General Conditions of Sale and Delivery (as of 03.11.2025)

1. Scope of Application

These General Terms and Conditions of Sale and Delivery shall apply exclusively to all our – including future – deliveries and services to business undertakings, unless expressly agreed otherwise in writing in an individual case. Any general terms and conditions of our contractual partner (hereinafter also referred to as the “Purchaser”) shall not be recognised, even if we do not expressly object to them or perform deliveries and services unconditionally with knowledge of the Purchaser’s general terms and conditions.

If the general terms and conditions of our contractual partner, which the latter includes in its declarations of intent aimed at the conclusion of a contract, in turn object to the applicability of our General Terms and Conditions, a contract shall nevertheless be deemed concluded if the parties are in agreement regarding the principal performance obligations, provided that only those provisions of our General Terms and Conditions shall apply which are not contradicted by the Purchaser’s own terms. In areas where both parties’ general terms and conditions contain conflicting provisions, the statutory default rules shall apply.

2. Offer

2.1 Our offers are non-binding.

2.2 Drawings, illustrations, dimensions, weights and other performance data shall only be binding if expressly agreed in writing.

2.3 A contract with the Purchaser shall come into existence through our written order confirmation, through mutual signature of a written contractual document, or through execution of the ordered delivery or service.

3. Delivery Period

3.1 The binding agreement of delivery dates or periods may only be made expressly and must be in writing. Any other stated delivery dates and/or periods are non-binding. Any indication of specific delivery periods or dates on our part is subject to correct and timely supply by our own suppliers and manufacturers.

3.2 We shall not be responsible for delays in delivery or performance due to force majeure or to events which substantially impede or make delivery impossible for us not merely on a temporary basis. Those shall include, in particular, strikes, lockouts, official orders, natural disasters, war, terrorist attacks, pandemics, cyber-attacks on critical infrastructure, large-scale power outages, compulsory business closures and raw-material embargoes, even if such events affect only our suppliers. In such cases, even where performance periods or dates have been firmly agreed, we shall be entitled to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw wholly or partially from the contract in respect of the unfulfilled part. A start-up period shall be deemed reasonable if it corresponds to the period that a prudent merchant would ordinarily require to resume delivery or performance after an interruption. It shall be presumed that a start-up period of two weeks plus an additional week for each commenced month during which the hindrance persists is reasonable; however, both we and the Purchaser remain free to prove that a longer or shorter period is appropriate. We undertake to notify the Purchaser in writing without undue delay of the occurrence of such an exceptional event pursuant to this Clause 3.2.

3.3 If, as a result of delivery and/or performance delays within the meaning of Clause 3.2, the delivery period is extended by more than six months, each party shall be entitled to withdraw from the contract, in whole or in part, with respect to the services not yet rendered. Partial performances already rendered shall be remunerated even in such case. The Purchaser may not derive any claims for damages from the extension of the delivery period.

3.4 Compliance with the delivery period or deadline shall further presuppose the timely fulfilment of all contractual obligations, including the Purchaser’s duties of cooperation. The delivery period shall be extended by the period during which the Purchaser is in default with the fulfilment of its own contractual obligations. The defence of non-performance of the contract remains reserved.

3.5 We shall at any time be entitled to make partial deliveries or render partial performances, provided that this is reasonable for the Purchaser. It shall be presumed that the division of the total deliveries or performances owed into up to three parts, each representing at least 10 % of the total order value, is reasonable for the Purchaser, unless the Purchaser proves that substantial additional costs arise for it as a result of such partial deliveries or performances.

3.6 If the Purchaser is in default of acceptance or otherwise breaches duties of cooperation, we shall be entitled to claim compensation for any resulting damage, including additional expenses incurred. Further claims remain unaffected. If, in the event of default of acceptance, the Purchaser fails to comply within a reasonable time with a written demand for acceptance, we shall be entitled to refuse performance of the contract and to claim damages for non-performance. The period shall be deemed reasonable if it corresponds to the time a prudent merchant would ordinarily require to respond to the demand for acceptance. It shall be presumed that a period of one week after receipt of the demand for acceptance is reasonable; however, both we and the Purchaser remain free to prove that a shorter or longer period is appropriate.

4. Transfer of Risk

4.1 Unless otherwise provided for in the contract with the Purchaser, our deliveries and services shall be made EXW (Ex Works). In addition, the relevant provisions of the International Commercial Terms (Incoterms 2020) shall apply, insofar as no deviating arrangements have been expressly agreed in an individual case or under these General Terms and Conditions.

4.2 The risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch or handover to the carrier, but at the latest upon the goods leaving our works. This shall apply irrespective of the agreed place of performance or of which party bears the freight costs. The risk shall likewise pass to the Purchaser upon the occurrence of default of acceptance.

4.3 If a shipment is subject to special instructions from the Purchaser, the risk shall pass to the Purchaser upon notification that the goods are ready for dispatch.

5. Prices and Terms of Payment

5.1 Unless otherwise stated in the order confirmation, our prices for deliveries and services shall apply EXW (Ex Works), including packaging.

5.2 Unless otherwise provided for in the order confirmation or other separate agreements, our invoices shall be due for payment within 8 days from the invoice date. If the Purchaser is in default of payment, we shall be entitled to claim default interest at a rate of 8 percentage points above the applicable statutory base interest rate pursuant to Section 247 (1) of the German Civil Code (BGB) per annum. If we are able to prove greater damage caused by the delay, we shall be entitled to assert such higher claim.

5.3 In the case of defects duly proven by the Purchaser, the Purchaser shall be entitled to withhold payments only to the extent that the retained amount bears a reasonable proportion to the defects and the anticipated costs of subsequent performance, in particular the elimination of defects. The Purchaser shall not be entitled to assert claims or rights on account of defects if it has failed to make due payments and our due payment claim is not disproportionate to the reduced value of the delivery or service caused by the defect. The retained amount shall only be deemed proportionate if it does not exceed 150% of the costs required for subsequent performance and if the value of the defective goods in proper condition amounts to at least 5% of the total contract value. “Total contract value” within the meaning of these General Terms and Conditions means the cumulative price agreed for the provision of all our deliveries and services under a specific contract with the respective Purchaser.

5.4 The Purchaser shall have rights of set-off only if its counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, it shall be entitled to exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship.

5.5 Any deduction from the net amount of our invoices, in particular any cash discount or other reduction of our payment claims, shall require a separate written agreement.

6. Liability for Defects

6.1 The information and data contained in all advertising and information materials serve only as non-binding indications and shall become binding contractual content only if we have expressly agreed to this. In the absence of an express agreement to this effect, the Purchaser may not derive any claims from the fact that the actual deliveries and services deviate from the details given in advertising and information materials. The same applies to the properties of samples and specimens. The parties agree to exclude the application of Section 434 (3) Nos. 2(b) and 3 of the German Civil Code (BGB).

6.2 Statements regarding the quality, durability or possible applications of the goods shall constitute warranties only if expressly and in writing designated as such.

6.3 The Purchaser shall inspect the goods immediately upon handover to determine whether they correspond to the contractually agreed quantity and quality and are suitable for the intended purpose. Obvious defects and/or quantity discrepancies must be notified without undue delay after handover of the goods; hidden defects and/or quantity discrepancies must be notified without undue delay after discovery, at the latest within 7 days, in text form, stating the order details and the invoice or delivery note number as well as a description of the defect. If notice of defect is not given in due time, any claims for defects shall be excluded unless we have fraudulently concealed the defect or have assumed a warranty.

6.4 Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality and/or only insignificant impairment of usability. Furthermore, claims for defects shall not exist where defects have been caused by improper handling, modification, assembly and/or operation of the goods, or where the defect is due to improper use, storage or handling of the goods.

6.5 Where a defect in the delivered item exists, we shall – in deviation from Section 439 (1) BGB – have the right to choose whether to provide subsequent performance by way of repair or replacement delivery. This shall not apply by way of exception if the costs of the alternatives differ by less than 5% or if the Purchaser demands the less expensive form of subsequent performance. The Purchaser shall bear the expenses necessary for subsequent performance insofar as they are increased by the fact that the goods have been brought to a location other than the Purchaser’s place of business, unless such relocation corresponds to the intended use of the defective goods or is less costly than transporting them to the Purchaser’s place of business.

6.6 If repair or replacement delivery fails twice, the Purchaser shall be entitled, at its option, to withdraw from the contract or to demand a corresponding reduction in the purchase price (reduction). Further claims of the Purchaser are excluded in accordance with Clause 7. This applies in particular to claims for damages. In calculating reduction, damages or reimbursement claims, the condition that the goods would have had without the defect at the time the claim is asserted shall be taken into account. Diminution in value due to natural wear, intended use or normal usage shall be deducted accordingly.

6.7 Warranty claims against us shall become time-barred 18 months after the transfer of risk, unless we have fraudulently concealed the defect. Sections 478 and 479 BGB shall remain unaffected.

7. Limitation of Liability

7.1 We shall be liable in cases of intent or gross negligence on our part or on the part of our representatives or vicarious agents in accordance with the statutory provisions. In all other respects, we shall be liable only under the German Product Liability Act, for injury to life, body or health, or for culpable breach of essential contractual obligations. The claim for damages arising from the breach of essential contractual obligations shall be limited to the contractually typical, foreseeable damage. Our liability – irrespective of the legal ground – shall also be limited to the contractually typical, foreseeable damage in cases of gross negligence. This limitation shall likewise apply to indirect and consequential damages.

7.2 Liability for damage caused by the delivered item to legal interests of the Purchaser, such as damage to other property, shall be excluded. This shall not apply where intent or gross negligence is involved or where liability arises for injury to life, body or health.

7.3 The provisions of Clauses 7.1 and 7.2 above shall apply to claims for damages in addition to performance and in lieu of performance, irrespective of the legal grounds, in particular for defects, breach of contractual obligations or tort. They shall also apply to claims for reimbursement of futile expenses. The limitations of liability under this Clause 7 shall apply accordingly to the personal liability of our statutory representatives, vicarious agents and employees.

8. Retention of Title

8.1 We retain title to all goods delivered by us to the Purchaser (hereinafter also referred to as “Goods Subject to Retention of Title”) until full payment of all claims arising from the business relationship with the Purchaser has been made. Ownership of the Goods Subject to Retention of Title shall not pass to the Purchaser until it has discharged all obligations arising from the business relationship with us, in accordance with Clause 8.6.

8.2 In the event of the Purchaser’s default on any payment obligation arising from our business relationship, we shall be entitled to demand the return of the Goods Subject to Retention of Title if

a) the Purchaser is in default by an amount corresponding to at least 10% of the total order value under the respective contract with us, and

b) we have granted the Purchaser a grace period of 10 days for payment which has expired without result. Such grace period shall not be required if dispensable under Section 323 (2) of the German Civil Code (BGB).

In such cases, the Purchaser shall be obliged to return the Goods Subject to Retention of Title without delay. Our demand for the return of the goods shall not in itself constitute a declaration of withdrawal from the contract unless expressly stated.

8.3 The Purchaser shall treat the Goods Subject to Retention of Title with due care until ownership has passed, and in particular shall insure them at its own expense, at replacement value and on customary terms, against fire, water and theft damage.

8.4 In the event of seizure of the Goods Subject to Retention of Title or other legal or factual interventions affecting our ownership rights, the Purchaser shall notify us in writing without delay, so that we may take legal action to protect our rights, such as bringing an action under Section 771 of the German Code of Civil Procedure (ZPO). If the third party does not reimburse the judicial and extra-judicial costs of such protective measures within two weeks of being informed of the cost determination, we may demand reimbursement from the Purchaser concurrently with assignment of our claim for reimbursement against the third party.

8.5 Extended Retention of Title by Way of Assignment for Security

8.5.1 Security in the event of resale: The Purchaser is entitled to resell the Goods Subject to Retention of Title in the ordinary course of business. It hereby assigns to us, by way of security and subject to the suspensive condition of the loss of title to the Goods Subject to Retention of Title, its claims against the end purchaser arising from such resale, namely:

a) in the case of resale of our Goods Subject to Retention of Title in their unaltered state, in the amount of the unpaid purchase price for the delivered goods agreed with the end purchaser (invoice total including VAT) as of the time of resale;

b) in the case of resale after processing, combination or mixing, in the amount of the value of our Goods Subject to Retention of Title corresponding to the unpaid purchase price agreed between us and the Purchaser at the time of the loss of title.

8.5.2 Security in the event of transfer of title for security purposes to third parties: If the Goods Subject to Retention of Title are included in a general assignment or transfer of title for security purposes by the Purchaser to a bank or other third party, the Purchaser hereby assigns to us, subject to the suspensive condition of the loss of title to the Goods Subject to Retention of Title, its claim for retransfer of the goods after cessation of the security purpose. We hereby accept this assignment. The Purchaser shall notify us without delay of any such transfer of title for security purposes and inform the secured party of our retention of title.

8.5.3 Security in the event of incorporation as an essential component: If our Goods Subject to Retention of Title are incorporated as an essential component into another movable item or into real property, buildings or vessels (cases under Sections 946 and 947 BGB), the Purchaser hereby assigns to us, subject to the suspensive condition of the loss of title, the following rights:

a) in the case of incorporation into movable items: its claim for remuneration against the principal in the amount of the value of the incorporated goods corresponding to the unpaid purchase price agreed between us and the Purchaser at the time of the loss of title;

b) in the case of incorporation into real property or buildings: its claim for payment for work in the amount of the proportionate value of our goods corresponding to the unpaid purchase price agreed between us and the Purchaser at the time of the loss of title;

c) in the case of incorporation into vessels: its claim for payment for work in the amount corresponding to the unpaid purchase price agreed between us and the Purchaser at the time of the loss of title, and alternatively a co-ownership share in the vessel in proportion to the value of our goods to the total value of the vessel.

8.5.4 Security in the event of processing: Any processing of the Goods Subject to Retention of Title within the meaning of Section 950 BGB shall be carried out for us as manufacturer within the meaning of Section 950 BGB, without any obligation on our part. In the event of processing with goods of third parties, we shall acquire co-ownership of the new product in proportion to the invoice value of our goods corresponding to the unpaid purchase price agreed between us and the Purchaser at the time of the loss of title, relative to the other processed goods. Should we, contrary to this provision, not acquire ownership, the Purchaser hereby assigns to us, subject to the suspensive condition of the loss of title to the Goods Subject to Retention of Title, its (co-)ownership of the new product in the proportion described above, by way of security, and shall hold the new product for us free of charge.

8.5.5 Security in the event of insurance claims: The Purchaser hereby assigns to us, subject to the suspensive condition of the occurrence of the insured event, its claims against insurers for damage, loss or theft of the Goods Subject to Retention of Title, in the amount of the unpaid purchase price agreed between us and the Purchaser at the time of the insured event, limited to the market value loss of the goods in question.

8.5.6 General provisions regarding security assignments:

The assignments under this Clause 8.5 shall in total be limited to claims with a nominal value not exceeding 110% of our respective outstanding receivables to be secured. The assignment serves to secure all monetary claims arising from the business relationship against the Purchaser (current account reservation). The Purchaser shall remain authorised to collect the claims assigned for security even after such assignment. Our right to collect such claims ourselves remains unaffected. However, we undertake not to collect such claims as long as the Purchaser duly meets its payment obligations towards us, that is, as long as

(1) it is not in default of payment,

(2) no application for insolvency proceedings has been filed, and

(3) it has not suspended payments. If any of the aforementioned situations occur, we may require the Purchaser to specify without delay, in text form, the claims assigned and their debtors in detail, to provide all information necessary for collection, to hand over the relevant documents and to notify the debtors (third parties) of the assignment. The Purchaser hereby authorises us to notify the debtors of the assignment in its name and on its behalf in such event.

8.6 We undertake to release, at the Purchaser’s request, such of the securities to which we are entitled under this Clause 8 as exceed the total value of the secured claims (including interest and ancillary costs). In determining the realisable value of the securities within the meaning of the first sentence, the purchase price at which the Purchaser ordered delivery of the goods, less a valuation discount of 20%, shall be used for goods serving as security under retention of title, unless otherwise evident. For claims assigned as security under Clause

8.5, the nominal value less a valuation discount of 10% shall be used by default. Both we and the Purchaser remain entitled to prove a lower or higher realisable value of the securities. The selection of the securities to be released shall be at our equitable discretion. Release of assigned claims shall be effected by re-assignment; release of retained title shall be effected by final transfer of ownership to the Purchaser.

9. Product Liability and Recall

9.1 The Purchaser shall indemnify us against all claims by third parties arising from improper use of our products (in particular from unqualified or improper installation – for example, installation by personnel lacking adequate electrical engineering training), unauthorised modification or defective integration of our contractually delivered products into the Purchaser’s equipment or systems, unless the damage is due to a product defect for which we are responsible at the time of the transfer of risk.

9.2 In the event of product recalls ordered by authorities or required under product safety obligations, the Purchaser shall bear the costs of the recall (including return transport, storage and administrative expenses) insofar as the recall is not based on a product defect for which we are responsible at the time of delivery. The Purchaser undertakes to assist us in necessary recall actions and to provide the data required to identify the affected products.

10. Export and Customs Regulations

10.1 The Purchaser shall be responsible for compliance with all export, import, customs and other foreign trade regulations applicable in the country of destination and any transit countries with respect to the import, possession and use of our products, unless it has been expressly agreed that we shall assume such responsibility. The Purchaser shall bear all related costs, fees and risks.

10.2 If export, import or customs regulations change to our detriment after conclusion of the contract, or if such changes result in additional compliance costs for performance of the contract, we shall be entitled to charge the Purchaser for the proven additional costs or, in the case of a material burden, to withdraw from the contract after setting a reasonable deadline.

10.3 The Purchaser represents that neither it nor any member of its management is listed on any sanctions list and undertakes not to transfer our products to persons or countries subject to trade restrictions without our prior written consent.

11. Technical Documentation and Certificates

11.1 We shall provide technical documentation, operating instructions and product-related certificates only insofar as they are expressly specified within the agreed scope of performance. These will, as a rule, be supplied in German or English. Translations into other languages or additional documentation requirements shall be provided only upon separate order and at the Purchaser’s expense.

11.2 Supplied certificates and declarations of conformity relate to the standard design of our products under normal operating conditions. In the case of customer-specific modifications, special operating conditions or additional regulatory requirements, the Purchaser shall be responsible, at its own cost, for obtaining any supplementary certifications and approvals.

11.3 The transfer of our technical documentation to third parties outside the intended use of our products shall require our prior written consent.

11.4 Unless expressly agreed otherwise in the contract, we shall owe the technical documentation and operating instructions to be supplied only in the version current at the time of the transfer of risk in accordance with Clause 4.1 of these General Terms and Conditions. Unless expressly agreed otherwise, product-related certificates and declarations of conformity owed by us need only be valid at the time of the transfer of risk in accordance with Clause 4.1 of these General Terms and Conditions.

12. Software, Digital Components and Intellectual Property

12.1 In respect of any software supplied with our products, we grant the Purchaser a simple, non-exclusive, non-transferable right of use solely for the intended purpose in connection with our products. Any use beyond this scope shall be prohibited unless expressly agreed otherwise in an individual case.

12.2 The Purchaser shall have no entitlement to software updates or upgrades, or to data backup measures, unless expressly agreed as part of our contractual performance. The same shall apply to maintenance and fault rectification of software components, unless we are already obliged to do so due to a defect existing prior to the transfer of risk or under a warranty.

12.3 The Purchaser undertakes not to carry out reverse engineering of the software, and not to decompile, disassemble or otherwise modify it, unless this is strictly necessary to ensure interoperability and permitted by law.

12.4 Software defects shall be governed by the general liability provisions of these General Terms and Conditions.

12.5 All our rights to patents, utility models, trademarks, designs, know-how, processes and documentation, as well as to other intangible proprietary rights relating to our products and designs, shall remain exclusively with us, unless their transfer or licensing has been expressly agreed as part of the contractual performance. The same shall apply to ownership and copyright of third parties in connection with the goods and other services supplied by us.

13. Environmental Protection and Disposal

13.1 The Purchaser shall be responsible, at its own expense, for the proper disposal of our products after the end of their useful life, in accordance with the environmental regulations applicable at the place of use.

13.2 If verifiable additional costs arise for us in fulfilling our contractual delivery obligations as a result of environmental requirements that are tightened or newly introduced after conclusion of the contract, we shall be entitled to recover such additional costs from the Purchaser.

13.3 We shall assume statutory take-back obligations for our products only to the extent and in the scope that such obligations are mandatory by law. The costs of return, transport and disposal shall be borne by the Purchaser, insofar as legally permissible.

14. Compliance and Legal Obligations

14.1 The Purchaser undertakes, in performing this contract (in particular in fulfilling its duties of cooperation) and in using our products, to comply with all applicable statutory provisions, regulatory requirements and generally accepted industry standards. This includes, in particular, occupational safety, data protection, environmental protection and import/export control regulations, as well as social security provisions and those under the German Anti-Money Laundering Act (GwG).

14.2 The Purchaser represents that neither it nor any member of its management is or has, within the past five years, been subject to corruption, money laundering or other criminal proceedings resulting in final administrative or judicial determinations. It undertakes not to engage in unfair business practices. No bribes or other unlawful advantages shall be granted, offered or accepted in connection with the performance of this contract.

14.3 If the Purchaser breaches these compliance obligations and we are thereby subject to official action or third-party claims, the Purchaser shall indemnify us against all resulting damages, fines and legal consequences. In cases of serious violations, we shall be entitled to terminate existing contracts for cause.

15. Confidentiality and Protection of Know-how

15.1 Confidential information within the meaning of this provision shall include all non-public technical, commercial or other information that we make available to the Purchaser in connection with the initiation or performance of the contract, in particular design drawings, specifications, calculation bases, manufacturing processes, supplier relationships, trade secrets and other know-how. Information shall also be deemed confidential if marked as such or if its confidential nature is evident from the circumstances.

15.2 The Purchaser undertakes to use confidential information within the meaning of Clause 15.1 solely for the performance of the contract and for the proper and intended use of our products, and not to make such information otherwise accessible to third parties. This obligation shall remain in force for a period of five years after the completion of contract performance, i.e. after the end of the performance of the final primary contractual obligation.

15.3 Disclosure or use of confidential information within the meaning of Clause 15.1 shall not constitute a breach of the confidentiality obligation under Clause 15.2 if such confidential information:

(a) was already generally known at the time of disclosure or becomes generally known without fault of the Purchaser;

(b) was lawfully known to the Purchaser prior to disclosure by us, as evidenced by documentation;

(c) is communicated to the Purchaser by a third party lawfully entitled to do so without breaching a confidentiality obligation; or

(d) must be disclosed under statutory or regulatory requirements, provided that the Purchaser informs us without undue delay of any such disclosure obligation.

15.4 In the event of a breach of the confidentiality obligation, the Purchaser shall be liable to compensate us for any damage suffered, unless the breach was neither due to its negligence nor intentional. In addition, a contractual penalty amounting to 5% of the respective order value, but not less than EUR 5,000, may be claimed. The amount of the contractual penalty shall be credited against any further damages to be compensated under the first sentence.

16. Product Modifications and Further Development

16.1 We shall be entitled to improve our products technically or adapt them to changed statutory requirements, provided that this does not materially impair the contractually warranted characteristics or the intended usability, and the change is reasonable for the Purchaser. It shall be presumed that a change is reasonable for the Purchaser if the adapted delivery or service remains suitable for its intended use. Adjustments pursuant to the first sentence shall not constitute defective performance or breach of duty, even if they deviate from the agreed scope of performance.

16.2 In the case of framework and call-off contracts, product specifications may change between contract conclusion and call-off due to technical advancement or changes in component availability. The technical data according to our current product documentation (data sheets, technical specifications, operating manuals) valid at the time of the relevant order confirmation or individual contract shall apply to each delivery. In the event of significant deviations from the originally agreed specifications, we shall notify the Purchaser in writing no later than upon order confirmation or conclusion of the individual contract, and in the case of later changes without undue delay, but no later than two weeks prior to the scheduled delivery date. In such case, the Purchaser shall have a special right of termination for the affected call-off, which must be exercised in writing within seven working days of receipt of the change notice. If the products or product variants covered by the contract are discontinued, the Purchaser shall not be entitled to claim continuation of delivery or damages under any framework or call-off contract. We shall notify the Purchaser of planned product discontinuations, where possible, with reasonable advance notice. It shall be presumed that an advance notice period of at least one month is reasonable.

17. Subcontractors and Vicarious Agents

17.1 We shall be entitled to engage subcontractors and other vicarious agents for the fulfilment of our contractual obligations without requiring the Purchaser’s consent. This includes both the delivery of goods or other principal performance obligations and any additionally agreed ancillary services such as transport, installation or maintenance services.

17.2 In selecting subcontractors, we shall exercise due care customary in business and engage only technically qualified and reliable companies. We shall be liable for subcontractors as for our own fault, to the extent required by law.

17.3 The engagement of subcontractors shall not release us from our contractual obligations towards the Purchaser. We shall remain the sole contact for all contractual matters.

18. Miscellaneous Provisions

18.1 The contractual relationship between us and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2 The place of jurisdiction shall be our registered office. However, we shall also be entitled to bring an action against the Purchaser at its general place of jurisdiction.

18.3 Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.

18.4 Amendments and supplements to this contract and to these General Terms and Conditions of Sale and Delivery shall only be effective if made in writing. This requirement of written form shall also apply to any waiver of the written form requirement itself. No oral collateral agreements exist. The written form shall only be deemed satisfied if the amendment is signed in original by both contracting parties. Transmission by fax or in electronic form shall not suffice. Implied amendments to the contract by conduct are excluded.

18.5 Amendments, supplements or termination of this contract may only be declared with binding effect for us by our statutory representatives or by lawyers expressly authorised in writing for this purpose. Other employees, commercial agents or other representatives shall not be authorised to make such declarations.

18.6 Should any provision of this contract or of these General Terms and Conditions of Sale and Delivery be or become wholly or partly invalid or unenforceable, or should gaps be found therein, the validity of the remaining provisions shall not be affected. The contracting parties undertake to agree, in place of the invalid or unenforceable provision, a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same shall apply in the case of any gaps. If an adjustment in accordance with the foregoing principles is not possible or is unreasonable for either party, the remainder of the contract shall become invalid. In such case, the parties shall endeavour to agree on a new regulation of the contractual content.

18.7 These General Terms and Conditions of Sale and Delivery have been drafted in both German and English. As far as contradictions, discrepancies or different interpretations between the German and English version of these General Terms and Conditions occur, only the German version shall be legally binding and decisive for the interpretation of the contract content and the contractual rights and obligations.

 

LIGHTPARTNER GmbH & Co. KG, Nov 2025