General Terms of Sale VIDEOR E. Hartig GmbH

1. General Information

1.1. The following General Terms of Sale of VIDEOR E. Hartig GmbH (hereinafter: VIDEOR) shall only apply towards entrepreneurs, legal entities under public law and special funds under public law within the meaning of Sections 14 and 310 (1) BGB [German Civil Code] (hereinafter: Orderer).

1.2. Exclusively these General Terms of Sale shall apply to the legal relationships between VIDEOR and the Orderer in connection with the deliveries and/or services (hereinafter: Deliveries) of VIDEOR. These shall also apply to future business transactions. Terms and conditions of the Orderer shall only apply if VIDEOR has explicitly approved these in writing. This approval requirement shall apply in any case, for example also if VIDEOR carries out the delivery to it without reservation in the knowledge of the Orderer’s terms and conditions.

1.3. VIDEOR shall reserve its rights of use and exploitation under property and copyright law to offers, cost estimates, drawings and other documents (hereinafter: Documents) to an unlimited extent. The Documents may only be made accessible to third parties by the Orderer after obtaining the prior consent of VIDEOR and are, if the order is not placed with VIDEOR, to be returned by the Orderer to VIDEOR without delay, at the request of VIDEOR respectively in case of electronic documents to be erased from the Orderer’s systems.

1.4. The Orderer has the non-exclusive right of use to standard software and firmware with the agreed performance features in an unchanged form on the agreed devices. The Orderer may create a backup copy of the standard software without an explicit agreement.

1.5. All agreements, collateral agreements, reservations, amendments or addendums to the contract shall require a written form in order to be legally valid as well as a written confirmation by VIDEOR. This shall also apply to the waiver of the written form requirement.

1.6. The term “claims for damages” in these General Terms of Sale shall also comprise claims for reimbursement of fruitless expenses.

2. Prices

2.1. The prices are deemed from delivery warehouse of VIDEOR plus the respective statutory value added tax applicable on the day of the delivery. Costs for packaging, loading, shipment and transport respectively from the delivery warehouse of VIDEOR shall be for the expense of the Orderer. In case borders are crossed or of deliveries duty unpaid the Orderer shall, if applicable, bear due customs duties, taxes, fees and other duties.

2.2. The prices listed in the order confirmation sent by VIDEOR to the Orderer shall apply, otherwise the prices stated in the price list of VIDEOR on the day on which the order was accepted. Should cost increases occur for VIDEOR after conclusion of the contract, VIDEOR reserves the right to adjust prices subsequently to a reasonable extent. At the Orderer’s request VIDEOR will provide corresponding proof. This regulation shall not apply with a fixed price that has been agreed in writing.

2.3. If deliveries are carried out by VIDEOR at special prices, in addition to these General Terms of Sale the special price conditions, if applicable, defined by VIDEOR and/or the subsupplier shall apply. The Orderer agrees to these special price conditions in case of orders at special prices. Should the Orderer not comply with the special price conditions, VIDEOR is entitled to request refund of the discounts and/or subsidies granted by VIDEOR with these special price transactions or to subsequently invoice the difference to the standard prices granted to the Orderer. VIDEOR is to be indemnified by the Orderer from all claims of subsuppliers arising from the non-compliance with the special conditions and the Orderer will compensate VIDEOR for all damages resulting from the non-compliance.

2.4. Additional special Terms of Sale shall apply with selected subsuppliers besides these General Terms of Sale. The Orderer agrees hereto with the order.

3. Payment, default of payment

3.1. Payments are always due no later than with the collection of the delivery or, in the event of the shipment, with the hand-over of the delivery by VIDEOR to the carrier or freight forwarder. All payments are to be made by the Orderer without any deduction free paying agent of VIDEOR.

3.2. VIDEOR reserves the right to refuse bills of exchange or cheques. The acceptance of bills of exchange or cheques shall only be carried out in lieu of payment and without any guarantee for timely submission or an objection within the deadline. All expenses and other costs incurred owing to cheques or bills of exchange shall be for the expense of the Orderer and are to be paid by the Orderer immediately after they are announced by VIDEOR to the third party invoicing the expenses respectively the other costs, or if laid out by VIDEOR to VIDEOR.

3.3. If the terms of payment granted to the Orderer by VIDEOR are exceeded, VIDEOR is entitled, irrespective of further rights, to invoice the Orderer for interest on default in the statutory amount. In the event of default of payment, in case of due bills of exchange that are not redeemed within the deadline, with submitted cheques that cannot be encashed, with suspension of payments by the Orderer as well as if an application is filed for insolvency by the Orderer all outstanding receivables will be deemed due and payable by VIDEOR immediately towards the Orderer. The same shall apply to bills of exchange with a later maturity. In such cases VIDEOR is further entitled to forbid the Orderer from the further use of the objects of the deliveries. This shall not constitute a rescission of the contract. Section 449 (2) BGB shall remain unaffected.

3.4. If the Orderer cannot fulfil its payment obligations towards VIDEOR, VIDEOR can end existing contracts with it by rescission, continuing obligations by termination without notice. This shall also apply if an application is filed for insolvency by the Orderer. Section 321 BGB and Section 112 InsO [German Bankruptcy Code] shall remain unaffected. The Orderer will inform VIDEOR in writing at an early stage about an impending insolvency.

4. Offer, acceptance

4.1. Offers and cost estimates of VIDEOR, no matter whether submitted in writing, orally or electronically, shall not represent any offers within a legal meaning, they are merely to be understood as a request to the Orderer for placement of an order.

4.2. After receipt of the order by VIDEOR the Orderer will, as a rule, receive a confirmation of receipt, with which however no contract is concluded yet. The Orderer is bound to its order for 3 weeks from the receipt of the order by VIDEOR. Only if VIDEOR has confirmed the acceptance of the contract in writing within the 3-week commitment period of the Orderer or has carried out the delivery, will a contract be concluded.

4.3. Offers, cost estimates and order confirmations transmitted by VIDEOR to the Orderer shall always be carried out subject to the timely and proper supply of VIDEOR by subsuppliers as well as a positive credit assessment of the Orderer.

5. Reservation of title, commercial credit insurance

5.1. The objects of the deliveries (hereinafter: Reserved goods) shall remain the property of VIDEOR until the fulfilment of all claims to which VIDEOR is entitled against the Orderer from the business relationship (= Reservation of title). The Orderer undertakes to inspect and treat the reserved goods with the due care and attention of an ordinary businessman as well as to sufficiently insure these, at its own costs, against fire, water and theft damages. Damages to the reserved goods determinated or caused by the Orderer, which occurred after the risk was passed to the Orderer, are to be reported by the Orderer to VIDEOR without delay. Repairs, which become necessary during the reservation of title, are to be coordinated with VIDEOR without delay and, at the request of VIDEOR, to be carried out immediately and at the Orderer’s costs.

5.2. During the existence of the reservation of title the Orderer is forbidden from a sale, pledge, assignment as collateral, letting or other provision of the reserved goods to third parties, which impairs the security of VIDEOR as well as their change, processing, mixing or connection or putting into use without a prior written consent of VIDEOR. Insofar as VIDEOR grants the consent, the following provisions as well as the provisions additionally stipulated by VIDEOR when the consent was granted shall apply.

a) After a consent granted by VIDEOR the Orderer is only permitted the resale in the ordinary course of business and only under the condition that the Orderer receives a payment from its customers or stipulates the reservation that the ownership will only pass to the Orderer’s customer when he has fulfilled his payment obligation towards the Orderer in full. The Orderer is furthermore obligated, with an admissible assignment of rights with regard to the reserved goods to its customers, to point out the existing reservation of title of VIDEOR in writing. In case of a resale of the reserved goods by the Orderer the Orderer hereby now already assigns, and without this requiring any further special declarations, its future claims from the resale against its customers with all secondary rights, including possible balance claims, to VIDEOR as a precautionary measure, which hereby now already approves this assignment. If the reserved goods are resold together with other objects, without an individual price having been agreed for the reserved goods, the Orderer hereby assigns that part of its total claim against its customer to VIDEOR, which shall correspond with the price of the reserved goods invoiced by VIDEOR to the Orderer. VIDEOR hereby now already also agrees to this assignment.

b) After the consent was granted by VIDEOR the Orderer is permitted to process the reserved goods or to mix or connect these with other objects. The processing shall be carried out for VIDEOR as the manufacturer within the meaning of Section 950 BGB, without obligating VIDEOR. VIDEOR and the Orderer hereby agree now already that with the connection and mixing with other objects, which do not belong to VIDEOR, VIDEOR shall in any case be entitled to the co-ownership to the new object in the amount of the share, which is produced from the ratio of the value of the connected or mixed reserved goods to the value of the other goods at the time of the connection or mixing. The new objects produced with the processing, mixing or connection shall be deemed as reserved goods. The Orderer shall hold the produced new objects in safekeeping for VIDEOR with the due care and attention of an ordinary merchant. The regulations listed under 5.2.a) relating to the assignment of claims with a resale of reserved goods shall also apply to the new objects. The assignment shall, however, only apply up to the volume of the amount, which corresponds with the value invoiced by VIDEOR of the processed, connected or mixed reserved goods.

c) If the Orderer connects the reserved goods with properties or movable objects, after the consent granted by VIDEOR, it shall thus also assign its claim, to which it is entitled as remuneration for the connection, without this requiring further special declarations, with all secondary rights as a precautionary measure in the amount of the ratio of the value of the connected reserved goods to the other connected goods at the time of the connection to VIDEOR.

5.3. Until further notice, the Orderer is authorised to collect claims from the resale, which were assigned to VIDEOR. With the existence of an important reason, in particular with default of payment, suspension of payments, the opening of insolvency proceedings, bill of exchange objection or justified indications for overindebtedness or an impending insolvency of the Orderer, VIDEOR is entitled to revoke the collection authorisation for the assigned claims of the Orderer. In addition, VIDEOR can, after a previous warning by adhering to a reasonable deadline, disclose the assignment as collateral, sell the assigned claims as well as request the disclosure of the assignment as collateral by the Orderer towards its customers. The Orderer undertakes to procure all information for VIDEOR, which is necessary for the collection of the assigned claims.

5.4. In case of attachments, seizures or other disposals or interventions of third parties to the reserved goods or the claims assigned in advance the Orderer has to notify VIDEOR in writing without delay. With the substantiation of a legitimate interest the Orderer has to provide VIDEOR without delay the information that is necessary for the assertion of the rights and to hand over the necessary documents. Costs incurred for VIDEOR in this respect, which cannot be collected from the third parties, shall be for the expense of the Orderer.

5.5. In case of breaches of obligations of the Orderer, in particular with default of payment or with a breach of its obligations with regard to the reserved goods, VIDEOR is also entitled to rescind the contract after the unsuccessful expiry of a reasonable deadline set for the service for the Orderer besides taking the goods back. The statutory provisions concerning the dispensability for the setting of a deadline shall remain unaffected. In this case the Orderer is obliged to hand-over the goods. The taking back of the goods respectively the assertion of the reservation of title or the attachment of the reserved goods by VIDEOR shall not constitute a rescission of the contract, unless this had been explicitly declared by VIDEOR. The right of VIDEOR to rescind, under the prerequisites of Section 323 BGB, and to request the hand-over of the reserved goods, shall comprise all objects of delivery, which are still subject to the reservation of title of VIDEOR at the time of the rescission. The costs for taking the reserved goods back and selling these shall be borne by the Orderer. The costs for taking the goods back and sales costs will be estimated with 10% of the sales proceeds plus possibly value added tax without proof in detail. The right is respectively reserved to prove higher or lower take-back and sales costs. The sales proceeds as well as possibly made down payments on the purchase price will be offset by VIDEOR against the claims of VIDEOR after deduction of the costs and other claims associated with the contract. A possible surplus will be credited to the Orderer.

5.6. Insofar as the value of all collateral rights, to which VIDEOR is entitled according to the aforementioned provisions, does not only temporarily exceed the amount of all secured claims by 20%, VIDEOR will at the Orderer’s request release a corresponding part of the collateral rights. VIDEOR is entitled to choose with the release between various collateral rights.

5.7. VIDEOR regularly maintains a commercial credit insurance contract at its own costs with an insurance company in order to protect itself against the default of receivables due from Orderers. For the event that a credit target is exceeded by the Orderer, through which further deliveries of VIDEOR to the Orderer are not (no longer) insured and/or the Orderer is partly or fully excluded from the insurance cover, the Orderer is obligated after a corresponding written request by VIDEOR, to provide other equivalent securities (e.g. guarantee, bill of exchange guarantee) to VIDEOR for the outstanding claims, which are excluded from the insurance cover, without delay, no later however than within 3 weeks after receipt of the request. If this provision of equivalent securities by the Orderer is not fulfilled, VIDEOR is entitled to rescind the relevant contract, from which the outstanding claim results that is excluded from, the insurance cover. Other rights of VIDEOR shall remain unaffected hereby.

6. Delivery, condition, delay in delivery

6.1. If not otherwise derived from the written details of VIDEOR, delivery ex delivery warehouse of VIDEOR shall be deemed as agreed. Packaging, loading, shipping and transport costs shall be for the expense of the Orderer. With the exception of pallets transport and other packaging will not be taken back according to the packaging regulations. The Orderer shall bear the disposal costs for the transport and other packaging. The Orderer shall also be responsible for the compliance with exclusion deadlines under transport, freight and haulage law.

6.2. Delivery times and dates are to be agreed in writing. Subject to explicit written agreements to the contrary details regarding delivery times and dates are only non-binding and are subject to the reservation of the timely or proper supply of VIDEOR by subsuppliers.

6.3. Partial deliveries that are deemed reasonable for the Orderer and their invoicing are permitted.

6.4. Subject to explicit written agreements to the contrary, in the event of the shipment of the delivery the choice of the transport means and the transport route shall remain at the discretion of VIDEOR.

6.5. VIDEOR is entitled, however not obliged, to conclude transport insurance for the delivery in the name and for the account of the Orderer, unless the Orderer objects to such insurance.

6.6. Exclusively the written details of VIDEOR are decisive for the agreed condition of the objects of the deliveries. Changes in construction or form, deviations in the shade of colour as well as changes to the scope of delivery by the subsuppliers remain reserved, if the objects of the deliveries are not substantially changed and the changes are deemed reasonable for the Orderer. No rights can be derived against VIDEOR from the use of type plates or numbers for the objects of the deliveries.

6.7. If non-binding agreed delivery times or dates are exceeded by more than 6 weeks, the Orderer can request VIDEOR in writing to deliver within a reasonable deadline. With the fruitless expiry of the thus set deadline VIDEOR shall be deemed in default.

6.8. The adherence to dates and deadlines presumes the timely receipt of all documents to be supplied by the Orderer, necessary permits and releases, in particular of plans, as well as the compliance with the agreed terms of payment and other obligations by the Orderer. If these prerequisites are not fulfilled in time the deadlines will be extended by a reasonable extent. This shall not apply if VIDEOR is responsible for the delay. If the non-adherence to the deadlines is a result of

a) force majeure, e.g. mobilisation, war, acts of terror, civil commotion, or similar events (e.g. strike, lock-out),

b) virus or other attacks of third parties on the IT systems of VIDEOR,

c) impediments owing to national, European or international regulations of the Foreign Trade Law or owing to other circumstances, for which VIDEOR is not responsible or,

d) late or improper supply of VIDEOR by subsuppliers, the deadlines will be extended by a reasonable extent.

6.9. If VIDEOR is in default the Orderer can request compensation, if it can prove that it suffered damages due to this, for each full week of the default of 0.5% each, in total however a maximum of 5% of the price for the part of the deliveries, which could not be used in line with the purpose owing to the default.

6.10. Both claims for damages of the Orderer owing to a delay in the delivery as well as claims for damages instead of the performance, which exceed the limits stated under 6.9, are excluded in all cases of delayed delivery, also after the expiry of a deadline for delivery that was possibly set for VIDEOR, insofar as this is permitted by law. This shall not apply insofar as liability will be assumed in cases of wilful intent, gross negligence or owing to the injury to life, body or the health. The Orderer can only rescind the contract within the scope of the statutory provisions, insofar as VIDEOR is responsible for the delay in the delivery. A change to the burden of proof for the disadvantage of the Orderer is not associated with the aforementioned regulations.

6.11. The Orderer undertakes, at the request of VIDEOR, to declare within a reasonable deadline whether it will rescind the contract owing to the delay in the delivery or will insist on the delivery.

7. Purchase/shipment order, passing of risk, incoming inspection, acceptance

7.1. The Orderer undertakes to collect the delivery within 8 days after receipt of the availability report sent by VIDEOR to the Orderer or to place the order for shipment. The shipment shall be carried out in the name, for the account and at the risk of the Orderer. VIDEOR is entitled to charge freight cost flat rates in order to cover the freight costs.

7.2. If the Orderer is in arrears with the acceptance of the delivery for longer than 2 weeks from receipt of the report that the goods are available VIDEOR can set the Orderer an extended deadline of 8 days in writing. After the unsuccessful expiry of the extended deadline VIDEOR is entitled to rescind the contract by a written declaration and/or to request damages instead of the performance. If VIDEOR requests damages instead of the performance this shall amount to 20% of the price of the objects of the deliveries. Both parties reserve the right to prove higher or lower damages.

7.3. The risk, also that of accidental loss or accidental deterioration of the objects of the deliveries, shall pass to the Orderer after expiry of the deadline for provision and in the event of the shipment with the hand-over to the transport service provider, no later however than when the goods leave the delivery warehouse of VIDEOR, irrespective whether the shipment is carried out from the place of performance or is carriage paid.

7.4. The objects of the deliveries are to be inspected by the Orderer without delay for completeness, compliance with the delivery documents and the order as well as for defects. Recognisable deviations and defects are to be asserted in writing without delay. If no complaint is made within 7 days from receipt of the delivery by the Orderer then the delivery shall be deemed as per contract, unless the deviation was not recognisable despite a careful inspection. Recognisable transport damages and/or shortfalls in quantities, which are recognisable upon delivery, are to be noted on the confirmation of receipt of the transport service provider pursuant to Section 438 HGB. The Orderer will note the shortfalls in quantities respectively the type of damage and the name of the employee of the transport service provider on the confirmation of receipt and have the conditional acceptance of the shipment confirmed by the employee of the transport service provider by the signature on the confirmation of receipt. In case of recognisable transport damages the Orderer will continue to document the damages with photos of the unopened shipment. If the Orderer determines damages to the objects of the delivery during the following inspection, the Orderer will contact the transport service provider directly for the claims adjustment by adhering to the deadlines that are to be adhered to pursuant to the website information of the transport service provider. Alternatively, the Orderer can refuse to accept the shipment directly upon receipt of the shipment. In case of hidden transport damages these are to be reported by the Orderer directly to the transport service provider within 7 days. A return of the damaged goods respectively shipment shall require the prior consent of VIDEOR. At the discretion of the transport service provider respectively of VIDEOR an inspection of the shipment by an expert at the place of delivery can be requested. The claims adjustment shall be carried out by coordination between the transport service provider and VIDEOR.

7.5. The Orderer may not refuse acceptance of deliveries because of insignificant defects.

8. Material defects

8.1. With the existence of a manufacturer’s guarantee the Orderer undertakes to seriously attempt to assert the manufacturer’s guarantee claims against the manufacturer out-of-court before asserting a claim against VIDEOR. VIDEOR will support the Orderer with the assertion of the manufacturer’s guarantee claims. The warranty claims of the Orderer shall otherwise remain unaffected.

8.2. The assertion of rights of the Orderer due to defects shall presume that it has properly satisfied its responsibilities to carry out an inspection and to report defects. Reports of defects of the Orderer have to be carried out in writing without delay, no later however than within 7 days from discovery of the defects. They are to be reported to VIDEOR in a comprehensible and detailed form by stating all information that is useful for the recognition and analysis of defects. This information in particular has to include the work steps, which led to the occurrence of the defect, the form of appearance as well as the implications of the defect. The corresponding forms and procedures of VIDEOR are to be used for this purpose.

8.3. The Orderer will support VIDEOR with the examination and the assertion of claims against third parties in connection with the deliveries to a reasonable extent upon request.

8.4. All of those objects of the deliveries, which feature a material defect, if its cause existed at the time when the risk was passed already, are to be subsequently improved, to be delivered new or rendered new free of charge at the choice of VIDEOR. In case of new delivery or provision the replaced objects of the deliveries shall become the property of VIDEOR and are to be handed over by the Orderer to VIDEOR.

8.5. Claims for subsequent fulfilment shall become statute-barred in 12 months from the statutory start of the statute-of-limitations, the same shall apply to rescission and reduction. This deadline shall not apply if the law pursuant to Section 438 (1) No. 2 and 634a (1) No. 2 BGB stipulates longer deadlines, with wilful intent, malicious concealment of the defect as well as in case of the non-compliance with an explicit written guarantee of a condition. Claims for reimbursement of expenses of the Orderer pursuant to Section 445a shall also become statute-barred in 12 months from the start of the legal statute-of-limitations, presuming the last contract in the supply chain is no purchase of consumer goods. No recognition of the defect is to be seen in the processing of a defect report of the Orderer by VIDEOR. The processing of a defect report shall only lead to the inhibition of the statute-of-limitations, if the statutory prerequisites exist for this purpose. A new start of the statute-of-limitations shall not occur hereby. This shall also apply if VIDEOR carries out a subsequent fulfilment (subsequent improvement or substitute delivery) following a defect report of the Orderer. A subsequent improvement can exclusively have an influence on the statute-of-limitations of the defect that triggers off the subsequent improvement. The rights of the Orderer pursuant to Sections 478, 479 BGB as well as the statutory regulations regarding the inhibition of expiry, inhibition and new commencement of the deadlines shall remain unaffected.

8.6. With the delivery of used objects of the deliveries warranty claims of the Orderer are excluded on the whole according to Section 437 BGB. This shall not apply to claims for damages, which are caused by wilful intent or gross negligence as well as with the injury to life, body and the health, which are a result of a wilful or grossly negligent breach of obligations by VIDEOR.

8.7. In case of claims due to defects payments of the Orderer may be withheld in a volume, which is in a reasonable relation to the occurred material defects. A right of retention of the Orderer shall not exist if its claims due to defects have become statute-barred.

8.8. VIDEOR is to be granted the opportunity for subsequent fulfilment within a reasonable deadline.

8.9. If the subsequent fulfilment fails the Orderer can, irrespective of possible claims for damages, rescind the contract or reduce the remuneration.

8.10. If the Orderer rescinds the contract owing to an improper delivery of VIDEOR and/or can request damages instead of the service or claims such damages, it will, at the request of VIDEOR, declare in writing within a reasonable set deadline whether it shall assert these rights or will continue to request provision of the service. In the event of rescission the Orderer has to reimburse VIDEOR the value of previously existing possibilities for use, the same shall apply to deteriorations due to use as intended.

8.11. Claims due to defects shall not exist in case of a merely insignificant deviation from the agreed condition, in case of a merely insignificant impairment to the usability, with natural wear and tear or damages, which are caused after the transfer of the risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, faulty construction work, unsuitable building foundation or that are caused by special external influences, which are not presumed according to the contract, as well as with non-reproducible software errors. If improper changes, installation/dismantling or repair work are carried out by the Orderer or by third parties, no claims due to defects shall exist either for these and the thus ensuing consequences.

8.12. If the Orderer is intending to install or affix the objects of the deliveries it has the responsibility when the goods are received already to check the properties of the objects of the deliveries, which are decisive for the installation or the affixation and the subsequent use as intended and to report possible defects to VIDEOR without delay, insofar as an examination of these properties is deemed reasonable according to the type and condition of the objects of the deliveries at this time. If the report of defects is not carried out with regard to the stated properties despite the examination being deemed reasonable, the objects of the deliveries shall insofar be deemed as approved. In this case the Orderer shall not be entitled to defect rights with regard to such defects. If, in the event of an installation or affixation of the objects of the deliveries, the Orderer fails to check the external and internal properties of the objects of the deliveries, which are decisive for this purpose and for the subsequent use as intended, before the installation or affixation, it shall act gross negligently. In this case it can only assert rights due to defects with regard to these properties if the relevant defect is maliciously concealed or a guarantee has been assumed for the condition of the object by VIDEOR. If the Orderer has installed the objects of the deliveries, which were defective when the risk was passed, in another object in accordance with their type and their intended use or affixed these to another object, it can only request reimbursement of expenses from VIDEOR pursuant to Section 439 (3) BGB for the removal of the defective goods and the installation or the affixation of the subsequently improved or delivered fault-free goods according to the following provisions. Only those dismantling and installation costs are necessary pursuant to Section 439 (3) BGB, which relate to the dismantling and installation respectively the affixation of identical products, that were incurred based on customary conditions and are proven to VIDEOR by the Orderer by the submission of suitable receipts at least in a text form. A right to advance payment of the Orderer for dismantling and installation costs is excluded. Neither is the Orderer permitted to unilaterally offset claims for the reimbursement of expenses for dismantling and installation costs without the consent of VIDEOR against receivables or other claims of VIDEOR. If the expenses asserted by the Orderer pursuant to Section 439 (3) BGB for the subsequent fulfilment, are disproportionate in an individual case, in particular in relation to the price of the objects of the deliveries in a fault-free condition and by taking the significance of the condition in breach of the condition into consideration, VIDEOR is entitled to refuse the reimbursement of expenses. Disproportionality exists in any case if the expenses asserted pursuant to Section 439 (3) BGB exceed a value in the amount of 150% of the price of the objects of the deliveries in a fault-free condition or 200% of the reduction in value of the objects of the deliveries due to defects.

8.13. Claims of the Orderer owing to the expenses necessary for the purpose of the subsequent fulfilment, in particular transport, route, labour and material costs, are excluded to the extent that the expenses are increased, because the object of the delivery has been subsequently taken to another location than the Orderer’s branch, unless the transport to another location corresponds with its use as intended. This shall apply accordingly to claims for reimbursement of expenses of the Orderer pursuant to Section 445a BGB, presuming the last contract in the supply chain is not the purchase of consumer goods.

8.14. Claims for recourse of the Orderer against VIDEOR pursuant to Section 445a BGB shall only exist if the Orderer has not reached any agreements with its buyers that go beyond the statutory claims due to defects.

8.15. Claims for damages of the Orderer owing to a material defect are excluded. This shall not apply in case of malicious concealment of a defect, with the non-compliance with a guarantee of condition, with the injury to life, body or the health and in case of a wilful or grossly negligent breach of obligation by VIDEOR. The aforementioned regulations do not involve a change in the burden of proof for the disadvantage of the Orderer. Further or other claims of the Orderer owing to a material defect are excluded.

8.16. VIDEOR can invoice the Orderer for expenses incurred within the scope of the processing of reports of defects, insofar as VIDEOR conducts work owing to a report of defects by the Orderer, without a defect existing, unless the Orderer could not recognise with a reasonable amount of work that no defect existed or a defect reported by the Orderer is not reproducible or otherwise verifiable as a defect by the Orderer, or additional work is required because of the improper fulfilment of the Orderer’s obligations.

9. Offsetting and retention of receivables, assignment of claims

9.1. A right to offset or retention of the Orderer is excluded unless its counter-claims are undisputed by VIDEOR or have been declared final and binding.

9.2. The assignment of all claims of the Orderer against VIDEOR from the business relationship shall require the written consent of VIDEOR in order to be valid.

10. Returns

In the event of returns these are to be sent by the Orderer carriage paid to VIDEOR E. Hartig GmbH, Carl-Zeiss-Straße 8, 63322 Rödermark. Returns will be accepted subject to our examination. Returns can only be processed by VIDEOR if the Orderer applies for a return shipment number at VIDEOR before returning the goods and this number was issued by VIDEOR the returns form made available by VIDEOR and completed by the Orderer in full is enclosed with the return shipment. Information relating to the request of return shipment numbers is available under www.videor.com/warenruecksendung. The issue of a return shipment number by VIDEOR does not mean a recognition of a defect or any other complaint of the Orderer. The risk for the return shipment shall be borne by the Orderer. Reasonable return shipment costs in case of defective objects of the deliveries will only be reimbursed by VIDEOR if these exceed 5% of the price invoiced to the Orderer by VIDEOR of the returned objects of the deliveries. The rights of the Orderer from Section 478 (2) BGB shall remain unaffected. In case of returns for which the Orderer is responsible, in particular in the event of the refusal of acceptance, VIDEOR reserves the right to invoice the Orderer a flat rate for return to storage.

11. Industrial property rights and copyrights, defects of title

11.1. As a rule, industrial property rights and copyrights exist to the objects of the deliveries as well as corresponding documents (hereinafter: Property Rights) of manufacturers and licensors. Property right notices may not be changed, covered or removed by the Orderer. The Orderer undertakes to inform its customers of property rights and licence terms and conditions, in particular of restrictions contained therein.

11.2. Insofar as not otherwise agreed in writing VIDEOR is obliged to merely carry out the delivery in the country of the place of delivery without a breach of property rights. Insofar as a third party asserts justified claims against the Orderer owing to the infringement of property rights through deliveries provided by VIDEOR, which are used as per contract, VIDEOR shall be liable towards the Orderer within the deadlines determined in Article 8.5. as follows:

a) VIDEOR shall, at its choice and at its costs, either obtain a right of use for the relevant deliveries, change these so that the property right is not infringed or replace these. If this is not possible for VIDEOR at reasonable conditions, the Orderer shall be entitled to the statutory rights of rescission or reduction.

b) The obligation of VIDEOR to pay damages is oriented to Article 14.

c) The aforementioned obligations for VIDEOR shall only exist insofar as the Orderer informs VIDEOR of the claims asserted by third parties in writing without delay, does not recognise an infringement and the right is reserved for VIDEOR to take all defence measures and conduct settlement negotiations. If the Orderer discontinues the use of the delivery for reasons to minimise damages or for other good cause, it undertakes to inform the third party that the discontinuation of the use does not represent any recognition of an infringement of property right.

11.3. Claims of the Orderer are excluded insofar as it is responsible for the infringement of property rights.

11.4. Claims of the Orderer are furthermore excluded insofar as the property right infringement is not caused by special stipulations of the Orderer, by an application that was not foreseeable for VIDEOR or by the fact that the delivery is changed by the Orderer or is used together with hardware and software that was not delivered by VIDEOR.

11.5. In the event of infringements of property rights incidentally the provisions of Articles 8.7., 8.8., 8.13., 8.14. shall apply accordingly for the claims of the Orderer regulated in Article 11.2. a).

11.6. With the existence of other defects of title the provisions of Article 8 shall apply accordingly.

11.7. Further or other claims of the Orderer than those regulated in this Article against VIDEOR and its vicarious agents owing to a defect of title are excluded.

12. Reservation of fulfilment

The fulfilment of the contract is subject to the reservation that this is not opposed by any impediments owing to national, EU or international, in particular US provisions, laws, directives and regulations, to be applied to the delivery, as well as no embargos or other sanctions. The Orderer undertakes to provide all information and documents, which are required for the export, transport or import.

13. Impossibility, contract adjustment

13.1. Insofar as the delivery is impossible, the Orderer is entitled to request damages, unless VIDEOR is not responsible for the impossibility. However, the Orderer’s claim for damages shall be limited to 10% of the value of that part of the delivery, which cannot be used purposefully owing to the impossibility. This restriction shall not apply insofar as liability is assumed in cases of wilful intent, gross negligence or owing to the injury to life, body or the health. A change in the burden of proof for the disadvantage of the Orderer is not associated herewith. The right of the Orderer to rescission of the contract shall remain unaffected.

13.2. Insofar as events within the meaning of Article 6.8 a) to c) substantially change the commercial significance or the content of the delivery or have a substantial impact on the business operation of VIDEOR, the contract will be adjusted to a reasonable extent by complying with good faith. Insofar as this is not economically viable VIDEOR shall be entitled to the right to rescind the contract. The same shall apply if necessary export permits are not granted or are not usable. If VIDEOR intends to exercise this right of rescission then VIDEOR has to report this to the Orderer without delay after having knowledge of the extent of the event, also if an extension to the delivery time was initially agreed with the Orderer.

14. Other claims for damages

14.1. Insofar as not otherwise regulated in these General Terms of Sale, claims for damages of the Orderer, no matter for what legal grounds, in particular owing to a breach of obligations from the contractual relationship and from illicit act are excluded.

14.2. This shall not apply insofar as liability is assumed as follows:

a) according to the German Product Liability Act,

b) in case of wilful intent,

c) in case of gross negligence of owners, legal representatives or executives,

d) in case of malicious intent,

e) with the non-compliance with an assumed guarantee,

f) owing to the culpable injury to life, body or the health, or

g) owing to the culpable breach of essential contractual obligations.

The claim for damages for the breach of essential contractual obligations is however limited to the typical contractual, foreseeable damages, insofar as not another one of the aforementioned cases exists.

14.3. All claims for damages of the Orderer, no matter for what legal grounds, shall become statute-barred with the expiry of the statute-of-limitations applicable for claims for material defects pursuant to Article 8. In cases of the injury to life, body or the health, with wilful intent or gross negligence as well as with claims for damages according to the German Product Liability Act the legal statute-of-limitation regulations shall apply.

14.4. The Orderer undertakes to report possible damages, for which VIDEOR has to pay, in writing without delay or to have these recorded by the authorised agent of VIDEOR.

14.5. A change to the burden of proof for the disadvantage of the Orderer is not associated with the aforementioned regulations.

15. Export, import

15.1. The objects of the deliveries will be delivered by VIDEOR by complying with the currently valid German and EU provisions, laws, directives and regulations as well as, with objects of the deliveries imported from the USA, the currently valid US export provisions.

15.2. Objects of the deliveries delivered by VIDEOR are determined for use and for remaining in the country of the place of delivery. If the Orderer is intending to re-export the objects of the deliveries delivered by VIDEOR to the Orderer, the Orderer is obliged to comply with the national, EU and international, in particular US provisions, laws, directives and regulations. The re-export of the objects of the deliveries delivered by VIDEOR to the Orderer, whether unchanged or integrated into systems, by the Orderer contrary to these provisions is forbidden.

15.3. The Orderer will comply with and adhere to the national, EU and international, in particular US provisions, laws, directives and regulations, which are to be applied for the export and import, at its own responsibility. The Orderer will furthermore process statutory or official procedures in connection with cross-border deliveries at its own responsibility and its own costs.

15.4. The Orderer is responsible for independently informing itself about the respective valid national, EU and international, in particular US provisions, laws, directives and regulations for the export and import. The Orderer furthermore bears its own responsibility for obtaining the permits necessary for the export and import from the responsible authorities before the export or import and at its own costs. This shall apply irrespective whether the Orderer notifies VIDEOR of the final place of destination of the objects of the deliveries. There are no information obligations for VIDEOR.

15.5. With each further delivery of objects of the deliveries by the Orderer to third parties, with and without the knowledge on the part of VIDEOR, a simultaneous assignment of the export permit conditions is a prerequisite. The Orderer will be liable in full in case of non-compliance.

15.6. A direct or indirect further delivery of the objects of the deliveries delivered by VIDEOR to the Orderer in countries, which are subject to a national, EU or international embargo or other sanctions, or to natural persons or legal entities of these countries as well as to natural persons or legal entities, which are on national, EU or international prohibition lists, is forbidden for the Orderer without a prior procurement of the corresponding official permits. Furthermore, the Orderer is forbidden from a direct or indirect further delivery of objects of the deliveries to natural persons or legal entities, which are all connected with the support, development, production or use of chemical, biological or nuclear weapons of mass destruction.

16. Data protection

16.1. In the event of the processing of personal data of the respective other party VIDEOR and the Orderer undertake to comply with the applicable data protection laws, in particular the Federal Data Protection Act and the EU General Data Protection Regulation.

16.2. If VIDEOR processes personal data as a contract data processor by order of the Orderer as data controller within the scope of deliveries, VIDEOR and the Orderer undertake to conclude an agreement regarding the contract data processing pursuant to Article 28 of the EU General Data Protection Regulation. The same shall apply in the vice versa case.

16.3. The privacy statement of VIDEOR is available under www.videor.com/en/privacy-policy. Enquiries or requests in this respect are to be addressed to datenschutz@videor.com.

17. Place of performance, place of jurisdiction, applicable law

17.1. The place of performance for all obligations from the contractual relationship is Rödermark.

17.2. The sole place of jurisdiction with all lawsuits arising directly or indirectly from the contractual relationship is Frankfurt am Main. VIDEOR is however also entitled to file action against the Orderer at its registered seat.

17.3. This contract including its interpretation is subject to German law under the exclusion of the Convention of the United Nations on Contracts for the International Sale of Goods (CISG).

18. Binding nature of the contract

The contract shall also remain binding in its other parts with the legal invalidity of individual provisions. This shall not apply if the adherence to the contract would represent an unreasonable hardship for one contractual party.