General Terms and Conditions (GTC) of LEHNER GmbH Sensor-Systeme

I. General provisions

(1) The legal relationship between the supplier and the purchaser in connection with the deliveries and/or services of the supplier (hereinafter referred to as "deliveries") shall be governed exclusively by these GTC. Any general terms and conditions of the purchaser shall apply only to the extent that the supplier has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations.

(2) The supplier reserves all property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter referred to as "Documents"). Documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, must be returned to the supplier immediately upon request. These provisions apply mutatis mutandis to documents of the purchaser; these may, however, be made accessible to third parties to whom the supplier has transferred supplies.

(3) The purchaser shall have the non-exclusive right to use standard software and firmware with the agreed performance features in unchanged form on the agreed devices. The purchaser may make a backup copy of the standard software without express agreement.

(4) Partial deliveries are permissible insofar as they are reasonable for the purchaser.

(5) The term "claims for damages" in these GTC also includes claims for reimbursement of futile expenses.

II. Prices, terms of payment and set-off

(1) Prices are ex works, excluding packaging, plus the applicable statutory value added tax.

(2) If the supplier has undertaken installation or assembly, and unless otherwise agreed, the purchaser shall bear all necessary ancillary costs such as travel and transport costs as well as allowances, in addition to the agreed remuneration.

(3) Payments are to be made free of charge to the supplier's paying office.

(4) The purchaser may only offset claims that are undisputed or have been legally established.

(5) The supplier shall be free to issue invoices by post or electronically by email.

III. Retention of title

(1) The objects of the deliveries (reserved goods) shall remain the property of the supplier until all claims to which the supplier is entitled against the purchaser from the business relationship have been fulfilled. If the value of all security interests exceeds the amount of all secured claims by more than 20%, the supplier shall release a corresponding part of the security interests at the request of the purchaser.

(2) During the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security. Resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or retains title until the customer has fulfilled its payment obligations.

(3) If the purchaser resells retained goods, it hereby assigns to the supplier by way of security its future claims against its customers from the resale, together with all ancillary rights, without the need for further declarations. If reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the purchaser shall assign to the supplier that portion of the total price claim which corresponds to the price of the reserved goods invoiced by the supplier.

(4a) The purchaser is permitted to process, mix or combine the reserved goods with other objects. Processing shall be carried out for the supplier. The purchaser shall keep the resulting new item for the supplier with the due care of a prudent businessman. The new item shall be deemed to be goods subject to retention of title.

(4b) In the event of combination or mixing with items not belonging to the supplier, the supplier shall be entitled to co-ownership of the new item in proportion to the value of the combined or mixed reserved goods relative to the value of the other goods at the time of combination or mixing.

(4c) The assignment of claims under no. (3) shall also apply to the new item, up to the amount corresponding to the value of the processed, combined or mixed goods subject to retention of title invoiced by the supplier.

(4d) If the purchaser combines goods subject to retention of title with real estate or movable property, it shall assign its corresponding remuneration claim to the supplier by way of security, in proportion to the value of the combined reserved goods relative to the other combined goods at the time of combination.

(5) Until revoked, the purchaser shall be authorized to collect assigned claims from resale. In the event of good cause — in particular default in payment, cessation of payments, opening of insolvency proceedings, protest of a bill of exchange, or justified indications of over-indebtedness or imminent insolvency — the supplier shall be entitled to revoke this authorization. The supplier may also, after prior warning and a reasonable period, disclose the security assignment and demand its disclosure to the customer.

(6) In the event of seizures, attachments or other interventions by third parties, the purchaser shall notify the supplier without delay and shall provide the information and documents required to assert the supplier's rights.

(7) In the event of violations of obligations by the purchaser, in particular default in payment, the supplier shall be entitled to take back the retained goods and, after the unsuccessful expiry of a reasonable deadline, to withdraw from the contract. The purchaser shall be obliged to surrender the goods. Taking back reserved goods shall not constitute withdrawal from the contract unless the supplier has expressly declared this.

IV. Time limits for deliveries; delay

(1) Observance of delivery deadlines presupposes timely receipt of all documents to be supplied by the purchaser, necessary approvals and releases, as well as compliance with the agreed terms of payment and other obligations. Where such conditions are not fulfilled in time, deadlines shall be extended accordingly, unless the delay is attributable to the supplier.

(2) Deadlines shall be extended accordingly if non-compliance is due to:
a) force majeure, e.g. mobilization, war, acts of terrorism, riots or similar events (e.g. strike, lockout);
b) virus attacks or other attacks by third parties on the supplier's IT systems, provided that usual protective measures were in place;
c) obstacles due to German, US American or other applicable national, EU or international foreign trade regulations or other circumstances for which the supplier is not responsible; or
d) delayed or non-conforming delivery by the supplier's own suppliers.

(3) If the supplier is in delay, the purchaser may — provided it can credibly demonstrate a resulting loss — claim compensation of 0.5% per full week of delay, but no more than 5% in total of the price of that part of the supplies which, due to the delay, could not be put to the intended use.

(4) Claims for damages due to delayed delivery exceeding the limits in no. (3) shall be excluded in all cases of delayed delivery, even after expiry of a deadline set for the supplier. This shall not apply in cases of intent, gross negligence or injury to life, body or health. The purchaser may only withdraw from the contract in accordance with statutory provisions where the supplier is responsible for the delay.

(5) At the supplier's request, the purchaser is obliged to declare within a reasonable period whether it withdraws from the contract due to the delay or insists on delivery.

(6) If dispatch or delivery is delayed at the purchaser's request by more than one month after notification of readiness for dispatch, storage costs of 0.5% of the price per additional month or part thereof may be charged, up to a maximum of 5%. The parties are free to prove higher or lower storage costs.

V. Transfer of risk

(1) Even in the case of carriage paid delivery, the risk shall pass to the purchaser as follows:
a) in the case of delivery without installation or assembly: when the goods have been handed over for dispatch or collected. At the purchaser's request and expense, the supplier shall insure the delivery against usual transport risks;
b) in the case of delivery with installation or assembly: on the day of acceptance at the purchaser's premises or, if agreed, after successful trial operation.

(2) If dispatch, delivery, start of installation or assembly, acceptance or trial operation is delayed for reasons attributable to the purchaser, or if the purchaser is otherwise in default of acceptance, the risk shall pass to the purchaser.

VI. Installation and assembly

Unless otherwise agreed in writing, the following provisions shall apply:

(1) The purchaser shall provide in due time and at its own expense:
a) all earthwork, construction work and other ancillary work outside the scope of the contract, including skilled and unskilled workers, building materials and tools;
b) items and materials required for assembly and commissioning, such as scaffolding, lifting gear, fuels 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 storage of machine parts, apparatus, materials and tools, as well as adequate working and recreation rooms for assembly personnel, including sanitary facilities; the purchaser shall take the same measures to protect the supplier's property and personnel as it would for its own property;
e) protective clothing and protective devices required due to special conditions at the assembly site.

(2) Prior to the start of assembly work, the purchaser shall provide, without being requested to do so, all necessary information on the location of concealed electricity, gas and water lines or similar installations, as well as the required structural data.

(3) Prior to the start of assembly, all required materials and objects must be available on site and all preparatory work must have progressed sufficiently to allow assembly to commence and proceed without interruption. Access roads and the assembly site must be leveled and cleared.

(4) If assembly or commissioning is delayed for reasons not attributable to the supplier, the purchaser shall bear the reasonable costs incurred for idle times and any additional travel by the supplier or assembly personnel.

(5) The purchaser shall certify to the supplier on a weekly basis the duration of working time of the assembly personnel and the completion of assembly or commissioning.

(6) If the supplier requests acceptance upon completion, the purchaser shall carry out such acceptance within two weeks. Acceptance shall be deemed to have taken place if the purchaser allows the two-week period to elapse or if the supplies have been put to use, possibly after completion of an agreed test phase.

VII. Acceptance

The purchaser may not refuse acceptance of deliveries on the grounds of minor defects.

VIII. Material defects

(1) All parts or services showing a material defect shall, at the supplier's discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect was already present at the time of passing of risk.

(2) Claims for subsequent performance shall become statute-barred 12 months after the statutory commencement of the limitation period; the same applies to rescission and reduction. Longer statutory periods apply in accordance with §§ 438 para. 1 no. 2, 479 para. 1 and 634a para. 1 no. 2 BGB, and in cases of intent, fraudulent concealment of defects and non-compliance with a quality guarantee.

(3) Notices of defects must be submitted by the purchaser immediately in writing.

(4) In the event of a notice of defects, payments may be withheld to an extent reasonably proportionate to the defects asserted. The purchaser may not withhold payments where its claims for defects are time-barred. If a notice of defect is unjustified, the supplier shall be entitled to claim compensation for expenses incurred.

(5) The supplier shall be given the opportunity to remedy the defect within a reasonable period.

(6) If subsequent performance fails, the purchaser may rescind the contract or reduce the remuneration, without prejudice to any claims for damages under no. (10).

(7) Claims for defects shall not exist in the case of insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk due to incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable ground conditions, or particular external influences not assumed under the contract, as well as non-reproducible software errors. Improper modifications or repairs carried out by the purchaser or third parties shall exclude claims for defects in respect of those modifications and their consequences.

(8) Claims of the purchaser for expenses incurred during subsequent performance — including travel, transport, labor and material costs — shall be excluded to the extent that such expenses are increased because the subject matter of the supplies has been brought to a location other than the purchaser's premises, unless such relocation is in accordance with the normal use of the supplies.

(9) The purchaser's right of recourse against the supplier pursuant to § 478 BGB shall only exist to the extent that the purchaser has not concluded agreements with its customers exceeding the scope of statutory defect provisions.

(10) Claims for damages of the purchaser based on a defect shall be excluded, except in cases of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body or health, or intentional or grossly negligent breach of duty by the supplier.

IX. Industrial property rights and copyrights; defects of title

(1) Unless otherwise agreed, the supplier shall be obliged to deliver supplies free from third-party industrial property rights and copyrights (IPR) only in the country of the place of delivery. If a third party asserts a justified claim against the purchaser based on an IPR infringement by the supplies:
a) The supplier shall, at its option and expense, either obtain a right to use the IPR, modify the supplies so that they no longer infringe, or replace them. If this is not possible under reasonable conditions, the purchaser shall be entitled to statutory rights of rescission or reduction.
b) The supplier's obligation to pay damages shall be governed by Art. XII.
c) These obligations apply only if the purchaser notifies the supplier without undue delay in writing of any claims asserted by third parties, does not concede the existence of an infringement, and leaves protective measures and settlement negotiations to the supplier's discretion.

(2) Claims of the purchaser shall be excluded where the purchaser is responsible for the infringement of the IPR.

(3) Claims shall also be excluded where the infringement results from specifications made by the purchaser, an application not foreseeable by the supplier, or modifications or combinations made by the purchaser with products not provided by the supplier.

(4) In the event of IPR infringements, Art. VIII no. (4), (5) and (9) shall apply accordingly.

(5) In the event of other defects of title, Art. VIII shall apply accordingly.

(6) Further claims against the supplier and its vicarious agents on account of a defect in title are excluded.

X. Reservation of performance

(1) Performance of the contract is subject to the proviso that there are no obstacles arising from German, US American or other applicable national, EU or international foreign trade regulations, embargos or other sanctions. The purchaser shall provide all information and documents required for export, transfer or import.

XI. Impossibility; adjustment of contract

(1) If delivery is impossible, the purchaser shall be entitled to claim damages, unless the supplier is not responsible for the impossibility. The purchaser's claim for damages shall be limited to 10% of the value of that part of the supplies which cannot be put to the intended use. This limitation shall not apply in cases of intent, gross negligence or injury to life, body or health. The purchaser's right to withdraw from the contract shall remain unaffected.

(2) Insofar as events within the meaning of Art. IV no. (2) a) to c) substantially change the economic importance or content of the supplies or considerably affect the supplier's business, the contract shall be adapted in accordance with the principles of reasonableness and good faith. If this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. The same shall apply if required export permits are not granted or cannot be used. The supplier shall notify the purchaser without undue delay upon becoming aware of the consequences of the event.

XII. Other claims for damages

(1) Unless otherwise provided for in these GTC, claims for damages of the purchaser — irrespective of their legal basis, including breach of contractual obligations and tort — shall be excluded.

(2) The supplier shall not be liable for damages incurred by the purchaser directly or indirectly as a result of cyber attacks. The supplier shall also not be liable for damages arising from cyber attacks occurring via the supplier's IT infrastructure or supplied IT components (e.g. computers, USB hubs, data interfaces). The supplier shall not be liable for damages incurred if the purchaser operates the supplied system online, including where the purchaser or operator has been requested by the supplier to do so.

(3) The foregoing exclusion of liability shall not apply:
a) pursuant to the Product Liability Act;
b) in cases of intent;
c) in cases of gross negligence by owners, legal representatives or executives;
d) in cases of fraudulent intent;
e) in cases of non-compliance with an assumed guarantee;
f) for culpable injury to life, body or health; or
g) for culpable violation of essential contractual obligations.

Claims for damages for violation of essential contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another of the foregoing cases applies.

(4) The above provisions do not imply a change in the burden of proof to the detriment of the purchaser.

XIII. Place of jurisdiction and applicable law

(1) If the purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the supplier's place of business. The supplier shall also be entitled to bring an action at the purchaser's place of business.

(2) This contract, including its interpretation, shall be governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XIV. Binding force of the contract

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid, unless adherence to the contract would represent an unreasonable hardship for one of the parties.

Kirchheim unter Teck, April 21, 2023