods, within twelve (12) business weeks or other time line specified in the confirmation form, starting with acceptance of the respective Order.

III. DELIVERY TERMS. DELAY

1. Unless otherwise agreed to in writing, Casino Technology shall deliver to Customer the items pertaining to the Supplies ordered (hereinafter referred to as "the Goods") EX WORKS Casino Technology's facilities or warehouses in Sofia, Bulgaria, according to INCOTERMS 2010 as amended.

2. Unless expressly agreed otherwise in writing, Customer agrees to Casino Technology's partial deliveries. Customer shall not refuse to receive and/or accept Supplies due to minor defects or defects that do not affect the proper functioning of the Goods.

3. Times set for Supplies shall only be binding upon Casino Technology if Casino Technology has received in time all documents to be furnished by the Customer, as well as all necessary permits and approvals, especially concerning forecasts and purchase orders, and provided that agreed terms of payment and other obligations of the Customer have been fulfilled. If these conditions are not fulfilled in time by the Customer, times set shall be extended reasonably.

4. If non-observance of the time set is caused by force majeure such as mobilization, war, rebellion or similar events, e.g. strike or lockout, such time shall be extended accordingly. The same shall apply if Casino Technology does not receive its own supplies in due time or in due form.

5. Casino Technology shall not be responsible for any delay whatsoever in delivery of the Goods (hereinafter referred to as "Delay"), but in case the Delay is longer than 3 months and Customer brings a claim for demonstrably suffered loss or damages resulting from such Delay Casino Technology's liability shall be limited to a total compensation of 1% (one percent) of the price of that part of the Supplies, which due to the Delay could not be put to the intended use.

6. Customer's right to claim liquidated damages as specified in Section 5 above shall be in lieu of any other remedies the Customer might otherwise be entitled to. This shall not apply only in cases of mandatory liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the Agreement by the Customer based on statute shall be limited to events where Casino Technology is responsible for the Delay. The above provisions do not imply a change in the burden of proof to the detriment of the Customer.

7. In case Customer terminates the Agreement due to Delay, Customer shall only be allowed to claim the payments made to Casino Technology in advance and shall not have the right to claim interest on any amounts paid in advance under the Agreement.

8. At Casino Technology's request, Customer shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the Agreement or insists on the delivery of the Supplies.

9. If dispatch or delivery, due to Customer's request, is delayed by more than one month after notification of the readiness for dispatch was given by Casino Technology, the Customer may be charged, for every additional month commenced, storage costs of 0.5% (zero point five percent) of the price of the items of the Supplies, but in no case more than a total of 5%(five percent) of that price. Casino Technology's right to prove that it has incurred higher storage costs and to charge Customer such higher costs, shall remain unaffected.

IV. TITLE AND OWNERSHIP. INSURANCE

1. Unless otherwise agreed to in writing, except in the events where Goods are supplied on a trial, lease or revenue-share basis, title, ownership and risk over the Goods shall pass to Customer at the time of delivery of the Goods. Goods, provided by Casino Technology on a trial, lease and/or revenue-share basis (hereinafter referred to as "Retained Goods"), shall always remain the property of Casino Technology and Customer shall not acquire any ownership rights with regard to such Goods.

2. For the duration of use of Retained Goods, Customer shall not be entitled, without the prior written consent of Casino Technology, to:

  • resell, handle or pledge the Retained Goods or otherwise encumber or use them as a security;

  • move, process, combine or make any other changes to the Retained Goods, including without limitation, change the specificity of the Retained Goods, replace components or recommended settings, disassemble the Retained Goods in order to use the single components, peripherals or ingredients for spare parts etc.

3. The Customer shall inform Casino Technology forthwith of any seizure or other act of intervention by third parties with respect to the Retained Goods.

4. For the duration of use of the Retained Goods on trial, lease or revenue-share basis Customer shall sufficiently insure the Retained Goods against all customary risks (in particular, but not restricted to, theft, vandalism, any damage caused by earthquake, fire, fluids, broken glass, etc.) at its own cost and expense for an insured value equal to the full market price of the Retained Goods, specified by Casino Technology, and shall provide Casino Technology, prior to installation or pick up of the Retained Goods, with written evidence of the above policy (certificate, copy of insurance policy, etc.), as well as with documents evidencing payment of the applicable insurance premium. Casino Technology shall be named as a loss payee and as a sole beneficiary under such insurance policy and said insurance shall not be canceled without Casino Technology's prior written consent.

5. In the event of an insurance claim, Customer shall provide full assistance to Casino Technology for the purpose of proper exercise of Casino Technology's insurance rights under the insurance policy and prompt receipt of the relevant insurance compensation, including by timely preparing and collecting all necessary documentation and proof necessary for making the claim and ensuring prompt remittance of the compensation to Casino Technology.

6. Casino Technology shall be entitled to rescind the Agreement and take back the Retained Goods, if, upon expiry of a reasonable remedy period set by Casino Technology, Customer fails to fulfil its duties under the present Terms or the Agreement, fails to make payment due, or otherwise violates its obligations under these Terms or the Agreement; the statutory provisions providing that a remedy period is not necessary shall remain unaffected. The Customer shall be obliged to return the Retained Goods in the event of rescission of the Agreement on any of the above grounds. The fact that Casino Technology takes back the Retained Goods or has the Retained Goods seized, shall not be construed to constitute a rescission of the Agreement, unless Casino Technology expressly declares so.

V. PASSING OF RISK

1. Unless otherwise provided in the respective invoice or the Agreement, the risk of loss and damage of the Goods shall pass:

  • to Customer - EX WORKS Casino Technology's facilities or warehouses in Sofia, Bulgaria, according to INCOTERMS 2010, as set froth in Chapter III above, and

  • to Casino Technology, in case of return of Goods - DDP to a place of destination specified by Casino Technology, INCOTERMS 2010.

2. Customer shall be liable for any accidental loss or damage of the Retained Goods during the whole term of use of the Retained Goods on trial, lease or revenue-share basis, including in cases such loss or damage is caused by force major.

VI. PRICES, TERMS OF PAYMENT AND SET-OFF

1. Prices of Goods are EX WORKS Casino Technology's facilities or warehouses in Sofia, Bulgaria (INCOTERMS 2010) and excluding shipping and handling costs (i.e. packaging, transport, insurance and customs).

2. All prices and compensations due by Customer shall be exclusive of any statutory VAT and/or any sales, local or any other applicable taxes, including any applicable license fees. Customer shall bear any and all taxes and duties, including transaction fees, arising out of or related to the ordered Supplies and shall hold harmless and indemnify Casino Technology with regard to such duties and taxes.

3. If Casino Technology is also responsible for assembly or installation and unless otherwise agreed to in writing, Customer shall pay the agreed remuneration for assembly and/or installation and any incidental costs required, e.g. costs for travelling, transport, daily allowances, etc.

4. Payments shall be made free Casino Technology's paying office and shall not include any withholding fees.

5. Unless otherwise agreed to in writing, Customer shall have no right to set off any claims against payments due to Casino Technology and all payments shall be made by Customer free and clear of any expenses and deduction.

6. Unless otherwise agreed to in the Agreement or any other document related thereto (e.g. confirmation of Orders or other documentation) (i) Casino Technology'sinvoices regarding purchase of Goods shall be due with the date of invoice and payable within 5 (five) days from invoice date, and (ii) Casino Technology's invoices regarding Retained Goods, supplied on a trial, lease or revenue-share basis, shall be due and payable on the first day of each accounting period, as specified in the Agreement.

7. Payments shall be deemed received on the date Casino Technology's account was credited with the amounts due. In case of late payments Casino Technology may charge a default interest in the amount of 2,5 % (two point five percent) per month on the delayed amounts. If any payment is delayed with more than 4 (four) weeks, all remaining payments due by the Customer shall automatically become due and payable, notwithstanding their maturity date.

8. Customer shall not assert any right of retention against Casino Technology's claims. Any set-off against counterclaims shall be permitted only with respect to counterclaims which are beyond dispute and have been established by virtue of a final court order.

9. Unless otherwise agreed to in writing, Casino Technology shall be entitled to unilaterally terminate the Agreement with a reasonable written notification to Customer, as well as to take back the Retained Goods supplied, including, if necessary, to enter Customer's premises for the purpose of removing its property, in the event Customer fails to fulfill any of its payment obligations when due. Any such discontinuation of performance by Casino Technology and/or taking back of Retained Goods shall not be deemed a cancellation of the Agreement in the absence of an express written notification of Casino Technology to that effect. A possible discontinuation of services by Casino Technology shall not release Customer from its obligation to pay any outstanding amounts to Casino Technology.

10. Casino Technology shall be entitled to unilaterally terminate the Agreement by written notice with immediate effect and/or declare all outstanding amounts immediately due and payable if: (i) Customer's financial status deteriorates to an extent which, in Casino Technology's sole opinion, endangers Customer's ability to fulfill its payment obligations, and (ii) an application for insolvency proceedings is initiated against Customer. Casino Technology reserves the right to respond to Customer's Orders in any of the above cases upon advance payment only.

VII. ASSEMBLY AND INSTALLATION

1. Unless otherwise agreed to in writing, Casino Technology shall perform assembly and installation only after provision by Customer, at Customer's own expense and in due time, of:

(i) all construction plans and drawings, as well as proof that any other ancillary work outside Casino Technology's scope have been completed, including the necessary skilled and unskilled personnel, construction materials and tools, if necessary,

b) the equipment and materials as may be necessary for assembly and commissioning,

c) energy supply at the point of use,

d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the installation personnel, including sanitary facilities as are appropriate in the specific circumstances;

e) protective clothing and protective devices needed due to particular conditions prevailing on the specific site.

2. Before start of installation works, Customer shall unsolicitedly make available any information required concerning the location of concealed electric power, gas and water lines or of similar installations, as well as the necessary structural data and any permits or documents allowing access to the site of assembly or installation and performance of the necessary activities and work at site. In addition, the Customer shall take all measures it would take for the protection of its own possessions, to protect the possessions of Casino Technology and of the installation personnel at the site.

3. Prior to assembly or installation, the materials and equipment necessary for the work to start must be available on the site of assembly or installation and any preparatory work must have advanced to such a degree that assembly or installation can be started as agreed and carried out without interruption. Access roads and the site of assembly or installation must be level and clear.

4. If assembly, installation or commissioning is delayed due to circumstances for which Casino Technology is not responsible, Customer shall bear the costs incurred for idle times and any additional travelling expenditure of Casino Technology or the installation personnel.

5. Customer shall attest to the hours worked by the installation personnel towards Casino Technology at weekly intervals and Customer shall immediately confirm in writing if assembly, installation or commissioning has been completed.

6. If, after completion, Casino Technology demands acceptance of the Supplies, Customer shall comply therewith within a period of two weeks. In default thereof, acceptance shall be deemed to have taken place after lapse of such two weeks period. Acceptance shall also be deemed to have been effected if the Supplies are put in operation or after the completion of an agreed test phase.

VIII. DEFECTS AS TO QUALITY

Casino Technology shall be liable for defects as to quality (hereinafter referred to as "Defects",) under the following conditions:

1. Defective parts or defective services shall be, at Casino Technology's discretion, repaired, replaced or provided again free of charge, provided that Customer demonstrates that the Defect/ reason for the Defect had already existed at the time when the risk passed.

2. Without limiting the generality of the foregoing, Customer's claims for repair or replacement shall be valid if made within a period of six (6) months calculated from the transfer of risk to the Customer.

3. Notifications of apparent Defects shall be given by the Customer in writing, stating the possible causes, without undue delay, in any way not later than 7 (seven) days of receipt of the Supplies by Customer, otherwise Customer's claims shall be considered forfeited and/or time-barred.

4. Casino Technology shall be given the opportunity to repair or to replace the defective Goods within a reasonable period of time.

5. There shall be no claims based on Defects in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, or claims based on particular external influences not assumed under the Agreement, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the Customer or third parties and the consequences thereof shall also be excluded.

6. The Customer shall have no claim with respect to expenses, including but not limited to costs of travel, transport, labour, and material resulting from relocation of the Supplies.

7. The Customer shall have no claim for damages based on Defects. This shall not apply to the extent a Defect has been fraudulently concealed, guaranteed characteristics are not complied with, in the events of loss of life, bodily injury or damage to health, restrictions to liberty and/or intentionally or grossly negligent breach of the Agreement by Casino Technology. The above provisions do not imply a change in the burden of proof to the detriment of the Customer. Any other or additional claims of the Customer exceeding the claims provided for in this Chapter VIII, based on Defects, are excluded.

IX. INTELLECTUAL PROPERTY RIGHTS. DEFECTS IN TITLE

1. By signing the Agreement Casino Technology grants to Customer a non-exclusive and non-transferable, territory limited license, without the right of sub-licensing, to use Casino Technology's intellectual property related to the Supplies, including software, delivered to Customer. Unless otherwise agreed to in writing, Customer shall have the right to use the Supplies, including software, in accordance with their indented purpose specified in the Agreement, in the country of Customer's registration and for the term of validity of the Agreement only. Any back-up copy, intervention, incl. modification, alteration or addition, to the software supplied to Customer, without Casino Technology's prior written consent, shall constitute grounds for termination of the non-exclusive license granted to Customer.

2. For the whole period of validity of the Agreement and after its expiration or termination Casino Technology's intellectual property shall remain the sole and exclusive property of Casino Technology. Any transfer of a license granted under the Agreement without the prior written consent of Casino Technology shall void such license and shall result in Customer's obligation to pay a penalty equal to ten times the applicable or applied license fees in addition to a claim for any and all other damages suffered by Casino Technology for such Supply or the relevant component thereof.

3. Customer shall be obliged to safeguard Casino Technology's intellectual property rights (hereinafter referred to as "IPR"), as well as any IPR licensed to Casino Technology by third parties, including without limitation copyrights, trademark, design or patent rights and, in the event of an infringement of such rights, to indemnify Casino Technology for any damage incurred thereby. In the event of an infringement by third parties Customer shall be obliged to notify Casino Technology immediately in writing and, upon Casino Technology's request, to join Casino Technology in the legal proceedings as intervener at Customer's cost.

4. Unless agreed otherwise, Casino Technology shall provide the Supplies free from third parties' intellectual property rights with respect to the country of the place of delivery only. If a third party asserts a justified claim against the Customer based on an infringement of an IPR by the Supplies made by Casino Technology and used in conformity with the Agreement, Casino Technology shall be liable to the Customer within the time period stipulated in Chapter VIII, Section 2 as follows:

a) Casino Technology shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies in such a way that they no longer infringe the IPR, or replace them. If this would be impossible for Casino Technology under reasonable conditions, Casino Technology and Customer may rescind the Agreement or reduce the remuneration pursuant to the applicable statutory provisions;

b) Casino Technology's liability for damages resulting from IPR infringement shall be settled in accordance with the provisions of Chapters XI and XII;

c) The above obligations of Casino Technology shall apply only if the Customer (i) immediately notifies Casino Technology of any such claim asserted by the third party in writing, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to Casino Technology's discretion. If the Customer ceases to use the Supplies in order to reduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.

5. Claims of the Customer shall be excluded if Customer is responsible for the infringement of an IPR.

6. Claims of the Customer are also excluded if the infringement of the IPR is caused by specifications made by the Customer, by a type of use not foreseeable by Casino Technology or by the Supplies being modified by the Customer or being used together with products not provided by Casino Technology.

7. In addition, with respect to claims by the Customer pursuant to Section 4, Subsection a) above, Sections 4 and 5 of Chapter VIII shall apply mutatis mutandis in the event of an infringement of an IPR.

8. Where other defects in title occur, Chapter VIII of these Terms shall apply mutatis mutandis.

9. Any other claims of the Customer against Casino Technology or its agents or any such claims exceeding the claims provided for in this Chapter IX, based on a defect in title, are excluded.

X. IMPOSSIBILITY OF PERFORMANCE. ADAPTATION OF AGREEMENT

1. To the extent that delivery is impossible, Customer shall be entitled to claim damages only in case Casino Technology is responsible for such impossibility. Customer's claim for damages shall, however, be limited to an amount of 1% (one percent) of the value of that part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of mandatory liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Customer.

2. Where unforeseeable events within the meaning of Chapter III Section 4 substantially change the economic importance or the contents of the Supplies or considerably affect Casino Technology's business, the Agreement shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, Casino Technology shall have the right to rescind the Agreement. If Casino Technology intends to exercise its right to rescind the Agreement, it shall notify the Customer thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Customer.

XI. OTHER CLAIMS FOR DAMAGES. STATUTE OF LIMITATIONS

1. The Customer has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the Agreement or tort.

2. The above shall not apply in case of mandatory liability, e.g. in the case of product liability, in the case of intent, gross negligence, loss of life, bodily injury or damage to health. The above provision does not imply a change in the burden of proof to the detriment of the Customer.

3. To the extent Customer has a claim for damages, Customer shall not have the right to claim an amount which exceeds the amounts that will be reimbursed to Casino Technology by third parties.

4. To the extent Customer has a claim for damages, such claim shall be time-barred upon expiration of the period pursuant to Chapter VIII, Section 2. The same shall apply to Customer's claims in connection with actions undertaken to avoid any damage.

XII. LIMITATION OF LIABILITY

1. By signing the Agreement Customer agrees that the price for the Goods would not adequately compensate Casino Technology for unilaterally assuming all risks associated with its performance, breach or non-performance, and that to avoid having to increase its price to adequately protect against such unlimited risk, the Customer and Casino Technology agree to be bound by this limitation on Casino Technology's liability.

2. CASINO TECHNOLOGY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT, BUSINESS INTERRUPTION OR LOST REVENUE, LOSS OF PROFITS OR SALES, COST OF CAPITAL, FOR ANY LOSS OF USE, FOR ANY LOSS OR CORRUPTION OF DATA OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS, COSTS OR EXPENSES OF A SIMILAR TYPE, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CASINO TECHNOLOGY BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.

THE LIABILITY OF CASINO TECHNOLOGY FOR ANY ACT OR OMISSION, GOODS DELIVERED UNDER THE AGREEMENT, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL IN NO EVENT EXCEED THE TOTAL AMOUNT OF PRICES PAID BY THE CUSTOMER UNDER THE AGREEMENT.

3. The rights and remedies explicitly contained in these Terms and the Agreement are exclusive, not cumulative and the parties accept these remedies in lieu of all other rights and remedies available at law or otherwise, in contract (including warranty) or in tort (including negligence), for any and all claims of any nature arising under these Terms and/or the Agreement or any performance or breach arising out of the present Terms and/or the Agreement.

4. In the event that a warranty or remedy is deemed to have failed its essential purpose, the parties expressly provide that such failure shall not affect the validity of this limitation of liability, each provision having been separately bargained for and agreed.

5. The Customer hereby releases, indemnifies and holds harmless Casino Technology from and against any claims relating to the Goods brought by an end-user directly against Casino Technology. The liability of Casino Technology regarding any such claim shall, with regard to the relationship as between the Customer and Casino Technology, be decided upon the terms and conditions of these Terms and the Agreement.

6. The provisions of this Chapter XII shall survive any termination or expiration of the Agreement.

XIII. VENUE AND APPLICABLE LAW

1. Legal relations existing in connection with the present Terms and the Agreement and all transactions there under shall be governed by and construed in accordance with the Builgarian law.

2. Venue and jurisdiction for any claim with respect to or arising out of these Terms or the Agreement shall lie in the Arbitration Court at the Bulgarian Chamber of Commerce and Industry, to which the Customer, by signing the Agreement, unconditionally consents.

XIV. TERM AND TERMINATION OF THE AGREEMENT

1. The term of the Agreement shall be specified in the Agreement concluded between Casino Technology and the Customer.

2. Unless otherwise agreed to in the Agreement and in addition to all other grounds for termination herein contained, Casino Technology shall have the right to unilaterally terminate the Agreement by giving 30 (thirty) days written notice to the Customer.

3. Unless otherwise provided in the Agreement and notwithstanding parties' rights to terminate the Agreement by giving notice of termination, Casino Technology shall have the right to unilaterally terminate the Agreement without notice of termination in any of the following events:

a) Customer voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the benefit of its creditors is made, or

b) there is a change in control of Customer which in the reasonable opinion of Casino Technology adversely affects Casino Technology's position, rights or interests.

4. After expiry or termination of the Agreement Customer shall without delay, and in any way not later than 7 (seven) days after expiry/ termination of the Agreement, return the Retained Goods to a place and address specified by Casino Technology in a proper and complete condition by using the original packing and the applicable packing instructions, at its own costs and expenses.

XV. MISCELLANOUS

1. The legal invalidity of one or more provisions of the present Terms or the Agreement shall in no way affect the validity of the remaining provisions. This shall not apply if it would be unreasonable for one of the parties to be obliged to continue the Agreement.

2. Casino Technology reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and other documents. The above documents shall not be made accessible to third parties without Casino Technology's prior consent and shall, upon request, be returned without undue delay to Casino Technology, if the Agreement is not awarded to Casino Technology. The above sentences shall apply mutatis mutandis to Customer's documents; these may, however, be made accessible to those third parties to whom Casino Technology has rightfully subcontracted Supplies.

3. Press releases or other information on the conclusion/content of the Agreement shall only be made available to third parties, in particular press agencies, with the prior written consent of Casino Technology.

4. Notices and communications between Customer and Casino Technology shall be given in writing or by e-mail or facsimile in English language to parties' addresses specified in the Agreement or to such other addresses, as parties may subsequently notify in writing to each other.

5. Customer shall not assign any claims or rights with regard to its contractual relations with Casino Technology without Casino Technology's prior written consent.

6. As a company established in the gaming industry Casino Technology is highly regulated by the competent authorities in all jurisdictions in which it operates. Any contractual relations with customers shall be subject to customers' valid and legally binding licensees in accordance with the requirements of the jurisdiction in which a customer is doing business. Casino Technology therefore reserves its right to terminate at any time with immediate effect any contractual relation with Customer provided that the Customer is not able to show a valid license or if such license is withdrawn by the competent authorities for any reason.