General Terms and Conditions

for the Supply of Machinery and other Mechanical, Electrical and Electronic Equipment in Denmark, Finland, Norway and Sweden.

Issued in 2017 by DI, Denmark; Teknologiateollisuus - Teknologiindustrin, Finland; Norsk Industri, Norway, and Teknikföretagen, Sweden.

1. These General Conditions shall apply when the parties agree in writing

or otherwise thereto. Deviations from the Conditions shall not apply

unless agreed in writing.

The object or objects which the Seller shall deliver according to the contract of the parties is (are) in these Conditions referred to as “the Product”.

The term includes software and documentation under Clauses 4-7.

When used in these Conditions, the terms “written” or “in writing” refer

to a document signed by both parties or a letter, fax, electronic mail or

other means of communication agreed by the parties.

Product Information

2. Data in marketing material, price lists and other product information

are binding only to the extent that they are expressly referred to in the

contract.

Documentation and Information

3. All documentation regarding the Product or its manufacture submitted by one party to the other, prior or subsequent to the formation of the

contract, shall remain the property of the submitting party.

Documentation received by one party shall not, without the consent of

the other party, be used for any other purpose than that for which it was

submitted. Except for documentation referred to in Clause 4, it may not

without the consent of the other party be copied, reproduced, transmitted

or otherwise communicated to a third party.

4. The Seller shall, no later than by delivery of the Product, free of charge

provide the Buyer with one set, or the number agreed upon, of documentation, which is sufficiently detailed to permit the Buyer to carry out

installation, commissioning, operation and maintenance - including running repairs - of all parts of the Product. The Seller shall not, however, be

obliged to supply manufacturing drawings of the Product or spare parts.

To the extent it is valid under the relevant law, the Seller may, with the

Buyer’s consent, fulfil these obligations by giving access to the documentation in electronic form.

Computer Software

5. In these General Conditions, computer software is referred to as the

computer software which is included in the Product and which consists of

the Seller’s software and/or sublicensed software.

The Seller’s software is computer software to which the Seller holds the

intellectual property rights. Sublicensed software is computer software to

which a third party holds the intellectual property rights and to which the

Seller, with the rights holder’s permission, grants the right of use.

6. Unless otherwise agreed, the Buyer acquires a non-exclusive, perpetual right to use the Seller’s software in the use of the Product. The

Buyer may transfer this right of use to subsequent owners of the Product.

Unless otherwise agreed, the Seller retains the rights to the Seller’s

software even when such software has been produced specially for the

Buyer. The Buyer may at his own responsibility make such changes in

the Seller’s software that are consistent with the general purpose for

which the Product is intended.

Subject to the limitations that may be agreed between the intellectual

property rights holder and the Seller, the Buyer acquires a non-exclusive,

perpetual right to use sublicensed software in the use of the Product and

to transfer this right to subsequent owners of the Product. The Seller

shall, no later than when the contract is entered into, inform the Buyer

in writing of any such limitations. The Buyer may make changes in

sublicensed programs only if specially agreed.

7. Unless otherwise agreed, the Seller is not obliged to provide the Buyer with the source code to the computer software. Nor shall the Seller,

unless otherwise agreed, be obliged to provide the Buyer with updated

versions of the computer software.

Test Before Delivery (delivery test)

8. Where a delivery test has been agreed, it shall, unless otherwise

agreed, be carried out where the Product is manufactured. If technical

requirements for the test have not been agreed, the test shall be carried

out in accordance with general practice in the industry concerned in the

country where the Product is manufactured.

9. The Seller shall notify the Buyer in writing of the delivery test in

sufficient time to permit the Buyer to be present at the test. If the Buyer

has received such notice, the test may be carried out even if the Buyer is

not represented at the test.

The Seller shall record the test. The test report shall be sent to the Buyer.

The report shall, unless otherwise shown by the Buyer, be considered to

correctly describe the execution of the test and its results.

10. If at the delivery test, the Product is found not to be in accordance

with the contract, the Seller shall as soon as possible ensure that the

Product complies with the contract. If so required by the Buyer, a new

test shall thereafter be carried out. The Buyer may not, however, require

a new test if the noncompliance was insignificant.

11. If no other division of the costs has been agreed, the Seller shall bear

all costs for delivery tests carried out where the Product is manufactured.

The Buyer shall, however, at such delivery tests bear all costs for his

representatives, including costs for travel, board and lodging.

General

Conditions

for the Supply of Machinery and other Mechanical, Electrical and

Electronic Equipment in Denmark, Finland, Norway and Sweden.

Issued in 2017 by DI, Denmark; Teknologiateollisuus - Teknologiindustrin,

Finland; Norsk Industri, Norway, and Teknikföretagen, Sweden.

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Trade Term

12. Where a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS® in force at the formation of the contract.

If no trade term has been specifically agreed, delivery shall be Free

Carrier (FCA) at the place decided by the Seller.

Time for Delivery. Delay

13. If, instead of a fixed date for delivery, the parties have agreed on a

period of time within which delivery shall take place, such period shall

start to run at the formation of the contract.

14. If the Seller finds that he will not be able to deliver the Product at the

agreed time or if delay on his part seems likely, he shall without undue

delay notify the Buyer thereof in writing, stating the reason for the delay

and if possible the time when delivery can be expected. If the Seller fails

to give such notice, he shall, regardless of the provisions of Clauses 16

and 17, reimburse the Buyer for any additional expenses, which the latter

incurs and which he otherwise could have avoided.

15. The time for delivery shall be extended by a period which having regard to the circumstances is reasonable if the delay in delivery is caused

by one of the following reasons:

- an act or omission on the part of the Buyer, or

- suspension by the Seller under Clause 21, second paragraph, or

- any other circumstance for which the Buyer is responsible, or

- a circumstance which under Clause 45 constitutes ground for relief.

The time for delivery shall be extended even if the reason for delay

occurs after the originally agreed time for delivery.

16. If the Seller fails to deliver the Product on time, the Buyer is entitled

to liquidated damages from the date on which delivery should have taken

place.

The liquidated damages shall be payable at a rate of one per cent of the

agreed price for each commenced week of delay. If the delay concerns

only a part of the Product, the liquidated damages shall be calculated

on the part of the price which is properly attributable to the part of the

Product which cannot be taken in use due to the delay.

The liquidated damages shall not exceed ten per cent of that part of the

price on which it is calculated.

The liquidated damages become due at the Buyer’s written demand but

not before the complete Product has been delivered or the contract is

terminated under Clause 17.

The Buyer loses his right to liquidated damages if he has not lodged a

written claim for such damages within six months after the time when

delivery should have taken place.

17. If the delay is such that the Buyer has become entitled to maximum

liquidated damages under Clause 16, and the Product is still not delivered, the Buyer may in writing demand delivery within a final reasonable

period which shall not be less than one week.

If the Seller fails to deliver within such final period and this is not due to

any circumstance for which the Buyer is responsible, the Buyer may, by

written notice to the Seller, terminate the contract in respect of that part

of the Product which cannot be taken in use due to the delay.

In case of such termination the Buyer shall also be entitled to compensation for the loss he suffers due to the Seller’s delay to the extent that the

loss exceeds the maximum of liquidated damages which the Buyer may

claim under Clause 16. This compensation shall not exceed ten per cent

of that part of the price which is properly attributable to the part of the

Product in respect of which the contract is terminated.

The Buyer shall also have the right to terminate the contract by written

notice to the Seller if it is clear that there will be a delay, which under

Clause 16 would entitle the Buyer to maximum liquidated damages. In

case of termination on this ground, the Buyer shall be entitled to both

maximum liquidated damages and compensation under the third paragraph of this Clause.

Except for liquidated damages under Clause 16 and termination of the

contract with limited compensation under this Clause 17, all claims in

respect of the Seller’s delay shall be excluded.

18. If the Buyer finds that he will be unable to accept delivery of the

Product on the agreed date, or if delay on his part seems likely, he shall

without undue delay notify the Seller thereof in writing stating the reason for the delay and, if possible, the time when he will be able to accept

delivery.

If the Buyer fails to accept delivery on the agreed date, he shall nevertheless make any payment which is dependent on delivery as if the Product

had been delivered. The Seller shall arrange storage of the Product at the

Buyer’s risk and expense. If the Buyer so requires, the Seller shall insure

the Product at the Buyer’s expense.

19. Unless the Buyer’s failure to accept delivery as referred to in Clause

18 is due to any such circumstance as described in Clause 45, the Seller

may by written notice require the Buyer to accept delivery within a

reasonable period.

If, for any reason for which the Seller is not responsible, the Buyer fails

to accept delivery within such period, the Seller may, by written notice

to the Buyer, terminate the contract in respect of that part of the Product

which is ready for delivery but has not been delivered due to the Buyer’s

default. The Seller shall then be entitled to compensation for the loss

he has suffered due to the Buyer’s default. The compensation shall not

exceed that part of the price which is attributable to the part of the Product in respect of which the contract is terminated.

Payment

20. Unless otherwise agreed, payment shall be made within 30 days

from the date of the invoice.

Unless otherwise agreed, the agreed purchase price, together with value

added tax, if any, shall be invoiced with 40 per cent at the formation of

the contract and the remaining part at delivery of the Product.

21. If the Buyer fails to pay on time, the Seller shall be entitled to

interest from the due date at the rate of interest determined by the law on

late payments in the Seller’s country. The Seller shall also be entitled to

compensation for actual recovery costs.

If the Buyer fails to pay by the due date or fails to give agreed securities

by the stipulated date, the Seller may also, after having notified the Buyer in writing, suspend performance of his contractual obligations until

payment is made or agreed securities are given.

22. If the Buyer has failed to pay the amount due within three months

after the due date, the Seller may terminate the contract by written notice

to the Buyer and, in addition to his rights according to Clause 21, first

paragraph, claim compensation for the loss he has suffered. The compensation shall not exceed the agreed purchase price.

Retention of Title

23. The Product shall remain the property of the Seller until paid for in

full, to the extent that such retention of title is valid under the relevant

law.

Liability for Defects

24. The Seller shall in accordance with the provisions of Clauses 25-36,

by repair or replacement, remedy any defect in the Product resulting

from faulty design, materials or workmanship.

Where the Seller is liable for a defect, he shall also be equally liable for

damage to the Product that is caused by the defect.

The Seller is not liable for defects arising out of material provided by the

Buyer or a design stipulated or specified by him.

25. The Seller’s liability does not cover defects caused by circumstances

that arise after the risk has passed to the Buyer. The liability does not,

for example, cover defects due to conditions of operation deviating from

those anticipated in the contract or to improper use of the Product. Nor

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The Federation of Norwegian Industries holds the copyright to these conditions. Linking to this file is permitted and paper copies may be produced, but not for sale. Downloading on networks and other copying requires permission. The Federation of Norwegian Industries holds the copyright to these conditions. Linking to this file is permitted and paper copies may be produced, but not for sale. Downloading on networks and other copying requires permission.

does it cover defects due to faulty maintenance or incorrect installation

on the part of the Buyer, alterations undertaken without the Seller’s

written consent or faulty repairs by the Buyer. Finally, the liability does

not cover normal wear and tear or deterioration.

26. The Seller’s liability is limited to defects that appear within a period

of one year from the date of delivery of the Product. If the Product is

used more intensely than agreed, this period shall be reduced proportionately.

27. When a defect has been remedied by repair or replacement under

Clause 24, the Seller shall have the same liability for defects in repaired

parts or in replacement parts as for the original Product for a period of

one year. For other parts of the Product, the liability period defined in

Clause 26 shall be extended only by the period during which the Product

could not be used due to a defect for which the Seller is liable.

28. The Buyer shall notify the Seller in writing of a defect without

undue delay after the defect has appeared and in no case later than two

weeks after the expiry of the liability period specified in Clauses 26 and

27. The notice shall contain a description of how the defect manifests

itself. If the Buyer fails to notify the Seller in writing within the above

time limits, he loses his right to make any claim in respect of the defect.

If there is reason to believe that the defect may cause damage, notice

shall be given forthwith. If notice is not given forthwith, the Buyer loses

the right to make any claim based on damage which occurs and which

could have been avoided if such notice had been given.

29. After receipt of a written notice under Clause 28, the Seller shall

remedy the defect without undue delay. Within this limit the time for

remedial work shall be chosen in order not to interfere unnecessary

with the Buyer’s activities. The Seller shall bear the costs as specified in

Clauses 24-36.

Remedial work shall be carried out where the Product is unless the Seller, with regard to the interests of both parties, finds it more appropriate

to have the Product sent to him or to a place instructed by him.

If the defect can be remedied by replacing or repairing the defective part,

and if removal and re-installation of the part does not require special

knowledge, the Seller may demand that the Buyer sends the defective

part to him, or to a place assigned by him, for repair or replacement. In

such case the Seller has fulfilled his obligations in respect of the defect

when he delivers a duly repaired part or a replacement part to the Buyer.

30. The Buyer shall at his own expense provide the Seller access to the

Product and arrange for any intervention in equipment other than the

Product, to the extent that this is necessary to remedy the defect.

31. All transports in connection with remedial work shall be at the

Seller’s risk and expense.

The Buyer shall follow the Seller’s instructions regarding how the transport shall be carried out.

32. The Buyer shall bear any additional costs for remedying a defect

which the Seller incurs when the Product is located elsewhere than at the

destination for the Seller’s delivery to the Buyer stated at the formation of the contract, or – if no destination has been stated – the place of

delivery.

33. Defective parts that are replaced under Clause 24, shall be placed at

the Seller’s disposal and shall become his property.

34. If the Buyer gives such notice as referred to in Clause 28, and no

defect is found for which the Seller is liable, the Seller shall be entitled

to compensation for the work and costs which he has incurred as a result

of the notice.

35. If the Seller fails to fulfil his obligations under Clause 29 in time, the

Buyer may by written notice require him to do so within a final reasonable period which shall not be less than one week. If the Seller fails to

fulfil his obligations within that period, the Buyer may at his option:

a) carry out or have the necessary remedial work carried out

at the Seller’s risk and expense, provided that the Buyer proceeds

in a reasonable manner, or

b) demand a reduction of the agreed purchase price not exceeding 20

per cent thereof, or

c) if the defect is substantial, terminate the contract by written notice

to the Seller. The Buyer shall also be entitled to such termination

where the defect remains substantial after measures referred to in

a). In case of termination, the Buyer shall be entitled to

compensation for the loss he has suffered. The compensation shall

not, however, exceed 20 per cent of the agreed purchase price.

36. Regardless of the provisions of Clauses 24-35, the Seller shall have

no liability for defects in any part of the Product for more than two

years from the end of the liability period referred to in Clause 26, first

sentence, or from the end of any other liability period agreed upon by the

parties.

37. The Seller shall have no liability for defects save as stipulated in

Clauses 24-36.

Liability for Infringement of Intellectual Property Rights

38. Unless otherwise agreed, the Seller shall, in accordance with Clauses 39-42, indemnify the Buyer against claims from a third party based

on infringement of patents, copyrights or any other intellectual property

rights protected in Denmark, Finland, Norway, Sweden or in any other

country specially agreed by the parties.

39. The Seller shall have no liability for infringement of intellectual

property rights arising out of:

- the Product being used elsewhere than in a country referred to

in Clause 38,

- the Product being used in a manner deviating from that agreed or

in a way the Seller should not have foreseen, or

- the Product being used together with equipment or software not

supplied by the Seller, or

- alterations in the Product undertaken by the Buyer.

Nor is the Seller liable for infringement of intellectual property rights

arising out of a design or construction stipulated or specified by the

Buyer.

40. Defence against claims referred to in Clause 38 shall be for the Seller’s account. The Seller shall compensate the Buyer for such amounts as

the latter is obliged to pay under a final award or a settlement approved

by the Seller.

The Seller shall only be liable if the Buyer without delay informs the

Seller in writing of any claim which the Buyer receives and allows the

Seller to decide how the claim shall be dealt with.

41. In case of an infringement of patent, copyright or other intellectual

property rights for which the Seller is liable according to Clauses 38-39,

the Seller shall without undue delay, after receipt of written notice under

Clause 40, second paragraph, at his option:

- provide for the Buyer the right to continue to use the Product, or

- adjust the Product so that the infringement ceases,

- replace the Product with another non-infringing product with an

equivalent function.

The Seller has the equivalent responsibility if the Buyer informs the Seller in writing of an infringement of patent, copyright or other intellectual

property rights, without any claims made against the Buyer from a third

party.

42. If the Seller fails to fulfil his obligations under Clause 41 in time, the

Buyer may by written notice require him to do so within a final reasonable period, which shall not be less than one week. If the Seller fails to

fulfil his obligations within that period, the Buyer may at his option:

a) carry out or have necessary measures carried out at the Seller’s risk

and expense, corresponding to those referred to under Clause 41,

first paragraph, provided that the Buyer proceeds in a reasonable

manner, or

b) if the infringement causes him substantial inconvenience, termina-

te the contract by written notice to the Seller. The Buyer shall

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also be entitled to such termination where the inconvenience

remains substantial after measures referred to in a).

Liability for Damage to Property Caused by the Product

43. The Seller shall have no liability for damage caused by the Product to any immovable or movable property, or for the consequences of

such damage, if the damage occurs while the Product is in the Buyer’s

possession. Nor shall the Seller be liable for any damage to products

manufactured by the Buyer or to products of which the Buyer’s products

form a part.

The Buyer shall indemnify and hold the Seller harmless to the extent

that the Seller incurs liability towards any third party in respect of loss or

damage for which the Seller is not liable according to the first paragraph

of this Clause.

The above limitations of the Seller’s liability shall not apply if he has

been guilty of gross negligence.

If a third party lodges a claim for compensation against the Seller or the

Buyer for loss or damage referred to in this Clause, the other party shall

forthwith be notified thereof in writing.

The Seller and the Buyer shall be mutually obliged to let themselves

be summoned to the court or arbitral tribunal which examines claims

against either of them based on damage or loss alleged to have been

caused by the Product. The liability as between the Seller and the Buyer

shall, however, always be settled in accordance with Clause 48.

General Limitation of Liability

44. Save as otherwise stated in these General Conditions there shall be

no liability for either party towards the other party. This applies to any

loss the other party may suffer such as loss of production, loss of profit

and any other consequential or indirect loss whatsoever.

The limitation of the liability referred to in the first paragraph shall, however, not apply if a party has been guilty of gross negligence. Nor shall

the limitation of liability apply to breach of the obligations referred to in

Clause 3, second paragraph or liability for infringement of intellectual

property rights under Clauses 38-42.

Grounds for Relief (Force Majeure)

45. The following circumstances shall constitute grounds for relief if

they impede the performance of the contract or make performance unreasonably onerous: industrial disputes and any other circumstance beyond

the control of the parties, such as fire, natural disasters and extreme

natural events, war, mobilization or military call-up of a comparable scope, requisition, seizure, trade and currency restrictions, insurrection and

civil commotion, shortage of transport, general shortage of materials,

restrictions in the supply of power and defects or delays in deliveries by

subcontractors caused by any such ground for relief.

The above described circumstances shall constitute grounds for relief

only if their effect on the performance of the contract could not be foreseen at the formation of the contract.

46. The party wishing to claim relief under Clause 45 shall without delay

notify the other party in writing on the intervention and on the cessation

of such circumstance.

If force majeure prevents the Buyer from fulfilling his obligations, he

shall reimburse the costs incurred by the Seller in securing and protecting the Product.

47. Notwithstanding other provisions of these General Conditions, either

party shall be entitled to terminate the contract by notice in writing to the

other party, if performance of the contract is prevented for more than six

months by reason of any grounds for relief as described in Clause 45.

Disputes. Applicable Law

48. Disputes arising out of or in connection with the contract shall be

settled by arbitration in accordance with the law on arbitration applicable in the Seller’s country. However, if the amount in dispute does not

exceed EUR 50,000, VAT excluded, or the equivalent amount in the

currency of the contract, the dispute shall be settled by a general court in

the Seller’s country.

49. All disputes arising out of the contract shall be judged according to

the law of the Seller’s country.

§ 7 Retention of title

(1) The goods remain our property until full payment has been made. If you are more than 10 days in arrears with payment, we have the right to withdraw from the contract and reclaim the goods. (2) You are entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, you hereby assign to us all claims arising from such a resale in the amount of the invoice value of our claim, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Notwithstanding our authority to collect the claim ourselves, you shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim ourselves as long as and insofar as you fulfil your payment obligations, no application for the opening of insolvency or similar proceedings against your assets has been filed and there is no suspension of payments. Insofar as the above-mentioned claims exceed by more than 10%, we are obliged to release the securities of our choice at your request.

(3) In the event of breach of contract by the customer, in particular default of payment, we shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. The assertion of the retention of title and the seizure of the delivery item by the supplier shall not be deemed a cancellation of the contract.

§ 8 Terms of delivery

(1) We shall deliver the goods in accordance with the agreements made with you. In the absence of any other agreements to the contrary, the following terms and conditions shall apply. Any shipping costs incurred are listed in the product description and will be shown separately on the invoice. Delivery dates and delivery periods are only binding if they have been confirmed by us in writing. If despatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

(2) If we do not deliver the goods or do not deliver them in accordance with the contract, you must set us a reasonable grace period to fulfil the service. Otherwise you are not entitled to withdraw from the contract. It is agreed that a grace period of four weeks is considered reasonable. (3) The supplier shall deliver the goods to the carrier or another person nominated by the buyer at the agreed place at the agreed time or within the agreed period.

(4) Delivery is complete

(a) if the named place is at the supplier's premises, when the goods have been loaded onto the means of transport provided by the buyer.

b) in all other cases, when the goods are placed at the disposal of the carrier or another person nominated by the buyer on the seller's means of transport ready for unloading.

(5) If the buyer has not notified a particular place at the named place of delivery and several places are possible, the supplier may choose the place which is best suited for the purpose. (6) Unless the Buyer notifies the Supplier otherwise, the Supplier may hand over the goods for transport in the manner required by the quantity and/or type of goods.

(7) The Supplier shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the supply of materials, etc.). disruptions of operations of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, pandemics, states of war or the failure of suppliers to deliver or to deliver correctly or on time) for which the supplier is not responsible. If such events make delivery or performance significantly more difficult or impossible for the Supplier and the hindrance is not only of a temporary nature, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to the seller.

(8) The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover or, in the case of sale by dispatch, upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to carry out the dispatch. This shall also apply if partial deliveries are made or if we have assumed other services (e.g. dispatch or installation).

(9) If dispatch or handover is delayed as a result of a circumstance for which you are responsible, the risk shall pass to you from the day on which the delivery item is ready for dispatch and we have notified you of this. In addition, you shall bear the storage costs incurred as a result of such delays. (10) The delivery time is based on the agreements between the contracting parties. Compliance with the delivery period is subject to all commercial and technical questions between the parties having been clarified and you having fulfilled your obligations, such as providing the necessary official certificates, authorisations or making a down payment. If this is not the case, the delivery time shall be extended accordingly.

§ 9 Inspection and acceptance

(1) If the contract contains an express provision on the purchaser's right of inspection, the purchaser shall be entitled to have the quality of the material used and the parts manufactured inspected and tested during and after completion of manufacture. The inspection and testing shall take place at the manufacturing site by prior appointment. (2) If, in your opinion, certain materials or parts of the items to be delivered are defective, all objections must be substantiated in writing.

(3) In the absence of any agreements to the contrary, the general practice of the relevant branch of industry in the country of manufacture shall apply to the testing of parts.

(4) The Supplier must notify the Purchaser in good time so that the Purchaser can have its representatives attend the inspection at its own expense. If the Purchaser is not represented, the Supplier shall provide the Purchaser with a test report, the accuracy of which shall be presumed. The Purchaser is at liberty to prove its incorrectness. (5) If acceptance is to take place, the purchased item shall be deemed to have been accepted if - the delivery and, if the Supplier is also responsible for installation/assembly, the installation/assembly has been completed, - the Seller has informed the Customer of this with reference to the fictitious acceptance and has requested him to accept, - twelve working days have passed since delivery or installation or the Customer has started using the delivered item (e.g. has put the delivered system into operation) and in this case six working days have passed since delivery or installation/assembly and - the Customer has cancelled acceptance within this period for reasons other than a defect notified to the Supplier. six working days have elapsed since delivery or installation/assembly and - the customer has failed to take delivery within this period for a reason other than a defect notified to the supplier which makes the use of the delivery item impossible or significantly impairs it.

§ 10 Warranty

(1) If the delivered goods are defective, you are entitled within the framework of the statutory provisions to demand subsequent fulfilment in the form of rectification of the defect or delivery of a defect-free item. We are entitled to choose the type of subsequent fulfilment. If the subsequent fulfilment fails, you are entitled to reduce the purchase price or to withdraw from the contract if the legal requirements are met. The prerequisite for any warranty rights is that you properly fulfil all inspection and complaint obligations owed in accordance with § 377 HGB (German Commercial Code). (2) The limitation period for warranty claims for the delivered goods is - except in the case of claims for damages - twelve months from receipt of the goods.

(3) No warranty is given in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, medium or environmental characteristics that lie outside the acceptable limits for the contractually agreed materials, chemical, electrochemical or electrical influences - insofar as they are not the responsibility of the Supplier.

(4) If the Customer or a third party carries out improper repairs, the Supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the supplier's consent.

§ 11 Limitation of liability

(1) We are liable for intent and gross negligence. Furthermore, we shall be liable for the negligent breach of obligations, the fulfilment of which is essential for the proper performance of the contract, the breach of which jeopardises the achievement of the purpose of the contract and on the observance of which you as the customer may regularly rely. In the latter case, however, we shall only be liable for the foreseeable damage typical of the contract. We shall not be liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

(2) The above exclusions of liability shall not apply in the event of injury to life, limb or health. Liability under the Product Liability Act remains unaffected.

§ 12 Use of software

(1) The customer is granted the non-exclusive right to use the software supplied with the goods in connection with the use of the goods. Use of the software on more than one system is prohibited.

(2) The customer is not authorised to make copies of the software, except for the purpose of use in accordance with § 10 (1) or for backup purposes.

(3) The customer may only transfer the rights granted to him to the software to a third party if ownership of the relevant product (in particular hardware product) is transferred to this third party at the same time and the customer does not retain any copies of the software.

(4) The Purchaser undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the prior express written consent of the Supplier.

(5) Property rights and copyrights to plans, technical documents, samples, cost estimates, drawings and the like are reserved. Information in physical as well as non-physical and electronic form shall remain exclusively with the Supplier. The Purchaser may not use, copy, reproduce or hand over/disclose them to third parties without the Supplier's consent.

(6) Under no circumstances are we obliged to disclose the source code of the software.

(7) Furthermore, we are not obliged to disclose the respective programming to you.

§ 13 Final provisions

(1) Amendments and supplements to these terms and conditions must be made in writing. This also applies to the cancellation of this written form requirement.

(2) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(3) The place of fulfilment and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of HUBER SE.

(4) Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by mutual agreement between the contracting parties by a legally effective provision which comes closest to the economic sense and purpose of the ineffective provision. The above provision shall apply accordingly in the event of loopholes.

HUBER SE, 01.11.2020

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