1 Scope

These Terms and Conditions shall apply to all contractual relationships between DILAX Intelcom GmbH, Alt-Moabit 96b, 10559 Berlin, Germany (hereinafter “DILAX”) and its Clients.

DILAX shall explicitly offer its services only to entrepreneurs, legal entities under public law, and special funds under public law within the meaning of Section 14 of the German Civil Code (BGB). DILAX does not offer services of any kind to consumers. DILAX can demand evidence of entrepreneurial status at any time.

The Terms and Conditions in particular to contracts for the sale and delivery of movable objects (“goods”), regardless of whether DILAX manufactures the goods or procures them from suppliers (Sections 433 and 650 BGB). These also apply to orders whose focus is not on the sale of goods, but on installation services or the implementation of a functional end product.

Unless otherwise agreed, the Terms and Conditions in the version valid at the time of the Client’s order or in any case in the version last provided to the Client in writing shall also apply as the master agreement for similar future contracts, without DILAX having to reference them again in each individual case.

2 Exclusivity

2.1 These Terms and Conditions shall apply exclusively. The applicability of separate terms and conditions issued by DILAX, especially for hardware, software and services, shall remain – in the event of an agreement to this effect with the Client – unaffected by this.

2.2 Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if and insofar as DILAX has expressly agreed to their validity. This requirement of approval shall apply in any case, for example even if the Client makes reference to its general terms and conditions in connection with the order and DILAX does not expressly object to this. This also applies if the Client’s terms and conditions are attached to or referenced in contract documents and if DILAX renders services having been aware of conflicting or deviating terms and conditions of the Client.

2.3 Individual agreements (e.g., framework supply agreements, quality assurance agreements) and specifications in our order confirmation shall have precedence over the Terms and Conditions, unless otherwise agreed.

3 Conclusion of contract

3.1 Unless explicitly indicated otherwise, quotations by DILAX are subject to alteration and non-binding. The Client’s order is regarded as a binding contractual offer. This is also the case if DILAX has entrusted service descriptions, catalogues, other product descriptions, drawings, photographs, illustrations, performance specifications, technical data, dimensions, weights or documents – including those in electronic form – to the Client.

3.2 Orders must be made in writing (e.g., by letter, by fax, or by e-mail) and must be received by DILAX 30 days after submission of the quotation. DILAX is entitled to accept this contract offer within three weeks of receiving it. The contractual commitment for DILAX shall arise from acceptance of the order in written form (order confirmation).

3.3 Where the German law on contracts for works and services applies, in the event of termination of the contract in accordance with Section 648 of the German Civil Code (BGB) and the rendering of services has not yet begun, 15 percent of the costs specified for the service must be paid as lump-sum compensation. The Client is entitled to provide evidence of a significantly smaller loss. DILAX reserves the right to provide evidence of any higher loss actually incurred

4 Content of quotations and services

4.1 The content of the DILAX services shall be determined by the order confirmation or – if such an order confirmation does not exist – the last version of the quotation including the associated appendices and documents and/or agreed changes to the service. Good engineering practice must also be complied with. In contrast, service descriptions in quotations, drafts or other documents prepared previously are not valid in any way.

4.2 DILAX shall not be liable in the case of force majeure.

This includes all unforeseeable events as well as events which – insofar as they could have been foreseen – are beyond the control of the parties. These include, but are not limited to, the following events:

4.3 Natural disasters such as floods, storm surges, hurricanes, typhoons, other catastrophic weather events, earthquakes, lightning, avalanches, landslides, or fire; pandemics, epidemics, and infectious diseases (in cases where a disaster has been declared by the WHO or by a government ministry or it has been declared at minimum a “moderate” level risk by the Robert Koch Institute); war or warlike conditions, riots, revolution, military or civilian coups, insurrections, blockades, government decrees or decrees issued by public authorities, strikes, lockouts.

4.4 If such an event of force majeure occurs, the contractual partner affected by it is obligated to inform the other contractual partner without delay, at the latest within 14 days of becoming aware of the event occurring and its impact on performance in writing.

4.5 In this case, DILAX is entitled to extend its delivery dates and deadlines based on the extent and duration of the force majeure event and the accompanying impact this has, without granting the Client a right to withdraw from the contract or to claim damages. DILAX shall not be in default for the period of the justified extension of the delivery date and deadlines.

4.6 Both parties undertake to do everything in their power and within reason to minimize the damage.

4.7 If the disruption due to an event of force majeure lasts longer than three months, DILAX is entitled to terminate the contract in whole or in part without the Client being able to derive any claims for compensation from this.

5 Terms of delivery

5.1 Delivery shall take place ex works (EXW) DILAX Intelcom GmbH / Berlin / Germany, in accordance with Incoterms 2020, including packaging.

5.2 The term for delivery commences at the time specified by DILAX in the order confirmation – or in the latest version of the quotation if no such confirmation exists – or once all the conditions specified by DILAX for the start of delivering services have been fulfilled.

5.3 If fulfilment of the contract on schedule is delayed during execution by missing information, plans, specifications, data etc. or changes thereto, for which the Client is responsible, the contractual dead- lines shall be extended accordingly. If DILAX incurs additional costs as a result, these shall be borne by the Client.

5.4 Partial deliveries and invoicing thereof are permissible at any time.

5.5 If, contrary to Section 5.1, the installation or setting up of equipment on the premises or movable property of the Client or third parties is agreed, the risk of accidental destruction shall pass to the Client when they are brought into the premises of the Client or third party. This shall also apply if acceptance has been agreed but has not yet taken place.

5.6 If DILAX cannot comply with mandatory delivery deadlines for reasons for which DILAX is not responsible (the service is not available), DILAX shall inform the Client of this and, at the same time, notify him of the anticipated new delivery deadline. If the service is not available within the new delivery deadline either without DILAX being responsible for this, DILAX is entitled to withdraw entirely or partially from the contract, whereby DILAX shall inform the Client that the service is still not available and – if applicable – of its withdrawal. DILAX shall reimburse the Client for any consideration already pro- vided. In particular, late delivery by suppliers of DILAX, if DILAX has concluded a matching hedging transaction (binding, prompt and sufficient provision of the goods) and DILAX is not otherwise responsible for the non-delivery of the goods counts as the service not being available in this sense. The legal rights of withdrawal and cancellation as well as the legal provisions governing the settlement of the contract in the event of the service obligation being excluded (e.g. provision of the service is impossible or unreasonable and/or it will be provided subsequently) shall remain unaffected.

5.7 The delivery is insured against risks during transport at standard market rates only if this has been explicitly agreed with the Client. DILAX shall inform the Client of the amount and scope of insurance cover at any time on request.

5.8 If there is evidence of visible damage to the delivery or items are missing, the Client must provide evidence of this to the carrier of the transport company on delivery. The evidence must identify the damage or missing items sufficiently clearly in accordance with Section 438 of the German Commercial Code (HGB). The obligation to notify DILAX pursuant to Section 377 HGB shall remain unaffected by this.

5.9 Contractual penalties based on delay or non-performance are excluded.

6 Installation and assembly

6.1 Installation and assembly shall be incumbent upon the Client unless it has expressly commissioned DILAX to do so. Installation and assembly must be carried out expertly in compliance with the installation and assembly specifications provided by DILAX.

6.2 If installation and assembly are part of the services ordered, the following regulations shall apply. The Client has to assume and provide the following at his expense and in a timely manner: (a) all earthworks, construction works and other secondary works outside the scope of the segment including the specialist and auxiliary staff, materials and tools needed for this purpose; (b) the items and materials needed for installation, assembly and commissioning, such as scaffolding, lifting devices and other equipment, fuels, operating materials and lubricants, (c) energy and water at the place of use including connections, heating and lighting, (d) sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc. at the assembly site and appropriate work and break rooms including appropriate sanitary facilities, bearing in mind the circumstances, for the assembly staff; apart from that, the Client must take the measures to protect rights of ownership and possession at the building site that he would take to protect his own property and possessions, (e) protective clothing and protective equipment, which is required because of the particular circum- stances of the assembly site, (f) any permits that are required.

6.3 Before starting installation and assembly, on an unprompted basis the Client must provide the requisite details about the position of concealed electrical cables, gas, water pipelines or similar equipment and the necessary static details. The same applies to information about the local, national and inter- national safety regulations to be observed on site (in German or English). The Client must nominate a local point of contact for safety and regulatory issues.

6.4 Before starting installation and assembly, the provisions and items needed to start work must be at the installation or assembly site and all preliminary works before construction starts be so advanced that installation and assembly can be started as agreed and carried out without any interruptions. Access routes and the assembly site must be levelled and cleared.

6.5 If installation and assembly are delayed by circumstances for which DILAX is not responsible, the Client must bear the costs for waiting time and any additional trips by the assembly staff that are required to a reasonable extent.

6.6 The Client must notify DILAX immediately of the time spent working by the assembly staff and the completion of the installation and assembly.

7 Prices, payment terms

7.1 Any transport costs, taxes, fees, customs duties, levies, etc. as well as bank charges and costs for official permits that may be needed by the Client are not included in the quotation or contractual price and must be borne by the Client.

7.2 If billing on a time and materials basis is agreed, DILAX shall provide evidence of the hours spent through its employees’ records which must be reviewed and countersigned by the Client once a week at the latest. If the Client refuses to acknowledge a timesheet that has been presented, DILAX may demand that the accuracy of the timesheets is reviewed within ten working days. If there are no justified objections within this period, the timesheet will be deemed to have been acknowledged. Travelling time counts as working hours and will be invoiced at the hourly rate specified in the current DILAX price list at the time the service is commissioned up to a maximum of twelve hours per day. Any agreements deviating from this must be concluded expressly between the contracting parties. The price lists provided by DILAX will be updated once a year each January. In the context of ongoing business relationships, the date on which the service is specifically commissioned is not deemed to be the date on which it is carried out. This shall not be the case if there are more than four months between commissioning and execution.

7.3 Surcharges:

Normal working hours amount to eight hours per day (PD=person day) between 9.00 a.m. – 5.00 p.m. for five working days per week (Monday-Friday).

If DILAX works outside the above working hours at the request of the Client, a surcharge of 50% will be charged on the regular hourly rates. A surcharge of 50% on the regular hourly rates will be charged for night work on working days between 7.00 p.m. and 7.00 a.m. For work on Saturdays and Sundays and public holidays (in the state of Berlin), a surcharge of a further 100% will be charged on the regular hourly rates. These surcharges are cumulative.

7.4 Cash expenses and ancillary costs:

Cash expenses and ancillary costs of any kind as well as costs of materials are not included in the regular hourly rates and surcharges. Actual expenses but at least the amounts specified in Appendix shall be charged for all expenses and ancillary costs incurred both in Germany and abroad.

Travel expenses shall be charged according to the price list. Any expenses, additional and special requests shall be charged according to the price list.

7.5 For orders below EUR 100.00, DILAX charges a minimum quantity surcharge of EUR 20.00.

7.6 Unless specified otherwise in the quotation or order confirmation, the payment terms described below shall apply. Payments for the entire scope of supply are due for payment as follows:

a) 20% of the total payment: at the latest within 14 days after the order has been confirmed or the contract signed, or once performance of the service has commenced, and

b) 80% of the entire payment: at the latest within 14 days of delivery or the provision of service.

7.7 Other services will be charged immediately the service is provided in line with the contractually agreed compensation or at cost and must be paid within 14 calendar days. DILAX is entitled to request a down payment or payment in advance at any time.

7.8 If the Client’s payment is delayed, reminder fees of EUR 40.00 (pursuant to Section 288 (5) BGB) plus default interest as specified by the legal provisions but at least nine percentage points above the base rate per year must be paid. Further claims by DILAX shall remain unaffected.

8 Retention of title

8.1 DILAX shall retain ownership of the goods supplied (reserved goods) until all claims to which DILAX is entitled against the Client now or in future are met, including all current account balances. If the Client’s behavior is contrary to the contract – especially if he is in arrears with a payment – DILAX is entitled to withdraw from the contract after an appropriate grace period has been set. DILAX is entitled, without withdrawing from the contract, to simply request the return of the goods on the grounds of retention of title and to reserve the right to withdraw from the contract. The Client shall bear the transport costs incurred for the withdrawal. If the reserved goods are taken back, this shall already constitute a withdrawal from the contract. Any reserved goods taken back may be sold by DILAX. The proceeds from the sale will be offset against those amounts owed by the Client after an appropriate amount for the costs of the sale has been deducted.

8.2 The Client must treat the reserved goods carefully. He must insure them at his expense against damage caused by fire, water and theft at their replacement value. If servicing and inspection works become necessary, the Client must carry these out at his expense in good time.

8.3 The Client may use the reserved goods and sell them on in the proper course of business as long as he is not in arrears with any payments. However, he may not pledge the reserved goods or transfer them by way of security. The Client shall already assign the Client’s payment claims against his purchasers from any re-sale of the reserved goods and those claims of the Client regarding the reserved goods, which arise against his purchasers or third parties for another legal reason (claims from unlawful acts and claims to insurance benefits) and including all current account balances to DILAX in their entirety by way of security. DILAX accepts the assignment.

8.4 The Client may collect these assigned claims for his account in his own name for DILAX as long as this authorization is not revoked. DILAX’s right to collect these claims itself is not affected by this; however, DILAX will not enforce the claims itself and will not revoke the collection authorization as long as the Client duly complies with his payment obligations.

8.5 If, however, the Client behaves contrary to the contract – especially if he is in arrears with a payment – DILAX may ask the Client to announce the assigned claims and the respective debtors, to notify the respective debtors of the assignment and to hand over all documents and make all disclosures that DILAX will need to enforce the claims.

8.6 Any processing or remodeling of the reserved goods by the Client is always undertaken for DILAX. If the reserved goods are processed with other items that do not belong to DILAX, DILAX will acquire joint ownership of the new item in the proportion of the value of the reserved goods (final invoice amount including sales tax) to the other processed items at the date of processing. Incidentally, the same shall apply to the new item resulting from the processing as for the reserved goods.

8.7 If the reserved goods are indivisibly combined or mixed with other items that do not belong to DILAX, DILAX will acquire joint ownership of the new item in the proportion of the value of the reserved goods (final invoice amount including sales tax) to the other combined or mixed items at the date of processing. If the reserved goods are combined or mixed in such a way that the Client’s item must be seen as the principal item, the parties already agree that the Client shall assign joint ownership of this item to DILAX pro rata. DILAX accepts this assignment.

8.8 The Client shall keep the sole ownership or joint ownership of an item created in this way safe for DILAX.

8.9 If the event of the reserved goods being pledged by third parties or in the event of other interventions by third parties, the Client must point to DILAX’s ownership and must immediately notify DILAX in writing so that DILAX can assert its ownership rights. If the third party is not able to reimburse DILAX for any judicial or extra-judicial costs arising in this connection, the Client shall be liable for them.

8.10 If the Client requests this, DILAX shall be obliged to release collateral to which DILAX is entitled in as much as its realizable value exceeds the value of the outstanding claims against the Client by more than 20%. However, DILAX may select the collateral to be released.

9 Claim for Defects

9.1 Claims for defects are based on the contractually agreed specifications (quality agreement). If the quality was not agreed, the decision on whether a defect exists or not must be based on the legal provision (Section 434 (1) sentences 2 and 3 BGB). However, DILAX assumes no liability for public statements by the manufacturer or other third party (e.g. advertising statements), which the Client has not indicated to DILAX as a critical factor in his decision to purchase.

9.2 In the case of goods containing digital components or other digital content, DILAX is only obliged to provide and, if necessary, update the digital content where this is expressly indicated in a quality agreement pursuant to Section 9.1.

9.3 The Client’s claims for defects presuppose that he has complied with any existing legal obligations to investigate and notify (Section 377 HGB) and the obligations to investigate and notify pursuant to Section 5.8 of these Terms and Conditions, if he is a businessman. If a defect becomes apparent during the investigation or later, DILAX must immediately be notified of this in writing. Notification is deemed to be immediate if DILAX receives it within two weeks.

9.4 Regardless of this obligation to investigate and notify, the Client must notify obvious defects (including incorrect deliveries and short deliveries) in writing within two weeks of delivery even if he is not a businessman.

9.5 Claims for defects are excluded, (a) for defects caused by negligence, improper use, a lack of care, incorrect storage or accident, (b) if the contractual devices were not serviced professionally, (c) if external products, not approved by DILAX, are installed, (d) if spare parts or consumables are used, which were not manufactured by DILAX or do not comply with the instructions for using the device, (e) if the product supplied is used by untrained users and (f) if the servicing intervals specified in the manual or operating instructions are not complied with, but by and large only if a defect was caused by this or it is overwhelmingly probable that a defect was caused by this.

9.6 The limitation period shall be 12 months after the system is commissioned but no more than 18 months after delivery or acceptance. This does not apply to defects caused deliberately by DILAX.

9.7 DILAX can choose to remedy the defects by either providing a replacement service free of charge or by rectifying the defective part of the service.

9.8 DILAX is entitled to make the supplementary performance owed contingent on the Client settling outstanding debts to DILAX first. However, the Client is entitled to withhold a reasonable portion of the payment in relation to the defect.

9.9 The Client shall give DILAX the time and opportunity necessary for the supplementary performance owed, in particular to hand over the defective goods for purposes of inspection. In the event of a replacement delivery, the Client is required to return the defective item to DILAX on request in accordance with the statutory provisions; however, the Client shall not have the right to request the return of the item. Supplementary performance does not include the disassembly, removal, or uninstalling of the defective item, nor the integration, mounting, or installation of an item that is free of defects if DILAX was not originally obliged to provide said services; any statutory claims on the part of the Client for reimbursement of the relevant costs (“disassembly and installation costs”) remain unaffected.

9.10 The costs necessary for inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as any disassembly and installation costs, shall be borne by DILAX or shall be reimbursed to the Client by DILAX in accordance with the statutory provisions if a defect in fact exists. Otherwise, DILAX may demand compensation from the Client for the costs incurred due to the unjustified request to remedy the defect if the Client knew, or could have known, that there was in fact no defect.

9.11 If the replacement service or the rectification of the respective defect fails, the Client will be entitled to the statutory rights. Claims for compensation may only be asserted within the limits of Section 11. As a rule, rectification must be assumed to have failed only if at least two attempts at rectifying a defect have not led to its being remedied despite the appropriate grace period set by the Client having elapsed or rectification is refused.

9.12 If a certain counting accuracy is promised by DILAX, this will be subject to the systems supplied being expertly installed in accordance with the installation instructions and the proper configuration thereof. If the parties agree to review the counting accuracy, this review is to be carried out by DILAX in the form of a manual counting check. The Client is entitled to participate in the counting check.

10 Liability

10.1 DILAX shall have unlimited liability in accordance with the legal provisions for losses suffered by the Client, which have been caused by deliberate or grossly negligent conduct by DILAX or its vicarious agents and for personal injuries and losses in accordance with the German Product Liability Act (Produkthaftungsgesetz).

10.2 Apart from that, DILAX’s liability for claims for compensation - for whatever legal reason - is restricted according to the following provisions unless stated otherwise in a guarantee assumed by DILAX: For losses caused by slight negligence, DILAX will be liable only in as much as they are based on the breach of material contractual obligations (cardinal obligations). Cardinal obligations are such contractual obligations, fulfilment of which is a fundamental prerequisite for the proper execution of the contract and on compliance with which the Client could rely. If DILAX is accordingly liable for ordinary negligence, DILAX’s liability is limited to the typically foreseeable damage.

10.3 The provisions of the above paragraphs shall also apply accordingly to the limitation of the obligation to reimburse futile expenditure (Section 284 BGB).

10.4 In the case of items being leased or if the object of the service provided by DILAX is the provision of a SaaS (Software as a Service), DILAX’s liability under the guarantee is precluded pursuant to Section 536a BGB, unless this involves injury to life, limb or health. Otherwise, the lessee is only entitled to compensation for initial defects if the lessor is responsible for their existence or failure to rectify them.

10.5 Special provision for prototypes and transfer of goods for testing.

10.6 If the goods are delivered – as a paid service or free of charge – in order to allow the Client to inspect and sample them or perform tests at the Client’s request, so particularly for evaluation and the delivery of samples and prototypes, there shall in principle be no liability for defects.

10.7 If the goods are provided on loan, i.e., free of charge and for a temporary period, Sections 599 and 600 BGB shall apply. A permanent, free-of-charge transfer is generally ruled out. If this is done in spite of this, Sections 523 and 524 BGB shall apply.

10.8 In the case of permanent transfer subject to fees or charges, this will constitute a separate type of contract, in which the agreed remuneration is paid by the Client as compensation for the expenses incurred by DILAX as a result of DILAX making the goods available to the Client for assessment and testing for its own R&D purposes. In this case, DILAX is neither entitled nor obliged to take back the goods.

10.9 If DILAX determines in the course of further development that the goods provided within the meaning of this provision are defective or no longer conform to the state of the art, DILAX is entitled to replace the goods provided with the current and at minimum equivalent and suitable product (right of exchange) and to make it available to the Client for further testing. DILAX is also entitled to the right of exchange, in particular if DILAX has further developed the items provided within the meaning of this provision into a product ready for series production, which can be deployed or used for purposes beyond testing. The right of exchange shall end at the end of the agreed term in the case of a temporary transfer or, otherwise, two (2) years after the initial transfer for use, unless otherwise agreed between the parties.

10.10 Components or products supplied or purchased by DILAX may not be used in air or space travel (even in model making).

10.11 The above restrictions on liability shall also apply in favor of DILAX’s vicarious agents.

11 Limitation

11.1 The general limitation period for claims arising from material defects and defects of title will amount to one year unless the material defect or defect of title was deliberately caused by DILAX. Section 9.6 remains unaffected.

11.2 Special statutory provisions for defects in connection with buildings (Sections 438 (1) No. 2, 634a (1) No. 2 BGB), third parties’ claims to restitution of property (Section 438 (1) No. 1 BGB) and fraud (Sections 438, 634a (3) BGB) and for claims of recourse against suppliers in the event of final delivery to a consumer (Section 479 BGB) shall, if applicable, remain unaffected.

11.3 The above limitation periods shall also apply to the Client’s contractual and extra-contractual claims for damages that are based on a defect in the product unless application of the regular statutory limitation (Sections 195, 199 BGB) would lead on a case-by-case basis to a shorter limitation or a case of Section 11.1 applies.

12 Securing payment and licenses

12.1 To secure DILAXs claims to payment for our services, DILAX is entitled to insert technical safeguards in our Clients’ hardware as well as software programs that allow DILAX to document the type and scope of the services supplied in each case.

12.2 DILAX is entitled to take technical precautions to ensure that rights of use to software that have been granted are used in accordance with the contract. These include hard locks, time-limited security codes or other security measures which provide start-of-the-art protection against a license being misused.

13 Secrecy

13.1 The contracting parties agree to treat confidential information pertaining to the other contracting party strictly confidentially and to take care that unauthorized third parties does not become aware of it.

13.2 The contracting parties also agree not to use confidential information in any way without explicit prior approval from the other contracting party, especially for their own purposes or such companies affiliated with them.

13.3 The contracting parties agree to disclose confidential information solely to such employees, selected external persons (e.g. advisors) and members of the contracting parties’ executive bodies, who must obtain access for purposes of initiating and handling the planned and/or ongoing business relationship and have been explicitly notified of the confidentiality of the information by the contracting parties and have made an undertaking to this effect. The obligation pursuant to Section 13.1 to protect the confidentiality of information obtained includes, in particular, the obligation neither to use confidential information themselves nor to have it used by third parties for competitive purposes.

13.4 Confidential information within the meaning of this agreement is, in particular, all circumstances or information pertaining to the other contracting party transmitted or otherwise disclosed, which relate to business processes, the results of business, know-how or personal data, i.e. in particular but not exclusively business or operating secrets of a technical, commercial, organizational or other kind. Among others, these include technical information and information about developments, business concepts and strategies, purchasing, marketing, administration, human resources, planning, finance and accounting, internal calculations, intentions, experiences, findings, processes, structures and documents as well as any additional data, which must be viewed as confidential or internal know-how, regardless of the form of the information (material/immaterial). In case of doubt, transmitted information is regarded as confidential.

13.5 Information is not confidential if and in as much as the relevant confidential information can be demonstrated to have been known to the contracting party that received it before this agreement was concluded, was or had been generally known before this agreement was concluded, became generally known after conclusion through no fault of the contracting party that received it, was developed or worked out by the contracting party that received it without using confidential information or was or is explicitly released for publication or other use in writing by the contracting party disclosing it.

13.6 Further non-disclosure agreements concluded by the contracting parties shall remain unaffected by this.

13.7 This obligation shall apply for a period of five years after complete fulfilment of the contract or after receipt of the last piece of information that must be kept secret, depending which stipulation occurs later.

14 Transfer of software & intellectual property

14.1 If DILAX transfers software for long-term use as part of its services, the extent to which rights are granted and the permitted use is based on the respective license offer. If there are no other details, only simultaneous installation and execution of the software is permissible. Duplication of the soft- ware is permissible only for backup purposes in this case.

14.2 If DILAX offers Software-as-a-Service as part of its services, the Client is not entitled to have the software transferred but only receives access to use the software on DILAX’s servers to the extent agreed. The Client is not entitled to make available any access data for use of these services or the services themselves to third parties without the explicit consent of DILAX.

14.3 The technology underlying the goods supplied and/or implanted or supplied software will be owned by DILAX or DILAXs’ licensor. Any use, duplication or processing above and beyond the contractual purpose by the Client is prohibited and imposes an obligation to destroy anything manufactured or obtained in this way irrespective of all our other claims. The Client is obliged to provide DILAX with all information needed to enforce our rights or to present the documents in question immediately on request.

14.4 If goods are developed in accordance with Clients’ specifications or processed or adapted at the request of the Client, DILAX is entitled in principle to offer the same work or adaptations to third parties as well unless the work or adaptations are based on the Client’s registered property rights or it has been granted exclusive rights. The Client must explicitly indicate such property rights to DILAX in writing. The same applies to accompanying materials, sketches, drafts or similar documents that were prepared for the Client as part of the provision of service.

15 Disposal

15.1 The devices sold by DILAX are not suitable for disposal with household waste. Disposal of this kind can lead to severe environmental damage and considerable personal injuries. DILAX is registered with the Stiftung Elektronische-Altgeräte (national register for waste electronic equipment) under the WEEE- No. DE84627375 and takes back all devices marketed after 23 March 2006 for the purposes of disposal if the Client is based within the European Union or the goods were marketed in the European Union. Following prior consultation with DILAX (+49-30-773092-40) or support@dilax.com all devices in question can be returned to DILAX for proper disposal and recycling at the cost to the Client (Incoterms 2020 “DDP”).

16 Written documents

16.1 If a contracting party is sent written documentation containing confidential information or confidential information in other physical form, the production of duplicates is permitted solely for the purposes of carrying out the intended and/or existing collaboration.

16.2 All confidential information transferred, which a contracting party has received from the other, must be returned immediately or destroyed with the consent of the other contracting party if (a) a contracting party is no longer interested in establishing the collaboration, (b) a contracting party submits a quotation that is finally not accepted by the other contracting party or (c) a contracting party is asked by the other contracting party to do so in writing, unless the documents are needed for the purposes of implementing the current contract.

17 Continuing obligations & terminations

17.1 Unless agreed otherwise, continuing obligations with a term of more than one year will be extended by a further year at the end of the term and in the event of a term of less than one year by the respective term. In the absence of other agreements, continuing obligations where the term is more than one year can only be terminated by the Client with a notice period of three months to the end of the contract. In the event of a shorter overall term, the contract may be terminated with a notice period of four weeks to the end of the month. If a contract is limited without any automatic extension, the contract cannot be terminated ordinarily. Termination for good cause shall remain unaffected.

17.2 DILAX is entitled to terminate ongoing obligations at any time subject to a notice period of two months without giving any reasons; this is also the case if the term is limited.

18 Applicable law, place of performance and place of jurisdiction

18.1 German law, excluding the UN Convention on the International Sale of Goods, shall apply to the contractual relationship between DILAX and the Client as well as all claims arising from or because of the existence of this contract. The registered office of DILAX is the place of performance.

18.2 The place of jurisdiction for all present and future claims from the business relationship with businesspeople, legal entities incorporated under public law or special funds under public law is the registered office of DILAX, unless another exclusive place of jurisdiction is specified by law. This shall also apply if the Client is an entrepreneur within the meaning of Section 14 BGB. The same is true if the Client has no general place of jurisdiction in Germany, relocates his office or usual place of residence from Germany or his office or usual place of residence is unknown at the time legal action is taken, in so far at this is permissible by law. DILAX is, however, also entitled to take action against the Client at his general place of jurisdiction.

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