General (Commercial) Terms and Conditions (GTC)
of AAT Automation GmbH

Preamble

These General Terms and Conditions are to be used against:

1. a person who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity (entrepreneur)

2. legal entities under public law or a special fund under public law.

General

1 All deliveries and services are subject to these terms and conditions and any separate contractual agreements. Any changes or deviations from these terms and conditions must be agreed in writing. In the event of contradictions, the separate contractual agreements shall take precedence. Deviating terms and conditions of purchase of the Purchaser shall not become part of the contract even if the order is accepted.
In the absence of a special agreement, a contract is concluded with the written order confirmation of the Supplier.

2. the supplier reserves the right of ownership and copyright to samples, cost estimates, drawings and other information of a physical and non-physical nature - also in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.

A. Delivery time, delay in delivery

1. the delivery time shall result from the agreements between the contracting parties. The supplier's compliance with the delivery time requires that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent on him, such as the provision of the necessary official certificates or approvals or the payment of a deposit If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the Supplier is responsible for the delays.

2. compliance with the delivery time is subject to correct and timely delivery to us. The supplier shall inform the customer as soon as possible of any impending delays.

3. the delivery time shall be deemed to have been met if the delivery item has left the supplier's works by the time it expires or readiness for dispatch has been notified. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.

4. if dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be charged for the costs incurred as a result of the delay, starting one month after notification of readiness for dispatch or acceptance.

5. if non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the supplier's control, the delivery time shall be extended accordingly. The Supplier shall inform the Purchaser of the beginning and end of such circumstances as soon as possible.

6. the customer may withdraw from the contract without setting a deadline if the entire performance becomes finally impossible for the supplier before the transfer of risk. In addition, the customer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price for the partial delivery. The same applies if the supplier is unable to deliver. Otherwise, Section E2 shall apply.
If the impossibility or inability to perform occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, it shall remain obliged to provide consideration.

7. if the supplier is in default and the customer suffers damage as a result, he shall be entitled to demand lump-sum compensation for the delay. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
If the Purchaser sets the Supplier a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the Purchaser shall be entitled to withdraw from the contract within the framework of the statutory provisions. At the Supplier's request, the Purchaser undertakes to declare within a reasonable period of time whether it will exercise its right of withdrawal.
Further claims arising from delay in delivery shall be governed exclusively by Section E.2 of these Terms and Conditions.

B. Transfer of risk, acceptance

1. the risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries have been made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.

2. if dispatch or acceptance is delayed or does not take place as a result of circumstances for which the supplier is not responsible, the risk shall pass to the customer from the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out any insurance requested by the Purchaser at the latter's expense.

3. partial deliveries are permissible insofar as reasonable for the customer.

C. Retention of title

1. the supplier retains title to the delivery item until receipt of all payments - including for any additional ancillary services owed - under the delivery contract.

2. the supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense, unless the customer has demonstrably taken out the insurance himself.

3. the customer may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately.

4. in the event of breach of contract by the customer, in particular default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it.

5. due to the retention of title, the supplier can only demand the return of the delivery item if he has withdrawn from the contract.

6. the application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.

D. Claims for defects

The Supplier shall be liable for material defects and defects of title of the delivery to the exclusion of further claims - subject to Section E2 - as follows:
Material defects

1. all those parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or replaced free of defects at the discretion of the supplier. The discovery of such defects must be reported to the supplier immediately in writing. Replaced parts become the property of the supplier.

2. the customer shall, after consultation with the supplier, give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the supplier deems necessary; otherwise the supplier shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Customer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.

3. if the complaint proves to be justified, the supplier shall bear the direct costs of rectification or delivery of replacement parts, including shipping. He shall also bear the costs of removal and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, insofar as this does not result in a disproportionate burden on the supplier.

4. within the framework of the statutory provisions, the customer has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for the repair or replacement delivery due to a material defect to elapse fruitlessly. If there is only an insignificant defect, the customer shall only be entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.

5. further claims shall be determined exclusively in accordance with section E2 of these GTC.

6 No liability is accepted in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - unless the supplier is responsible for them.

7. if the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.
Defects of title

8. if the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the supplier shall, at its own expense, procure the right for the customer to continue using the delivery item or modify the delivery item in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists.
If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract.
In addition, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the respective owners of the property rights.

9. subject to Section E2, the obligations of the Supplier set out in Section E8 shall be conclusive in the event of an infringement of intellectual property rights or copyrights.
They only exist if
- the Purchaser informs the Supplier without undue delay of any infringement of industrial property rights or copyrights asserted,
- the Purchaser supports the Supplier to a reasonable extent in the defense against the asserted claims or enables the Supplier to carry out the modification measures in accordance with Section D8, - the Supplier reserves the right to take all defensive measures, including out-of-court settlements, - the defect of title is not based on the Purchaser's instructions enables the Supplier to carry out the modification measures in accordance with Section D8,
- The Supplier reserves the right to take all defensive measures including out-of-court settlements,
- The defect of title is not based on an instruction of the Purchaser and
- The infringement was not caused by the fact that the Purchaser modified the delivery item without authorization or used it in a manner not in accordance with the contract.

E. Liability of the supplier, exclusion of liability

1. if the delivery item cannot be used by the customer in accordance with the contract as a result of culpably omitted or faulty suggestions or advice provided by the supplier before or after conclusion of the contract or as a result of culpable breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections D and E2 shall apply to the exclusion of further claims by the customer

2. for damages that have not occurred to the delivery item itself, the supplier is liable - for whatever legal reasons - only
a. In case of intent
b. In the event of gross negligence on the part of the proprietor / executive bodies or executive employees,
c. In the event of culpable injury to life, limb or health,
d. In the event of defects which he has fraudulently concealed,
e. Within the scope of a guarantee promise,
f. In the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract.
Further claims are excluded.

F. Statute of limitations

All claims of the customer - on whatever legal grounds - shall lapse after 12 months. The statutory time limits shall apply to claims for damages in accordance with Section E 2a-d and f. They also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

G. Use of software

If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§69aff UrhG). The Customer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the prior express consent of the Supplier.
All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

H. Force majeure

The supplier assumes no liability for disruptions and/or delays that occur in the course of processing an order due to force majeure. Force majeure shall mean events that were unforeseeable at the time the contract was concluded and were neither intended nor caused by the Supplier or the Customer and which make it impossible for the Supplier and/or the Customer to fulfill a contractual obligation. These include natural events (earthquakes, fires, floods), wars, embargoes, riots and rebellions as well as strikes and lockouts, but also sovereign measures taken by the state after conclusion of the contract.

I. Applicable law, place of jurisdiction

1. the law of the Federal Republic of Germany applicable to legal relations between domestic parties shall apply exclusively to all legal relations between the Supplier and the Customer.
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2. the place of jurisdiction is the court responsible for the supplier's registered office in Karlsruhe/Freilassing. However, the
supplier is entitled to bring an action at the customer's head office.

K. Severability clause

Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the contract proves to be incomplete.