General Terms and Conditions of Sale and Service

jopesch GmbH · Holthoffstr. 122, 45659 Recklinghausen, Germany

General Terms and Conditions of Sale (GTC) of jopesch GmbH

§ 1 Scope and Contractual Basis

(1) These General Terms and Conditions of Sale (hereinafter “GTC”) govern all current and future business relationships between jopesch GmbH, Holthoffstr. 122, 45659 Recklinghausen, Germany, represented by its managing directors Jobin Schön and Dr. Peter Schön (hereinafter “jopesch”, “we” or “us”), and its customers (hereinafter “Customer”).

(2) Our offers are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”), as well as legal entities under public law and special funds under public law.

(3) These GTC shall also apply to all future business relationships without the need for a renewed agreement.

(4) Any terms and conditions of the Customer that conflict with or deviate from these GTC shall not be recognised unless we have expressly agreed to their application in writing.

(5) Individual agreements shall take precedence over these GTC.

§ 2 Formation of Contract

(1) The presentation and advertising of goods in our online shop does not constitute a binding offer to conclude a contract of sale.

(2) By submitting an order via the online shop by clicking the “order with obligation to pay” button, the Customer places a legally binding order. The Customer shall be bound by the order for a period of four (4) weeks from the date of submission.

(3) We will promptly acknowledge receipt of the Customer’s order placed via our online shop by email. Such an email does not constitute a binding acceptance of the order unless it expressly declares acceptance alongside the acknowledgement of receipt.

(4) For orders placed outside our online shop, or following submission of an enquiry form via our website, we will send the Customer a quotation that shall remain valid for four (4) weeks from the date of the quotation, unless the quotation specifies a different binding period or is expressly marked as “indicative” or “non-binding”.

(5) A contract shall only be formed upon our acceptance of the Customer’s order or commission by means of a declaration of acceptance or by delivery of the ordered goods.

(6) If delivery of the ordered goods is not possible, for example because the relevant goods are out of stock, we will refrain from issuing a declaration of acceptance. In such case, no contract shall be formed. We will notify the Customer without undue delay and promptly reimburse any consideration already received.

(7) We reserve the right to withdraw from the contract if delivery of the goods becomes impossible due to the failure of upstream and/or sub-suppliers to deliver the goods or components thereof, and where procuring a substitute would require a disproportionate effort on our part.

§ 3 Prices and Terms of Payment

(1) All prices are net prices exclusive of applicable statutory value added tax and any shipping, packaging, insurance and other ancillary costs.

(2) Unless otherwise agreed, invoices are due for payment in full within ten (10) days of the invoice date without any deductions.

(3) Upon expiry of the payment period, the Customer shall be in default without the need for a further reminder.

(4) In the event of default, we shall be entitled to charge default interest as well as the statutory lump-sum compensation pursuant to Section 288(5) BGB.

(5) We reserve the right to provide services only against advance payment.

(6) The Customer shall only be entitled to set off counterclaims or to exercise rights of retention to the extent that its counterclaims have been finally determined by a court, are undisputed, or have been acknowledged by us.

§ 4 Delivery, Performance and Cooperation Obligations

(1) Delivery and performance deadlines are non-binding unless they have been expressly agreed in writing as binding.

(2) Compliance with deadlines is subject to correct and timely self-supply by our own suppliers.

(3) Partial deliveries and partial performance are permissible.

(4) If performance is delayed for reasons attributable to the Customer, we shall be entitled to invoice any additional costs incurred as a result.

(5) The Customer is obliged to cooperate as required for the proper performance of the contract.

§ 5 Passing of Risk

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover to the forwarding agent, carrier or any other person or entity designated to carry out the shipment.

(2) This shall also apply where partial deliveries are made or where we have assumed additional obligations, including in particular carriage costs, delivery or installation.

(3) If dispatch is delayed for reasons attributable to the Customer, the risk shall pass upon notification that the goods are ready for dispatch.

§ 6 Retention of Title

(1) We retain title to the delivered goods until all current and future claims arising from the business relationship with the Customer have been settled in full.

(2) Goods subject to retention of title (hereinafter “Reserved Goods”) may be resold by the Customer in the ordinary course of business, provided the Customer is not in default of payment.

(3) The Customer hereby assigns to us all claims arising from the resale of the Reserved Goods in the amount of the invoice value (including VAT).

(4) The Customer shall remain authorised to collect the assigned claims even after assignment. Our right to collect the claims directly shall remain unaffected.

(5) Any processing or transformation of the Reserved Goods by the Customer shall always be carried out on our behalf and for our account as manufacturer.

(6) If the Reserved Goods are inseparably combined or mixed with other items, we shall acquire co-ownership of the resulting item in proportion to the value of the Reserved Goods relative to the other combined or mixed items.

(7) The Customer is obliged to handle the Reserved Goods with care and to insure them at its own expense against damage, in particular by fire, water and theft, to an adequate extent.

(8) The Customer must notify us in writing without undue delay of any third-party access to the Reserved Goods, in particular any seizure or attachment.

(9) In the event of conduct by the Customer that is in breach of contract, in particular in the event of default of payment, we shall be entitled to withdraw from the contract and to demand return of the Reserved Goods.

(10) We undertake to release the security interests to which we are entitled at the Customer’s request to the extent that their realisable value exceeds the secured claims by more than 20%.

§ 7 Warranty

(1) The statutory provisions shall apply to material defects and defects of title unless otherwise stipulated below.

(2) The warranty period shall be twelve (12) months from delivery of the goods for new goods and for goods described in the offer as factory-reconditioned, and six (6) months from delivery of the goods for used goods.

(3) The Customer is obliged to inspect the delivered goods carefully without undue delay upon receipt and to notify us in writing of any apparent defects without undue delay, and no later than five (5) business days after delivery.

(4) Latent defects must be notified to us in writing without undue delay upon their discovery.

(5) If the Customer fails to carry out the required inspection or to give notice of defects, the goods shall be deemed approved and warranty claims shall be excluded.

(6) In the event of a defect, we shall be entitled, at our discretion, to remedy the defect by repair or by delivery of replacement goods.

(7) If subsequent performance fails after two attempts, the Customer shall be entitled to a reasonable reduction of the purchase price or to withdraw from the contract.

(8) Warranty claims shall not arise in cases of improper use, defective installation or commissioning by the Customer, normal wear and tear, unauthorised modifications or repairs carried out by the Customer or third parties, or unauthorised opening of a sealed device enclosure.

(9) The Customer’s right of recourse pursuant to Sections 445a et seq. BGB shall only exist to the extent that the Customer has not entered into any agreements with its own purchasers that go beyond the statutory rights in respect of defects.

§ 8 Liability

(1) We shall be liable without limitation for damages arising from wilful misconduct or gross negligence, as well as for injury to life, body or health.

(2) In cases of simple negligence, we shall only be liable for the breach of a material contractual obligation (cardinal obligation). In such cases, liability shall be limited to the foreseeable damage typical for this type of contract.

(3) In cases of simple negligence, our liability shall in any event be limited in amount to the order value of the respective service.

(4) Any further liability for damages, in particular for indirect damages, consequential losses, loss of profit, loss of production or business interruption, shall be excluded to the extent permitted by law.

(5) We shall only be liable for loss of data to the extent that the Customer has ensured that the data can be reconstructed with reasonable effort from machine-readable material that has been kept available for this purpose.

(6) Liability under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

(7) To the extent that our liability is excluded or limited, this shall also apply to the personal liability of our legal representatives, employees and vicarious agents.

§ 9 Export Controls and Sanctions

(1) The products supplied by us may be subject to export control licensing requirements upon export. Certain products may be subject to additional restrictions due to embargoes against sanctioned countries.

(2) The Customer is obliged to comply with all applicable legal requirements when exporting, reselling or otherwise transferring the products supplied by us.

(3) In particular, the Customer is prohibited from selling, supplying, exporting or otherwise making available, whether directly or indirectly, the products supplied by us to Russia, Belarus, Myanmar, North Korea or Iran, or to the territories of Ukraine occupied by Russia.

(4) In the event of a breach of the foregoing obligations, we shall be entitled to take appropriate measures, including in particular withdrawal from the contract of sale, termination of existing contracts, assertion of a contractual penalty in the amount of the price of the affected products or 10% of the respective contract value, and the full or partial termination of the business relationship.

(5) The Customer shall not use the products supplied by us in connection with any critical end use, in particular not for military end use in countries subject to arms embargoes or in connection with chemical, biological or nuclear weapons.

(6) The Customer shall not acquire any products if the Customer itself is subject to national or international sanctions.

(7) The Customer shall indemnify and hold us harmless from and against all damages, third-party claims, fines, penalties and other costs arising out of or in connection with any breach of the foregoing obligations.

§ 10 Data Processing and Confidentiality

(1) We shall process personal data of the Customer exclusively in accordance with applicable statutory provisions, in particular the applicable data protection regulations.

(2) Prior to handing over any devices or data carriers to us, the Customer is obliged to independently back up and, to the extent possible, delete all personal data and other sensitive information at its own responsibility.

(3) The Customer shall ensure that it is authorised to transfer any personal data to us and that the applicable data protection requirements are met.

(4) Both parties undertake to treat all trade and business secrets and other confidential information that come to their knowledge in the course of the business relationship in strict confidence.

(5) Confidential information shall include in particular technical documents, drawings, specifications, software, firmware, trade secrets and commercial information.

(6) The confidentiality obligation shall survive the termination of the contractual relationship.

§ 11 Miscellaneous

(1) These GTC and all contractual relationships shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes shall be the registered seat of our company in Recklinghausen, Germany.

(3) Should any individual provision of these GTC be or become wholly or partially invalid, void or unenforceable, the validity of the remaining provisions shall not be affected thereby.

General Service and Repair Conditions (GSC) of jopesch GmbH

§ 1 Scope and Contractual Basis

(1) These General Service Conditions (hereinafter “GSC”) govern all current and future repair, testing, maintenance and other service activities carried out by jopesch GmbH.

(2) These GSC apply exclusively in relation to entrepreneurs within the meaning of Section 14 BGB, as well as legal entities under public law and special funds under public law.

(3) These GSC supplement the General Terms and Conditions of Sale (GTC) of jopesch GmbH. In the event of any conflict, these GSC shall take precedence for service-related matters.

(4) These GSC shall also apply to all future service engagements without the need for a renewed agreement.

(5) Any deviating or conflicting terms and conditions of the Customer shall not be recognised unless we have expressly agreed to their application in writing.

(6) Individual agreements shall take precedence over these GSC.

§ 2 Formation of Contract

(1) Repair and service orders shall be placed on the basis of an order submitted by the Customer or an order form provided by us.

(2) A contract shall only be formed upon our declaration of acceptance, order confirmation or upon commencement of performance.

(3) Any information regarding estimated repair costs is non-binding.

(4) Cost estimates shall only be binding if they are expressly designated as binding in writing.

(5) Dates and estimated repair durations are non-binding unless expressly confirmed in writing as binding.

(6) The Customer shall be bound by its order for a period of four (4) weeks.

§ 3 Scope and Execution of Services

(1) Our services consist of the performance of repairs, tests, analyses, restorations and other service work on devices, assemblies or systems handed over by the Customer.

(2) Services shall be performed in accordance with the current state of the art and on the basis of the information provided by the Customer.

(3) A specific outcome, in particular the complete restoration of full functionality, shall only be owed if this has been expressly agreed in writing.

(4) A complete fault diagnosis cannot be guaranteed, particularly in the case of complex, intermittent or latent faults.

(5) We reserve the right to engage subcontractors or partner workshops for the performance of service activities.

(6) We reserve the right to replace or open components during fault diagnosis to the extent technically necessary.

(7) If, following completion of the repair, further defects arise that were not previously identifiable or were not covered by the repair order, there shall be no entitlement to free-of-charge rectification.

§ 4 Customer’s Cooperation Obligations

(1) The Customer is obliged to provide all information necessary for the proper performance of the service completely, accurately and in a timely manner.

(2) In particular, the Customer shall describe all known defects and malfunctions completely and in detail, disclose any technical and manufacturer-specific features, indicate all relevant hardware and software interfaces, and provide all necessary documents, plans and technical documentation.

(3) The Customer is obliged to complete the order form provided by us fully and truthfully.

(4) The Customer shall ensure that the item submitted for repair does not present any hazards.

(5) Any delays, additional effort or damage resulting from the Customer’s failure to fulfil its cooperation obligations, or from incomplete or inaccurate information provided by the Customer, shall be borne by the Customer.

§ 5 Data and Data Backup

(1) Prior to handover, the Customer is obliged to independently back up all data, programmes, parameters and settings at its own responsibility and, to the extent possible, to delete them.

(2) To the extent permitted by law, we accept no liability for the loss or recovery of data, parameters or settings.

(3) Data backup or recovery does not form part of our services unless expressly agreed in writing.

(4) Data shall only be processed to the extent required for the performance of the service.

§ 6 Remuneration and Cost Estimates

(1) Unless otherwise agreed, service activities shall be invoiced on the basis of actual time and materials expended or on the basis of a cost estimate.

(2) Cost estimates are non-binding unless expressly designated as binding.

(3) If the actual effort deviates materially from the cost estimate, we will notify the Customer accordingly.

(4) Services already rendered, in particular testing, analysis or diagnostic services, shall be remunerated even if no repair is ultimately carried out.

(5) If no order is placed within four (4) weeks of the submission of a cost estimate, we shall be entitled to charge a storage fee of EUR 25.00 net per commenced week for the custody of the item submitted for repair. If no response is received within twelve (12) weeks, we shall be entitled to dispose of the item at the Customer’s expense.

§ 7 Impracticable or Uneconomical Repairs

(1) If, following inspection, it is determined that a repair is technically not feasible or economically not viable, we will notify the Customer without undue delay.

(2) The Customer may choose whether the item is to be returned or disposed of by us in an appropriate manner.

(3) If no response is received from the Customer within twelve (12) weeks, we shall be entitled to dispose of the item at the Customer’s expense.

§ 8 Dispatch, Passing of Risk and Storage

(1) Dispatch of the item submitted for repair shall be at the Customer’s risk.

(2) The risk shall pass to the Customer no later than upon handover to the carrier.

(3) If dispatch is delayed for reasons attributable to the Customer, the risk shall pass upon notification that the item is ready for dispatch.

(4) Insurance shall only be arranged upon the Customer’s express request and at the Customer’s expense.

§ 9 Acceptance

(1) To the extent that formal acceptance is required by law, the service shall be deemed accepted if the Customer does not raise written objections within seven (7) business days of notification of completion, or if the Customer puts the service into use.

(2) Minor defects shall not entitle the Customer to refuse acceptance.

(3) The warranty period shall commence upon acceptance.

§ 10 Warranty

(1) We provide a warranty of twelve (12) months from acceptance in respect of repairs carried out by us.

(2) The warranty covers exclusively the components actually repaired or replaced by us.

(3) Repaired items may be sealed by us. If any such seal is opened or damaged, all warranty claims shall lapse.

(4) Warranty claims shall not arise in particular in cases of improper use, normal wear and tear, interference by the Customer or third parties, or defects not covered by the repair order.

§ 11 Liability

(1) The liability provisions set out in our General Terms and Conditions of Sale shall apply mutatis mutandis.

§ 12 Additional Conditions for Rental

(1) The date of dispatch of the rental item to the Customer shall be deemed the commencement of the rental period unless expressly agreed otherwise. The rental period shall end on the date the rental item is returned to us.

(2) In the event of default of payment by the Customer, we shall be entitled, after setting a reasonable grace period that has expired without result, to terminate the rental agreement with immediate effect and to demand the immediate return of the rental item.

(3) The Customer is obliged to inspect the rental item without undue delay upon receipt. Any apparent material defects must be notified to us without undue delay.

(4) Any software or firmware supplied as part of the rental shall be used exclusively in accordance with the terms and conditions of the licence holder and/or licensor.

(5) The rental item shall be returned to us at the Customer’s cost and risk in its contractual condition and in appropriate packaging.

§ 13 Miscellaneous

(1) These GSC and all contractual relationships shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) To the extent permitted by law, the exclusive place of jurisdiction shall be Recklinghausen, Germany.

(3) Should any individual provision of these GSC be or become wholly or partially invalid, void or unenforceable, the validity of the remaining provisions shall not be affected thereby.