General Terms and Conditions

The EUTECT GmbH
Status June 2016

General Terms and Conditions of EUTECT GmbH as at July 2016

1. SCOPE OF APPLICATION

EUTECT GmbH (hereinafter referred to as EUTECT) provides all deliveries and services to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) only on the basis of the following General Terms and Conditions. Supplementary and deviating terms and conditions of the customer are not recognised. This also applies if EUTECT provides services without reservation in the knowledge of conflicting or deviating terms and conditions of the contractual partner.
<p class="“bodytext“">2. OFFER AND CONCLUSION OF CONTRACT</p>
2.1 Initial offers and design work (sketches) are generally submitted free of charge and without any liability. Further offers and design work shall only be carried out free of charge if the supply contract is and remains legally effective.

2.2 The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. EUTECT reserves all property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties.

2.3 A contract is only concluded when the customer's order has been confirmed in writing by EUTECT or conclusively accepted by the provision of the contractually agreed service or the issue of an invoice.

3. PRICES, PAYMENT, OFFSETTING (PRICE LIST INSTALLATION AND SERVICE CONDITIONS)

3.1 The agreed price is decisive in each case. If no such price has been expressly agreed, the general prices of EUTECT for the provision of deliveries and services at the time of conclusion of the contract shall apply. Unless otherwise stated, the prices are net prices, i.e. excluding statutory VAT. Packaging, transport and insurance costs as well as all other ancillary costs shall be charged separately.

3.2 For deliveries or services that are not to be delivered or provided within a period of four months after conclusion of the contract, EUTECT has the right to adjust the price in accordance with increases in labour and material costs that have occurred in the meantime if the delay is due to reasons for which EUTECT is not responsible.

3.3 Payments are to be made net within 14 days of the invoice date, unless the parties have agreed otherwise. Payment is deemed to have been made on the day on which EUTECT can dispose of the amount owed. If cheques are accepted, payment is deemed to have been made when the cheque has been cashed and finally credited to EUTECT within a reasonable period after presentation.

3.4 In the event of late payment, EUTEC shall be entitled to claim interest on arrears to the extent stipulated by law. The right to claim higher interest on other legal grounds remains reserved.

3.5 If a significant deterioration in the financial circumstances of the customer occurs after conclusion of the contract or if such a deterioration in the financial circumstances becomes apparent after conclusion of the contract and EUTECT's payment claims are jeopardised as a result, EUTECT is entitled to refuse further execution of the contract until the customer provides the consideration or security for it.

3.6 Payments by the customer shall always be offset against claims already due in accordance with Sections 366 (2), 367 BGB, unless the customer stipulates otherwise.

3.7 Offsetting a claim of the customer against claims of EUTECT is only permitted if the customer's claim has been recognised by EUTECT, is undisputed or has been legally established, unless the customer's claim to be offset relates to defect rectification or completion costs or to claims for damages from the same legal relationship from which the EUTECT claim arose.

3.8 For additional services and performances that are not based on a written offer, the prices regulated in the current Assembly & Service Terms and Conditions, which are available on request, shall be deemed agreed.

3.9 The assignment of claims arising from this contractual relationship is only permitted with the prior written consent of EUTECT. There is no entitlement to the granting of such consent. § Section 354a HGB remains unaffected.

4. DEADLINES AND DATES

4.1 The agreed delivery periods or completion periods shall not commence until all technical issues necessary for the fulfilment of the service have been clarified. Compliance with the agreed delivery periods or completion deadlines is conditional upon the fulfilment of the customer's contractual obligations.

4.2 In the event of non-compliance with agreed deadlines, the customer must grant EUTECT a reasonable grace period in writing to provide the contractual service owed. 4.3 In cases of force majeure, labour disputes and similar events for which EUTECT is not responsible, the performance period of EUTECT shall be extended appropriately. If the events preventing performance last longer than 3 months, either contracting party may withdraw from the contract. The parties shall endeavour to adapt the contract to the economic interests of the parties before withdrawing from the contract. Statutory cancellation rights that have already come into effect remain unaffected. EUTECT shall not be liable for delays in performance due to events for which EUTECT is not responsible and shall not reimburse any expenses or damages incurred as a result.

4.4 Subsequent requests by the customer for changes or additions agreed with EUTECT shall lead to a reasonable extension of agreed deadlines and periods.

4.5 EUTECT is authorised to make reasonable partial deliveries or provide partial services. Early deliveries or services are permitted unless expressly agreed otherwise.

4.6 If the customer is in default of acceptance, EUTECT may demand compensation for the usual storage costs and compensation for other additional expenses for the storage and preservation of the contractual object. Furthermore, the risk of accidental loss or accidental deterioration is transferred to the customer at the time at which the customer is in default of acceptance. Further statutory claims of EUTECT remain unaffected by this.

4.7 EUTECT is liable for debtor default for which it is responsible in accordance with Section 7.

5. OBLIGATIONS OF THE CUSTOMER TO CO-OPERATE

5.1 If the provision of agreed services requires the cooperation of the customer, the customer must ensure that EUTECT is provided with all necessary and appropriate information and data in good time and in the required quality. In the case of programming work, the customer shall provide EUTECT with the necessary computer performance, test data and data acquisition capacities in good time and to a sufficient extent. The customer undertakes to provide a free VPN access with full access to the machine in accordance with data protection upon first request. The customer undertakes to provide a free FTP server that complies with data protection regulations upon first request and to operate it at its own expense. The customer shall ensure that all parties involved in a project have access to the server and that all relevant project data is stored there.

5.2 If the customer does not fulfil its obligations to cooperate, does not fulfil them in full or does not fulfil them on time, the performance period of EUTECT shall be extended accordingly until the customer fulfils its obligations to cooperate. Furthermore, the customer must compensate EUTECT for any expenses and damages caused by this, unless the customer is not responsible for the breach of duty.

6. WARRANTY AND WARRANTY RIGHTS

6.1 Any claims for defects for new items shall become statute-barred within 12 months of delivery of the contractual item. This provision shall not apply insofar as the law prescribes longer limitation periods, as well as for liability for damages resulting from injury to life, body or health and for liability for such damages that are based on an intentional or grossly negligent breach of duty. The limitation period for recourse claims according to § 478 BGB remains unaffected.

6.2 Any defects must be reported to EUTECT in writing within a reasonable period of time. Otherwise the assertion of claims for defects is excluded.

6.3 The customer may only claim damages in accordance with the following Section 7.

6.4 Product warranties, performance commitments, performance guarantees and conformity or safety certificates from the manufacturer that are passed on as part of the delivery and whose author is not EUTECT do not constitute EUTECT's own warranty declaration or commitments.

6.5 Parts replaced as part of the subsequent fulfilment or subsequent delivery become the property of EUTECT and must be returned by the customer at EUTECT's expense on request.

6.6 The provisions of Clause 7 shall also apply to warranty claims for damages.

7. LIABILITY

7.1 EUTECT is liable for damages and for reimbursement of futile expenses within the meaning of Section 284 BGB (hereinafter "damages") due to defects or due to the breach of other contractual or non-contractual obligations, in particular from unauthorised action, only in the event of intent or gross negligence. The above limitation of liability shall not apply in the event of injury to life, limb or health, the assumption of a guarantee or a procurement risk, the breach of material contractual obligations or liability under the Product Liability Act.

7.2 Compensation for damages due to breach of material contractual obligations is limited to compensation for typical contractual damages that EUTECT should have foreseen as a possible consequence upon conclusion of the contract due to circumstances recognisable to ETUECT, unless there is intent or gross negligence or liability due to injury to life, limb or health, the assumption of a guarantee or a procurement risk and in accordance with the Product Liability Act.

7.3 Material contractual obligations within the meaning of Clauses 7.1 and 7.2 are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

7.4 Typical contractual, foreseeable losses within the meaning of Section 7.2 are: a) per loss event: losses up to a maximum of the net remuneration of the affected contract. b) per calendar year: losses up to a maximum of the net turnover for which the customer purchased products or services from EUTECT in the previous calendar year. In the first year of the contract, damages up to a maximum of the net sales for which the customer purchased services from EUTECT up to the occurrence of the claim. In any case, typical contractual losses within the meaning of Section 7.2 do not include indirect losses (e.g. loss of profit or losses resulting from production interruptions).

7.5 Irrespective of Section 7.3, the economic circumstances of EUTECT, the type, scope and duration of the business relationship, any causation and/or fault contributions of the customer in accordance with Section 254 BGB and a particularly unfavourable installation situation of the subject matter of the contract must be taken into account appropriately in favour of EUTECT when determining an amount that EUTECT must pay to the customer as damages. In particular, the replacement services, costs and expenses that EUTECT is to bear must be in reasonable proportion to the value of the contractually agreed service.

7.6 All limitations of liability apply to the same extent to EUTECT's vicarious agents and assistants.

7.7 A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

8. RESERVATION OF TITLE

8.1 EUTECT retains ownership of all delivered items until all claims arising from the delivery contract have been paid in full.

8.2 The customer is obliged to treat the subject matter of the contract with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value if the subject matter of the contract has a value of more than EUR 10,000.00. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform EUTECT immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse EUTECT for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the loss incurred by EUTECT.

8.3 The customer is authorised to resell the reserved goods in the normal course of business. The customer hereby assigns to EUTECT the customer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with EUTECT (including VAT). This assignment applies regardless of whether the contractual object has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. EUTECT remains authorised to collect the claim itself. However, EUTECT will not collect the claim as long as the customer fulfils its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

8.4 The processing or transformation of the contractual object by the customer is always carried out in the name of and on behalf of EUTECT. In this case, the expectant right of the customer to the contractual object continues in the remodelled item. If the object of the contract is processed with other items that do not belong to EUTECT, EUTECT acquires co-ownership of the new item in the ratio of the objective value of the object of the contract to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportionate co-ownership to EUTECT and shall hold the resulting sole ownership or co-ownership in safekeeping for EUTECT. To secure EUTECT's claims against the purchaser, the purchaser also assigns such claims to EUTECT that accrue to it against a third party through the combination of the reserved goods with a property; EUTECT hereby accepts this assignment.

8.5 EUTECT undertakes to release the securities to which it is entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20 %.

8.6 EUTECT is entitled to all rights to all descriptions, plans, drawings, other documents or materials provided to the customer, in particular property rights and copyrights as well as the right to utilisation, reproduction and distribution.

9. RIGHTS OF USE TO SOFTWARE, THIRD-PARTY PROPERTY RIGHTS

9.1 All rights to software that is delivered to the customer or created for the customer, in particular copyrights, ancillary copyrights and related property rights, remain with EUTECT or the respective rights holders, subject to an express provision to the contrary in the contract. This also applies if the software was created according to specifications or with the cooperation of the customer.

9.2 If EUTECT requires the source code of software to be provided by the customer to fulfil the contract, the customer shall make this available to EUTECT for use free of charge.

9.3 The customer is prohibited from reproducing, distributing, passing on, modifying, translating, expanding and/or otherwise modifying the software provided by EUTECT, as well as decompiling and using the software as a basis for developing similar software, unless this is expressly permitted by contract or by law.

9.4 In all other respects, the separate licence conditions of the respective software shall apply, in particular for third-party software.

9.5 Subject to an express written agreement to the contrary, the customer only receives a simple right of use to software to the extent required by the purpose of the contract. Any use of the software that goes beyond the respective licence conditions of the manufacturer or EUTECT, the contractual agreements or the contractually stipulated purposes requires the written consent of EUTECT.

9.6 The customer may make the necessary backup copies for data backup unless the respective licence agreement provides otherwise. Backup copies on movable data carriers must be labelled as such and provided with the copyright notice of the original data carrier.

9.7 EUTECT reserves all claims, in particular the right to assert claims for damages, for each case of unlawful use that exceeds the simple right of use granted.

9.8 If a third party asserts claims that conflict with the simple right of use granted to the customer, the customer must inform EUTECT of this immediately in writing. The customer shall not recognise the claims of the third party without the consent of EUTECT. EUTECT shall defend the claims of the third party.

10 ACCEPTANCE

10.1 After completion of the services provided by EUTECT that require acceptance, the customer must satisfy itself that they have been properly performed and sign an acceptance report on request. The customer may not refuse acceptance due to insignificant defects.

10.2 By signing the contract, the customer recognises the contractual fulfilment of the agreed services.

10.3 Acceptance of the service shall be deemed to have taken place when the acceptance protocol is signed, but at the latest when the contractual object is (re)commissioned and/or utilised without complaint.

11 EXTENDED LIEN

EUTECT is entitled to a contractual lien on the items that have come into the possession of EUTECT in connection with the respective contract due to outstanding claims from the respective contract or the ongoing business relationship. EUTECT can also assert the contractual lien on the basis of claims from earlier services, insofar as they are connected with the item in question.

12 DATA PROTECTION, CONFIDENTIALITY

12.1 EUTECT draws the customer's attention to the fact that the data collected as part of the conclusion of the contract is collected, processed and used by EUTECT in compliance with the provisions of the German Federal Data Protection Act (BDSG) in order to fulfil the obligations arising from the contracts concluded with the customer. This data may also be transmitted to affiliated companies of EUTECT or to agents for the purpose of contract fulfilment and credit assessment.

12.2 The customer is obliged to treat all commercial and technical details that it receives or becomes aware of in the course of executing the contract as business secrets as long as EUTECT has not made them publicly accessible.

13 FINAL PROVISIONS

13.1 The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions. The German wording shall always be authoritative for the interpretation of contracts.

13.2 The place of fulfilment for deliveries and payments is the registered office of EUTECT.

13.3 The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including bills of exchange and cheque claims, shall be Tübingen. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany or relocates its registered office outside Germany after conclusion of the contract. EUTECT is optionally authorised to file suit at the customer's registered office.

ENVIRONMENTAL STATEMENT

EUTECT prioritises people and the environment. We are therefore committed to the resource-saving manufacture of our products and systematically identify energy-saving potential in production processes and transport. We are intensively involved with ecological alternatives for the selection of energy and raw material sources and with consistent approaches to waste avoidance and product recycling.