GENERAL DELIVERY AND PAYMENT CONDITIONS

I. Sales Terms for tempmate GmbH,

Wannenäckerstr. 41, 74078 Heilbronn

§ 1 General – Scope of Application

1. Our Sales Terms shall apply exclusively; we do not acknowledge any conditions from the customer that differ or deviate from our Sales Terms unless we have expressly agreed to them in writing. Our Sales Terms shall also apply if we effect delivery to the customer without reservation despite knowledge that the customer has conditions that differ or deviate from our Sales Terms.

2. Our salespersons are not authorized to make oral ancillary agreements or give assurances that extend beyond the written agreement.

3. Our Sales Terms shall only apply to companies in terms of § 310 para. 1 of the German Civil Code.

4. Force majeure, cessation of operations, production limitations, strikes, damage to production facilities, non-delivery or delayed delivery by upstream suppliers, official actions or similar, unforeseen events shall discharge us from fulfillment of concluded agreements. Damage claims by the customer shall not arise therefrom.


§ 2 Offer – Offer Documents

1. Our statements and promotional representations are not offers to conclude agreements but rather invitations – non-binding in content – to submit bids (“invitatio ad offerendum”). An agreement is deemed to exist only with written confirmation of an order or with delivery of the products.

2. Details concerning the delivery period shall be understood as estimated delivery times.

3. If the purchase order qualifies as an offer pursuant to § 145 of the German Civil Code, we may accept this offer within 2 weeks.

§ 3 Purchase of a tempmate-GS Data Logger

1. When a tempmate-GS data logger is purchased, the purchase refers exclusively to the data logger (hardware). We provide a platform (cloud solution) free of charge to evaluate and maintain the data recorded on the data logger. The customer must register on this platform to use said platform. After doing so, the customer can evaluate and maintain the data from the data logger by entering the relevant serial number for the data logger. You can find further information about our platform under our General Terms and Conditions for the platformset out at section II.

2. The Parties agree that the tempmate-GS data logger is not a substitute for any local systems, particularly humidity or temperature measurements. We therefore recommend that local systems also be used in addition to data loggers (e.g. thermometer).

§ 4 Provided Documents

We reserve ownership rights, intellectual property rights and copyrights for all documents provided to the customer relating to placement of the order, e. g. calculations, illustrations, etc. These documents may not be made available to third parties unless we provide the customer with our express written consent to do so. If we do not accept the customer’s offer within the period in § 2, these documents shall be returned to us without delay.

§ 5 Prices – Payment Terms

1. Unless otherwise agreed or provided for in the order confirmation, our prices shall apply “ex works”, excluding packaging; packaging shall be invoiced separately.

2. The statutory value-added tax is not included in our prices; the statutory amount shall be listed on the day of billing separately on the invoice.

3. The deduction of discounts requires a special written agreement.

4. Unless otherwise provided for in the order confirmation, the net purchase price (without deduction) shall be due within 14 days from the date of invoice. The legal rules concerning the consequences of default of payment shall apply.

5. The customer shall only be entitled to set-off rights if its counterclaims are adjudicated as final, undisputed or acknowledged by us or are in a close relationship of mutuality with our demand. Furthermore, the customer is only entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

§ 6 Delivery Period

1. The beginning of the delivery period specified by us assumes that all technical questions have been clarified between us and the customer.

2. Further, fulfilment of our delivery assumes that the customer has timely and properly fulfilled its obligation. The right to object to non-fulfilment of the contract shall remain reserved.

3. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect including any additional expenditures. Further claims or rights shall remain reserved.

4. If the conditions under section I., § 3 clause 3. exist, the risk of accidental loss or accidental deterioration of the product shall at that time transfer to the customer when he fell in default of acceptance or payment.

5. We accept liability in accordance with the legal requirements insofar as the underlying purchase agreement is a fixed date transaction in terms of § 286 para. 2 no. 4 of the German Civil Code or § 376 of the German Commercial Code. We also accept liability in accordance with the legal requirements provided that the customer is entitled to assert that its interest in fulfilling the agreement further has ended due to a delay in delivery for which we are responsible.

6. We further accept liability in accordance with the legal requirements provided that the delay in delivery is due to willful or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. Provided that the delay in delivery is caused by a negligent breach of contract for which we are responsible, our liability for damages shall be limited to foreseeable damages that typically occur.

7. We also accept liability in accordance with the legal requirements provided that the delay in delivery for which we are responsible is caused by the culpable breach of an essential contractual obligation; in this case, however, the liability for compensation is limited to foreseeable damages that typically occur.

8. Additional statutory claims and rights of the customer shall remain reserved.

§ 7 Transfer of Risk, Packaging Costs

1. Unless otherwise provided for in the order confirmation, the delivery is stipulated to be “ex works”.

2. If the product is shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the product shall transfer to the customer upon dispatch to the customer, at the latest when the products leave the factory/warehouse. This shall apply independent of whether the product is dispatched from the place of performance or who bears the freight charges.

3. Separate agreements shall apply to the taking back of packaging.

4. We shall cover the delivery with transport insurance if desired by the customer; the customer shall bear any costs that arise therefrom.

§ 8 Warranty, Compliance with Operating Instructions

1. The customer’s warranty claims require that the customer has properly fulfilled its obligations to examine and give notice of defects in accordance with § 377 of the German Commercial Code.

2. If a defect exists, we shall be entitled to make supplementary performance at our option in the form of remedial action or delivery of a new item free of defects. In the event of supplementary performance, we shall bear the necessary costs only up to the amount of the purchase price.

3. If supplementary performance fails, the customer is entitled, at its option, to demand rescission or price reduction. A failure to remedy shall only be assumed if we have been granted sufficient opportunity for rectification twice within a reasonable period, but the desired success is not achieved, rectification is not possible, we refuse to or unreasonably delay rectification, reasonable doubt exists concerning the prospect of success or rectification is unreasonable for other reasons.

4. The limitation period for defect claims is 12 months, calculated from the time of transfer of risk.

5. The limitations and shortening of limitation periods governed above shall not apply

i) to items that have not been used according to their customary use for a building, causing them to be defective,
ii) to damages arising to injury to life, body and health caused by a willful or negligent breach of duty on the part of the seller or a seller’s legal representative or vicarious agents,
iii) to other damages caused by a willful or gross negligent breach of duty on the part of the seller or a user’s legal representative or vicarious agents, or
iv) if the seller fraudulently conceals the defect.

6. The limitation period in the event of recourse against the supplier according to §§ 478, 479 of the German Civil Code shall remain unaffected.

7. The operating instructions must be observed for the respective product. The operating instructions are stored in the cloud solution and available at the following link: https://www.tempmate.com/help/

§ 9 Joint and Several Liability

We shall be liable to the customer as follows for all contractual, quasi contractual and legal claims as well as tort claims for damages and reimbursement of expenses:

1. The seller shall have unlimited liability on any legal ground

i) in cases of intent or gross negligence,

ii) for willful or negligent injury to life, body or health,
iii) due to a guarantee commitment, unless otherwise provided with respect thereto, and/ or
iv) based on mandatory liability such as the product liability law.

2. In the case of breach of an essential contractual obligation, liability is limited to the foreseeable damages typical for the contract provided that unlimited liability is not assumed pursuant to the clause above. Fundamental contractual obligations are obligations that, according to their content, the agreement imposes upon the seller to achieve the purpose of the agreement, the fulfillment of which is only made possible through proper implementation of the contract and the observance of which the customer may ordinarily rely upon.

3. We shall otherwise be exempt from liability.

4. The abovementioned limitation shall also apply insofar as the customer demands useless expenses in lieu of performance instead of a claim for damages.

5. Insofar as our liability for compensation is excluded or restricted, this shall also apply with respect to personal liability for compensation on the part of our employees, workers, personnel representatives and vicarious agents.

§ 10 Guarantee of Retention of Title

1. We shall retain ownership of the product until all payments have been made under the supply agreement. We shall be entitled to take the product back should the customer act in a way that is contrary to the agreement, particularly in the case of default in payment. Our taking the product back means a rescission of the agreement. We shall be entitled to use the product after it is taken back. The utilization proceeds shall be credited towards the customer’s obligations – less reasonable utilization costs.

2. The customer is obligated to, handle the product with care; in particular, the customer is obligated to insure the product at the customer’s own expense against fire, water and theft adequately to cover the replacement value. If necessary, the customer shall timely conduct maintenance and inspection work at its own expense.

3. The customer shall notify us immediately in writing in the event of attachments or other actions by third parties so that we may take legal action pursuant to § 771 of the German Code of Civil Procedure. If the third party is unable to reimburse us for the court and out-of-court costs of legal action pursuant to § 771 of the German Code of Civil Procedure, the customer shall be liable for the losses that we incur.

4. The customer shall be entitled to resell the product in the ordinary course of business; however, it shall already now transfer to us all claims against its buyers or third parties in the amount of the final invoice (including VAT) that it acquires from the resale, irrespective of whether the product is resold without or after processing. The customer shall also remain entitled to collect this claim after the assignment. Our entitlement to collect the claim ourselves shall be unaffected thereby. However, we agree not to collect the claim so long as the customer meets its payment obligations using the proceeds collected, does not default in payment and particularly if no motion is made to open a reorganization or insolvency proceeding or payments are not suspended. Should this be the case, however, we may demand that the customer disclose to us the assigned claims and their debtors, give us all information necessary for collection, hand over the documents associated therewith and inform the (third party) debtors of the assignment.

5. The processing or conversion of the product by the customer shall always be carried out on our behalf. Should the product be processed with other items that do not belong to us, we shall acquire joint ownership of the new item in proportion of the value of the product (final invoice amount including VAT) to the other items processed at the time of processing. The same as applies to products delivered with conditions shall apply to items created by this processing.

6. Should the product be inseparably comingled with other items that do not belong to us, we shall acquire joint ownership of the new item in proportion of the value of the purchased item (final invoice amount including VAT) to the other items comingled at the time of comingling. If the comingling is carried out in such a way that the customer’s component is to be considered the main component, it is agreed that the customer shall assign ownership to us proportionally. The customer shall reserve for us sole ownership or joint ownership that arises in this manner.

7. The customer shall also assign to us the claims that support our claims against it that arise against a third party from the integration of a product into a property.

8. At the customer’s request, we shall undertake to release the securities to which we are entitled, as the realizable value of our securities exceed the receivables to be secured by more than 20%; it shall be incumbent upon us to choose the securities to be released.

I. General Terms and Conditions for using the Platform for tempmate-GS data loggers

General Terms and Conditions of tempmate GmbH, Wannenäckerstr. 41, 74078 Heilbronn, for the use of cloud solutions (hereinafter also referred to as the “Platform”).

Please read our General Terms and Conditions (hereinafter also referred to as the “GTCs”) in full and with care, before using our services. The following GTCs govern the legal basis for our relationship with our customers and users who have registered on the website https://web.tempmate.cloud.

§ 1 Subject of the Agreement

We offer our customers an online service (which can be used via the website https://web.tempmate.cloud) which facilitates, in particular, administration and evaluation of measurement data transmitted by tempmate-GS data-loggers distributed by us (temperature, relative air humidity, shock, light, location, time, date and serial number). With the transmission of this measurement data, the customer is provided with a simple tool to monitor and analyse all relevant measurement data including during transportation. For this purpose, we provide use of cloud-based software – after proper customer registration. This service is free.

§ 2 Customer registration

1. Registration (also called login) on our Platform (use of cloud-based software provided) is a prerequisite for access to use of our service as is possession of a data logger not already registered with us and distributed by us. With login, the customer accepts the inclusion of the following GTCs for use of our Platform. These GTCs regulate the contractual relationship and terms of use between the customer and us, exclusively pertaining to the Platform.

2. Registration or login is effected free of charge. Use of the Platform is also effected at no cost. Upon registration, the customer confirms the inclusion of these General Terms and Conditions and the privacy policy prior to pressing the corresponding button “Register”. For further information on the use of data, please refer to our Privacy Policy (https://www.tempmate.com/privacy-policy).

3. Where the customer’s personal details change, the customer is obliged to update these and is responsible for updating them. All changes to personal details can be made online after successful registration.

4. Upon login, a gratuitous contractual relationship is established between us and the registered customer, which is governed by the provisions of these General Terms and Conditions.

§ 3 Scope of services

1. We provide an internet platform in accordance with these GTCs and thereby offer logged-in or registered customers access to the measurement data from the customer’s tempmate-GS data logger(s), in particular for the administration and evaluation of such measurement data, provided that the tempmate-GS data logger is one distributed by us. For further information on operating instructions and description of the tempmate-GS data logger, please refer to https://web.tempmate.cloud/help

2. The Platform is operated by us as a web-based cloud solution. The customer is able to use software stored and running on our server or on a server of a service provider commissioned by us using an internet connection during the term of this Agreement for the customer’s own purposes and to store and/or process its data with its assistance.

3. We shall maintain the Platform provided and update it as necessary. However, we are not required to do so.

4. We shall inform customers of changes by email and provide corresponding instructions for use via the internet.

§ 4 Rights of use

1. The customer obtains the non-exclusive right, temporally limited to the duration of the Agreement, to access the Platform by means of telecommunications (via the internet) and by means of a browser or another suitable application (e.g. an “App”) – in accordance with the provisions in the Agreement – to use the functionalities associated with the Platform in a contractually-compliant manner. Further-going rights, in particular, to the Platform or related software or to the infrastructure services provided in the respective computer centre shall not be obtained by the customer.

2. The customer is not entitled to make use of the Platform beyond the use permitted in accordance with the Agreement nor to enable third parties to use it nor to make it accessible to third parties. In particular, the customer is not permitted to reproduce or sell the Platform or related software or parts thereof or access to, nor temporarily or indefinitely to cede, lease or lend out the same.

§ 5 Availability

1. We provide the above-referenced services with overall availability of 90%.

2. Overall availability is only measured according to normal business hours. These are Monday to Friday from 8.00 a.m. to 5.00 p.m. inclusive (CET) on working days (those for Baden-Württemberg being authoritative).

3. Availability is calculated on the basis of available time in the contractual period for the respective calendar month minus downtime. We are entitled, on Tuesdays and Thursdays in the period from 8.00 a.m. to 6.00 p.m. to carry out maintenance works for a total of 10 hours in the calendar month. During maintenance works, the above-referenced services will not be available.

4. We notify the customer that restrictions or impairments of services provided may occur, which are outside the scope of our influence. These include, in particular, actions of third parties who are not acting on our behalf, technical conditions of the internet over which we have no control and force majeure. The hardware, software and technical infrastructure used by the customer can also impact the Platform.

§ 6 The customer’s duties and obligations

1. The customer shall give us appropriate support with respect to provision of the contractual services.

2. It shall protect the usage and access permissions and identification and authentication mechanisms assigned to it or the users from third-party access and shall not communicate these to unauthorized persons.

3. Proper and periodic backup of the data is the responsibility of the customer. This also applies for documentation provided to us in the course of contract processing.

4. The customer shall observe all statutory provisions (e.g. including intellectual property rights) when using the Platform and indemnifies us against all third-party claims which arise due to unlawful use of the Platform by the customer or with its consent. Where the customer recognizes or should recognize that such a violation is about to occur, there is an obligation to notify us immediately.

5. To the extent that the customer provides protected contents to us (e.g. graphics, trademarks and other contents protected by copyright or trademark laws), it grants us all necessary rights for the implementation of the contractual Agreement. That shall include, in particular, the right to publish the corresponding contents. The customer warrants, in this context, that it holds all the necessary rights to customer materials provided, in order to grant the corresponding rights.

6. The customer must maintain the secrecy of access data provided to it and must ensure that any employees, to whom access data is provided, do the same. Our services may not be made available to third parties, unless doing so is by express agreement between the parties.

7. The customer shall oblige its authorized users, for their part, to comply with the provisions applicable to use of the Platform.

8. To take full advantage of the Platform, the customer must use the latest (browser) technologies or enable their use on its computer (e.g. activate Java script, cookies, pop-ups). If using older or not commonly-used technologies, it may be that the customer can only use services to a limited extent.

9. The customer undertakes to use an anti-virus program.

§ 7 Customer data and indemnification from third-party claims

1. As technical service providers, we store content and data for customers, which the latter input and save and make available for retrieval when using the Platform. The customer undertakes to us that it will not input content and data which would be punishable in violation of the law or otherwise unlawful with respect to third parties and will not use programmes containing viruses or other malware in connection with the Platform. In particular, it undertakes not to use the Platform to offer illegal services or goods. The customer is the responsible authority in respect of personal data pertaining to it and its users and must, therefore, continually review whether the processing of such data using the Platform is covered by legal permissions.

2. The customer has sole responsibility for all content used and data processed by it or its users and for any legal positions required therefor. We obtain no knowledge of the contents from the customer or its user and fundamentally do not inspect contents used with the Platform.

3. The customer undertakes in this context to exempt us from all liability and to indemnify us against any costs, including the potential and actual costs of court proceedings, in the event that a claim is made against us personally by third parties, including by employees of the customer, as a consequence of alleged acts and omissions of the customer. We shall inform the customer of any claim and, to the extent legally possible, provide it with an opportunity to defend the claim asserted. At the same time, the customer shall immediately communicate in full all information available to it relating to the facts and subject of the claim.

4. For data, the following shall apply, in particular: Where the customer collects, processes or uses personal data in connection with the Agreement, it warrants that it is entitled to do so, in accordance with applicable regulations, in particular, data protection provisions, and indemnifies us against third-party claims in the event of a violation.

5. Further-going claims for damages by us remain unaffected.

§ 8 Liability

1. We are only liable for preparation of the Platform for automated transfer of the tempmate-GS data logger data, and not for success. We only prepare the technical equipment, which – under the preconditions set out in § 3. – enables in particular administration and evaluation. Consequently, we are not liable for data recorded incorrectly by the tempmate-GS data logger according to these GTCs. If the tempmate-GS data logger was purchased directly from us, we would refer here to section I., at § 7 and § 8.

2. In addition, we assume no liability for any misuse of the information by another user or third-party, this applies in particular, if the customer itself makes the information accessible. Further, we are not liable for unauthorized awareness by third parties of the customer’s or user’s personal data (e.g. through unauthorized access by hackers to the database), unless this is our fault or the fault of our legal representatives or vicarious agents where the breach of obligations is caused by gross negligence or intentional misconduct.

3. Based on this, we are liable exclusively

a) for damages caused by gross negligence or intentional misconduct by us or by our legal representatives or vicarious agents,

b) under the German Product Liability Law and

c) for damages for injury to life, limb or health, for which we, our legal representatives or vicarious agents, are responsible.

4. We are not liable for minor negligence, except if we violate a fundamental contractual obligation (cardinal obligation). This liability is limited, for damage to property and pecuniary loss, to foreseeable damages typical for the type of contract. This also applies for lost profit and loss of savings.

5. We would point out that data communication over the internet in accordance with state-of-the-art technology is not error-free and/or cannot be guaranteed at any time. In this respect, we are liable neither for consistent nor uninterrupted availability of the website and services offered there (Platform).

6. In the event of data loss, we are liable only for the expenditure which is necessary to restore the data in the case of the customer having made a proper data backup.

7. For claims for reimbursement of expenditure and other liability claims of the customer against us, pursuant section II., § 8 applies accordingly.

8. All other liability is excluded.

§ 9 Use contrary to Agreement

1. We are entitled, in the event of unlawful violation, by the customer or a user appointed by it, of a fundamental obligation, in particular, in the event of violation of obligations specified in section II., at § 6 and/ or in section III., at § 1, to block access to the Platform and its data. Access shall only then be restored if the violation of the fundamental obligation concerned is permanently eliminated or the risk of repetition of the violation is guaranteed ruled out by an appropriate cease-and-desist declaration subject to a penalty.

2. We are entitled, in the event of use of the Platform contrary to the Agreement and after a reminder has been issued to no effect, to delete the relevant data of the customer, insofar as this is permitted by law.

3. In the event of unlawful violation of the obligations set out in section II., at § 7 by a user or in the event of unlawful transfer of use, the customer must, upon request and immediately, communicate to us all information for the assertion of claims against the said unauthorized user, in particular, name and address.

4. Where contractually-compliant use of the Platform is impaired without culpability on our part by third-party industrial property rights, we are entitled to refuse the services affected hereby. We shall inform the customer of this immediately and facilitate access to its data in an appropriate manner. Other claims or rights of the customer remain unaffected.

5. We shall not be liable for resultant damages of the customer due to data loss, insofar as the damages could have been avoided by periodic and full backup of all relevant data by the customer. The customer shall implement, or have implemented, periodic and regular data backup itself or using a third party and bears sole responsibility for doing so.

§ 10 Termination/Deletion

1. The Agreement can be terminated by us extraordinarily without a notice period, if the customer, upon registration and/or later amendment of its data, deliberately provides incorrect information or violates these GTCs.

2. We retain the right to delete a customer account for inactivity after one year (no login for 1 year).

3. The customer is entitled to deactivate membership at any time. Deactivation of the free membership takes effect within the customer’s account in the “Company Profile” section. After confirmation, for security purposes, final confirmation will be requested. Only after this is the process completed. Deactivation is also possible by email to: account@tempmate.cloud

4. After termination of the Agreement, all personal data of the customer shall be promptly deleted, to the extent that it is not required beyond the end of the Agreement according to statutory requirements or for evidentiary purposes due to unlawful conduct by the customer.

5. The right to extraordinary termination for good cause shall remain unaffected.

III. General Part

The General Part, section III., shall apply for the aforementioned sections I. and II.

§ 1 Data protection and data security

1. Both parties shall observe applicable legal data protection provisions, in particular, those applicable in Germany, and shall oblige their employees used in connection with this Agreement to maintain data secrecy in accordance with statutory provisions.

2. It is agreed that the customer shall remain the “data owner” both generally in the contractual relationship and in the data protection sense. The customer is the sole authorized party to the data with regard to the power of disposition over all personal data used by it. We, and all third parties involved with implementation of the Agreement, do not carry out controls over personal data stored for the customer in terms of the legal permissibility of collection, processing use; the customer bears sole responsibility for this.

3. For the purposes of implementation of the Agreement, the customer grants us the right to be able to reproduce personal data stored by us for customers, insofar as this is required for performance of the services owed pursuant to this Agreement. We are also entitled to keep the data in a backup system or separate backup computer centre. To eliminate disruptions, we are further entitled to make changes to the structure of the data or the data format.

4. We can assign subcontracts, but shall impose on any subcontractors the relevant obligations which result from the Agreement and these terms and conditions.

5. We or third parties commissioned by us shall take technical and organizational security precautions and measures for compliance with statutory data protection provisions.

6. The customer is fundamentally not entitled to require access to the premises of the computer centre, from which the Platform is operated. The statutory rights of the customer’s data protection officers to review compliance with statutory data protection provisions – following written notification – remain unaffected hereby.

7. The Contracting Parties proceed on the basis of the absence of an order-related data processing agreement.

8. If and to the extent that the customer processes personal data on IT systems for which we have technical responsibility, an order-related data processing agreement is to be concluded with us. To the extent that we could access personal data, we act solely as the external data processing service (art. 28 GDPR) and process and use such data only in performance of the Agreement. We shall observe the customer’s instructions for handling such data. The customer shall be responsible for any adverse consequences of such instructions for performance of the Agreement. Details relating to the handling of personal data shall then be regulated in the order-related data processing agreement.

9. In addition, our privacy policy shall apply. This can be accessed at: Privacy Policy

§ 2 Modification of these Terms

1. We are entitled to modify these Terms (sections I. to III.) provided that the fundamental provisions of the contractual relationship remain unaffected thereby, the modification being required to adapt to developments that were not foreseeable upon conclusion of the agreement and which, if not considered, would significantly impair the equity of the contractual relationship. “Fundamental provisions” in this sense are specifically those that refer to the type and scope of the contractually stipulated subject matter of performance and the term including the provisions concerning termination.

2. We are also entitled to adjust or amend the Sales Terms if this is required to eliminate issues concerning performance of the agreement due to regulatory loopholes that emerge after the agreement is concluded. This can particularly be the case if one or more clauses of these Sales Terms are declared by courts to be invalid in whole or in part.

3. Intended modifications to the General Terms and Conditions according to section III., § 2 clauses 1 and 2 shall be communicated to the customer at the contact address provided by the customer at least one month before their effective date. The customer shall have an exceptional right of termination on the effective date for the modifications. If the customer does not terminate the agreement in writing within one month after notice of modification, the modifications shall become an integral part of the agreement on the effective date. The customer shall be explicitly informed of this consequence in the notice of modification.

§ 3 Place of Jurisdiction – Place of Performance

1. If the customer is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction – for the documents and exchange process, as well – shall be our registered office; however, we shall be entitled to initiate litigation with the court having competent jurisdiction over the customer’s place of business.

2. The customer shall independently observe the import and export rules to be applied to the deliveries or services, particularly those of the United States. The customer shall bear any customs duties, fees or other expenses for cross-border deliveries or services. The customer shall independently handle legal or administrative proceedings concerning cross-border deliveries or services unless otherwise expressly agreed.

3. The law of the Federal Republic of Germany shall govern exclusively; the application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

4. Unless otherwise provided for in the order confirmation, our registered office shall be the place of performance.

§ 4 Miscellaneous provisions

1. We are entitled to use the services of third parties (vicarious agents) to fulfil our obligations.

2. The contractual language is German.

No ancillary agreements have been made.