TERMS AND CONDITIONS

(1) All deliveries, services and offers (including the delivery of goods, rights and licenses or the production of tangible or intangible works, collectively hereinafter also referred to as the “delivery item”) of botspot 3D Scan GmbH (hereinafter also referred to as the “Seller”) are based on these General Terms and Conditions of Sale. These are an integral part of all contracts which the Seller concludes with his contractual partners (hereinafter also referred to as “Buyer”) for the deliveries or services offered by him. They shall also apply to all future deliveries and services of the Seller to the Buyer, even if they are not separately agreed upon again.

(2) Deviating, conflicting or supplementary terms and conditions of the Buyer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Buyer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

2. Offer and Conclusion of Contract

(1) All offers of the Seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The Seller may accept orders within fourteen days of receipt. Even after a non-binding offer has been made, the Seller shall not be obliged to accept a subsequent order.

(2) The legal relationship between the Seller and the Buyer shall be governed solely by the written purchase agreement or, if an order is accepted on the basis of an offer by the Seller, by the offer, the order and the acceptance of the order, in each case including the appendices referred to and these General Terms and Conditions of Sale (hereinafter referred to as the “Agreement”). These fully reflect all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by the Seller prior to the conclusion of the Contract shall not be legally binding and verbal agreements between the Contracting Parties shall be replaced by the Contract concluded in accordance with the aforementioned conditions, unless it is expressly stated in the Contract that they shall continue to be binding.

(3) Additions and amendments to the contract, including these General Terms and Conditions of Sale, must be made in writing to be effective. The Executive Board or authorized signatories of the Seller, but not other employees of the Seller, shall also be entitled to make deviating verbal agreements. Transmission by telecommunication, in particular by fax or by e-mail, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted.

(4) Individual agreements made with the Buyer in individual cases (including side agreements, supplements and amendments) in accordance with the above paragraphs shall in any case take precedence over these General Terms and Conditions of Sale.

(5) Prior to ordering the delivery item, the Buyer has obtained information from the Seller about the technical and other requirements that suitable premises must meet for the installation, commissioning and operation of the delivery item (“suitable premises”). Buyer shall ensure
(i) that it has suitable premises at the time of delivery and
(ii) that it operates the delivery item exclusively in suitable premises.

3. Prices and Payment

(1) The prices shall apply to the scope of services and delivery specified in the contract. Additional or special services shall be charged separately. The prices are in EURO plus the statutory value added tax as well as fees and other public charges.

(2) Method of payment:
(a) Insofar as the delivery item is a scanner, 75 % of the purchase price shall be due within 3 days after conclusion of the contract. The remaining 25% of the purchase price shall be due within 3 days after complete delivery and performance (including any agreed acceptance) of the scanner installed in accordance with the provisions of § 5 of these General Terms and Conditions of Sale.

(b) The purchase price for all other delivery items shall be due in full within 3 days after complete delivery and performance (including any agreed acceptance).

(c) Further amounts shall be paid within fourteen days after receipt of an invoice without any deduction, unless otherwise agreed in writing.

(d) The date of receipt by the Seller shall be decisive for the date of payment. All payments shall be made in EURO without any deduction to the account of the Seller.

(3) Payment by check shall be excluded unless agreed separately in individual cases.

(4) If the Buyer fails to make payment when due, interest of 5% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.

(5) Offsetting against counterclaims of the Buyer or the retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been established as final and absolute by a court of law.

(6) The Seller shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, circumstances become known to the Seller which are likely to substantially reduce the creditworthiness of the Buyer and which jeopardize the payment of the Seller’s outstanding claims by the Buyer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies).

4. Delivery and Delivery Time

(1) Deliveries shall be made ex works. At the Buyer’s request, the delivery item shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the Seller shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging).

(2) Deadlines and dates for deliveries and services promised by the Seller shall always be approximate only, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party entrusted with the transport.

(3) The Seller may – without prejudice to its rights arising from default on the part of the Buyer – demand from the Buyer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Buyer fails to meet its contractual obligations towards the Seller.

(4) The Seller shall only be entitled to make partial deliveries if
– the partial delivery is usable for the Buyer within the scope of the contractual purpose,
– the delivery of the remaining ordered goods is ensured and
– the Buyer does not incur any significant additional expenses or costs as a result (unless the Seller agrees to bear such costs).

(5) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller, for whatever reason, the Seller’s liability shall be limited to damages in accordance with § 10 of these General Terms and Conditions of Sale.

5. Place of Performance, Dispatch, Packaging, Transfer of Risk, Acceptance

(1) The place of performance for all obligations arising from the contractual relationship shall be at the Seller’s place of business/works, unless otherwise specified. If the Seller is also responsible for installation, the place of performance shall be the place where the installation is to be carried out.

(2) The mode of shipment and the packaging shall be at the discretion of the Seller.

(3) The risk shall pass to the Purchaser at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or the Seller has assumed other services (e.g. shipping or installation). If the shipment or handover is delayed due to a circumstance caused by the Buyer, the risk shall pass to the Buyer on the day on which the delivery item is ready for shipment and the Seller has notified the Buyer of this.

(4) Storage costs after transfer of risk shall be borne by the Buyer. In the event of storage by the Seller, the storage costs shall amount to 0.5% of the invoice amount of the delivery items to be stored per expired week. The right to claim and prove further or lower storage costs is reserved.

(5) The Seller shall insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Buyer and at the Buyer’s expense.

(6) Insofar as acceptance has been expressly agreed, the Buyer shall be obliged to accept the goods if the delivery of all components to be delivered by the Seller in accordance with the contract has been completed, the readiness for operation of the delivery item has been established and any necessary instruction in the operation of the delivery item has been provided, the Seller has notified the Purchaser thereof with reference to the deemed acceptance pursuant to § 5 (7) and has requested the Purchaser to accept the delivery item, and the delivery item has no defect that makes the use of the delivery item impossible or significantly impairs it. The parties shall sign an acceptance protocol within the scope of the acceptance.

(7) Insofar as an acceptance has to take place and the Buyer does not carry out the acceptance contrary to § 5 (6), the delivery item shall nevertheless be deemed to have been accepted if
– ten working days have elapsed since delivery or installation and the Seller’s request for acceptance, or
-the Buyer has started to use the delivery item (e.g. has put the delivery item into operation) and in this case three working days have passed since delivery or installation and the Seller’s request for acceptance.

6. Granting of Rights/ Software

(1) Insofar as the Seller’s delivery includes Sensor Control Software, the provisions on the granting of rights set forth in the following paragraphs shall apply. “Software” means the computer programs supplied by the Seller (Sensor Control Software) including the associated documentation.

(2) Upon full payment of the purchase price in accordance with § 3 of these General Terms and Conditions of Sale, the Buyer shall receive the non-exclusive, permanent, non-transferable and non-sublicensable right to use the Software in accordance with the following provisions.

(3) The Buyer may use the Software only for its own purposes for operating the 3D scanner purchased from the Seller. The Purchaser shall not be entitled to publicly reproduce, rent, lend or otherwise make the Software temporarily available to third parties by wire or wireless means. The type and scope of the contractual use shall otherwise be determined by the provisions of the purchase agreement.

(4) Duplications of the software are only permitted for own purposes for the operation of the 3D-Scanner purchased by the Seller. The Purchaser is not entitled to make a backup copy or to make a duplication of the Software as part of the data backup. In compensation, the Seller shall provide the Buyer with a copy of the Software delivered to the Buyer at any time upon request.

(5) Any use of the Software beyond the contractually agreed scope is not permitted and requires an additional grant of rights by the Seller.

(6) At the Seller’s request, the Buyer shall enable the Seller to check whether the Buyer is complying with the provisions of the purchase agreement with regard to the permissible use of the Software, in particular also by way of remote maintenance. The Seller may revoke the Purchaser’s right of use if the Purchaser is in material breach of the permitted use. Before revoking the right of use, the Seller shall set the Buyer a reasonable period of time to remedy the situation. The Buyer shall confirm to the Seller in writing that the unlawful use has ceased.

(7) For the use of the delivery item, calculation software is also required. The Buyer can obtain this by concluding a separate transfer agreement with a third-party provider.

7. Warranty, Material Defects

(1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages of the Purchaser arising from injury to life, body or health, from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents or from product liability, each of which shall become statute-barred in accordance with the statutory provisions.

(2) Warranty claims of the Buyer presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later time, the Seller shall be notified thereof in writing without undue delay. In any case, obvious defects shall be notified in writing within 5 working days from delivery and defects not apparent upon inspection within the same period from discovery. If the Buyer fails to properly inspect the goods and/or notify the Seller of defects, the Seller’s liability for the defect that was not notified in time or not properly notified shall be excluded in accordance with the statutory provisions.

(3) The technical data, specifications, explanations of the functions and possible uses as well as other information in any product descriptions supplied shall be understood exclusively as a description of the quality within the meaning of Section 434 (1) sentence 1 of the German Civil Code and not as an independent guarantee, quality or durability guarantee. Information provided by the Seller on the subject of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose. Statements made by the Seller or by third parties commissioned by the Seller regarding the delivery item shall only constitute independent guarantee promises, quality or durability guarantees in the legal sense if they are designated in writing by the Seller’s management and expressly and literally as an “independent guarantee”, “quality guarantee” or “durability guarantee”.

(4) In the event of material defects, the Seller shall, at the Buyer’s request, provide subsequent performance at its own discretion by remedying the defect (subsequent improvement) or by delivering a defect-free item (new delivery). The Buyer shall grant the Seller unhindered access to the delivery item for the purpose of any rectification of defects. The Seller may also carry out defect rectification measures at any time by way of remote maintenance. In the event of material defects in the Sensor Control Software, the Seller shall be entitled to effect subsequent performance by supplying a patch, update or new program version of the Sensor Control Software. The Seller is entitled to deliver a new program version of the Sensor Control Software, provided that it contains the same scope of functions as the version of the Sensor Control Software which is the subject matter of the contract and its adoption is reasonable for the Buyer and does not lead to significant disadvantages. In case of delivery of a new version, the Buyer is obliged to return or delete the defective Sensor Control Software (§ 439 para. 4 BGB). The Seller is entitled to show the Buyer temporary workarounds and to eliminate the defect later by delivering the next update or new program version of the Sensor Control Software released by the Seller, provided this is reasonable for the Buyer. If the Seller makes use of this right, this shall be taken into account when determining the appropriateness of the period for subsequent performance. The Buyer shall comply with the instructions given to it by the Seller by telephone, in writing or electronically within the scope of subsequent performance. The Seller may issue such instructions to the Buyer in particular with regard to the installation of patches, updates or new program versions of the Sensor Control Software provided for the purpose of subsequent performance as well as for the purpose of pointing out temporary possibilities for avoiding errors. The Buyer may, within a reasonable period of time, demand a type of supplementary performance other than that selected by the Seller if the type of supplementary performance selected by the Seller is unreasonable for him. The rights of the seller according to §§ 439 para. 3, 275 para. 2 and 3 BGB remain unaffected. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Buyer may withdraw from the contract or reasonably reduce the purchase price.

(5) After fruitless expiry of a deadline set for subsequent performance, the Buyer shall declare to the Seller in writing within a reasonable period of time whether it continues to demand subsequent performance or whether and which of the aforementioned further rights it asserts. If the Buyer continues to demand supplementary performance and the Seller thereupon gives notice thereof without undue delay, the Buyer shall grant the Seller a further reasonable period for this purpose, within which the Buyer shall not be entitled to assert the aforementioned rights. The Buyer shall only be entitled to withdraw from the contract and to claim damages in lieu of the entire performance in the event of substantial defects. The setting of a grace period, the declaration of withdrawal and the assertion of damages in lieu of performance must be in writing in order to be effective. The setting of a deadline by the purchaser is not required in the cases stipulated by law.

(6) If a defect is due to the fault of the Seller, the Buyer may claim damages under the conditions specified in § 10.

(7) In the event of defects in components of other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Buyer or assign them to the Buyer. In the event of such defects, warranty claims against the Seller shall only exist under the other conditions and in accordance with these General Terms and Conditions of Sale if legal enforcement of the aforementioned claims against the manufacturer and suppliers has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the Purchaser against the Seller shall be suspended.

(8) The warranty shall lapse if the Buyer modifies the delivery item or has it modified by a third party without the Seller’s consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Purchaser shall bear the additional costs of remedying the defect resulting from the modification.

(9) If, in the course of a defect analysis in connection with defects reported by the Buyer, it turns out that claims or rights of the Buyer due to defects do not exist, the Seller shall be entitled to charge the Buyer for the expenses incurred by it in the course of the investigation in accordance with its current price list, provided that the Buyer has recognized or negligently failed to recognize that a defect does not exist but that the cause of the defect complained of by it originates from its own sphere of responsibility.

(10) Any delivery of used items agreed with the Buyer in individual cases shall be made to the exclusion of any warranty for material defects.

8. Industrial Property Rights, Defects of Title

(1) The Seller shall be responsible in accordance with this § 8 for ensuring that no industrial property rights or copyrights of third parties are infringed by the delivery/service. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it for the infringement of such rights.

(2) If the delivery/service infringes an industrial property right or copyright of a third party, the Seller shall, at its discretion and at its expense, modify or replace the delivery item in such a way that no rights of third parties are infringed any more, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Buyer by concluding a license agreement. If the Seller does not succeed in doing so within a reasonable period of time, the Buyer shall be entitled to rescind the contract or to reduce the purchase price appropriately. However, the Buyer shall only be entitled to withdraw from the contract and to claim damages in lieu of the entire performance in the event of substantial defects. Any claims for damages by the Buyer shall be subject to the limitations of § 10 of these General Terms and Conditions of Sale.

(3) In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the Buyer or assign them to the Buyer. In such cases, claims against the Seller shall only exist in accordance with this § 8 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

(4) In cases of infringing Sensor Control Software, the Purchaser shall be obliged to return or delete the Sensor Control Software that is defective in title (Section 439 (4) BGB).

9. Force Majeure and Other Serious Events with Unforeseeable Consequences for the Performance of Services

Serious events, such as in particular force majeure, labor disputes, riots, armed or terrorist conflicts, natural disasters, epidemics, pandemics, which entail unforeseeable consequences for the performance of services, shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they should be in default. This does not imply an automatic termination of the contract. The contracting parties shall be obliged to notify each other of any such impediment and to adjust their obligations to the changed circumstances in good faith. If such events make it considerably more difficult or impossible for the Seller to deliver or perform and the hindrance is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to the Seller.

10. Liability for Damages due to Fault

(1) The Seller shall be liable for damages – irrespective of the legal grounds – within the scope of liability for fault in the event of intent and gross negligence. In the event of simple negligence, the Seller shall be liable, subject to a milder standard of liability in accordance with the statutory provisions (e.g. for due diligence in its own affairs) only
(a) for damages resulting from injury to life, body or health
(b) for damages resulting from the breach of a material contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, the Seller’s liability shall be limited to compensation for the foreseeable, typically occurring damage.

(2) The limitations of liability resulting from para. 1 shall also apply in the event of breaches of duty by or for the benefit of persons for whose fault the Seller is responsible in accordance with statutory provisions. They shall not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed and for claims under the Product Liability Act.

11. Retention of Title

(1) Until full payment of all our present and future claims arising from the underlying contract and an ongoing business relationship (secured claims), the Seller shall retain title to the delivery item.

(2) The delivery item subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer shall notify the Seller in writing without undue delay if an application for the opening of insolvency proceedings is filed or if third parties (e.g. attachments) seize the delivery item belonging to the Seller.

(3) In the event of conduct by the Buyer in breach of the contract, in particular in the event of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the delivery item.

(4) Until revoked in accordance with (c) below, the Buyer shall be entitled to resell and/or process, mix or combine the delivery item subject to retention of title in the ordinary course of business, unless otherwise agreed. In this case, the following provisions shall apply in addition.
(a) The retention of title shall extend to the products resulting from the processing, mixing or combining of the delivery item at their full value, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter’s right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the delivery item subject to retention of title.
(b) The Buyer hereby assigns to the Seller by way of security any claims against third parties arising from the resale of the delivery item or the product in total or in the amount of the Seller’s co-ownership share, if any, in accordance with the preceding paragraph. The Seller accepts the assignment. The obligations of the Purchaser set forth in Paragraph 3 shall also apply in respect of the assigned claims.
(c) The Buyer shall remain authorized to collect the claim in addition to the Seller. The Seller undertakes not to collect the claim as long as the Buyer meets his payment obligations towards him, there is no deficiency in his ability to pay and the Seller does not assert the retention of title by exercising his right of rescission pursuant to para. 3. If this is the case, however, the Seller may demand that the Buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case the Seller shall be entitled to revoke the Buyer’s authorization to further sell and process the goods subject to retention of title.

(5) However, the Purchaser is only entitled to permanently transfer or sell the 3D scanner acquired from the Seller together with the Software acquired from the Seller to a third party if the following conditions are cumulatively met:
(a) The Buyer transfers the Software together with the computer on which the Software is installed to the third party, completely abandoning its own use.
(b) The Buyer shall inform the Seller immediately in writing of the name and address of the third party.
(c) The Buyer has obligated the third party in writing to comply with the terms of use in accordance with the provisions of these Terms and Conditions of Sale.
The sale of the 3D-Scanner or its components acquired by the Seller to third parties without simultaneous transfer or sale of the Software shall remain unaffected by the foregoing requirements under (5) (a) – (c).

(6) If the realizable value of the securities exceeds the Seller’s claims by more than 10%, the Seller shall release securities of its (the Seller’s) choice at the Buyer’s request.

(7) In addition, the Seller shall retain title or copyright to all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Buyer. The Buyer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties, or reproduce them without the express consent of the Seller. Upon request of the Seller, the Buyer shall return these items in full to the Seller and destroy any copies made if they are no longer required by the Buyer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of usual data backup.

12. Secrecy

(1) All information, specifications, drawings and other data communicated to one party by the other in writing or orally are business secrets which must be treated confidentially. They may not be disclosed to third parties unless they are generally known or are otherwise lawfully known to the trusted party. They may only be disclosed to employees of the parties if and to the extent that this is necessary for the performance of the contract.

(2) This restriction shall not apply to information which is proven to be public or already lawfully known to the recipient at the time of the transfer or which is made public after the transfer to the recipient without the recipient being responsible for this.

(3) Each party shall ensure that the provisions of this confidentiality clause are also observed by its employees, vicarious agents and consultants, even after termination of the contractual relationship between the party and such employees, vicarious agents or consultants.

(4) The Recipient shall inform the Holder without undue delay if it becomes aware of confidential information provided by the Holder which the Holder considers to be confidential or if it is requested by a court, an authority or a third party to provide confidential information. This confidentiality clause shall remain in effect even after termination of the contract for as long as there is a legitimate interest in the confidential treatment.

(5) In addition, the parties shall comply with all requirements for the protection of intellectual property and the applicable data protection law.

13. Withdrawal

(1) The Buyer may only rescind or terminate the contract due to a breach of duty which does not consist of a defect if the Seller is responsible for the breach of duty. A free right of termination of the Buyer (in particular pursuant to §§ 650, 648 BGB in the case of a contract for work and materials) shall be excluded.

(2) In all other respects, the statutory requirements and legal consequences shall apply.

14. Exclusion of Assignment and Set-Off

(1) The assignment of claims arising from or in connection with this contract shall only be permitted with the express written consent of the other contracting party.

(2) Offsetting shall only be permissible if the other contracting party consents or if the claim against which offsetting is made is undisputed or has been finally determined by a court of law.

15. Retention of the botspot Label

The purchaser is obliged to leave the botspot label on the scanner acquired from the seller untouched. He is neither entitled to remove it nor to change it or to make it unrecognizable in any other way, e.g. by pasting it over. If he violates this obligation to cease and desist, he shall be obligated to pay a contractual penalty in the amount of 50,000.00 EUR. An infringement in the aforementioned sense shall also be deemed to have occurred if the scanner is made unrecognizable by third parties with the (implied) consent of the purchaser or if the scanner is made unrecognizable indirectly by the purchaser or a third party with the (implied) consent of the purchaser, e.g. by showing the scanner on pictures or videos without the label also being recognizable, e.g. by retouching.

16. Place of Jurisdication, Choice of Law

(1) If the Buyer is a merchant, a legal entity under public law or a special fund under public law or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Buyer shall be, at the Seller’s option, Berlin or the Buyer’s registered office. In such cases, however, Berlin shall be the exclusive place of jurisdiction for actions against the Seller. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relations between the Seller and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17. Final Provisions

(1) Insofar as the contract or these General Terms and Conditions of Sale contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale if they had been aware of the loophole.

(2) The Buyer acknowledges that the Seller stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transmit the data to third parties (e.g. insurance companies) to the extent necessary for the performance of the contract.