This is a convenience translation. The German version is the legally binding one.

General Terms and Conditions (AGB)

§ 1 General

(1) The following terms of sale and delivery apply exclusively to all deliveries and other services; they apply only vis-à-vis entrepreneurs (Unternehmer) within the meaning of Section 310 (1) in conjunction with Section 14 of the German Civil Code (Bürgerliches Gesetzbuch).

(2) Deviating terms of the buyer that the seller does not expressly acknowledge are non-binding, even if the seller does not expressly object to them.

(3) The inclusion and interpretation of these terms of sale and delivery, as well as the conclusion and interpretation of the legal transactions with the buyer itself, are governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods (UN-Kaufrecht/CISG) is excluded.

(4) The invalidity of individual provisions of this contract or of its components shall not affect the validity of the remaining provisions. Within the bounds of what is reasonable and in good faith (Treu und Glauben), the contracting parties are obliged to replace an invalid provision with a valid provision equivalent to it in economic effect, provided that this does not bring about a material change to the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.

(5) The place of performance (Erfüllungsort) for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of the seller.

(6) The place of jurisdiction (Gerichtsstand) is the court competent for the seller's registered office, insofar as the buyer is a merchant (Kaufmann). The seller is also entitled to bring an action before a court that is competent for the registered office or a branch of the buyer.

(7) The following terms apply both to deliveries of goods ("goods") and to services rendered or software licences granted.

§ 2 Offers, scope of services and conclusion of contract

(1) Contract offers of the seller are non-binding (freibleibend).

(2) The seller's order confirmation (Auftragsbestätigung) is solely decisive for the scope of the contractually owed performance.

(3) The seller reserves the right to make changes to hardware or software components, provided that these changes contradict neither the order confirmation nor the buyer's specification. The buyer will furthermore agree to further change proposals of the seller, insofar as these are reasonable for the buyer and the originally intended purpose of the purchased item is essentially fulfilled. This applies in particular also to software products created by the seller or adaptations to software products.

(4) Partial deliveries are permissible.

(5) The documents underlying the offer or the order confirmation, such as illustrations, drawings, dimensions and weights, are generally to be understood only as approximate values, unless they are expressly designated as binding.

§ 3 Prices and payment terms

(1) Prices apply ex Blieskastel, excluding packaging and other shipping, transport or travel expenses. Packaging is charged at cost and is only taken back if the seller is obliged to do so by mandatory statutory provision.

(2) If more than 4 months lie between conclusion of the contract and delivery without a delay in delivery being attributable to the seller, the seller may reasonably increase the price taking into account material, wage and other ancillary costs incurred that are to be borne by the seller. If the purchase price increases by more than 40%, the buyer is entitled to withdraw from the contract.

(3) If the seller accommodates change requests of the buyer, the additional costs arising therefrom will be invoiced to the buyer.

(4) In the event of a culpable exceeding of the payment deadline, interest at a rate of 8% above the applicable base interest rate (Basiszinssatz) will be charged, subject to the assertion of further claims.

§ 4 Set-off and retention

Set-off (Aufrechnung) and retention (Zurückhaltung) are excluded, unless the counterclaim is undisputed or has been established with legal force.

§ 5 Delivery period

The specification of a delivery date is made to the best of the seller's judgement and is extended appropriately if the buyer for his part delays or omits required or agreed acts of cooperation. The same applies in the case of measures in the context of industrial disputes, in particular strike and lockout, as well as upon the occurrence of unforeseen obstacles that lie outside the seller's control, e.g. delivery delay of an upstream supplier, traffic and operational disruptions, shortage of materials or energy, etc. Changes to the delivered goods initiated by the buyer also lead to an appropriate extension of the delivery period.

§ 6 Transfer of risk

The risk passes to the buyer as soon as the seller has made the goods available to the buyer and has notified the buyer thereof.

§ 7 Retention of title

(1) The seller retains title (Eigentumsvorbehalt) to the delivered goods until full payment has been made. The retention of title also applies until all claims arising from the business relationship between buyer and seller, including future and conditional claims, have been satisfied.

(2) The buyer is not authorised to transfer the goods by way of security or to pledge them, but is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to the seller in advance the claims against his business partners arising therefrom.

(3) If the goods are processed or transformed by the buyer, the retention of title also extends to the entire new item. The buyer acquires co-ownership in the fraction corresponding to the ratio of the value of his goods to that of the goods delivered by the seller.

(4) If the value of all securities existing in favour of the seller sustainably exceeds the existing claims by more than 10%, the seller will, at the buyer's request, release securities at the seller's discretion.

(5) The seller is entitled to assert the rights under the retention of title without withdrawing from the contract.

§ 8 Claims for defects

(1) If the purchase is a commercial transaction (Handelsgeschäft) for both parties, the buyer must examine the goods immediately upon receipt, insofar as this is practicable in the ordinary course of business, and, if a defect becomes apparent, notify the seller thereof without delay. If the buyer fails to give this notice, the goods are deemed approved, unless the defect is one that was not recognisable during the examination. In all other respects, Sections 377 et seq. of the German Commercial Code (HGB) apply.

(2) Claims for defects are limited to supplementary performance (Nacherfüllung). If supplementary performance fails, the buyer has the right, at his option, to demand a reduction of the remuneration or rescission of the contract.

(3) Further claims of the buyer, insofar as they do not result from an assumption of a guarantee, are excluded. This does not apply in cases of intent, gross negligence or breach of essential contractual obligations by the seller.

(4) Claims for defects become time-barred one year after delivery of the purchased item.

§ 9 Liability

Claims for damages by the buyer are excluded. This does not apply in cases of intent, gross negligence, breach of essential contractual obligations by the seller or assumptions of guarantees.

§ 9 Final provisions

(1) Should individual of the aforementioned terms be invalid due to statutory or other provisions, they shall be replaced by terms that come closest to the originally intended purpose and do not violate the provision causing the invalidity.