General Terms and Conditions of Sale

1. Scope, form

(1) These General Terms and Conditions of Sale ("GTCS") apply to all business relationships of Unisolution GmbH ("Seller") with its customers ("Buyer"). The GTCS only apply if the Buyer is an entrepreneur in the sense of section 14 of the German Civil Code ("BGB"), a legal entity under public law or a special fund under public law.

(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (sections 433, 651 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer's order or, in any case, in the version last notified to the Buyer in text form, shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

(3) These GTCS shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions ("GTC") of the Buyer shall only become part of the contract if and to the extent that the Seller has expressly consented to their application. This requirement of consent shall apply in any case, for example even if the Seller carries out the delivery to the Buyer without reservation in the knowledge of the Buyer's GTC.

(4) Individual agreements made with the Buyer in individual cases (including ancillary restraints, supplements and amendments) shall in any case take precedence over these GTCS. Subject to proof to the contrary, a written contract or the written confirmation of the Seller shall be authoritative for the content of such agreements.

(5) Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

2. Conclusion of contract

(1) Offers of the Seller are subject to change and non-binding. This shall also apply if the Seller has provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which the Seller reserves ownership rights and copyrights.

(2) The order of the Goods by the Buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, the Seller shall be entitled to accept this contractual offer within eight calendar days of its receipt by the Seller.

(3) Acceptance can be declared either in writing (e.g. by order confirmation by email or invoicing) or by delivery of the Goods to the Buyer

3. Delivery period and delay in delivery

(1) The delivery period is agreed individually or stated by the Seller when accepting the order.

(2) If binding delivery deadlines cannot be met for reasons for which the Seller is not responsible ("non-availability of performance"), the Seller shall inform the Buyer thereof without undue delay and at the same time notify the Buyer of the expected new delivery deadline. If the non-availability of performance continues to exist within the new delivery period, the Seller shall be entitled to withdraw from the contract in whole or in part; the Seller shall immediately return or refund any consideration already paid by the Buyer. Suppliers of the Seller shall in particular also deem a case of non-availability of performance in this sense if the Seller

(i) has concluded a congruent hedging transaction,

(ii) neither the Seller nor its supplier is at fault or

(iii) the Seller is not obliged to procure in the individual case.

The occurrence of the delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, an explicit reminder by the buyer is required. If the Seller is in default of delivery, the Buyer may, upon request and upon proof of the default in delivery, demand a lump-sum compensation for its damage caused by the default within the meaning of sentence 4 below. The lump-sum compensation shall amount to 0.5% of the net price ("delivery value") for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the delayed Goods. The Seller reserves the right to prove that the Buyer has not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum.

(4) The rights of the Buyer pursuant to section 8 of these GTCS and the statutory rights of the Seller, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

4. Delivery, transfer of risk, acceptance, default in acceptance

(1) Delivery shall be made ex Seller's warehouse, which is also the place of performance for the delivery and any subsequent performance. At the Buyer's request and expense, the Goods shall be shipped to a destination named by the Buyer (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the Seller shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall already pass upon delivery of the Goods to the hauler, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the Buyer is in default in acceptance.

If the Buyer is in default in acceptance, fails to cooperate or delays delivery for other reasons for which the Buyer is responsible, the Seller shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, the Seller shall pay a lump-sum compensation of 0.5% of the purchase price. In this case, the Seller shall charge a lump-sum compensation in the amount of 0.5% of the delivery value for each completed calendar week of the delay in acceptance, however, not exceeding a total of 5% of the delivery value of the delayed Goods, starting with the delivery deadline pursuant to section 3 (1) or - in the absence of a delivery deadline - with the notification that the Goods are ready for shipment. The proof of a higher damage as well as legal claims of the Seller (especially compensation of additional expenses, reasonable compensation and termination) remain unaffected; however, the lump sum is to be credited against further Unisolution GmbH, GTCS monetary claims. The Buyer shall be entitled to prove that the Seller has not incurred any damage or only significantly less damage than the aforementioned lump sum.

5. Prices and terms of payment

(1) Unless otherwise agreed in individual cases, the Seller's prices current at the time of conclusion of the contract shall apply, ex warehouse, plus the applicable statutory value added tax.

(2) In the case of a sale by delivery to a place other than the place of performance pursuant to section 4 (1) the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

(3) The purchase price is due and payable within fourteen calendar days of invoicing and delivery or acceptance of the Goods. However, the Seller is entitled at any time, also within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. The Seller shall declare a corresponding reservation at the latest with the order confirmation.

(4) Upon expiry of the aforementioned payment deadline, the Buyer shall automatically be in default without the need for a reminder. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time. The Seller reserves the right to assert further damages caused by default. With respect to merchants, the Seller's claim to the commercial due date interest rate pursuant to section 353 of the German Commercial Code ("HGB") shall remain unaffected.

(5) The buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of material defects, the Buyer's counter rights shall remain unaffected, in particular pursuant to section 7

(6) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that the Seller's claim to the purchase price is jeopardised by the Buyer's inability to perform, the Seller shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (section 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), the Seller may declare rescission immediately and without setting a deadline; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

6. Retention of title

(1) Until full payment of all present and future claims of the Seller arising from the contract and the current business relationship with the Buyer (secured claims), the Seller retains title to the Goods sold.

(2) The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer shall notify the Seller immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. attachments) seize the Goods belonging to the Seller.

(3) In the event of breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand surrender of the Goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; the Seller is rather entitled to demand only the return of the Goods and to reserve the right of withdrawal. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if it has previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

(4) The Buyer shall be entitled to resell and/or process the Goods subject to retention of title in the ordinary course of business, unless the Seller revokes the Buyer's authority pursuant to section 6 () lit. (c). In the event of resale and further processing, the following provisions shall apply in addition.

(a) The retention of title shall extend to the products resulting from the processing, mixing or combining of the Seller's Goods at their full value, whereby the Seller shall be deemed the manufacturer. If, in the event of processing, mixing or combining with Goods of third parties, the latter's right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined Goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered under retention of title.

(b) The Buyer hereby assigns to the Seller by way of security the claims against third parties arising from the resale of the Goods or the product in total or in the amount of our co-ownership share, if any, pursuant to section 6 (4) lit. (a). The seller accepts the assignment. The obligations of the Buyer stated in section 6 (2) also apply in view of the assigned claims.

(c) The Buyer remains authorised to collect the claim in addition to the Seller. The Seller undertakes not to collect the claim as long as the Buyer meets his payment obligations to the Seller, there is no deficiency in his ability to pay and the Seller does not assert the retention of title by exercising a right pursuant to section 6 (3). If this is the case, however, the Seller may demand that the Buyer inform the Seller of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. Furthermore, in this case the Seller is entitled to revoke the Buyer's authority to further sell and process the Goods subject to retention of title.

(d) If the realisable value of the securities exceeds the Seller's claims by more than 10%, the Seller shall release securities of the Seller's choice at the Buyer's request.

7. Warranty claims of the Buyer

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed Goods to a consumer, even if the consumer has processed them further (recourse of the entrepreneur pursuant to sections 478 seq. BGB, "supplier recourse"). Claims from supplier recourse are excluded if the defective Goods have been further processed by the Buyer or another entrepreneur, e.g. by incorporation into another product.

(2) The basis of the liability for defects is primarily the agreement reached on the quality of the Goods. All product descriptions which are the subject of the individual contract or which have been publicly announced by the Seller (in particular in catalogues or on the Seller's Internet homepage) shall be deemed an agreement on the quality of the Goods

(3) Insofar as the condition has not been agreed, it is to be assessed according to the statutory regulation (in accordance with section 434 (1) cl. 2 and 3 BGB) whether a defect exists or not. However, the Seller shall not be liable for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer's claims for defects shall be subject to the condition that he has complied with his statutory obligations to examine the Goods and to give notice of defects (pursuant to sections 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or later, the Seller shall be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within two calendar days of delivery and defects that are not apparent during the inspection must be reported within the same period of time after discovery. If the Buyer fails to carry out the proper inspection and/or to give notice of defects, the Seller's liability for the defect not notified in time or not notified properly shall be excluded in accordance with the statutory provisions.

(5) If the delivered item is defective, the Seller may initially choose whether to provide subsequent performance by remedying the defect ("remedy") or by supplying a defect-free item ("subsequent delivery"). The right of the Seller to refuse cure under the statutory conditions shall remain unaffected.

(6) The Seller is entitled to make the cure owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in relation to the defect.

(7) The Buyer shall grant the Seller the time required for the cure owed and shall give the Seller the opportunity to inspect the defective Goods, in particular by handing over the Goods complained about. In the event of a subsequent delivery, the Buyer shall return the defective item to the Seller in accordance with the statutory provisions. Cure shall not include either the removal of the defective item or its re-installation if the Seller was not originally obliged to install it. In this case, removal and installation shall be carried out at the expense and risk of the Buyer

(8) The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as, if applicable, removal and installation costs shall be borne or reimbursed by the Seller in accordance with the statutory provisions if there is actually a defect. Otherwise, the Seller may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the Buyer.

(9) In urgent cases, e.g. if operational safety is endangered or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect itself and to demand reimbursement from the Seller of the expenses objectively necessary for this ("self-remedy"). The Seller shall be notified of such self-remedy without delay, if possible in advance. The right of selfremedy shall not exist if the Seller would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(10) If the cure has failed or a reasonable deadline to be set by the Buyer for the cure has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(11) Claims of the Buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with section 8 and are otherwise excluded.

8. Other liability

(1) Unless otherwise stipulated in these GTCS including the following provisions, the Seller shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) The Seller shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of slight negligence, the Seller shall be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for due care in its own affairs) only

(a) for damages resulting from injury to life, body or health, and

(b) for damages arising from the not inconsiderable breach of a material contractual obligation (an obligation the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from section 8 (3) also apply to breaches of duty by or in favour of persons whose fault the Seller is responsible for according to statutory provisions. They shall not apply if the Seller has fraudulently concealed a defect or has given a guarantee for the quality of the Goods or for claims of the Buyer under the Product Liability Act.

(4) Due to a breach of duty, which does not consist of a defect, the Buyer may only withdraw from or terminate the contract if the Seller is responsible for the breach of duty. A free right of termination of the Buyer (in particular according to sections 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. Limitation

(1) Notwithstanding section 438 (1) no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall begin with acceptance.

(2) The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory limitation period (sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the Buyer pursuant to section 8 (1) cl. 1 and section 8 (2) lit. (a) as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods

10. Choice of law and place of jurisdiction

(1) These GTCS and the contractual relationship between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods

(2) If the Buyer is a merchant within the meaning of the HGB, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Regional Court of Munich I. The same shall apply if the Buyer is an entrepreneur within the meaning of section 14 BGB. However, the Seller shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.