I. General Provisions

1. The legal relationship between the Supplier and the Customer in connection with the Supplier’s deliveries and/or services (hereinafter referred to as “Deliveries”) shall be governed exclusively by these General Terms and Conditions. Any general terms and conditions of the Customer shall apply only to the extent that the Supplier has expressly agreed to them in writing. The scope of the Deliveries shall be determined by the corresponding written declarations mutually agreed upon by both parties.

2. The Supplier retains unrestricted ownership rights and copyrights to cost estimates, drawings, and other documents (hereinafter referred to as “Documents”). The Documents may not be made accessible to third parties without the Supplier’s prior consent and shall be returned to the Supplier immediately upon request if the order is not awarded to the Supplier. Sentences 1 and 2 shall apply accordingly to Documents provided by the Customer; however, such Documents may be disclosed to third parties to whom the Supplier has lawfully assigned Deliveries.

3. The Customer is granted a non-exclusive right to use standard software and firmware with the agreed performance features in unchanged form on the agreed devices. Unless expressly agreed otherwise, the Customer may create one backup copy of the standard software.

4. Partial deliveries are permitted insofar as they are reasonable for the Customer.

5. The term “claims for damages” as used in these General Terms and Conditions shall also include claims for reimbursement of futile expenses.

II. Prices, Terms of Payment and Set-Off

1. Prices are quoted ex works, excluding packaging and the applicable statutory value-added tax (VAT).

2. Payments shall be made free of charge to the Supplier’s designated place of payment.

3. The Customer may only set off claims that are undisputed or have been legally established by a final court decision.

III. Retention of Title

1. The items delivered (hereinafter referred to as “Reserved Goods”) shall remain the property of the Supplier until all claims arising from the business relationship with the Customer have been fully satisfied. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 10%, the Supplier shall, at the Customer’s request, release a corresponding portion of the security interests. The Supplier shall be entitled to choose which security interests are to be released.

2. During the period of retention of title, the Customer shall not be entitled to pledge the Reserved Goods or transfer them by way of security. Resale shall only be permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment from its customer or reserves title in such a way that ownership passes to the customer only after the customer has fulfilled its payment obligations.

3. In the event of seizure, confiscation, or any other disposition or intervention by third parties, the Customer shall immediately notify the Supplier.

4. In the event of a breach of contract by the Customer, particularly in the case of payment default, the Supplier shall be entitled, after the unsuccessful expiration of a reasonable grace period granted to the Customer, not only to reclaim the Reserved Goods but also to withdraw from the contract. The statutory provisions regarding circumstances in which a grace period is not required shall remain unaffected. The Customer shall be obliged to surrender the Reserved Goods. The reclaiming of the Reserved Goods, the assertion of retention of title, or the seizure of the Reserved Goods by the Supplier shall not constitute withdrawal from the contract unless the Supplier has expressly declared such withdrawal.

IV. Delivery Periods; Delay

1. Compliance with delivery periods is subject to the timely receipt of all documents, approvals, and releases to be provided by the Customer, particularly plans and specifications, as well as the Customer’s compliance with the agreed payment terms and all other contractual obligations. If these requirements are not fulfilled in due time, the delivery periods shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay.

2. If failure to comply with delivery periods is due to force majeure, such as mobilization, war, civil unrest, or similar events, including strikes or lockouts, the delivery periods shall be extended accordingly. The same shall apply in the event of delayed or improper delivery to the Supplier by its own suppliers.

3. At the Supplier’s request, the Customer shall be obliged to declare within a reasonable period whether it intends to withdraw from the contract due to the delivery delay or insists on fulfillment of the delivery.

4. If shipment or delivery is delayed at the Customer’s request by more than one month after notification of readiness for dispatch, the Customer may be charged storage costs amounting to 0.5% of the price of the delivery items for each additional commenced month, up to a maximum of 5% in total. Both parties reserve the right to prove higher or lower actual storage costs.

V. Transfer of Risk

1. The risk shall pass to the Customer, even in the case of carriage-paid deliveries, as follows:

   a) In the case of deliveries without installation or assembly, when the goods have been dispatched or collected. At the Customer’s request and expense, the Supplier shall insure the delivery against customary transportation risks.

   b) In the case of deliveries including installation or assembly, on the date of acceptance into the Customer’s own operation or, where agreed, upon successful completion of a trial operation.

2. If shipment, delivery, the commencement or execution of installation or assembly, acceptance into the Customer’s own operation, or trial operation is delayed for reasons attributable to the Customer, or if the Customer is otherwise in default of acceptance, the risk shall pass to the Customer.

3. Any complaints regarding defects or transport damage must be submitted in writing without undue delay and no later than seven (7) days after receipt of the goods.

VI. Acceptance of Deliveries

The Customer may not refuse acceptance of Deliveries on the grounds of minor defects.

VII. Defects in Quality

The Supplier shall be liable for defects in quality as follows:

1. Any parts or services that are found to be defective shall, at the Supplier’s discretion, be repaired, replaced, or re-performed free of charge, provided that the cause of the defect already existed at the time the risk passed to the Customer.

2. Claims for subsequent performance shall become time-barred twelve (12) months after the statutory commencement of the limitation period. The same shall apply to claims for rescission and price reduction. This limitation period shall not apply where longer statutory periods are prescribed by law, particularly under Sections 438 (1) No. 2 (buildings and items used in buildings), 479 (1) (recourse claims), and 634a (1) No. 2 (construction defects) of the German Civil Code (BGB), in cases of intent, fraudulent concealment of a defect, or non-compliance with a guarantee of quality. Statutory provisions regarding suspension, interruption, and recommencement of limitation periods shall remain unaffected.

3. The Customer must notify the Supplier of defects in writing without undue delay and no later than seven (7) days after discovery.

4. In the event of a notice of defect, the Customer may withhold payments only to an extent that is reasonably proportionate to the defect concerned. The Customer may withhold payments only if the validity of the defect claim is beyond reasonable doubt. The Customer shall have no right of retention if its defect claims are time-barred. If a notice of defect proves to be unjustified, the Supplier shall be entitled to reimbursement of the expenses incurred.

5. The Supplier shall be given the opportunity to provide subsequent performance within a reasonable period of time.

6. If subsequent performance fails, the Customer may, without prejudice to any claims for damages pursuant to Clause 10, withdraw from the contract or reduce the remuneration accordingly.

7. Claims for defects shall not apply in cases of insignificant deviations from the agreed quality, insignificant impairment of usability, normal wear and tear, or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground, or special external influences not assumed under the contract. The same shall apply to non-reproducible software errors. If the Customer or third parties carry out improper modifications or repair work, no claims for defects shall arise in respect of such modifications or their consequences.

8. Claims by the Customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, shall be excluded insofar as such expenses increase because the delivered item has subsequently been moved to a location other than the Customer’s place of business, unless such relocation corresponds to the intended use of the item.

9. Recourse claims by the Customer against the Supplier pursuant to Section 478 BGB (entrepreneur’s recourse) shall exist only to the extent that the Customer has not entered into agreements with its own customer that go beyond the statutory defect claims. Clause 8 shall apply accordingly to the scope of such recourse claims pursuant to Section 478 (2) BGB.

10. Claims for damages by the Customer arising from a defect in quality are excluded. This shall not apply in cases of fraudulent concealment of a defect, breach of a guarantee of quality, injury to life, body, health, or freedom, or in the event of intentional or grossly negligent breach of duty by the Supplier. The above provisions shall not result in any change in the burden of proof to the disadvantage of the Customer. Any further or additional claims of the Customer arising from a defect in quality other than those expressly regulated in this Section VIII are excluded.

VIII. Intellectual Property Rights and Copyrights; Defects in Title

1. Unless otherwise agreed, the Supplier shall be obliged to provide the Delivery free from third-party intellectual property rights and copyrights (hereinafter referred to as “Intellectual Property Rights”) only in the country of the place of delivery. If a third party asserts justified claims against the Customer based on an infringement of Intellectual Property Rights arising from Deliveries provided by the Supplier and used in accordance with the contract, the Supplier shall be liable to the Customer within the limitation period specified in Section VIII, Clause 2, as follows:

   a) At its own discretion and expense, the Supplier shall either obtain a right of use for the relevant Deliveries, modify them so that the Intellectual Property Right is no longer infringed, or replace them. If this is not possible for the Supplier under reasonable conditions, the Customer shall be entitled to the statutory rights of withdrawal or reduction of the purchase price.

   b) The Supplier’s obligation to pay damages shall be governed by Section XI.

   c) The Supplier’s aforementioned obligations shall apply only if the Customer immediately informs the Supplier in writing of any claims asserted by a third party, does not acknowledge any infringement, and leaves all defensive measures and settlement negotiations to the Supplier. If the Customer discontinues the use of the Delivery for reasons of damage mitigation or other important reasons, the Customer shall inform the third party that such discontinuation does not constitute an acknowledgment of any infringement of Intellectual Property Rights.

2. Any claims by the Customer shall be excluded to the extent that the Customer is responsible for the infringement of the Intellectual Property Rights.

3. Claims by the Customer shall also be excluded if the infringement results from specific requirements imposed by the Customer, from a use not foreseeable by the Supplier, or from the fact that the Delivery has been modified by the Customer or used together with products not supplied by the Supplier.

4. In the event of an infringement of Intellectual Property Rights, the provisions of Section VIII, Clauses 4, 5, and 9 shall apply accordingly to the Customer’s claims regulated under Clause 1(a).

5. In the event of other defects in title, the provisions of Section VIII shall apply accordingly.

6. Any further or additional claims of the Customer against the Supplier or its agents arising from a defect in title, other than those expressly regulated in this Section IX, shall be excluded.

IX. Impossibility of Performance; Contract Adjustment

If unforeseeable events within the meaning of Section IV, Clause 2 significantly alter the economic significance or content of the Delivery or have a substantial impact on the Supplier’s business operations, the contract shall be adjusted appropriately in accordance with the principles of good faith and fair dealing. If such an adjustment is not economically reasonable, the Supplier shall have the right to withdraw from the contract. Should the Supplier intend to exercise this right of withdrawal, it shall notify the Customer without undue delay after becoming aware of the significance of the event, even if an extension of the delivery period had previously been agreed with the Customer.

X. Other Claims for Damages; Limitation Period

1. Any claims for damages by the Customer, regardless of the legal basis, in particular claims arising from breaches of contractual obligations or from tort, shall be excluded.

2. This shall not apply where liability is mandatory by law, for example under the German Product Liability Act (Produkthaftungsgesetz), in cases of intent, gross negligence, injury to life, body, or health, or breach of essential contractual obligations. However, compensation for the breach of essential contractual obligations shall be limited to the foreseeable damage typical for the contract, unless liability arises from intent, gross negligence, or injury to life, body, or health. The foregoing provisions shall not result in any change to the burden of proof to the detriment of the Customer.

3. To the extent that the Customer is entitled to claims for damages, such claims shall become time-barred upon expiration of the limitation period specified in Section VIII, Clause 2. The same shall apply to claims by the Customer in connection with measures taken to prevent or mitigate damage (e.g., product recalls). Claims for damages under the German Product Liability Act shall be subject to the statutory limitation periods.

XI. Jurisdiction and Applicable Law

1. If the Customer is a merchant, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier’s registered place of business. However, the Supplier shall also be entitled to bring legal proceedings at the Customer’s place of business.

2. The legal relationship in connection with this contract shall be governed by the substantive laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XII. Severability of the Contract

The contract shall remain binding in all other respects even if individual provisions are found to be legally invalid or unenforceable.

This shall not apply if maintaining the contract would impose an unreasonable hardship on one of the parties.