AGB -

TeleAlarm Europe GmbH
TeleAlarm SA

TeleAlarm Europe GmbH

General terms and conditions

Issuer: TeleAlarm Europe GmbH
Applicable in business dealings with entrepreneurs, legal entities under public law and public law special funds.
Date 01/2025

1. General
1.1 Deliveries by TeleAlarm Europe GmbH (hereinafter also referred to as “we” or the “Seller”) to third parties
(hereinafter also referred to as the “Purchaser”), as well as the associated services, are provided exclusively on
the basis of the following General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”).
Any terms and conditions that conflict with or deviate from our terms and conditions shall not apply unless we
have expressly agreed to their validity. These Terms and Conditions shall also apply if we conduct the delivery to
the Purchaser despite being aware of conflicting or deviating terms and conditions of the Purchaser.
1.2 Verbal agreements made prior to or at the time of conclusion of the contract shall only be valid if confirmed by us
in writing.
1.3 If the Purchaser does not accept our offer within two weeks of receipt, we shall be entitled to revoke it.
1.4 Cost estimates are non-binding and subject to a charge, unless expressly agreed otherwise.
1.5 These Terms and Conditions shall also apply to all future deliveries to the Purchaser until our new Terms and
Conditions come into effect.

2. Prices
2.1 Unless otherwise agreed, prices shall be calculated based on the list prices valid at the time of delivery, plus
applicable value-added tax (VAT). VAT will not be charged only in cases where the conditions for tax exemption of
export deliveries are met.
2.2 If no special agreement has been made, the prices relate to shipping under DAP terms, from the shipping point of
the delivering plant (Incoterms® 2020), excluding packaging.
2.3 We reserve the right to change our prices appropriately at our reasonable discretion (§ 315 German Civil Code) if,
after conclusion of the contract, cost reductions or cost increases occur, in particular due to changes in wage costs
(e.g. due to collective bargaining agreements) or material price changes. Evidence of such changes shall be
provided to the Purchaser upon request.
2.4 Replacement part deliveries and the return of repaired goods, insofar as these are not covered by the liability for
material defects, shall be made against payment of an appropriate flat-rate shipping and packaging fee in addition
to the remuneration for the service rendered by us.

3. Delivery; delivery periods; delay
3.1 The commencement of and compliance with agreed delivery periods shall be subject to the fulfillment of the
obligations to cooperate, in particular the timely provision of all items to be supplied by the Purchaser, including
documentation, approvals, inspections, releases, and compliance with agreed payment terms. If these
prerequisites are not duly fulfilled in good time, the delivery periods shall be extended accordingly; this shall not
apply if the delay is solely attributable to the Seller.

3.2 If non-compliance with delivery deadlines is due to force majeure, other disruptions beyond our control, or other
unforeseeable extraordinary circumstances – such as operational disruptions for which we are not responsible,
import/export bans, strikes, lockouts, unrest, war, civil war, mobilization, terror, official intervention, epidemics,
pandemics, natural disasters, flooding, exceptional weather events or the delayed delivery of essential raw or
construction materials, interruptions to shipping, interruptions or other significant disruptions to the energy supply
or comparable events – the agreed delivery time shall be extended by the duration of the disruption plus a
reasonable start-up period, provided that such circumstances hinder the Seller from fulfilling obligations on time.
This shall also apply if the aforementioned circumstances occur with upstream suppliers or in the event of
improper, in particular untimely delivery by our suppliers (self-supply). The Seller must inform the Purchaser
immediately upon occurrence of such a disruption and provide an estimate of its expected duration. If the
disruption lasts longer than three months after the originally agreed delivery date, either party may withdraw from
the purchase contract whose fulfillment is affected by the disruption. The withdrawal shall apply only to the
unfulfilled portion of the contract, unless the partial performance already rendered is of no use to the Purchaser.
Any consideration already provided by the Purchaser shall be refunded by the Seller without delay. The Purchaser
shall not be entitled to any claims for damages resulting from delivery delays not attributable to the Seller.

3.3 If we are in default with our delivery, the Purchaser shall, upon our request, declare within a reasonable period of
time whether they insist on delivery or intend to exercise other statutory rights.

3.4 Claims for damages by the Purchaser due to delay in delivery shall be governed by Section 9.

3.5 If the Purchaser is in default of acceptance or culpably breaches other obligations to cooperate, we shall be
entitled to claim compensation for any resulting damage, even without withdrawing from the contract.
Furthermore, we shall also be entitled to claim flat-rate costs of 0.5% of the net invoice value per week or part
thereof up to a maximum of 5% of the net invoice value of the goods not accepted on time for the additional costs
incurred as a result, including storage of the purchased goods. Proof of higher damages and further statutory
claims (in particular, among others, reimbursement of additional expenses, reasonable compensation,
termination) shall remain unaffected; however, this flat rate shall be offset against further claims for damages.
The Purchaser retains the right to prove that we have incurred no damage at all or only lesser damage than the
above-mentioned flat-rate compensation. We shall be entitled, after the unsuccessful expiration of a reasonable
acceptance deadline set by us, to dispose of the goods elsewhere and to supply the Purchaser within a reasonably
extended period. Further claims due to default of acceptance shall remain unaffected.

3.6 In the event of complete or partial refusal to perform on the part of the Purchaser (i.e. failure to accept bindingly
ordered goods), we shall be entitled, in the event of withdrawal or the assertion of a claim for damages for nonperformance, without prejudice to further statutory rights, to demand a flat-rate compensation amounting to 15%
of the net list price of the goods not accepted, unless the Purchaser proves that we have suffered no or lower
damages. We reserve the right to claim higher damages actually incurred.

3.7 Partial deliveries and corresponding invoices are permissible, unless they are unreasonable for the Purchaser.

4. Transfer of risk
4.1 Delivery shall be made under DAP terms, from the shipping point of the supplying plant (Incoterms® 2020),
unless expressly agreed otherwise.
4.2 At the request and expense of the Purchaser, we will insure deliveries against the usual transportation risks.

5. Complaints and notices of defects
5.1 The Purchaser is obligated to inspect the goods immediately for defects, incorrect deliveries, quantity
discrepancies, and transport damage. Complaints must be submitted in writing by the Purchaser without delay,
and at the latest 15 days after the transfer of risk. Carton labels, content labels and control slips enclosed with the
consignment must be submitted with the complaint. Other material defects must be reported by the Purchaser in
writing immediately upon discovery. Complaints regarding defects that could not be identified even with diligent
inspection within the aforementioned period must be submitted in writing without delay, but no later than one
week after discovery. If the Purchaser fails to give notice of defects in due time, the delivered goods shall be
deemed approved and claims for defects shall be excluded. The date of receipt of the complaint by us shall be
decisive in each case. If the Seller has fraudulently concealed the defect, the Seller may not invoke this Clause 5.1. The Purchaser bears the full burden of proof for the existence of the defect. §§ 477, 478 (1) of the German
Civil Code shall remain unaffected in the event of a final sale in the supply chain to a consumer.

5.2 If a notice of defects is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us
from the Purchaser, unless the Purchaser proves that the Purchaser is not at fault with regard to the unjustified
notice of defects.

6. Acceptance
The Purchaser may not refuse acceptance of deliveries due to minor defects.

7. Material defects/defects of title
7.1 In the event of a material defect within the limitation period, the cause of which already existed at the time of the
transfer of risk, we shall, at our discretion, either remedy the defect or deliver a defect-free item as subsequent
performance. The Seller is entitled to two attempts at subsequent performance.

7.2 Claims for material defects expire after 12 months. The above provision shall not apply where the law prescribes
longer limitation periods in accordance with §§ 438 Para. 1 No. 2 (buildings and items for buildings), 445b Para. 1
(right of recourse) and § 634a (construction defects) of the German Civil Code.

7.3 The limitation period for material defects begins
a) for products used in vehicle and engine equipment, at the time when the goods are put into use, i.e. in the case
of original equipment at the time of initial registration, in other cases at the time of installation, but no later than
6 months after delivery of the item (transfer of risk);
b) in all other cases upon delivery of the item (transfer of risk).

7.4 The limitation period shall not recommence due to subsequent performance.

7.5 If the subsequent performance fails, the Purchaser may – without prejudice to any claims for damages – withdraw
from the contract or reduce the remuneration in accordance with the statutory provisions.

7.6 Claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular transport,
travel, labor and material costs, shall be governed by the statutory provisions. However, such claims are excluded
insofar as the expenses increase because the item was subsequently transported to a location other than the
Purchaser’s place of business, unless such relocation corresponds to its intended use.

7.7 Claims for subsequent performance do not exist in the case of only minor deviations from the agreed quality or in
the case of only minor impairment of usability. Further rights shall remain unaffected by this.

7.8 The following are not deemed material defects:
– natural wear and tear;
– conditions or damage to the goods occurring after the transfer of risk due to improper handling, storage, or
installation, failure to follow installation or handling instructions, excessive strain, or improper use;
– conditions or damage resulting from force majeure, special external influences not assumed under the contract,
or use of the goods outside the intended or customary contractual use;
– non-reproducible software errors.
No claims for defects shall exist if the goods have been altered by third parties or through the incorporation of
components of third-party origin, unless there is no causal connection between the defect and the alteration. We
shall not be liable for the quality of the goods based on the design or the choice of material if the Purchaser has
specified the design or the material.

7.9 The Purchaser rights of recourse against us shall only exist to the extent that the Purchaser has not made any
agreements with their customers that go beyond the statutory claims for defects, e.g. goodwill arrangements.

7.10 Claims based on material defects, including recourse claims by the Purchaser, are excluded if the
Purchaser has had the defect rectified by a specialist workshop/service center not authorized by us.

7.11 Our liability for damages and reimbursement of futile expenses within the meaning of § 284 of the
German Civil Code due to material defects shall be otherwise governed by Section 9. Further rights to the
Purchaser due to defects are excluded. This does not apply to claims for damages, to claims arising from
guaranteed characteristics and in cases in which we have fraudulently concealed a defect.

7.12 The provisions of this Section 7 shall apply accordingly to defects of title, provided they do not
involve the infringement of third-party (intellectual) property rights.

8. Property rights and copyright
8.1 We shall not be liable for claims arising from the infringement of industrial property rights or copyrights of third
parties (hereinafter: Property Rights) if the Property Right is or was owned by the Purchaser or by a company in
which the Purchaser directly or indirectly holds a majority of the capital or voting rights.

8.2 We shall not be liable for claims arising from the infringement of Property Rights unless at least one right relevant
in the Property Right family has been published either by the European Patent Office or in one of the following
countries: the Federal Republic of Germany, France, Great Britain, Austria or the USA.

8.3 The Purchaser shall promptly inform us of any known (alleged) infringements of Property Rights or risks thereof
and, upon at our request, leave the conduct of legal disputes (including out-of-court proceedings) to us, insofar as
possible.

8.4 At our discretion, we shall be entitled to obtain a license for the product alleged to infringe Property Rights, modify
it so that it no longer infringes, or replace it with a similar product that does not infringe. If this is not possible for
us under reasonable conditions or within a reasonable period of time, the Purchaser shall be entitled to the
statutory rights of withdrawal, provided that the Purchaser has enabled us to conduct a modification. We shall also
have the right to withdraw from the contract under the aforementioned conditions. The provisions of Section
Fehler! Verweisquelle konnte nicht gefunden werden. apply accordingly. We also reserve the right to
take the measures available under this Section 8.4 Clause 1 and those at our discretion even if the infringement of
Property Rights has not yet been legally established or acknowledged by us.

8.5 Claims of the Purchaser shall be excluded if the Purchaser is responsible for the infringement of the Property Right
or if the Purchaser does not support us to a reasonable extent in the defense against claims of third parties.

8.6 Claims by the Purchaser shall also be excluded if the products are manufactured in accordance with the
Purchaser’s specifications or instructions or if the (alleged) infringement of the Property Right results from use in
conjunction with another item not originating from us or if the products are used in a manner which we could not
foresee.

8.7 Our liability for damages resulting from Property Right infringements shall be otherwise governed by Section 9.

8.8 Sections 7.10 and 7.11 shall apply accordingly to the limitation period for claims based on infringements of
Property Rights.

8.9 Any further or other claims of the Purchaser arising from the infringement of third-party Property Rights beyond
those set out in this Section 8 are excluded.

9. Claims for damages, liability
9.1 We shall only be liable for damages and reimbursement of futile expenses within the meaning of § 284 of the
German Civil Code (hereinafter collectively referred to as “damages”) arising from breaches of contractual or noncontractual obligations only:
(I) in the event of intent or gross negligence,
(II) in the event of negligent or intentional injury to life, limb or health,
(III) where a guarantee of quality or durability has been assumed,
(IV) in the event of negligent or intentional breach of essential contractual obligations (i.e. obligations the breach
of which jeopardizes the purpose of the contract and on the fulfillment of which the Purchaser regularly relies),
though in such cases, liability for simple negligence is limited to the typical and foreseeable damage under the
contract,
(V) where liability is mandatory under the Product Liability Act, or
(VI) on the basis of other mandatory liability.

9.2 Any further liability for damages beyond what is provided in Section 9 is excluded, irrespective of the legal nature
of the asserted claim. This applies particularly to claims for damages arising from culpa in contrahendo, other
breaches of duty or tortious claims for compensation of property damage pursuant to § 823 of the German Civil
Code.

9.3 Insofar as liability for damages against us is excluded or limited, this shall also apply to the personal liability of our
employees, representatives, and vicarious agents. In the event of fraudulent concealment of a defect or the
assumption of a guarantee, the rights of the Purchaser shall be determined solely by the statutory provisions or
the terms of the guarantee.

9.4 he above provisions do not entail a shift in the burden of proof to the detriment of the Purchaser.

10. Reservation of title
10.1 We reserve title to the delivered goods until all present and future claims arising from the business
relationship with the Purchaser have been fully settled.

10.2 If maintenance and inspection work is required on the goods subject to retention of title, the Purchaser must
carry this out in a timely manner and their own expense.

10.3 The Purchaser is entitled to process or combine our products within the scope of ordinary business
operations. We shall acquire co-ownership of the products resulting from the processing or combination in order to
secure our claims referred to in Section 10.1, which the Purchaser hereby assigns to us. The Purchaser shall store
the items subject to our co-ownership free of charge as a contractual ancillary obligation. The amount of our coownership share shall be determined by the ratio of the value of our product (based on the final invoice amount
including VAT) and the object created by the processing or combination at the time of processing or combination.

10.4 The Purchaser shall be entitled to resell the goods in the ordinary course of business, either for cash or under
retention of title The Purchaser hereby assigns to us, in full, all receivables and ancillary rights arising from the
resale of our products, whether or not the goods have been processed. The assigned receivables shall serve as
security for our claims under Section 10.1. The Purchaser is entitled to collect the assigned receivables. We may
revoke the Purchaser’s rights under this Section 10.4 if the Purchaser does not properly fulfill their payment
obligations to us, defaults on payment, suspends payment, or if the Purchaser applies for the opening of
insolvency proceedings or comparable proceedings for the settlement of debts against the Purchaser’s assets. We
may also revoke these rights if the Purchaser’s financial condition significantly deteriorates or is likely to
deteriorate, or if insolvency or over-indebtedness occurs.

10.5 Upon our request, the Purchaser must promptly inform us in writing with details of whom they have sold
goods in our ownership or co-ownership and to which claims the Purchaser is entitled from the resale. The
Purchaser shall also, at their own expense, provide us with publicly certified documents confirming the assignment
of those claims.

10.6 The Purchaser shall also, at their own expense, provide us with publicly certified documents confirming the
assignment of those claims. The Purchaser must notify us immediately of any seizures or other third-party
interference with goods or claims that are wholly or partially owned by us. The Purchaser shall bear all costs
necessary to remove third-party access to our retained or secured property and to recover the goods, to the
extent such costs are not recoverable from third parties.

10.7 If the total value of the securities held by us exceeds our claims by more than 10%, we shall, upon the
Purchaser’s request, release securities to that extent at our discretion.

11. Withdrawal
11.1 In the event of breach of contract by the Purchaser, in particular default in payment, we shall be entitled,
without prejudice to our other contractual and statutory rights, to withdraw from the contract after the expiry of a
reasonable grace period.

11.2 We shall be entitled to withdraw from the contract without setting a grace period if the Purchaser suspends
payments or applies for the opening of insolvency proceedings or similar debt settlement proceedings against the
Purchaser’s assets.

11.3 We shall also be entitled to withdraw from the contract without setting a grace period:
(I) if a significant deterioration in the financial circumstances of the Purchaser occurs or is imminent, thereby
endangering the fulfillment of payment obligations to us; or
(II) if the Purchaser is insolvent or over-indebted.

11.4 Following our declaration of withdrawal, the Purchaser shall immediately grant us or our authorized
representatives access to the goods subject to retention of title and return them to us. After providing appropriate
and timely notice, we may dispose of the goods subject to retention of title elsewhere to satisfy our due claims
against the Purchaser.

11.5 Any statutory rights and claims shall not be limited by the provisions of this Section 11.

12. Export control clause
12.1 The delivery of goods and services (fulfillment of the contract) is subject to the proviso that there are no
impediments opposing to such fulfillment due to national or international export control regulations, in particular
embargoes or other sanctions. The Purchaser undertakes to provide all information and documents required for
the export or transfer. Delays due to export inspections or approval procedures suspend deadlines and delivery
times. If the necessary approvals are not granted or if the delivery and service cannot be approved, the contract
shall be deemed not to have been concluded with respect to the affected parts.

12.2 We are entitled to terminate the contract without notice if such termination is necessary for compliance with
national or international legal provisions.

12.3 In the event of termination in accordance with Section 12.2, the assertion of damages or the assertion of
other rights by the Purchaser due to the termination is excluded.

12.4 When passing on the goods delivered by us (hardware and/or software and/or technology, including
associated documents, irrespective of the manner in which they are made available) or the work and services
rendered by us (including technical support of any kind) to third parties in Germany and abroad, the Purchaser
shall comply with the applicable provisions of national and international export and re-export control regulations.

13. Secrecy
13.1 All business or technical information originating from us (including features discernible from items or
software provided, and any other knowledge or experience) must be kept confidential from third parties as long
as, and to the extent that, such information is not demonstrably public knowledge or has not been designated by
us for resale by the Purchaser. Such information may only be disclosed within the Purchasers’s own company to
those individuals who are necessarily involved in its use and who are also bound to confidentiality; the information
shall remain our exclusive property. Such information may not be reproduced or used for commercial purposes
without our prior written consent. Upon our request, all information originating from us (including any copies or
records made) and any loaned items must be returned to us immediately and in full or destroyed.

13.2 We reserve all rights to the information specified in Section 13.1 (including copyrights and the right to
register industrial Property Rights such as patents, utility models, semiconductor protection, etc.).

14. Terms of payment
14.1 Unless otherwise agreed in writing, payment must be made within 30 days of the invoice date without any
deductions. However, we can also make the delivery dependent on payment step by step (e.g. by cash on delivery
or direct debit) or an advance payment.

14.2 We are entitled to offset payments against the oldest claim due.

14.3 If the payment deadline is exceeded, we shall be entitled to charge interest on arrears at a rate of 9
percentage points above the prime rate. The assertion of further damages is not excluded.

14.4 Payment by bill of exchange is only permitted with our prior agreement. Bills of exchange and checks shall
only be accepted on account of performance and shall be deemed payment only after they have been cashed. The
costs for cashing the bill of exchange or check shall be borne by the Purchaser.

14.5 If the Purchaser is in default of payment, we are entitled to demand immediate cash payment for all due and
undisputed claims arising from the business relationship. This right is not excluded by deferment or the
acceptance of bills of exchange or checks.

14.6 The Purchaser shall only have the right to offset counterclaims to the extent that such counterclaims are
undisputed, have been legally established, or are ready for decision after lis pendens.

14.7 The right to withhold payments or to offset them against counterclaims shall only apply to the extent that the
counterclaims are undisputed or legally established.

15. General provisions
15.1 Should any provision of these Terms and Conditions and the other agreements made be or become invalid,
the validity of the remaining provisions shall remain unaffected.

15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with contracts between us and
the Purchaser shall be Leipzig or, at our discretion, the Purchaser’s registered office if the Purchaser
– is a merchant or
– does not have a general domestic place of jurisdiction or
– relocates their domicile or usual place of residence outside Germany after conclusion of the contract, or if their
domicile or usual place of residence is unknown at the time the action is filed.
We are also entitled to appeal to a court which has jurisdiction for the registered office or a branch of the
Purchaser.

15.3 All legal relationships between us and the Purchaser shall be governed exclusively by German law to the
exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International
Sale of Goods (CISG).

TeleAlarm SA

General terms and conditions

Issuer: TeleAlarm SA
Applicable in business dealings with entrepreneurs, legal entities under public law and public law special funds.
Date 02/2016

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1. General
1.1 The following terms and conditions apply exclusively for our deliveries. Terms and conditions that are contrary to or deviating from our terms and conditions shall not apply, unless we have expressly agreed to their validity. The following terms shall also apply if we carry out the delivery to the purchaser, without reservation, in knowledge of terms and conditions of the customer contrary to or deviating from our terms and conditions.
1.2 Verbal agreements before or at the conclusion of the contract require our written confirmation to be effective.
1.3 If the purchaser does not accept our offer within a period of two weeks after receipt, we are entitled to revoke it.
1.4 Cost estimates are non-binding and subject to a charge, unless it has been expressly agreed otherwise.
1.5 These terms apply also for all future deliveries to the purchaser until the entry into force of our new terms of delivery.

2. Prices
2.1 Prices are calculated on the basis of the list prices valid at the time of delivery plus value added tax. A calculation of value added tax shall only be omitted in cases where the requirements for a tax exemption of export deliveries are met.
2.2 If no special agreement is made, the prices are DDP shipping point of the supplying plant (Incoterms ® 2010) excluding packaging.
2.3 We reserve the right to change our prices accordingly if after conclusion of the contract cost reductions or cost increases occur, in particular due to wage changes, e.g. as a result of collective agreements, or changes in material prices. We will substantiate these to the purchaser upon request.
2.4 Spare part deliveries and returns of repaired goods, insofar as these are not included in the warranty for defects, shall take place against payment of a reasonable postage and packing fee in addition to the remuneration of the service provided by us.

3. Delivery; delivery periods; default
3.1 The beginning of and the compliance with agreed delivery periods require the fulfilment of the duty of co-operation, in particular the timely receipt of all orders, documents, permits, inspections and approvals to be provided by the purchaser and the compliance with the agreed terms of payment by the purchaser. If these conditions are not properly fulfilled in good time, the delivery periods will be extended appropriately; this does not apply if the supplier is solely responsible for the delay.
3.2 If the non-compliance with the delivery periods is due to force majeure and other disruptions for which we are not responsible, e.g. war, terrorist attacks, import and export restrictions, including those affecting the suppliers, the agreed periods of delivery will be extended for the duration of the disruption. The same applies to industrial actions affecting us or our suppliers.
3.3 If we are in default with our delivery, the purchaser at our request must declare within a reasonable period of time whether they insist on delivery or shall assert their other statutory rights.
3.4 The purchaser may only withdraw from the contract in the case of delay in delivery within the context of statutory provisions if we are responsible for the delay.
3.5 Paragraph 9 shall apply for claims by the purchaser for compensation of damages due to delayed delivery.
3.6 If the purchaser is in default of acceptance or if they culpably violate other duties of co-operation, we are entitled to require compensation of the damages incurred by us in this respect including other additional expenses amounting to 0.5% of the price of the objects for delivery, however not exceeding a total of 5% of the price of the objects for delivery. The proof of higher or lower additional expenses shall remain unaffected for the contracting parties. Any further claims due to delay in acceptance shall remain unaffected.
3.7 Partial deliveries and corresponding billing are permissible unless they are unreasonable for the purchaser.

4. Transfer of risk
4.1 The delivery shall take place DDP shipping point of the supplying plant (Incoterms® 2010), unless expressly agreed otherwise.
4.2 At the request and expense of the purchaser, deliveries will be insured by us against the usual transport risks.

5. Complaints and notices of defects
5.1 Visible defects shall be notified immediately in writing, at the latest within 15 days after receipt of the goods by the purchaser. Carton stickers, content labels, and the check slips enclosed with the shipment are to be sent back with the complaint. Objections to other defects are to be raised immediately in writing by the purchaser upon discovery.
5.2 The receipt of the complaint by us is decisive.
5.3 If defects are notified in error, we are entitled to require that the purchaser compensates us for the expenses thereby incurred, unless the purchaser proves that they are not culpable with regard to the unjustified complaint.
5.4 In the event of late submission of the notice of the defect, claims shall be excluded.

6. Receipt
The purchaser may not refuse receipt of deliveries due to minor defects.

7. Material defects / defects of title
7.1 Claims based on material defects become time-barred in 12 months. The foregoing provision shall not apply if the law according to §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (recourse) and § 634a (structural defects) of the Civil Code (BGB) prescribe longer periods of limitation.
7.2 The limitation period for defects begins a) in the case of vehicle and engine equipment products, at the time when the goods are put into use, i.e. for original equipment with the initial registration, in other cases upon installation, but no later than 6 months after delivery of the item (transfer of risk);
b) in all other cases upon delivery of the item (transfer of risk).
7.3 If there is a material defect within the limitation period, the cause of which was already present at the time of transfer of risk, we may remedy the defect or deliver a defect-free item as supplementary performance at our discretion.
7.4 The limitation period does not begin again with the supplementary performance.
7.5 If the subsequent performance fails, the purchaser – without prejudice to any claims for compensation of damages – may withdraw from the contract or reduce the remuneration in accordance with the statutory provisions.
7.6 Claims of the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, work and material costs, shall be governed by the statutory provisions. They are however excluded insofar as the expenses are increased because the object of the delivery is subsequently to be brought to a place other than the place of business of the purchaser unless this complies with the intended use.
7.7 There shall be no supplementary performance claims in the case of insignificant deviations from the agreed characteristics or with only minor impairment of usability. Further rights remain hereby unaffected.
7.8 Material defects are not
– natural wear and tear;
– characteristics of the goods or damages, occurring after the transfer of risk due to improper handling, storage or installation, non-observance of installation and handling regulations or excessive operational demands or use;
– characteristics of the goods or damages arising due to force majeure, in particular external influences which are not provided for in the contract or resulting from the use of the goods outside the intended or ordinary use in accordance with the contract;
– non-reproducible software errors.
There shall be no claims for defects if the goods have been changed by third parties or by installation of parts of third-party origin, unless the defect does not have any causal connection with the change. We are not liable for the characteristics of the goods with regard to the construction or the choice of the material, if the customer has stipulated the construction or the material.
7.9 Statutory rights of recourse of the purchaser against us exist only to the extent that the purchaser did not make any agreements with their customer going beyond the statutory claims for defects, e.g. goodwill regulations.
7.10 Claims due to defects including recourse claims of the purchaser are excluded, insofar as the purchaser has had the defect remedied by a professional workshop/service centre not authorised by us.
7.11 Paragraphs 7.3, 7.6, 7.7 shall not apply if our product was demonstrably sold to a consumer without processing or installation into another article by the purchaser or customer of the purchaser.
7.12 Our obligation to pay compensation for damages and reimbursement of futile expenses within the context of § 284 BGB due to material defects shall in all other respects be governed by paragraph 9. Claims of the purchaser beyond or different from those regulated in this paragraph 7 due to material defects shall be excluded.
7.13 The provisions of this paragraph 7 shall apply correspondingly for defects of title that are not based on the infringement of property rights of third parties.

8. Industrial property rights and copyrights
8.1 We are not liable for claims resulting from infringement of industrial property rights or copyrights of third parties (hereinafter: property rights) if the purchaser or a company in which they directly or indirectly hold the majority of the shares or voting rights own/owns/owned the copyrights.
8.2 We are not liable for claims arising from the infringement of property rights unless at least one property right from the family of property rights is published either by the European Patent Office or in one of the States of the Federal Republic of Germany, France, Great Britain, Austria or the United States.
8.3 The purchaser must inform us immediately of any (alleged) violations of property rights or related risks of which they become aware and – where possible – to cede the management of litigation (also out of court) to us at our request.
8.4 We are entitled at our discretion to obtain a utilisation right for the product infringing a property right or to modify it so that it no longer violates the property right, or to replace it with a similar product that no longer infringes the property right. If this is not possible for us under appropriate conditions or in an appropriate period, the purchaser shall be entitled to the statutory rights of withdrawal, if they have enabled us to carry out a modification. Under the specified conditions we are also entitled to a right of withdrawal. The regulation of paragraph 7.9 shall apply correspondingly. We reserve the right to take the measures which are available to us in accordance with this paragraph 8.4 sentence 1 also if the property right violation is not yet legally established or acknowledged by us.
8.5 Claims of the purchaser are excluded if they are responsible for the property right violation, or they do not support us to an appropriate extent with the defence of claims of third parties.
8.6 Claims of the purchaser are also excluded if the products are manufactured in accordance with the specification or the instructions of the purchaser or the (alleged) violation of the property right is derived from use in conjunction with another article not originating from us or the products are used in a way that we could not foresee.
8.7 Our obligation to pay compensation of damages for violation of property rights shall otherwise be governed by paragraph 9.
8.8 Paragraphs 7.1 and 7.2 shall apply correspondingly to the limitation of claims as a result of violation of property rights. Paragraphs 7.1 and 7.2 shall apply correspondingly to the limitation of claims as a result of violation of property rights.
8.9 Claims of the purchaser beyond or different from those regulated in this paragraph 8 due to violation of property rights shall be excluded.

9. Damage compensation claims
9.1 We shall be liable for payment of compensation for damages and reimbursement of futile expenditures within the context of § 284 BGB (hereinafter “damage compensation”) due to violation of contractual or extra-contractual obligations only
(I) in case of wilful intent or gross negligence,
(II) in case of negligent or deliberate injury of life, body or health,
(III) due to the assumption of a quality or a durability guarantee,
(IV) in case of negligent or deliberate violation of substantial contract obligations,
(V) due to mandatory liability in accordance with product liability law or (VI) due to other mandatory liability.
9.2 Damage compensation for the violation of substantial contractual obligations is however limited to contract-typical, foreseeable damage unless due to wilful intent or gross negligence or injury of life, body or health or the assumption of a quality guarantee.
9.3 Further liability for damage compensation as designated in paragraph 9 is excluded regardless of the legal nature of the asserted claim. This applies in particular to claims for damages due to fault at contract conclusion, for other breaches of duty or tortious claims for compensation of material damage in accordance with § 823 BGB.
9.4 Insofar as our liability for damages is excluded, this also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
9.5 The above rulings do not constitute any change of the burden of proof to the disadvantage of the purchaser.

10. Retention of title
10.1 We retain title to the delivered goods until the complete fulfilment of all claims due to us and still arising from the business relationship.
10.2 If maintenance and inspection work is required to the goods subject to our retention of title, the customer must perform this in good time at their own expense.
10.3 The purchaser is entitled to process or combine our products within the framework of its usual business operations. We shall acquire co-ownership of the products resulting from the processing or combining, as collateral for our claims referred to in paragraph 10.1, which the customer already assigns to us now. The purchaser shall keep the goods subject to our co-ownership free of charge as a secondary contractual obligation. The amount of our co-ownership share shall be determined according to the ratio of the values that our product (calculated according to the final invoice amount including VAT) and the object resulting from the processing or combining have at the time of processing or combining.
10.4 The purchaser is entitled to resell by way of a proper business transaction against cash payment or subject to retention of title. The purchaser shall already now assign to us in full all claims with ancillary rights due to them from the resale of our product, regardless of whether our product was processed or not. The assigned claims shall serve to secure our claims under paragraph 10.1. The purchaser is entitled to collect the assigned claims. We may revoke the rights of the purchaser according to this paragraph 10.4 if the purchaser does not duly fulfil their payment obligations to us, becomes in arrears, cancels their payment, or if the purchaser requests the opening of insolvency proceedings or comparable proceedings over their assets for debt settlement purposes. Also, we may revoke the rights of the purchaser in accordance with this paragraph 10.4 if a significant deterioration of the financial circumstances of the purchaser occurs or threatens to occur or the purchaser is in a state of insolvency or over-indebtedness.
10.5 At our request the purchaser must immediately inform us in writing, to whom they have sold the goods which are in our ownership or co-ownership and to which claims they are entitled from the resale, as well as to issue us at their own cost publicly certified documents of the assignment of receivables.
10.6 The purchaser is not entitled to other disposals of items for which we reserve retention of title or co-ownership or of claims assigned to us. The purchaser must immediately notify us of seizures or other legal impairments of objects or claims wholly or partially owned by us. The purchaser shall bear all costs that must be expended in order to remove third party access to our reserved or collateral property and for a recovery of the objects, insofar as they can not be collected from third parties.
10.7 If the total value of the collateral existing on our behalf exceeds our claims by more than 10%, we will release collateral in this respect at the request of the purchaser at our discretion.

11. Withdrawal
11.1 In case of behaviour of the purchaser contrary to the terms of the contract, in particular for default of payment, we are entitled to withdraw from the contract after a reasonable grace period, without prejudice to our other contractual and legal rights.
11.2 We shall be entitled without setting a grace period to withdraw from the contract if the purchaser cancels their payments or requests the opening of insolvency proceedings or comparable proceedings over their assets for the settlement of debts.
11.3 We are also entitled to withdraw from the contract without setting a grace period,
(I), if a significant deterioration of the financial circumstances of the purchaser occurs or threatens to occur and thereby the fulfilment of a payment obligation towards us is at risk, or
(II) if the purchaser is in a state of insolvency or over-indebtedness.
11.4 The purchaser must grant us or our representatives immediate access to the goods that are subject to retention of title after declaration of withdrawal and surrender them. After appropriate timely announcement, we may otherwise exploit the articles subject to retention of title in order to satisfy our due claims against the purchaser.
11.5 Statutory rights and entitlements shall not be limited by the regulations contained in this paragraph 11.

12. Export control clause

12.1 The deliveries and performances (contractual fulfilment) shall be subject to the reservation that no obstacles oppose the fulfilment due to national or international export control regulations, in particular embargoes or other sanctions. The purchaser undertakes to supply all information and documents which are needed for export or shipment. Delays due to export examinations or licensing procedures shall invalidate deadlines and delivery times. If necessary permissions are not granted, or if the delivery and performance are not approvable, the contract regarding the parts concerned shall be deemed not concluded.
12.2 We are entitled to terminate the contract without a notice period if the termination is necessary for us for adherence to national or international legislation.
12.3 In the case of a termination in accordance with paragraph 12.2, the assertion of damages or the assertion of other rights by the purchaser due to the termination is excluded.
12.4 When passing on the goods supplied by us (hardware and/or software and/or technology as well as pertinent documents, regardless of the manner of provision) or the work and services furnished by us (including technical support of any kind) to third parties domestically and abroad, the purchaser shall comply with the respectively applicable regulations of national and international (re-)export control law.

13. Confidentiality

13.1 All business or technical information originating from us (including features which are derivable from any exchanged items or software, and any other knowledge or experience), as long and insofar as it is not demonstrably publicly known or specified by us for resale by the purchaser, shall not be disclosed to third parties, and may only be made available to such persons in the purchaser’s company who must necessarily be consulted for its appropriation and who are also bound to maintain its confidentiality; it remains our exclusive property. Such information may not be reproduced or used commercially without our prior written consent. Upon our request, all information originating from us (if necessary including any copies or records made) and items provided on loan shall be immediately and fully returned to us or destroyed.
13.2 We reserve all rights to the information referred to in paragraph 13.1 (including intellectual property rights and the right to the registration of industrial property rights, such as patents, utility models, semiconductor protection, etc.).

14. Terms of payment

14.1 Unless otherwise agreed in writing, payment shall be made within 30 days of the invoice date without any deductions. We may however also make delivery dependent on payment, pari passu (e.g. by cash on delivery or bank debit) or advance payment.
14.2 We shall be entitled to set off payments against the oldest due receivables.
14.3 We are entitled to charge default interest in the amount of 8 percentage points above the base interest rate in case of exceedance of the payment deadline. The assertion of further damages is not excluded.
14.4 Payment by bills of exchange is only permissible after prior agreement with us. Bills of exchange and cheques will only be accepted by us by way of provisional performance and are only valid as payment after their redemption. The purchaser shall bear the costs for the redemption of the
bill of exchange or cheque.
14.5 If the purchaser is in default of payment, we are entitled to demand immediate cash payment on all due and undisputed claims arising from the business relationship. This right will not be excluded by a deferral or the acceptance of bills of exchange or cheques.
14.6 The purchaser is only entitled to offset counterclaims to the extent that their
counterclaims are undisputed, legally established or ready for adjudication
after lis pendens.
14.7 The purchaser is only entitled to withhold payments or to offset against counterclaims to the extent that their counterclaims are undisputed or legally established.

15. General provisions

15.1 If any provision of these terms and conditions and further agreements be or become invalid, the validity of these terms and conditions shall otherwise not be affect. The contracting parties undertake to replace the invalid provision with a provision coming as close as possible to the invalid provision in terms of economic intention.
15.2 The court of jurisdiction is La Chaux-de-Fonds (Neuenburg, CH) or at our discretion the registered office of the business premises which execute the order, if the purchaser
– is a business person, or
– has no general domestic court of jurisdiction, or
– after conclusion of the contract has moved their domicile or usual place of
residence abroad or their domicile or usual place of residence is not known at the time of filing of the lawsuit.
We are also entitled to invoke a court which is responsible for the registered office or a branch of the purchaser.
15.3 German law shall apply exclusively to all legal relationships between us and the customer, with the exclusion of the conflict of laws and the Convention of the United Nations on contracts for the international sale of goods (CISG).