Software terms

GEMÜ Gebr. Müller Apparatebau GmbH & Co. KG offers a variety of services with regard to “software solutions”. These are divided into Sections A and B below. The General Terms and Conditions (GT&Cs) regulated in each of these Sections shall apply to the respective business relationship depending on the use of the services by the customer.

1.1 These Terms and Conditions apply exclusively to business transactions with companies, legal entities under public law and special funds under public law. The statutory provisions apply to business transactions with consumers.

1.2 All our services in connection with the provision of software on a subscription basis to a Lessee are based on these Terms and Conditions, without the need for explicit reference. Unless otherwise agreed, the Terms and Conditions in the version valid at the time of the Lessee's current order or at least in the version last communicated in text form shall also apply as a framework agreement for similar future contracts, without having to refer to them again in each individual case.

1.3 These Terms and Conditions shall apply exclusively. Any deviating, conflicting or additional terms and conditions of the Lessee will become an integral part of the contract only insofar as we have expressly agreed to this. This requirement of consent shall apply in every case, even, for example, where we make a delivery in full knowledge of the Lessee's terms and conditions without reservation.

1.4 Any individual agreements made with the Lessee (including additional or supplementary agreements or amendments) shall always take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications of the Lessee with regard to the contract (e.g. setting a deadline, notification of defects, recession or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the declarer's authorization, shall remain unaffected.

1.6 References to applicable law and the validity of the statutory regulations are only for clarification purposes. Even without such clarification, the statutory provisions apply, unless directly modified or expressly excluded by these Terms and Conditions.

2.1 The subject matter of the contract is the service package (hereinafter referred to as the “Contractual Software”) selected by the Lessee in accordance with the individual agreement. The programme/service components of the asset-lifecycle-management-platform, intrinsic to each service package without exception and forming the essential subject matter of the contract, are described in more detail in the service description.

2.2 Further service components of the respective selected service package result from the individual agreement and are described in more detail there as well as in our offer or order confirmation.

2.3 Further services shall not be part of the contract. In particular, we shall not be liable for installing the Contractual Software for the Lessee nor for providing training or individual adaptation services, unless explicitly otherwise agreed individually. The transfer of the source code is expressly not the subject matter of the contract.

2.4 Our offers shall always be subject to change and non-binding. This also applies if we provide the Lessee with either a physical or electronic copy of catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents, for which we hold the propriety rights and copyrights. Placement of the order by the Lessee shall be considered a binding offer. The contract shall come into effect upon our order confirmation.

3.1 At the Lessee's request, the system shall be operated by us (server provision on our part) or installed on the Lessee's system (see service description).

3.2 In the event of installation on the Lessee's system, the Lessee is responsible for:

(a) creating the necessary hardware and software environment for the Contractual Software, and

(b) backing up the data regularly and in accordance with the risk by making backup copies.

3.3 The Contractual Software shall not be modified or edited. In particular, company names, trademarks, copyright notices and other notices regarding legal reservations contained in the Contractual Software shall not be modified or deleted. The Lessee also undertakes not to create or modify copyright notices and licence files under any circumstances.

3.4 The retranslation of the software code (decompilation) shall be permitted only under the statutory limitations in accordance with Section 69e German Copyright Act (UrhG) and only if we have not provided the Lessee with the information required to establish interoperability despite being previously requested to do so. Additional retranslations are excluded.

4.1 The rental period shall begin upon our order confirmation.

4.2 The rental period shall be unlimited. It may be terminated at the end of a month, for the first time twenty-four (24) months after the start of the rental period.

4.3 The period of notice shall be three (3) months. Notice of termination must be provided at least in text form and submitted to us at the latest on the third working day of the first month of the period of notice.

5.1 The monthly rental fee is calculated based on our respective order confirmation and thereby the underlying agreement of the respective service package. In addition to the above-mentioned rental fee, the respective statutory sales tax shall also be charged. The necessary software maintenance/support services for the Contractual Software are included in the rental fee.

5.2 The rental fee plus sales tax shall be due monthly in advance on the first working day of the month in each case.

6.1 The Lessee may neither sell nor temporarily transfer the URL assigned to it for access to the portal and thus for use of the asset-lifecycle-management-platform to third parties, and in particular may not lease or loan it.

6.2 However, the transfer to third parties who are not granted any independent right of use and who must submit to the will of the Lessee with regard to the type and manner of use, is permitted. This is generally the case for employees of the Lessee in particular.

7.1 Defects in the Contractual Software provided, including the manuals and other documentation, shall be remedied by us within a reasonable period of time, after corresponding notification of the defect by the user. The defect shall be remedied either through free rectification of the defect or replacement, at our discretion.

7.2 For the purposes of checking and rectifying defects, the Lessee shall grant us access to the Contractual Software via log-in. The Lessee shall provide us with the access data required for this.

7.3 The Lessee shall not enforce a rent reduction through deduction from the agreed rent. Corresponding claims for enrichment or damages shall remain unaffected.

7.4 The Lessee’s right to terminate due to failure to provide use, in accordance with Section 543 para. (2) sentence 1 no. 1 of the German Civil Code (BGB) shall be excluded, unless the rectification or replacement is deemed to have failed.

8.1 We shall be liable without restriction for damages due to the absence of warranted features. The same applies to damages resulting from injury to life, limb or health, which are due to negligent violation of an obligation by us or an intentional or negligent violation of an obligation by a legal representative or vicarious agent of us.

8.2 Furthermore, we shall only be liable for intent and gross negligence, even by our legal representatives and executives, to the extent that no obligation, compliance with which is of particular importance for achievement of the purpose of the contract, is infringed (cardinal obligation). We shall only be liable for the culpability of other vicarious agents within the scope of the liability for the infringement of cardinal obligations.

8.3 If a cardinal obligation is infringed, we shall be liable even for minor negligence. However, the liability shall be limited to five (5) times the rental and to such damages that can typically be reasonably anticipated in the context of a software rental arrangement.

8.4 Liability for the loss of data shall be limited to the typical recovery costs that would have occurred if back-up copies had been made regularly in accordance with the risk involved.

8.5 Liability in accordance with the German Product Liability Act shall remain unaffected (Section 14 German Product Liability Act).

8.6 Our liability without fault for errors already in existence at the time of conclusion of the contract shall be explicitly excluded, in accordance with Section 536a para. (1) of the German Civil Code.

9.1 The Lessee shall be obligated to implement suitable precautions to prevent unauthorised access by third parties to the Contractual Software.

9.2 If an employee of the Lessee violates our copyright, the Lessee shall be obligated to diligently cooperate in the clarification of the copyright infringement, in particular to inform us immediately of the corresponding infringing activities.

The Lessee is explicitly informed that, after termination of the contractual relationship, it must not continue using the Contractual Software or any other agreed services of us and, in the event of failure to observe this obligation, is in breach of the proprietor’s copyright. Section 8.2 shall apply accordingly to the time after completion of the contractual relationship.

To the extent that we are unable to adhere to the binding service agreements or deadlines for reasons for which we are not responsible (non-availability of the service), the Lessee shall be informed of this immediately and, at the same time, informed of the anticipated new service deadline. If the service is still not available within the new service deadline, we shall be entitled to withdraw from the contract in whole or in part; any service in return that has already been rendered by the Lessee shall be reimbursed immediately. Any claims for compensation by the Lessee shall be excluded. Such non-availability of the service in this context includes in particular (i) cases of force majeure or other events that occur that were not foreseeable by us at the time the contract was concluded and that are outside of our reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror: riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; business disruptions that are not our fault) or (ii) where the supplier does not provide the self-delivery on time if a congruent covering transaction has been completed or (iii) where the service is not available to the supplier.

12.1 Insofar as the Lessee is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Lessee is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Lessee has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party.

However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at our place of business.

12.2 The national laws at our place of business shall apply to these Terms and Conditions as well as to the contractual relationship with the Lessee, to the exclusion of international uniform law, in particular the UN Sales Convention.

1.1 These Terms and Conditions apply exclusively to business transactions with companies, legal entities under public law and special funds under public law. The statutory provisions apply to business transactions with consumers.

1.2 All our customizing services with regard to the system software provided in accordance with Section A (hereinafter referred to as “Software”) to the Customer are subject to these Terms and Conditions, without requiring express reference to them. Unless otherwise agreed, the terms and conditions in the version valid at the time of the Customer's current order or at least in the version last communicated in text form shall also apply as a framework agreement for similar future contracts, without having to refer to them again in each individual case.

1.3 These Terms and Conditions shall apply exclusively. Any deviating, conflicting or additional terms and conditions of the Customer will become an integral part of the contract only insofar as we have expressly agreed to this. This requirement of consent shall apply in every case, even, for example, where we render services in full knowledge of the Customer's terms and conditions without reservation.

1.4 Any individual agreements made with the Customer (including additional or supplementary agreements or amendments) shall always take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications of the Customer with regard to the contract (e.g. setting a deadline, notification of defects, recession or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the declarer's authorization, shall remain unaffected.

1.6 References to applicable law and the validity of the statutory regulations are only for clarification purposes. Even without such clarification, the statutory provisions apply, unless directly modified or expressly excluded by these Terms and Conditions.

2.1 The subject matter of the contract are the customizing services specified by us in accordance with this Section B and in the respective order confirmation with regard to the Software. The subject matter of the contract is expressly not the temporary transfer of the Software itself. This is governed by the separate Section A of these General Terms and Conditions.

2.2 Our offers are always subject to change and are non-binding. This also applies if we have provided the Customer with catalogues, technical documentations (e.g. drawings, plans, calculations, references to DIN) other product descriptions or documents – also in electronic form – for which we reserve all ownership and copyrights. Any Customer's order is deemed to be a binding offer.

2.3 The contract shall be concluded upon our order confirmation (in writing or text form) or upon performance of the service.

2.4 If changes are requested after the order confirmation, their acceptance is at our discretion; additional costs will generally be charged. The Customer accepts this offer at the latest with the acceptance of the rendered services according to his change requests.

3.1 “Customizing” refers to the adaptation of the Software provided by us to the specific requirements of the Customer. Customizing services include, in particular, but are not limited to, interface configurations, design adjustments, simple workflows, data fields and similar modifications. Customer-specific developments are expressly not covered by Customizing.

3.2 Insofar as Customizing results in copyright-protected works, we grant the Customer, after full payment, a simple, non-transferable, non-exclusive right of use, limited to the rental period specified in Section A, for use within the scope of the contractually used Software. The Customer shall not receive any rights to pre-existing materials (e.g. software libraries, tools) unless expressly agreed.

3.3 Without our express consent, the transfer, processing or other use of the created adaptations outside the contractual use is not permitted.

4.1 Customizing services are not included in the regular subscription (Section A) and are charged separately. The necessary maintenance/support services for customizing services are included in the price for the customizing service for the duration of the Software subscription in accordance with Section A or until a request is made to change the Customizing.

4.2 Unless otherwise agreed, the prices for services are based on actual expenses. Final invoicing shall take place after completion of the services in accordance with the actual expenses, based on the indicative prices and items (hourly rates, expenses, travel costs, etc.) stated in the order confirmation. If and insofar as some items are not listed in the order confirmation, but are actually incurred, they will also be taken into account in the final invoice (surcharges for night work, weekend work and overtime; accommodation, etc.).

4.3 All prices are exclusive of the applicable statutory VAT.

4.4 Copyrights or rights of use to the service beyond those specified in Section 3 are expressly not acquired with payment and are also not compensated by payment.

5.1 If acceptance is required by law or agreed in the contract, it shall happen within ten (10) working days of us informing you that the Customizing is complete. The commissioning of the work or parts of the work shall also be deemed as acceptance. Acceptance shall also be deemed to have taken place if the Customer does not refuse acceptance within a set, reasonable period of time, stating at least one defect. Acceptance shall be deemed rendered if the Customer refuses the offered service (Delay in Acceptance). Defects that do not significantly impair the operation of the Software shall not entitle the Customer to refuse acceptance.

5.2 If the Customer is in delay of acceptance or fails to carry out required cooperation, or if our services are delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage. For this we charge a lump sum compensation in an amount equal to 0.5% of the order value per week, with a maximum of 10% of the order value, beginning with the due date of the acceptance or the act of cooperation respectively the occurrence of the reason for delay. Our right to demonstrate that we have incurred greater damage and our other legal rights (especially for additional expenses, reasonable damage, termination of contract) remain unaffected; however, the lump sum damage as described above shall be included in any further monetary claims. The Customer has the right to provide evidence that we have not incurred any damage or considerably lower damage than the above lump sum.

5.3 We are entitled to partial performance at any time, if this does not result in an unreasonable disadvantage for the Customer.

6.1 Deadlines and timeframes for services given by us are at all times only approximate, unless a fixed period or deadline has been explicitly accepted or agreed. The qualification of our being in default on rendering the services shall be determined in accordance with the statutory provisions. In every case a reminder by the Customer shall be necessary. In addition, enforcement of any rights pursuant to non-compliance with dates of services shall only be allowed after a reasonable grace period of at least twenty-one (21) working days.

6.2 Any fixed dates or fixed deadlines shall be defined in the service description and shall be binding by agreement in writing or text form.

6.3 If it is not possible for the Customer to accept the services on such a date agreed for reasons for which we are not responsible, the Customer is obliged to inform us of this immediately and to reimburse the (additional) costs incurred.

6.4 If we are obliged to pay damages for delay in performance, the Customer may demand a lump sum compensation for delay in the amount of 10% of the agreed gross remuneration. In this case, a further claim for damages is excluded. The proof that no damage or less damage than the claimed lump sum has occurred remains unaffected for us.

6.5 Where and to the extent we are unable to meet binding agreements or dates of services for reasons for which we are not responsible (Non-Availability of Services), we will inform the Customer without any undue delay and, at the same time, provide the new expected date of services. If the services are still not available within the new period, we shall be entitled to withdraw from the contract in whole or in part; we will reimburse the Customer without any undue delay for any consideration already paid. Any claims for damages by the Customer shall be excluded.

Non-Availability of Services includes, but is not limited, to (i) cases of Force Majeure or other events which were not foreseeable by us at the time the contract was concluded and that are outside of our reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; operational disruptions through no fault of ours) or (ii) where our supplier does not provide the delivery on time if a congruent hedging transaction has been concluded or (iii) in case of a Non-Availability of Delivery or Service on the part of the supplier.

6.6 The rights of the Customer according to Section 11 of these Terms and Conditions and our statutory rights, in particular in case of exclusion from our obligation to perform (e.g. due to impossibility or impracticability of performance or rectification of defects) shall thereby remain unaffected.

7.1 The Customer is obliged to support our personnel in rendering the services to the best of its ability and at its own expense. In particular, the Customer shall provide us in good time with all information, data, access, details and contact persons necessary for the performance of the customizing services.

7.2 The Customer shall immediately provide our personnel with any necessary information about the software affected by the contractual service and shall make the relevant data and documents available.

7.3 The Customer shall name and provide a contact person.

7.4 If the Customer violates one of the aforementioned obligations to cooperate and if this results in additional expenses for us, the Customer shall reimburse us for these additional expenses. The basis for the calculation of this additional expenditure are our respectively valid price lists. This also applies if a fixed price has been agreed.

8.1 Payment must be made by bank transfer. Invoicing is in EUROS; currency risks are borne by the Customer. The Customer is only entitled to set off or retention if counterclaims have been legally established or are undisputed. In the event of defects in the provision of services, the Customer's counter-rights shall remain unaffected.

8.2 Renumeration shall be due and payable within fourteen (14) days of the date of invoice and provision of the services. However, even within an ongoing business relationship, we are entitled at any time to render the services in whole or in part only against prepayment. We will declare a corresponding reservation at the latest with our order confirmation. Upon expiration of the above-mentioned term of payment, the Customer will be in default.

8.3 Interest shall accrue on the renumeration amount per the applicable statutory default interest rate for the duration of any payment default. We reserve the right to claim compensation for further damage caused by default. Our right to claim as per the statutory commercial maturity interest shall remain unaffected.

8.4 We are entitled to withhold further provision of services, even if the date of services has already been agreed, until all due claims relating to the same legal relationship have been settled in full, without the Customer being entitled to any kind of compensation.

8.5 Payments shall be deemed to be made in the sequence specified by the applicable law; any deviating sequence determined by the Customer is invalid. Any agreed discounts will only be applied if no other invoice was due at the time of payment.

9.1 The rights of the Customer in the event of defects (including incorrect deliveries as well as improper installation, maintenance, repair or faulty installation instructions) shall be governed by the statutory provisions, unless otherwise stipulated below.

9.2 The basis for any claim for defects shall first and foremost be the agreement as to condition/quality of the work. Insofar as an agreement as to the condition/quality of the work has not been agreed upon, the statutory provisions shall determine whether a defect exists or not. However, we assume no liability for public statements of any third parties (e.g. advertising statements).

9.3 There shall be no liability for defects in versions of the customizing services that have been modified or edited by the Customer, unless it can be proven that existing defects are in no way related to the modifications or edits.

9.4 If the rendered services are defective, we may remedy said defect by means of removing the defect (repair) or by delivering a new work (replacement delivery) at our discretion. Our statutory right to refuse remedy remains unaffected.

9.5 We are entitled to make any remedy conditional on payment of the renumeration amount by the Customer. However, the Customer is entitled to retain a reasonable portion of the renumeration amount in proportion to the defect.

9.6 The Customer shall allow us the necessary time and opportunity for due remedial performance and shall in particular hand over the work concerned for inspection. In the case of a replacement production, the Customer shall return the defective work as required by law.

9.7 We shall bear the expenses necessary for the remedy, in particular transport, travel, labour and material costs. If the Customer has installed a defective item in another item or mounted it in another item in accordance with its type and intended use, we shall reimburse the Customer for the necessary expenses for removing the defective item and for installing or mounting the repaired or delivered defect-free item; however, we must first be granted the opportunity to remove and install the concerned item. In such case awareness of the Customer takes place not upon conclusion of the contract, but instead upon installation or mounting of the defective item by the Customer. If there is no defect present, we may demand reimbursement from the Customer for the costs arising from the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defectiveness was not apparent to the Customer.

9.8 The Customer may withdraw from the contract or reduce the renumeration amount if the remedy fails or if a reasonable deadline for the remedy set by the Customer expires unsuccessfully or is not required according to the statutory provisions. There shall, however, be no right to withdraw in case of a minor defect. In case of withdrawal from the contract, existing copies of the customizing service on the Customer's data carriers must be deleted or destroyed immediately. This also applies to backup copies.

9.9 Also in the case of defects, any claims of the Customer for damages or reimbursement of incurred expenses shall only be granted in accordance with Section 11 and are otherwise excluded.

10.1 We warrant that the transfer of rights of use to the customizing services provided by us do not conflict with any third-party rights. A defect in title exists if we are unable to effectively grant the Customer the rights of use required for the contractually agreed use of the customizing services.

10.2 If a third party asserts justified claims against the Customer for infringement of intellectual property rights as a result of the contractual use of the Customizing and the use is prohibited in whole or in part by a final and binding court decision, we shall undertake, at our discretion, to either (i) acquire a right of use for the Customizing in question, (ii) modify or replace the Customizing in such a way that there is no longer any infringement of property rights, but the Customizing still essentially corresponds to the agreed specifications in terms of functionality, or (iii) refund the proportionate remuneration for the Customizing, if and to the extent that use is no longer possible in accordance with the contract.

10.3 The above obligations shall only apply if the Customer informs us immediately in writing or text form as soon as it becomes aware of claims by third parties, provides us with all information and documents necessary for legal defence, and does not acknowledge the infringement of property rights to third parties. If the use of the Customizing is discontinued for reasons of damage mitigation or other important reasons, the Customer shall inform the third party that this does not constitute an acknowledgement of an infringement of property rights.

10.4 We are entitled and obliged to defend ourselves against claims by third parties. If this occurs after written notification to the Customer, we shall indemnify the Customer against all claims for damages finally awarded by a court of law or determined by final settlement agreements in connection with the legal defence, as well as court cost, expert fees and reasonable legal fees. The indemnification shall be subject to the limitations of liability set out in Section 11.

10.5 Claims by the Customer are excluded if the infringement of property rights was caused by (i) special customizing services or specifications provided by the Customer, (ii) unforeseeable use of the Customizing by the Customer, or (iii) unauthorized modification of the Customizing or use in conjunction with products not approved by us, and the Customer is responsible for this.

11.1 Unless otherwise set out in these General Terms and Conditions including the following provisions, we shall be liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions.

11.2 We shall be liable for damages – irrespective of their legal grounds – in cases of intent or gross negligence. Subject to a more lenient standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs), in the event of simple negligence we shall be liable only

(a) for damages resulting from injury to life, body or health,

(b) for damages resulting from the breach of material contractual obligations (obligations of which the proper fulfilment constitutes a condition sine qua non and on the fulfilment of which the contractual party regularly relies and may rely); in this case our liability is however limited to the reimbursement of the foreseeable, typically occurring damages.

11.3 The limitations of liability resulting from Section 11.2 shall also apply to breaches of duty by or in favour of persons for whose damage we are responsible in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods as well as for claims of the Customer under the Product Liability Act.

11.4 In case of a breach of duty, which is not a deficiency in quality or title, the Customer shall only be entitled to withdraw from or terminate the contract if we are liable for said breach. An unrestricted right of termination on the part of the Customer is excluded. For all else, the statutory requirements and legal consequences shall apply.

11.5 Liability for the loss of data shall be limited to the typical recovery costs that would have occurred if back-up copies had been made regularly in accordance with the risk involved.

12.1 Claims for defects, with the exception of claims for damages, shall come under the statute of limitations within twelve (12) months from delivery. If acceptance of goods has been agreed upon, the limitation period commences upon acceptance. To claims for damages Section 12.3 shall apply.

12.2 If the respective work is a building or a service that has been used for a building in accordance with its normal use and which has caused its defectiveness (building material), the limitation period of the statutory regulation shall be five (5) years from the date of delivery. Other special statutory regulations on the statute of limitations remain unaffected.

12.3 The statutory limitation periods shall also apply to any contractual and non-contractual claims for damages of the Customer, resulting from a defect in the services, unless the application of the regular statutory limitation period would result in a shorter limitation period in the specific instance. However, claims for damages of the Customer pursuant to Section 11.2 clauses 1 and 2 (a) above as well as the Product Liability Act shall exclusively be subject to the statutory limitation periods.

13.1 Insofar as the Customer is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Customer is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Customer has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party.

However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at our place of business.

13.2 The national laws at our place of business shall apply to these Terms and Conditions as well as to the contractual relationship with the Customer, to the exclusion of international uniform law, in particular the UN Sales Convention.

Version: September 2025