General Terms and Conditions of Business and Delivery of NES Sensors GmbH

General Provisions

1. The legal relations between Supplier and Purchaser in connection with the Supplier’s deliveries and/or services (hereinafter: Deliveries) shall be governed exclusively by these General Terms and Conditions of Business and Delivery (GTC). The Purchaser’s general terms and conditions shall apply only insofar as the Supplier has expressly consented to them in writing. The scope of the Deliveries shall be determined by the mutual written declarations of both parties.
2. The Supplier reserves unrestricted rights of ownership and copyright exploitation in cost estimates, drawings, and other documents (hereinafter: Documents). The Documents may be made available to third parties only with the Supplier’s prior consent and shall, if the order is not placed with the Supplier, be returned to the Supplier immediately upon request. Sentences 1 and 2 shall apply accordingly to the Purchaser’s Documents; however, these may be made available to those third parties to whom the Supplier has lawfully subcontracted Deliveries.
3. The Purchaser shall have the non-exclusive right to use Standard Software and Firmware with the agreed performance features in unmodified form on the agreed equipment. Without express agreement, the Purchaser may create one back-up copy of the Standard Software.
4. Partial deliveries shall be permissible insofar as they are reasonable for the Purchaser.​
5. The term “claims for damages” in these GTC also includes claims for reimbursement of wasted expenditure.​

Prices, Terms of Payment, and Set-Off

1. Prices are ex works, excluding packaging, plus the applicable statutory value-added tax.
2. If the Supplier has assumed installation or assembly and nothing to the contrary has been agreed, the Purchaser shall bear, in addition to the agreed remuneration, all necessary ancillary costs such as travel and transport expenses as well as allowances.
3. Payments shall be made free Supplier’s paying agent.
4. The Purchaser may only set off such claims as are undisputed or have been finally adjudicated.

Retention of Title

1. The objects of the Deliveries (retained goods) shall remain the property of the Supplier until full settlement of all claims of the Supplier against the Purchaser arising from the business relationship. If the value of all security rights to which the Supplier is entitled exceeds the total amount of all secured claims by more than 20%, the Supplier shall, at the Purchaser’s request, release a corresponding portion of the security rights; the Supplier shall have the right to choose between different security rights when releasing them.
2. For as long as the retention of title exists, pledging or transfer of ownership by way of security shall be prohibited, and resale shall be permitted only to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership shall not pass to the customer until the customer has fulfilled its payment obligations.​
3. 3. If the Purchaser resells retained goods, it hereby assigns to the Supplier its future claims arising from the resale against its customers, together with all ancillary rights – including any balance claims – by way of security, without the need for any further special declarations. If the retained goods are resold together with other items without a separate price having been agreed for the retained goods, the Purchaser shall assign to the Supplier that portion of the total price claim which corresponds to the price of the retained goods invoiced by the Supplier. 
   
    a) The Purchaser shall be entitled to process the retained goods or to combine or mix them with other items. Processing shall be carried out for the Supplier. The Purchaser shall hold the newly created item in custody for the Supplier with the care of a prudent businessman. The new item shall be deemed retained goods. 
   
    b) The Supplier and Purchaser already agree that, in the event of combination or mixing with items not belonging to the Supplier, the Supplier shall in any case acquire co-ownership of the new item in proportion to the value of the combined or mixed retained goods to the value of the other goods at the time of combination or mixing. The new item shall be deemed retained goods to that extent. 
   
    c) The provision on assignment of claims under No. 3 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value invoiced by the Supplier for the processed, combined, or mixed retained goods. 
   
    d) If the Purchaser combines the retained goods with land or movable property, it hereby assigns to the Supplier, without the need for further special declarations, the claim to which it is entitled as remuneration for the combination, including all ancillary rights, in proportion to the value of the combined retained goods to the other combined goods at the time of combination.
4. Until revoked, the Purchaser shall be entitled to collect the assigned claims arising from resale. In the event of good cause, in particular default in payment, suspension of payments, the opening of insolvency proceedings, protest of a bill of exchange, or justified indications of over-indebtedness or impending insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser’s authority to collect. In addition, the Supplier may, after prior warning and the setting of a reasonable deadline, disclose the assignment for security, realize the assigned claims, and demand disclosure of the assignment for security by the Purchaser to its customers.​
5. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the Purchaser shall notify the Supplier without delay. Where a legitimate interest is substantiated, the Purchaser shall immediately provide the Supplier with the information required to assert its rights against the customer and hand over the necessary documents.​
6. In the event of breaches of duty by the Purchaser, in particular default in payment, the Supplier shall be entitled, after the unsuccessful expiry of a reasonable period set for performance, to withdraw in addition to repossession; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The Purchaser shall be obliged to surrender the goods. Neither repossession nor the assertion of retention of title nor the seizure of the retained goods by the Supplier shall constitute withdrawal from the contract, unless the Supplier has expressly declared this.​

D. Delivery Periods and Delay

1. Compliance with delivery periods requires the timely receipt of all documents, necessary approvals and releases, in particular of plans, to be provided by the Purchaser, as well as compliance with the agreed terms of payment and other obligations by the Purchaser. If these conditions are not met in time, the periods shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.​
2. 2. Non-compliance with deadlines shall not be deemed attributable to the Supplier if it is due to: a) force majeure, e.g., mobilization, war, acts of terrorism, riots, or similar events (e.g., strike, lockout), b) virus and other attacks by third parties on the Supplier’s IT system, provided these occurred despite observance of the usual care in protective measures, c) obstacles arising from German, US, or other applicable national, EU, or international foreign trade law provisions or other circumstances for which the Supplier is not responsible, or d) delayed or improper delivery to the Supplier. 
    In such cases, the periods shall be extended accordingly.
3. If the Supplier is in delay, the Purchaser – provided it can demonstrate that it has suffered damage as a result – may claim compensation of 0.5% for each full week of delay, but not exceeding a total of 5% of the price for the part of the Deliveries which could not be put to useful use due to the delay.​
4. Claims for damages by the Purchaser due to delay in delivery, as well as claims for damages in lieu of performance exceeding the limits specified in No. 3, are excluded in all cases of delayed delivery, even after expiry of any deadline set for the Supplier for delivery. This shall not apply in cases of intent, gross negligence, or due to injury to life, body, or health. The Purchaser may only withdraw from the contract within the scope of the statutory provisions if the delay in delivery is attributable to the Supplier. A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions.​
5. At the Supplier’s request, the Purchaser shall declare within a reasonable period whether it will withdraw from the contract due to the delay in delivery or insist on delivery.​
6. If dispatch or delivery is delayed at the request of the Purchaser by more than one month after notification of readiness for dispatch, the Purchaser may be charged storage costs of 0.5% of the price of the items of the Deliveries for each additional month commenced, but not more than a total of 5%. The contracting parties shall be free to prove higher or lower storage costs.​

E. ​Passage of Risk

1. Risk shall pass to the Purchaser, even in the case of delivery carriage paid, as follows: a) in the case of delivery without installation or assembly, when it has been shipped or collected. At the Purchaser’s request and expense, the Supplier shall insure the delivery against the usual transport risks; b) in the case of delivery with installation or assembly, on the day of acceptance in the Purchaser’s own operation or, where agreed, after successful trial operation.
2. If dispatch, delivery, commencement, performance of installation or assembly, acceptance in the Purchaser’s own operation, or trial operation is delayed for reasons attributable to the Purchaser, or if the Purchaser is otherwise in default of acceptance, the risk shall pass to the Purchaser.​

F. ​Acceptance

1. The Purchaser may not refuse acceptance of deliveries due to minor defects.​

G. ​Material Defects

The Supplier shall be liable for material defects as follows:​

1. At the Supplier’s option, all parts or services that show a material defect, the cause of which already existed at the time of the passing of risk, shall be repaired, replaced, or rendered again free of charge.​
2. Claims for subsequent performance shall become statute-barred 12 months after the statutory commencement of the limitation period; the same shall apply to withdrawal and reduction. This period shall not apply where the law prescribes longer periods in §§ 438 (1) No. 2 (structures and items for structures), 479 (1) (right of recourse), and 634a (1) No. 2 (defects of structures) of the German Civil Code (BGB), or in cases of intent, fraudulent concealment of a defect, or failure to comply with a quality guarantee. The statutory provisions regarding suspension, interruption, and recommencement of limitation periods shall remain unaffected.​
3. The Purchaser must notify the Supplier of defects in writing without undue delay.​
4. In the event of defect notifications, the Purchaser may withhold payments to an extent that is reasonable in proportion to the material defects that have occurred. The Purchaser may only withhold payments if a defect notification is asserted and there is no doubt as to its justification. The Purchaser shall not have a right of retention if its defect claims are time-barred. If the defect notification was unjustified, the Supplier shall be entitled to demand reimbursement of the expenses incurred.​
5. The Supplier shall be given the opportunity for subsequent performance within a reasonable period.​
6. If subsequent performance fails, the Purchaser may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages in accordance with Art. I.​
7. Claims for defects shall not exist in the case of only minor deviation from the agreed quality, in the case of only minor impairment of usability, in the case of natural wear and tear, or for damages arising after the passing of risk due to incorrect or negligent handling, excessive stress, unsuitable operating resources, defective construction work, unsuitable building ground, or due to particular external influences not assumed under the contract, as well as for non-reproducible software errors. If improper modifications or repair work are carried out by the Purchaser or third parties, no claims for defects shall exist for these and the resulting consequences.​
8. Claims by the Purchaser for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour, and material costs, are excluded insofar as the expenses increase because the object of delivery has subsequently been taken to a place other than the Purchaser’s branch office, unless the transfer corresponds to its intended use.​
9. The Purchaser’s rights of recourse against the Supplier pursuant to § 478 BGB (recourse of the entrepreneur) shall exist only to the extent that the Purchaser has not made any agreements with its customer exceeding the statutory claims for defects. Furthermore, for the scope of the Purchaser’s right of recourse against the Supplier pursuant to § 478 (2) BGB, No. 8 shall apply accordingly.​
10. Claims for damages by the Purchaser due to a material defect are excluded. This shall not apply in cases of fraudulent concealment of a defect, non-compliance with a quality guarantee, injury to life, body, or health, or intentional or grossly negligent breach of duty by the Supplier. A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions. Further or other claims of the Purchaser than those regulated in this Art. VIII due to a material defect are excluded.​

H. Industrial Property Rights and Copyrights; Defects of Title

1. Unless otherwise agreed, the Supplier shall be obliged to provide the delivery only in the country of the place of delivery free from industrial property rights and copyrights of third parties (hereinafter: Property Rights). If a third party asserts justified claims against the Purchaser due to the infringement of Property Rights by deliveries made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the period specified in Art. VIII No. 2 as follows: a) At its option and at its expense, the Supplier shall either obtain a right of use for the relevant Deliveries, modify them so that the Property Right is not infringed, or replace them. If this is not possible for the Supplier on reasonable terms, the Purchaser shall be entitled to the statutory rights of withdrawal or reduction. b) The Supplier’s obligation to pay damages shall be governed by Art. XII. c) The obligations of the Supplier mentioned above shall exist only if the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement, and reserves to the Supplier all defensive measures and settlement negotiations. If the Purchaser ceases use of the delivery for reasons of damage mitigation or other good reason, it shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of Property Rights.​
2. Claims by the Purchaser are excluded to the extent that it is responsible for the infringement of Property Rights.​
3. Claims by the Purchaser are also excluded to the extent that the infringement of Property Rights is caused by specific requirements of the Purchaser, by an application not foreseeable by the Supplier, or by the delivery being modified by the Purchaser or used together with products not supplied by the Supplier.​
4. In the event of infringements of Property Rights, the provisions of Art. VIII Nos. 4, 5, and 9 shall apply mutatis mutandis to the claims of the Purchaser provided for in No. 1a.​
5. In the case of other defects of title, the provisions of Art. VIII shall apply accordingly.​
6. Further or other claims of the Purchaser against the Supplier and its vicarious agents due to a defect of title are excluded.​

I. ​Reservation of Performance

1. The performance of the contract shall be subject to the proviso that there are no obstacles arising from German, US, or other applicable national, EU, or international regulations of foreign trade law, and no embargoes or other sanctions in place.​
2. The Purchaser shall be obliged to provide all information and documents required for export, transfer, and/or import.​

J. ​Impossibility; Contract Adaptation

1. Insofar as delivery is impossible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser’s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put to useful use due to the impossibility. This limitation shall not apply in cases of intent, gross negligence, or liability for injury to life, body, or health; a change in the burden of proof to the detriment of the Purchaser is not associated with this. The Purchaser’s right to withdraw from the contract shall remain unaffected.​
2. If events within the meaning of Art. IV No. 2 a) to c) substantially change the economic significance or the content of the delivery, or have a significant impact on the Supplier’s operations, the contract shall be adjusted appropriately in good faith. To the extent that this is not economically justifiable, the Supplier shall be entitled to withdraw from the contract. The same shall apply if the required export permits are not granted or are unusable. If the Supplier intends to exercise this right of withdrawal, it shall notify the Purchaser thereof without undue delay after recognizing the consequences of the event, even if an extension of the delivery period had initially been agreed with the Purchaser.​

K. ​Other Claims for Damages

1. Unless otherwise provided for in these GTC, claims for damages by the Purchaser, irrespective of the legal grounds, in particular due to breach of duties arising from the contractual relationship and from tort, shall be excluded.
2. This shall not apply insofar as liability arises in the following cases: a) under the German Product Liability Act, b) in cases of intent, c) in cases of gross negligence by owners, legal representatives, or executive staff, d) in cases of fraudulent intent, e) in cases of non-compliance with an assumed guarantee, in cases of culpable injury to life, body, or health, or g) in cases of culpable breach of essential contractual obligations. However, the claim for damages for breach of essential contractual obligations shall be limited to the typical, foreseeable damage, unless one of the other cases listed above applies.​
3. A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions.​

L. Place of Jurisdiction and Applicable Law

1. The sole place of jurisdiction shall be the Supplier’s registered office if the Purchaser is a merchant, for all disputes arising directly or indirectly from the contractual relationship. However, the Supplier shall also be entitled to bring an action at the Purchaser’s place of business.​
2. This contract, including its interpretation, shall be governed by German law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).​

M. ​Binding Effect of the Contract

1. The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would result in unreasonable hardship for one of the parties.​

Erlensee, September 2025