GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT CITEL ELECTRONICS GMBH, BOCHUM 1. CONTENT OF THE CONTRACT We deliver and perform in accordance with our written order confirmation and these terms of delivery and payment. The following provisions for deliveries therefore also apply accordingly to other services. They shall also apply to future deliveries and other services. Deviating contractual terms and conditions of the customer shall only be binding on us if we expressly acknowledge them in writing. Further agreements shall become invalid if we do not confirm them in writing or by e-mail within one week. The delivery contract shall apply even if individual agreements are invalid. are ineffective. The purchaser cannot transfer rights from the contract. Offers are always subject to change. 2. DUTY TO DELIVER After expiry of an acceptance period set by us, we may withdraw from the contract or claim damages. Partial deliveries are permissible to a reasonable extent. We may withdraw from the contract, demand advance payments or make our delivery dependent on the granting of securities if circumstances become known to us after conclusion of the contract which justify reasonable doubts about the creditworthiness of the customer. These rights exist in particular if due claims are not settled immediately despite a reminder. 3. DELIVERY DEADLINE The stated delivery period determines the time of delivery ex works. If we are prevented from delivering due to disruptions in our or other sub-suppliers' operations which are unavoidable with reasonable care, or due to industrial disputes, the delivery period shall be extended accordingly. If delivery becomes impossible as a result, our obligation to deliver shall lapse. Liability for damages due to exceeding the delivery deadline is excluded, unless the delay is due to gross negligence or intentional conduct. 4. PRICE AND PAYMENT Our prices are based on the cost ratios on which the order confirmation is based and are without exception exclusive of value added tax at the statutory rate applicable at the time of delivery. Unless otherwise expressly agreed in writing, the invoice amounts are payable in cash or by bank transfer without deduction, at the latest 30 days after receipt of the invoice. However, we may also make delivery dependent on immediate payment. We accept bills of exchange only after prior agreement and on account of performance; charges shall be borne by the customer. Crediting of bills of exchange and cheques is subject to encashment. The purchaser may only offset or withhold payments with undisputed or legally established counterclaims. We deliver ex works for the account of the purchaser. Packaging will be charged at cost price. 5. TRANSFER OF RISK AND SHIPPING Any risk shall pass to the customer at the latest when the goods are handed over for dispatch or made available for collection. Shipment shall be made at our best discretion, but without guarantee for the most favourable shipment. All shipments, including any returns, shall be at the expense and risk of the customer. Unless otherwise agreed, the route and means of dispatch shall be at our discretion. Insurance shall be taken out at the request of the customer and at his expense. 6. ASSIGNMENT AND RESERVATION OF TITLE The purchaser agrees to an assignment of claims arising for us from the contractual relationship with the purchaser. In the event of an assignment, he acknowledges the claim of the assignee and declares his and agrees to make payments directly to the assignee when due. We reserve title to the goods until all our claims against the purchaser arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. In the event that the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods after issuing a reminder and the customer shall be obliged to surrender the goods. The repossession or seizure of the goods by us shall only constitute a withdrawal from the contract if we expressly declare this in writing. In the event of seizures or other interventions by third parties on the goods subject to retention of title, the ordering party shall immediately notify us in writing by sending a seizure report on the identity of the seized object. The customer is entitled to resell the goods in the ordinary course of business on condition that the claim from the resale is transferred to us as follows: the customer already now assigns to us all claims with all ancillary rights which accrue to him from the resale against the customer or against third parties, irrespective of whether the reserved goods are resold without or after processing. The customer is authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this, but we undertake not to collect the claim as long as the customer duly meets his payment obligations. We may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection (insofar as permissible in view of data protection and banking secrecy), hands over the relevant documents and informs the debtors of the assignment. If the goods are resold together with other goods which do not belong to us, the purchaser's claim against the buyer shall be deemed assigned in the amount of the delivery price agreed between us and the purchaser. Processing of the goods subject to retention of title shall be carried out on our behalf as manufacturer within the meaning of § 950 BGB (German Civil Code) without any obligation on our part. The processed goods shall be deemed to be goods subject to retention of title within the meaning of these terms and conditions. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used at the time of processing or mixing. The co-ownership rights thus created shall be deemed to be reserved goods within the meaning of these terms and conditions. If our goods are combined or inseparably mixed with other movable items to form a single item, and if the other item is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer co-ownership on a pro rata basis insofar as the main item belongs to him. In all other respects, the same shall apply to the item resulting from the processing and the combination and mixing as to the goods subject to retention of title. We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 25%. 7. DEFAULT AND FORFEITURE OF CREDIT The customer shall be in default without reminder if he does not pay within the agreed period. In the event of default in payment, all our claims shall become due immediately, irrespective of any bills of exchange accepted. The customer may no longer sell the goods which are our property and is obliged to provide us with securities. The same shall apply if we have reasonable doubts about the creditworthiness of the customer. Notwithstanding other claims for default of payment, we shall be entitled to interest on our claims from the due date at a rate of 5% above the base interest rate. 8. RIGHTS TO TOOLS The Purchaser shall not acquire any rights to the tools by payment of cost shares for tools. 9. THIRD PARTY PROPERTY RIGHTS If property rights of third parties are infringed in the case of deliveries according to drawings or other information of the purchaser, the purchaser shall indemnify us against all claims. 10. GOODS INSPECTION AND ACCEPTANCE If acceptance of the goods under special test conditions has been agreed, this shall be carried out in our works. The costs for the acceptance representatives shall be borne by the customer. If the customer fails to carry out this inspection, the goods shall be deemed to have been accepted in accordance with the contract when they are collected from our works or are ready for dispatch. 11. WARRANTY AND GUARANTEE The customer shall immediately inspect the received goods for quantity and quality. Defects must be notified to us in writing without delay, at the latest within one week. In the event of justified complaints, we shall, at our discretion, rectify the defective goods, make a replacement delivery, concurrently with the return of the defective goods, take back the goods with a credit note or credit the reduced value of the goods. In order to remedy the defect, the customer shall grant us the time and opportunity required at our discretion, in particular to make available to us, at our expense, the defective item or samples thereof. at our expense. If he refuses to do so If he refuses to do so, we shall be released from liability for defects. Further warranty claims, in particular a claim for compensation for consequential damage caused by defects, are excluded except in cases of intent or gross negligence. Citel guarantees the functionality of the delivered products within the framework of the legal provisions during the currently applicable period of two years. For VG-Technology products, we also guarantee the functionality (uniformly low protection level and TOV insensitivity of the product, optimal protection and complete and smooth workflow of the protected device) for a period of 10 years. Provided that the defect occurs before the expiry of 10 years since manufacture of the product and is claimed within 4 weeks after discovery to Citel, Feldstraße 4, 44867 Bochum, Citel will deliver a replacement for the defective product. The purchaser has to prove that the installation was carried out properly. Liability for consequential damages is excluded as far as legally permissible. 12. GENERAL LIMITATION OF LIABILITY Claims for damages of any kind and regardless of the legal grounds are excluded, unless they are based on intent or gross negligence. 13. PLACE OF PERFORMANCE AND JURISDICTION The place of performance and exclusive place of jurisdiction for deliveries and payments (including cheques and actions on bills of exchange) as well as all disputes arising between the parties shall be our registered office, insofar as the customer is a registered trader, a legal entity under public law or a special fund under public law. 14. SUPPLEMENTARY PROVISIONS The relations between the parties shall be governed exclusively by the domestic law applicable in the Federal Republic of Germany. In all other respects, the General Terms and Conditions of Delivery for Products and Services of the Electrical Industry shall apply insofar as they do not conflict with the above. We will send these conditions on request.