1.1 The following General Terms and Conditions of Delivery, Assembly and Service (hereinafter referred to as "GTCD") shall apply to all current and future deliveries and other services, including any assembly, service and consulting services and information provided by the following company: oxytec ag, Feldeggstr. 39, CH-8034 Zurich (hereinafter referred to as "the Company"). This shall also apply if the Company does not refer the customer to these GTCS again in subsequent transactions. Under no circumstances shall the Customer's terms and conditions become part of the contract, even if the Company does not expressly object to them again. Rather, these GTC shall apply exclusively in all cases.

1.2 The Company's offers, which are based exclusively on these GTCS, are subject to change. A delivery obligation shall only exist after the Company has issued an order confirmation in writing. Cost estimates for assembly and services shall only be binding if they are submitted in writing. A binding cost estimate may be exceeded by up to 15% without consulting the customer if the performance of additional work appears necessary.

1.3 All agreements between us and the customer, in particular ancillary agreements and contract amendments, must be recorded in writing.

1.4 If individual provisions of these GTCS are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the provision that is customary in the industry for this case; in the absence of an admissible provision customary in the industry, the corresponding statutory provision shall apply.

1.5 The Customer may only assign his claims against the Company arising from this contract to third parties with the Company's prior express consent. The regulation of § 354 a HGB remains unaffected.

2.1 The prices apply 'ex works'. Value added tax at the statutory rate applicable in Germany shall be added.

2.2 Unless otherwise agreed in writing in individual cases, all invoices shall be payable within ten days of the invoice date at the latest without deduction as follows: one third after receipt of the order confirmation; one third after notification of readiness for dispatch; one third after transfer of risk in accordance with clause 3 or - in the case of assembly and services to be provided by the Company - after completion of assembly; in the case of assembly and services only, immediately after receipt of our invoice.

2.3 Payments shall be made exclusively to the accounts listed in the Company's invoice in the agreed currency, stating the invoice number. They are to be made on the due date free of charges and without any deductions. In the case of payments of any kind, fulfillment shall only occur on the day on which the Company can dispose of the payment without restriction.

2.4 The Company is not obliged to accept bills of exchange or checks. If their surrender is granted, they shall only be accepted on account of payment subject to the possibility of discounting against reimbursement of all expenses. The Company shall likewise not be obliged to present bills of exchange and checks in good time or to lodge protests.

2.5 If the Customer is in default of payment, the Company shall be entitled to charge interest on arrears at a rate of 8% (eight) above the respective prime rate. The assertion of statutory interest on arrears (Section 353 of the German Commercial Code (HGB)) for further damages caused by default and the rights arising from these General Terms and Conditions (cf. Section 2.7 and Section 5.3 General Terms and Conditions) shall remain reserved.

2.6 The Customer shall only be entitled to rights of set-off and retention if its counterclaims have been legally established or recognized by the Company. Insofar as the customer is entitled to exercise a right of retention, this may only be exercised to the extent that the retained amount does not exceed the value of the parts of the delivery/service claimed to be defective by more than 10 (ten) percent; Section 320 (2) BGB remains unaffected. 2.7 If the customer is more than two weeks in arrears with the payment of an invoice, if an application has been made to open insolvency or composition proceedings against the customer's assets, if the customer has initiated out-of-court proceedings for the settlement of debts or has suspended payments, or if the company becomes aware of other circumstances which significantly affect the customer's creditworthiness, which significantly reduce the Customer's creditworthiness and which appear to jeopardize the provision of the consideration owed by the Customer, the Company shall be entitled to demand security for outstanding deliveries/services by advance payment or by bank guarantee (at the Customer's discretion), setting a deadline of at least one week, and to refuse performance until the security has been provided. After the fruitless expiry of a reasonable grace period, the Company shall also be entitled to withdraw from this contract or to claim damages for non-performance. In this case, the Company may also revoke the right to resell and the authorization to collect the goods in accordance with Clauses 5.3 to 5.5 as well as the right to process, combine and mix items already delivered in accordance with Clauses 5.2 and 5.3 and demand the return of the delivery item.

3.1 If and insofar as the Company procures the delivery item and/or the parts, materials or substances required for the manufacture of the delivery item from third parties, the Company's delivery obligation shall be subject to complete, correct and timely delivery by its own suppliers, unless the Company is responsible for the non-delivery or delay. If - through no fault of the Company - delivery is not complete, correct and/or timely for one of the reasons stated in sentence 1, the Company shall be entitled to withdraw from the contract.

3.2 The risk and costs of shipment of the delivery item ex works/warehouse and the costs of any transportation insurance shall be borne by the Customer. This shall also apply if the transportation is carried out by a company selected by the Company. The Customer must notify the Company of any transport damage immediately, at the latest within one week of receipt of the delivery item, even if the Company is not responsible for the transport.

3.3 The risk shall pass to the Customer - even in the case of carriage paid delivery and agreed assembly - when the delivery item is loaded onto the means of transportation. If no other type of packaging is specified, the delivery item shall be shipped in cardboard boxes, crates, planks or crates, or unpacked in the case of transportation by truck or low-loader. Packaging shall be charged at cost price. The risk shall pass to the customer upon completion of the service and upon installation of the parts in the case of assembly.

3.4 If the delivery item is ready for shipment and the shipment or delivery to the site or acceptance is delayed for reasons for which the Company is not responsible, the risk shall pass to the Customer upon receipt of the notification of readiness for shipment by the Customer.

3.5 The Customer may not reject partial deliveries to a reasonable extent and must pay for them immediately upon receipt of the partial delivery. The rejection of a partial delivery does not entitle the customer to reject further deliveries from the same or another contract.

3.6 The customer shall also be in default of acceptance if the delivery is only offered to him in writing by the company. § Section 294 BGB is therefore waived. The other statutory requirements for default of acceptance shall remain unaffected. 3.7 The delivery item notified as ready for dispatch in accordance with the contract must be accepted by the Customer without delay. Otherwise, the Company shall be entitled to either dispatch or store the delivery item at the expense and risk of the Customer, at the Company's discretion, and to invoice the Customer after the expiry of a grace period of one week. The same shall apply if the delivery item is not called or not called in full within the agreed call-off period.

4.1 Compliance with delivery periods and delivery dates is subject to the timely fulfillment of the customer's contractual obligations. Delivery periods shall commence on the date of the Company's order confirmation, but not before clarification of all details of the execution of the order and receipt of all documents required for the execution of the order and other information to be provided by the Customer as well as receipt of any agreed advance payment. The delivery deadline shall also be deemed to have been met if the delivery item leaves the factory or warehouse at the agreed time or if the customer has been notified of readiness for dispatch but the delivery item cannot be dispatched on time through no fault of the Company. The above provisions shall apply accordingly to delivery dates.

4.2 Even if a time according to the calendar is determined for the services or if a time can be calculated according to the calendar after a preceding event, default shall only occur after receipt of a written reminder by the Company. If the Company is in default of delivery, the Customer shall grant it a reasonable grace period. This must be at least two weeks.

4.3 After the expiry of a reasonable period of grace granted to the Company in the event of a delay in delivery, the Customer shall be entitled to withdraw from the contract if he has pointed out the refusal of performance when setting the period of grace. The right of withdrawal shall not apply if the delivery item has been dispatched or is ready for dispatch on expiry of the deadline and the customer has been notified of this.

4.4 Unforeseen events beyond the Company's control, such as war, threat of war, riots, acts of violence by third parties against persons or property, sovereign interventions including monetary and trade policy measures, labor disputes at the Company or its suppliers or transport companies, interruptions of the planned transport connections, fire, shortage of raw materials, shortage of energy and other operational disruptions at the Company or its suppliers shall extend firmly agreed delivery periods and dates by the duration of the hindrance. This shall also apply if the Company is already in default of delivery or if the aforementioned impediments to performance already existed prior to conclusion of the contract but were not known to the Company. The Company shall inform the Customer immediately of obstacles of the aforementioned kind.

4.5 If delays in delivery attributable to the above last longer than two months, both parties shall be entitled to withdraw from the contract. However, the Customer may only withdraw from the contract if the Company does not respond to its request within one week to declare whether it intends to withdraw or deliver within a reasonable period of time. The same right of withdrawal shall arise irrespective of the aforementioned period if the performance of the contract has become unreasonable for one of the parties in view of the delay that has occurred.

4.6 If the Customer suffers damage as a result of the Company's delay, he shall be entitled, to the exclusion of any further claims for compensation, to demand compensation for delay in the amount of 1/2 (one and a half) per cent for each full week of delay, but in total not more than 5 (five) per cent of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. This restriction shall not apply if the Company is liable in cases of intent or gross negligence (see clause 7) and also not if a commercial transaction for delivery by a fixed date within the meaning of § 376 HGB (German Commercial Code) has been agreed. The customer's right of rescission pursuant to clauses 4.3 and 4.5 and the reservation of self-delivery pursuant to clause 3.1 shall remain unaffected.

5.1 The delivery item shall remain the property of the Company (reserved goods) until complete and final fulfillment (i.e. only after final release also from any joint liability for bills of exchange or checks) of all claims of the Company arising from the business relationship, regardless of the legal grounds. The same shall also apply with regard to future or conditional claims arising from contracts concluded simultaneously or at a later date within the scope of the business relationship. In the case of current accounts, the reserved property shall serve as security for the Company's claim arising from a current account relationship.

5.2 Treatment and processing of the reserved goods shall be carried out for the company as manufacturer within the meaning of § 950 BGB, without obligating the company. The treated/processed delivery item shall be deemed to be reserved goods to secure the claims of the Company within the meaning of clause 5.1. If the reserved goods are treated/processed, combined or mixed with other goods not belonging to the Company, the Company shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. In the event that the Company's ownership of the goods subject to retention of title expires due to the combination, mixing or processing of the goods subject to retention of title, the Customer hereby assigns to the Company the ownership rights to which it is entitled to the new stock or 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 and shall store them for the Company free of charge with the due care of a prudent businessman. The co-ownership rights arising therefrom shall also be reserved goods to secure the claims of the Company within the meaning of clause 5.1.

5.3 As long as the Customer is not in default of payment, he may sell the reserved goods in the ordinary course of business and only on his normal terms and conditions, provided that the claims arising from the resale are simultaneously transferred to the Company in accordance with Clauses 5.4 to 5.6. The customer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. The above authorization may be revoked by the Company in the cases listed in Section 2.7 and in the event of a breach of the above obligations. In the event of revocation, the customer is also prohibited from processing the reserved goods and combining or mixing them with another delivery item.

5.4 The receivables and other claims including all ancillary rights of the customer arising from the resale of the goods subject to retention of title are hereby assigned to the company, i.e. with the agreement of these ALB, which hereby accepts the assignment. They shall serve as security for the Company's claims to the same extent as the reserved goods. If the goods subject to retention of title are sold by the Customer together with other delivery items not supplied by the Company, the claim arising from the resale is hereby assigned in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other delivery items. In the case of the sale of goods in which the Company has co-ownership shares in accordance with clause 5.2, a part of the claim corresponding to its co-ownership share is hereby assigned to the Company.

5.5 As long as the authorization to resell has not been revoked, the Customer meets his payment obligations to the Company and does not breach any other material contractual obligations, the Customer shall be entitled to collect the claims arising from the resale. The customer is not entitled to assign or pledge the receivables to third parties - including the sale of receivables to factoring banks. The customer must inform the company immediately of any impairment of its rights by third parties, handing over the documents necessary for an intervention. Any intervention costs incurred shall be borne by the customer.

5.6 After revocation of the authorization to resell and/or the direct debit authorization, the Customer shall be obliged, at the Company's request, to provide information on the stock of reserved goods and assigned claims, to inform its customers of the assignment to the Company (unless the Company does so itself) and to provide the Company with the information and documents required for collection. Furthermore, if the Customer is more than two weeks in arrears with his payment obligations to the Company, the Company may demand the return of the goods subject to retention of title and collect the claims and other entitlements assigned to the Company. Furthermore, the Company may utilize the goods subject to retention of title to satisfy its claims as soon as the Company has either withdrawn from the contract or the conditions for the assertion of damages in lieu of performance have arisen. The assertion of the retention of title, in particular the repossession of the goods subject to retention of title, shall only be deemed a withdrawal from the contract if the Company expressly declares this in writing. Under the above conditions, the Customer's right to possess the reserved goods shall lapse. In the aforementioned cases, the Company shall be entitled to enter the Customer's premises and collect the reserved goods after giving prior notice and setting a deadline.

5.7 If the realizable value of the Company's existing securities exceeds the secured claims by a total of 10 (ten) percent, the Company shall be obliged to release securities of the Company's choice at the Customer's request.

5.8 The intellectual property in the technology and design of the delivery item shall remain with the inventor or manufacturer, even if it has not (yet) been entered in a register under patent law. Any infringement of the intellectual property of the technology and design by copying or enabling copying is prohibited.

6.1 Insofar as the Company provides the Customer with DIN regulations, other domestic or foreign quality standards or other information on the quality of the delivery item, these shall only serve to describe the services to be provided by the Company in more detail. This does not constitute a guarantee of quality. Deviations from illustrations and descriptions in brochures and other documents of the Company as well as from dimensional and weight specifications and performance values are permissible unless these have been expressly agreed as binding or the deviations are unreasonable for the Customer with regard to the intended use of the delivery item recognizable by the Company.

6.2 The Customer shall inspect the delivery item immediately with reasonable thoroughness and - if necessary by trial processing / trial operation - check the quality of the delivery item and notify the Company of any recognizable defects immediately, at the latest within 10 (ten) days of receipt of the delivery item / completion of assembly, in writing (if possible and reasonable, enclosing samples), stating the invoice, production and dispatch number. Hidden defects must be reported in the same way immediately after their discovery. Otherwise the customer's warranty claim shall lapse. Any further obligations of the customer under § 377 of the German Commercial Code (HGB) and the special provisions under clause 7 for deliveries with assembly services shall remain unaffected.

6.3 If the Customer fails to safeguard rights of recourse against third parties, processes a defective delivery item without prior quality control or delivers the delivery item notified as defective to third parties without having previously given the Company the opportunity to inspect notified defects, all claims for defects shall lapse. The same applies to the consequences of unsuitable or improper use of the delivery item, incorrect assembly by the customer, the use of unsuitable operating materials, the existence of an unsuitable building site, non-compliance with operating and maintenance instructions, improper modifications to the delivery item, natural wear and tear and incorrect or negligent handling.

6.4 In the event of timely and justified notification of defects, the Company shall be obliged, at its discretion, to repair or replace the goods free of charge within a reasonable period of time. The Company shall be liable for this to the same extent as for the original delivery item. However, the Customer shall bear any additional costs arising from the fact that the delivery item has been transported to a place other than the place of performance.

6.5 If the company does not fulfill an obligation assumed within the scope of liability for defects or does not fulfill it in accordance with the contract, the customer shall be entitled to reduce the remuneration or to rescind the contract after expiry of a reasonable grace period. The latter right does not exist if the defect only insignificantly reduces the value or suitability of the entire delivery item with regard to the usual purpose of use or the purpose of use stipulated in the contract, and otherwise only with regard to the defective parts of the delivery, unless it would be unreasonable to expect the customer to maintain the contract with regard to the defect-free parts of the delivery.

6.6 Claims for defects shall become time-barred within one year of delivery of the delivery item or, in the case of deliveries with assembly services, within one year of acceptance and, in the case of pure assembly and service work, from completion of the assembly and service work at the customer's premises / from return of the assembly item to the customer. This shall not apply insofar as the law prescribes longer periods in accordance with § 438 para. 1 no. 2 BGB (buildings and items for buildings) or insofar as the Company is liable due to intent. 6.7 Claims for compensation are also limited in accordance with clause 8.

6.8 The above provisions shall also apply to obvious incorrect deliveries.

7.1 Unless otherwise agreed in writing, the Company shall charge the cost rates valid at the time the order is placed or on a time and material basis: working, assembly preparation and maintenance hours; surcharges for overtime outside normal daily working hours and for assembly services on Saturdays, Sundays and public holidays; travel time from the nearest branch office of the company and - if an assembly technician is not available there - from the head office; allowances; expenses for postage, telegrams, telephone calls and fax transmissions; the costs of the assembly technician's outward and return journey by car, unless the use of an airplane, if necessary with the subsequent use of a rental car/fax. with subsequent use of a rental car/taxi, as well as the costs of any necessary overnight stays. If the accommodation of an employee of the Company is more than 2 km away from the installation site, the daily travel costs and the daily travel time from the accommodation to the installation site shall be charged as working time, but without surcharges.

7.2 The Customer shall also bear the costs of using the installation and service personnel in accordance with Section 7.1 if an order cannot be carried out because the fault complained of did not occur during the inspection, the Customer missed the agreed deadline or the order was withdrawn by the Customer during execution. The Company shall be entitled to demand security for payment for spare parts to be procured by it prior to their installation. After completion of the installation, the Customer shall certify to the fitter/service technician the hours worked by the fitter/service technician on the work certificate to be submitted by him.

7.3 The customer shall ensure that the technical conditions necessary for undisturbed and uninterrupted commissioning, repair or maintenance of the delivery item are created in good time, in particular safe access routes, perfect accessibility of the installation site, sufficient load-bearing capacity of the foundations, freedom from vibrations of the subsoil and provision of energy and operating resources. The rooms in which the installation takes place must be sufficiently protected against the effects of the weather and heated, well lit and adequately secured against interference by unauthorized third parties.

7.4 When installing machines, all structural work and other preparatory work must be completed before installation begins so that installation can begin immediately after delivery and can be carried out without interruption. The substructure for the machine to be installed must be completely dry and set. The rooms in which the installation is to take place must be adequately protected against the effects of the weather, warmed and well lit. Furthermore, sufficient electrical connections must be installed by the customer and - insofar as this has been agreed with the customer or proves necessary during the work - employees of the customer, lifting equipment and tools for auxiliary services must be available in order to be able to carry out the order without interruption as far as possible. Otherwise, any interruptions and the associated additional costs shall be borne by the customer.

7.5 After completion of the installation/service, a trial operation shall be carried out to prove the performance (of the delivery item), during which the future operating personnel to be provided by the customer in good time shall be instructed. Failures and fluctuations in performance (of the delivery item) during the trial operation shall not justify any claims by the Customer against the Company. The same shall apply if the Customer puts the delivery item/service into operation itself before acceptance.

7.6 Immediately after the trial operation, the Customer must accept the delivery item/service. The acceptance shall be recorded in an acceptance report to be signed jointly. Acceptance may only be refused in the event of significant defects until they have been rectified. Any outstanding technical acceptances by the trade supervisory authority or the TÜV shall not entitle the customer to refuse or postpone acceptance. Any defects discovered during the warranty period during these technical inspections, to which the Company must be invited, shall be remedied by the Company in accordance with Clause 6. 7.7 If the Customer has started to use the delivery item/service, acceptance shall be deemed to have taken place six working days after the start of use, unless a later acceptance has been expressly agreed in writing. The Company may prohibit the Buyer from using the delivery item/service at any time prior to acceptance.

7.8 If the delivery item is damaged or destroyed before acceptance due to force majeure, war, riot or other unavoidable circumstances for which the Company is not responsible, the Company shall be entitled to payment for the delivery item and the installation work carried out up to that point.

7.9 In the case of assembly and service work, the liability for defects shall be limited to the work carried out by the Company on the assembly item and the spare parts installed. In the event of timely and justified notification of defects in the Company's assembly and service work, the Company shall - at its discretion - be obliged to rectify the defect free of charge or deliver a replacement free of charge within a reasonable period of time. The customer shall bear any additional costs arising from the fact that the item to be installed has been moved to another location in the meantime. This shall not give rise to any further claim for defects for other parts of the installation item. Parts which the Company replaces within the scope of liability for defects shall become the property of the Company.

7.10 The Company's liability for defects presupposes the proper operation and regular maintenance of the installation items installed/repaired/maintained by the Company. Liability for defects for the consequences of unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, the use of unsuitable equipment, non-compliance with operating and maintenance instructions, improper modifications, natural wear and tear, faulty or negligent handling is excluded.

8.1 Claims for compensation by the customer against the company or employees of the company, irrespective of the legal grounds, are excluded, unless liability is based on intent, gross negligence, assumed guarantee, assumed procurement risk, injury to life, limb, health or material contractual obligations. This provision does not imply a change in the burden of proof to the detriment of the customer.

8.2 Claims for compensation by the Customer against the Company or the Company's employees for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless liability is assumed due to intent, gross negligence, assumed guarantee, assumed procurement risk or injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with this provision.

8.3 Claims for compensation against the company or its employees, irrespective of the legal grounds, shall lapse after one year at the latest. The special regulation for claims for defects in clause 6.6 remains unaffected.

8.4 Insofar as the company is liable under the Product Liability Act for property damage and personal injury caused by a product defect, the provisions of the Product Liability Act shall take precedence. For internal compensation in accordance with § 5 sentence 2 of the Product Liability Act, the above rules shall apply.

9.1 Information on processing and application possibilities, the maintenance or operation of the products supplied by the Company, technical advice or other information shall be provided to the best of the Company's knowledge, but without obligation and to the exclusion of any liability, unless the Company has acted with at least gross negligence. In the event of the conclusion of a consultancy contract or the existence of a corresponding secondary contractual obligation, the Company's liability shall be limited in accordance with Clause 8.

9.2 The Company reserves the copyright to drawings and other design documents. These may not be made accessible to third parties. Insofar as the Company manufactures the delivery item according to drawings, samples or other information provided by the Customer and thereby infringes the property rights of third parties, the Customer shall indemnify the Company against all claims in connection therewith.

10.1 The place of performance for the delivery/service and payment is Hamburg.

10.2 The place of jurisdiction for any legal disputes arising from this contract and its creation and validity, including those arising from checks and bills of exchange, shall be Hamburg, provided that the customer is a registered trader or a legal entity under public law or a special fund under public law. However, the Company may sue the Customer at any other place of jurisdiction in accordance with the German Code of Civil Procedure.

10.3 The contractual relationship is subject to the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded.

Status: 07/2024