General Terms and Conditions of etiscan Identifikationsysteme GmbH regarding Hardware
(As of May 2024)

1. Applicability, Validity

1.1 The following General Terms and Conditions ("General Terms and Conditions") apply to all transactions and deliveries regarding the purchase of hardware ("Hardware") from etiscan Identifikationsysteme GmbH ("etiscan") by companies ("Customer").

1.2 The General Terms and Conditions of etiscan apply exclusively to the legal relationship between the customer and etiscan. The customer's general terms and conditions do not apply. This also applies if etiscan does not expressly object to the customer's general terms and conditions.

2. Contracts, Scope of Delivery

2.1 Offers from etiscan are subject to change.

2.2 A contract is concluded exclusively through an order confirmation from etiscan, which is provided either in writing or in another text form. The order confirmation contains etiscan's delivery obligation and determines the type of hardware to be supplied. The product descriptions and information in the sales catalog valid at the time of contract conclusion are intended to provide the customer with general information about the described hardware. They are only considered agreed specifications if the respective catalog item number is listed in the order confirmation and referenced therein. Promotional material and publications on the etiscan website do not contain any guarantee of quality and are neither part of the contract nor the basis of the transaction.

2.3 As an exception, warranties may only be agreed upon with the customer in writing and outside of the order confirmation.

2.4 etiscan is entitled to use subcontractors to fulfill its contractual obligations without the prior consent of the customer. The involvement of subcontractors does not release etiscan from its duty to fulfill its contractual obligations.

3. Delivery Period, Transfer of Risk

3.1 The delivery period is non-binding. It shall only be considered a fixed date if it is expressly designated as such in the order confirmation.

3.2 If etiscan is prevented or hindered from fulfilling its contractual obligations due to the occurrence of unforeseen circumstances beyond its control, such as operational disruptions, government action, embargoes, threat of war, force majeure, or strikes, the delivery period shall be extended by the duration of the hindrance plus a reasonable grace period for the resumption of delivery or service. If the aforementioned circumstances make delivery or service impossible, etiscan is no longer obligated to fulfill its delivery obligation.

3.3 The shipment of goods to a location other than etiscan's place of business is always carried out on behalf of and at the request of the customer. The risk for such deliveries passes to the customer upon dispatch of the goods when handed over to the carrier/freight forwarder. All deliveries are made in accordance with Incoterms 2024, unless otherwise agreed with the customer.

3.4 Costs for packaging, shipping, and handling are to be borne by the customer. Any applicable customs duties are to be borne by the customer.

3.5 Whenever possible, all hardware will be delivered in a single shipment. Partial deliveries and partial services are possible and permitted, in which case any additional costs shall be borne by etiscan. Partial deliveries and partial services may be invoiced by etiscan together with the delivery.

4. Inspection and Notification Obligations

4.1 Upon receipt of the goods, the customer must immediately:

(A) check the quantities and packaging and record any complaints, and

(B) perform random quality checks and, for this purpose, open the packaging (boxes, foils, etc.) to verify the quality of the hardware.

4.2 In the event of a notice of defect, the customer must adhere to the following procedure and deadlines: The complaint must be made no later than five (5) business days from the day the goods came into the customer's possession. In the case of a complaint regarding a hidden defect that remained undiscovered despite an initial inspection pursuant to Section 4.1, the complaint must be raised within five (5) business days after the discovery of the hidden defect. Sending the complaint within the deadline is sufficient to meet these time limits.

4.3 Complaints must be submitted to etiscan in writing. The complaint must specifically describe the nature and extent of the alleged defect.

4.4 The customer agrees to make the disputed hardware available for inspection by etiscan at the place of inspection. The inspection may also be carried out by etiscan or an expert appointed by them at another location.

4.5 Any hardware for which no complaint has been raised in accordance with the aforementioned procedure within the specified time limits shall be deemed approved and accepted.

5. Hardware Returns

5.1 Except for defective hardware, etiscan only accepts returns if this has been expressly agreed upon and confirmed in writing by etiscan. Such returns must be sent prepaid by the customer; otherwise, they will not be accepted by etiscan.

5.2 Returning hardware always requires that the batch number from the delivery note be provided. With the exception of defective hardware, returned items must be sent back in their undamaged original packaging.

5.3 In the event of a hardware return, the customer will receive an RMA (Return Merchandise Authorization) number from etiscan, which must be indicated on the packaging when returning the item.

6. Payment Terms

6.1 etiscan generally issues invoices upon delivery of the hardware. etiscan reserves the right to request advance payments or to process deliveries via cash on delivery or direct debit.

6.2 Invoices are to be paid in euros without deduction and are due within 14 days of the invoice date.

6.3 The prices stated in the order confirmation are net prices and are subject to statutory value-added tax.

6.4 Once payment is overdue, etiscan is entitled to charge default interest at a rate of eight percentage points above the applicable base interest rate, as well as late payment fees. etiscan expressly reserves the right to assert further claims.

7. Offsetting, Withholding of Payments

The customer may only offset or withhold payments with respect to claims that are undisputed or have been legally established.

8. Retention of Title

8.1 etiscan retains ownership of the supplied hardware until the customer has settled all claims arising from the business relationship with etiscan. In the event of a breach of contract, particularly in the case of payment default, etiscan is entitled to take possession of the hardware.

8.2 The customer is entitled to dispose of the hardware in the ordinary course of business. etiscan may revoke the customer's right to sell by written notice if the customer breaches any obligation to etiscan, particularly by defaulting on payment, or if etiscan becomes aware of other incidents that give rise to doubts regarding the customer's creditworthiness.

8.3 The customer's right to further process the supplied hardware is also subject to the restrictions set forth in Section 8.2. The customer does not acquire ownership of the fully or partially processed hardware; the processing is performed free of charge for etiscan as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). Should etiscan, for any reason, lose its right arising from the retention of title, the parties hereby agree that etiscan shall acquire ownership of the goods upon their further processing and the customer shall remain the gratuitous custodian of the hardware.

8.4 If the hardware subject to retention of title by etiscan is inseparably combined with goods owned by third parties, etiscan shall acquire joint ownership of the new goods. The share of joint ownership shall be determined by the ratio of the invoice value of the hardware sold under retention of title to the invoice value of the other goods.

8.5 The goods for which etiscan acquires sole or joint ownership pursuant to Sections 8.3 and 8.4, as well as the hardware delivered under retention of title pursuant to Section 8.1, shall be deemed goods delivered under retention of title for the purposes of the following paragraphs.

8.6 The customer hereby assigns to etiscan all claims arising from the resale of the goods delivered under retention of title. This also includes claims against a bank that has issued or confirmed a letter of credit in favor of the customer in connection with the sale. etiscan hereby accepts this assignment. If the goods delivered under retention of title are to be considered processed goods, where, in addition to the hardware subject to the contract, only goods are present that are either owned by the customer or owned by a third party subject to a (simple) retention of title, the customer assigns all claims arising from the resale. In other cases, i.e., where there is a concurrence of advance assignment claims from other suppliers, etiscan is entitled to a pro-rata share of the resale proceeds, calculated based on the ratio of the invoice value of the goods to the other processed or mixed goods.

8.7 To the extent that the value of the security provided to etiscan by the assignment and retention of title exceeds the secured claims by more than 125%, any excess claims and/or goods delivered under retention of title shall be released upon the customer's request.

8.8 The customer is authorized to collect the claims arising from the resale of the goods. This authorization to collect shall expire if the customer is no longer operating in the ordinary course of business. Furthermore, etiscan may revoke the customer's collection authorization if the customer breaches its obligations to etiscan, particularly by defaulting on payment, or if etiscan becomes aware of other circumstances that give rise to doubts regarding the customer's creditworthiness. If the aforementioned authorization expires or is revoked by etiscan, the customer must, upon etiscan's request, immediately identify the debtors of the assigned claims and provide etiscan with all information and documentation necessary for the collection of the claims.

8.9 In the event of third-party access to the goods subject to retention of title by etiscan or to the claims assigned to etiscan, the customer shall point out etiscan's ownership or rights and notify etiscan immediately.

8.10 In the event of a breach of contract by the customer, particularly in the case of payment default, the customer is obligated upon etiscan's request to immediately surrender the goods delivered under retention of title to etiscan and to assign any claims for surrender against third parties in connection with these goods to etiscan. The repossession or enforcement of a lien on the goods delivered under retention of title shall not be deemed a withdrawal from this contract.

8.11 If the customer is no longer operating in the ordinary course of business, etiscan may require the customer to disclose the claims assigned to etiscan pursuant to Section 8.6, including the identities of the debtors. Following such notification, etiscan is entitled to disclose the assignment to the extent etiscan deems appropriate.

9. Warranty

9.1 In the event of defective services, breach of duty, and/or material defects, the customer grants etiscan the right to remedy these within a reasonable period by providing a free replacement or by other means of rectifying the defect. The customer has the right to object to the chosen method of subsequent performance for good cause. For the avoidance of doubt, subsequent performance does not include the removal of the defective goods or their reinstallation if etiscan was not originally obligated to install the goods.

9.2 Unless otherwise agreed, the warranty period for all goods supplied by etiscan shall be twelve (12) months.

10. Liability

10.1 etiscan shall be liable for damages arising from any legal ground, including delay, defective performance, and non-contractual liability, in accordance with these provisions.

10.2 etiscan shall be liable without limitation for damages,

• caused intentionally or through gross negligence by etiscan or its vicarious agents, or through gross negligence by executive employees or bodies of etiscan, and
• for damages resulting from injury to life, body, or health.

10.3 Furthermore, liability is limited to foreseeable damages typical for this type of contract, provided these were caused by a breach of essential contractual obligations. Essential contractual obligations are those upon whose fulfillment the contracting party relies to a particular degree and which are essential for achieving the purpose of the contract.

10.4 Otherwise, the liability of etiscan is excluded.

10.5 The customer is responsible for regularly backing up their data. In the event of data loss caused by etiscan, etiscan shall therefore only be liable for the costs of restoring data that would have been lost even if backups had been created at reasonable intervals.

10.6 Liability under the Product Liability Act remains unaffected by the above provisions.

11. Order Cancellation

11.1 Any cancellation of confirmed orders requires the written consent of etiscan.

11.2 In the event of an approved cancellation, the customer shall bear the cancellation costs mutually agreed upon by the parties.

12. Data Processing

To the extent that etiscan processes customer data containing personal information while providing contractual services, etiscan will comply with all legal requirements regarding the protection of personal data.

13. Customer Cooperation Duties

The customer is obligated to fulfill reasonable cooperation duties toward etiscan that are necessary for etiscan to properly perform its obligations under this contract. etiscan will inform the customer of such cooperation duties in a timely manner.

14. Final Provisions

14.1 The place of performance is Bad Nauheim. The place of jurisdiction for both contracting parties is Friedberg.

14.2 This contract is governed by the laws of the Federal Republic of Germany. International uniform law, in particular the UN Sales Convention, is excluded.

14.3 The contract, its supplements and amendments, as well as any changes to the form, must be in writing. This also applies to any amendment or cancellation of this written form requirement.

14.4 Should individual provisions of this contract be or become legally invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The same applies if the contract contains a loophole. In place of the invalid or unenforceable provision, or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the contracting parties would have intended had they considered this point at the time of concluding the contract.

14.5 Unless otherwise agreed, etiscan is not liable for the exportability of etiscan products, the requirement for government permits, or any foreign trade regulations of the intended country of export, unless etiscan has acted with intent or gross negligence. The customer is responsible for verifying and complying with the national regulations of the respective country of export. Any customs duties and charges incurred for the export of the goods shall be borne by the customer.

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