General terms and conditions of business

General terms and conditions of sale and delivery for machines and spare parts including software Marquardt GmbH.

I. General, Scope

1. MARQ4 Automation GmbH (hereinafter referred to as "MAG", "we" or "seller") provides its deliveries and services (hereinafter referred to as the "subject matter of the contract") exclusively on the basis of the following general terms and conditions of sale and delivery. General terms and conditions of contract and business, in particular the purchasing conditions of the business partner (hereinafter referred to as "client"), do not apply to our deliveries and services unless we expressly accept them. They also do not bind us unless we specifically object to them in individual cases.

2. It is agreed that these general terms and conditions of sale and delivery shall also apply to further orders between MAG and the client without the need for further specific reference to them.

3. Deviating or supplementary agreements shall only be valid if they have been agreed between us and the client in writing or confirmed by us in writing.

4. These General Terms and Conditions of Sale and Delivery shall only apply to entrepreneurs, legal entities under public law or special funds under public law.

5. Samples, cost estimates, drawings, or similar physical information remain our property. To the extent this information is stored electronically, we retain the copyright. This information may not be made accessible to third parties.

6. Unless otherwise agreed in writing in individual cases, orders will be executed based on the design approved by the client and the sample parts provided by the client for construction. A sufficient quantity of sample parts conforming to the drawings must be provided for the construction of the system. Should the parts subsequently used in practice deviate from these, no warranty for their functionality can be assumed. If designs are not described or specified in the order, MAG will manufacture them based on its professional experience and in compliance with the state of the art.

7. The client must notify MAG of any product changes and changes to customer factory standards after the date of the request, but no later than the date of the binding order. The client has no right to consideration or implementation of change requests received from the client after the binding order has been placed.

8. The following applies to workpieces supplied by the customer: We assume that the workpieces have a surface free of oil and grease, are not magnetically or statically charged, are not mixed with foreign or reject parts or dirt, and are free of burrs. This is a prerequisite for the functionality of the contractual object. Costs for any rework required due to missing, inadequate, or deviating sample parts will be charged additionally based on the effort involved. Despite the grounding of all relevant parts of the system, it cannot be ruled out that parts may stick to the contact surfaces due to static charges, leading to part mixing or other malfunctions. Ionization of parts is generally not part of our offers and will only be provided if separately agreed in writing between us and the customer. Functionality can only be guaranteed for the workpieces provided. The workpieces must be available in the defined number (see offer) and correspond to the production parts in shape and design. Defective or foreign parts can lead to malfunctions depending on their shape.

9. Environment and infrastructure/ Client’s responsibility:

The client is responsible for the layout planning at the client's premises. We do not check the space available at the client's premises (interfering posts, power rails, ceiling loads, etc.). Reference edges must be marked on the floor, and sketches or drawings regarding the installation location must be provided by the client. Adequate transport routes to the installation site must be checked and, if necessary, created by the client. The client must ensure that all connections and resources required for commissioning and ongoing operation of the machine, or requested by the client, are available. This includes, in particular, but is not limited to:

a) Media connections in the required dimensions.

b) Air quality requirements: filtered compressed air, oil- and water-free, compressed air quality according to ISO 8573-1:2010 [6:4:4]; air pressure at least 6 bar, maximum 8 bar.

II. Offers and prices

1. Our offers are subject to change without notice in all respects unless expressly stated to be binding.

2. For offers marked as binding, a contract is concluded if our offer is accepted by the client within a period of four weeks from the date of the offer. After this period, we are no longer bound by our offer.

3. Our prices are ex works and do not include packaging, transport insurance, or other shipping costs. These are net prices, to which VAT at the applicable statutory rate will be added.

4. All payments must be made directly to MAG according to the dates specified in the respective order confirmation and/or quotation. This also applies to down payments and partial payments. For individual sales of tools, accessories, and spare parts, the entire invoice amount is due immediately upon delivery without deduction. Repair and assembly invoices are payable within 30 days of invoicing.

5. In the event of late payment, we will charge the statutory default interest rate, unless higher interest rates have been agreed upon. We reserve the right to assert further damages for late payment. We are entitled to offset incoming payments first against older claims, then against the costs and interest of the principal payment, and only finally against the principal claim. The client is only entitled to rights of set-off or retention if their counterclaims have been legally established, are not disputed by us, or are expressly acknowledged.

6. If the client fails to pay due invoices, exceeds an agreed payment deadline, or if the client's financial circumstances deteriorate after the conclusion of the contract, or if we receive unfavorable information about the client after the conclusion of the contract that calls into question the client's solvency or creditworthiness, we are entitled to demand immediate payment of the client's entire outstanding debt and, subject to modification of the agreements made, to demand advance payment or the provision of security, or, after delivery, immediate payment of all our claims based on the same legal relationship. This applies in particular if the client suspends payments, checks issued by the client are not honored, bills of exchange issued by the client are not paid by the client, insolvency proceedings have been initiated against the client's assets, or if an application for the opening of insolvency proceedings has been filed and insolvency proceedings have not been opened due to insufficient assets.

III. Delivery and delivery time

1. The delivery deadlines specified by us are subject to change unless specific dates have been expressly agreed upon. These deadlines are only binding if the client has provided us with all documents, permits, approvals, and agreed payments required for the execution of the order within the agreed timeframe. If the client fails to fulfill his or her obligations to cooperate, the delivery time shall be extended accordingly.

2. The delivery period begins upon receipt of the order confirmation by the customer at the earliest. It is deemed met if the delivery item has left the manufacturer's factory within the specified period or if readiness for shipment has been communicated. Delivery deadlines are working days.

3. If, after conclusion of the contract, the client requests changes to the order that affect the delivery time, any delivery deadlines shall be renegotiated; in case of doubt, the delivery time shall be extended accordingly.

4. If shipment is delayed for reasons for which the customer is responsible, the customer shall bear the costs incurred as a result of the delay, beginning one month after notification of readiness for shipment, but at least storage costs amounting to 0.5% of the net invoice amount for each week or part thereof, up to a maximum of 5%. The customer shall be entitled to prove that the damage was less. After expiry of a reasonable acceptance period, we are entitled to dispose of the delivery item otherwise and to resupply the customer with appropriately extended deadlines. Place of performance: Rietheim-Weilheim. Our other statutory rights in the event of default in acceptance (e.g., withdrawal, compensation) remain unaffected.

5. We are entitled to make partial deliveries and partial services within the agreed delivery and service periods if this is reasonable for the customer.

6. Disruptions to business operations, particularly strikes and lockouts, as well as other cases of force majeure, both on our side and on the side of our suppliers, will extend the delivery dates accordingly. Claims for damages by the customer due to delayed performance as well as claims for damages in lieu of performance are excluded in all cases of delayed performance, even after a deadline has been set for us. This shall not apply in cases of intent, gross negligence, or injury to life, limb or

Health is mandatory liability. The client may only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in performance. In this case, the client is obligated, at our request and within a reasonable period of time, to state whether he still insists on the service due to the delay and/or which of his claims and rights he intends to assert.

IV. Transfer of risk

MAG generally delivers ex works. If the client requests shipment of the contractual item to be delivered (hereinafter referred to as the "Delivery Item") (e.g., to its branch), the risk for the Delivery Item shall pass to the client as soon as MAG has handed the Delivery Item over to the transport company commissioned by the client at its factory. This shall also apply if partial deliveries are made or if MAG performs additional services for the commissioning or assembly of the Delivery Item at the Client's branch. Insurance of the Delivery Item, e.g., against transport damage, shall only be provided upon the written request of the client and only at the client's expense. Such a request from the client must be received by MAG no later than 14 days before the date of shipment.

V. Installation, commissioning and cooperation obligations of the client

1. MAG will only install and commission the delivery item after agreeing on the time and cost. In any case, the client shall provide a general contact person and support staff at its own expense.

2. In all cases, MAG's fitters will be dispatched at the earliest upon request from the client and upon notification that the delivery item has arrived on site and everything is ready.

3. The client must provide the fitters with written confirmation of the working hours and work performance as well as the acceptance of the contractual object in perfect condition.

4. Waiting times for the fitters that are not the fault of MAG, regardless of the reason, will be charged separately to the client.

5. Parts produced during commissioning (hereinafter "test parts") are for testing purposes only and are not intended to be used or placed on the market. The client must ensure, through appropriate measures within its company, that test parts are not used or placed on the market. Should test parts enter the market, the client shall be solely responsible for this, as well as for any resulting consequences and any damages. The client must indemnify MAG against any third-party claims upon MAG's first request and reimburse MAG for any legal costs incurred in connection with such claims.

6. During commissioning and in subsequent series operation, no operating mode for process monitoring is provided (automatic operation with the protective door open is not possible).

7. If the client fails to fulfill their obligations to cooperate, or if we are prevented from performing the work assigned to us by the client due to other circumstances attributable to the client's sphere of risk, we may, in addition to the remuneration, demand reasonable compensation for any additional expenses incurred as a result. In such a case, we will deduct any expenses we have saved or earned through other orders.

VI. Warranty/Acceptance

1. We provide the following warranty for material defects, excluding any further rights.

2. Parts that were defective at the time of transfer of risk will be repaired or replaced at our discretion. Unless otherwise agreed, the contractually agreed quality of the delivered item is determined exclusively from our product specifications valid at the time of conclusion of the contract. Acceptance reports and notices of defects must be submitted immediately in writing. Replaced parts become our property and must be returned to us.

3. The warranty period shall be 12 months from delivery or, if agreed or provided for by law, from acceptance of the delivery item. This period shall not apply to claims for damages by the customer resulting from injury to life, body, or health, or from intentional or grossly negligent breaches of duty by the seller or its vicarious agents, which shall be subject to limitation in accordance with statutory provisions. Wear parts are excluded from the warranty.

4. The customer must grant us the necessary time and opportunity to carry out any rectification measures and/or replacement deliveries that we deem necessary; otherwise, we shall be released from liability for any resulting consequences.

5. The customer is obligated to have all defects that occur within the warranty period remedied exclusively by us. If the customer fails to do so and repairs defects that occur during the warranty period themselves or through third parties, all warranty claims will expire. The customer shall bear any costs incurred by such attempts at rectification.

6. No warranty is provided for damage caused by unsuitable or improper use, incorrect assembly or commissioning, excessive stress, natural wear and tear, incorrect or negligent handling, unsuitable operating materials, inadequate maintenance or failure to comply with the instructions in the operating instructions.

7. The technical availability determined during acceptance according to VDI 3423 only needs to be present at the time of acceptance of the system and is not a characteristic of the system.

8. If acceptance has been agreed with the client in an individual case, the client may not refuse acceptance in the event of a non-essential defect. After delivery or installation of the delivery item, the client is obligated to accept the contractual item, provided that acceptance has been agreed, is required by law, or is owed by the client for other legal reasons.

9. The subject matter of the contract shall be deemed to have been accepted – even in the case of any agreement on acceptance within the meaning of Section 9 above – a) 14 days after notification of readiness for acceptance by MAG or b) the Client commences production with the subject matter of the contract or c) otherwise at the latest after 6 weeks from the transfer of risk and provision of all contractually owed services by MAG.

VII. Retention of title

1. The goods remain our property until all our claims have been paid in full, in particular the respective balance claims to which we are entitled from the business relationship with the customer (balance retention) and the claims unilaterally established by the insolvency administrator by way of choice of performance. This also applies to future and conditional claims. In particular, ownership shall only pass to the customer if and to the extent that we are released from all contingent liabilities by the customer that we have entered into in the customer's interest, in particular when using bills of exchange or checks.

2. The customer is obligated to treat the goods delivered by us, which are still our property, with care. In particular, the customer is obligated to insure them at their own expense against loss, damage, and destruction, such as fire, water, and theft, adequately at replacement value. The customer hereby assigns to us his claims arising from the insurance contracts, namely a first-priority partial amount equal to the purchase price of the goods delivered by us subject to retention of title. We accept this assignment.

3. The customer may neither pledge nor assign as security the goods that are our property. The resale of goods delivered under retention of title is generally prohibited. However, we reserve the right to permit resale if the customer names his buyer to us before conclusion of the contract and handover of the contractual object and assigns his purchase price claim to us in the amount of our entire remaining claim from the current account. We hereby accept this assignment. However, a prerequisite for our consent to resale is always that the customer's contractual partner also co-signs the declaration of assignment and declares that he is aware of the assignment and can only pay us with debt-discharging effect. Resale is prohibited in any case if the customer has effectively assigned or pledged the claim against his contractual partner arising from the resale to a third party in advance, or has agreed with him on a prohibition of assignment.

4. In the context of insolvency or composition proceedings, the customer is obliged to identify the goods as our property to any third party by means of labelling or other appropriate means before the proceedings are initiated.

5. As long as we have a claim, we are entitled to request information from the customer at any time regarding which goods delivered under retention of title are still in his possession and where they are located. We are also entitled to inspect these goods on site at any time and to retrieve them at the customer's expense.

6. In the event of seizures or other interventions by third parties, the client must notify us immediately in writing so that we can file an action in accordance with Section 771 of the Code of Civil Procedure.

7. The processing, working, or transformation of the goods delivered by us subject to retention of title is always carried out by the customer on our behalf, without any liabilities arising for us. If the goods delivered by us subject to retention of title are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item created through processing as to the goods delivered subject to retention of title. If the goods delivered by us subject to retention of title are inseparably mixed or combined with other items not belonging to us, the same applies as in the above-mentioned case of processing or transformation. If the mixing or combining takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer shall safeguard the sole or co-ownership thus created for us. The customer is entitled to dispose of the new products created through processing, transformation, combination, or mixing within the scope of ordinary business operations, as long as and to the extent that the customer fulfills its obligations arising from the business relationship with us in a timely manner. However, under no circumstances is the customer authorized to resell or otherwise utilize these new products under an agreement prohibiting assignment with its customer, or to pledge or assign them as security. The customer hereby assigns to us, as security, its claims from the sale of these new products, to which we are entitled to (co-)ownership rights, in the amount of our ownership share in the sold goods. If the customer combines or mixes the delivered goods with a main item, it hereby assigns to us its claims against the third party up to the value of our goods. We hereby accept this assignment. Claims from bills of exchange accepted by the customer in payment or in lieu of payment are hereby assigned to us. We hereby accept the assignment. The handover of the bills of exchange is replaced by the client keeping the bills of exchange received for us.

8. We undertake to release the securities to which we are entitled at the client's request to the extent that the realisable value of our securities exceeds our secured claims against the client by more than 10%; the selection of the securities to be released shall be at our discretion.

VIII. Liability

1. We are liable, regardless of the legal basis – including for our executives and other vicarious agents – for damages or wasted expenses only in cases of intent, gross negligence, culpable breach of a material contractual obligation, or to the extent that liability is mandatory due to injury to life, limb, or health. Furthermore, we are liable in accordance with the Product Liability Act.

2. The client's claims for damages shall expire within one year from the commencement of the statutory limitation period. This does not apply to liability for intent, gross negligence, injury to life, body, or health, fraudulent concealment of a defect, or claims under the Product Liability Act.

IX. Supplementary provisions regarding software included in the scope of delivery

1. For software products from other providers included in the scope of delivery, their general terms and conditions shall prevail. If these are not available to the customer, we will provide them to the customer upon request.

2. Furthermore – unless applicable provisions of the general terms and conditions of other providers conflict with this – the following shall apply between us and the client in addition to the above sections I.-VIII:

a) The software is protected by copyright. The client acknowledges that the software, including all its components, is and remains the property of MAG or its licensors, and that all copyrights therein are owned by MAG and/or its licensors. The client is responsible for protecting the software against misuse. The client also acknowledges that it is responsible for protecting its computer-stored data against data loss using state-of-the-art technology.

b) The Client shall receive a simple, non-exclusive right of use to the software products delivered by us to the Client and the associated documentation for a limited period of time.

c) However, the client is not authorized to use the software for purposes other than in connection with the subject matter of the contract. The client is specifically prohibited from reproducing, editing, decompiling, distributing, renting, leasing, selling, publishing, or otherwise making the software available to third parties for use, whether for a fee or free of charge. The client may not remove or alter manufacturer's information—in particular copyright notices—without our prior written consent. The client is permitted to make backup copies for their own purposes.

d) We are not obliged to release the source code to the client.

e) The number of (sub)licenses included in the scope of delivery to the Client is listed in the respective offer. If the number of users increases, the Client must also purchase the corresponding additional (sub)licenses; the granting of sublicenses by the Client is not permitted.

X. Place of performance, place of jurisdiction, applicable law

1. If the client is a merchant, a legal entity under public law or a special fund under public law, Rietheim-Weilheim shall be the place of performance and Rottweil shall be the exclusive place of jurisdiction.

2. All legal relationships between us and the client shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the provisions governing the international sale of goods (CISG; UN Sales Convention) is expressly excluded.

XI. Confidentiality

The client must treat MAG's know-how and all other business and trade secrets, including the content of the contractual relationship with the client, as strictly confidential. The client will take all reasonable and necessary precautions to protect the aforementioned information from unauthorized access, unauthorized disclosure, duplication, distribution, and other unauthorized use (such as reverse engineering). The client's aforementioned obligations shall also apply beyond the termination of the contract.

XII. Severability Clause

Should any of the above provisions be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In this case, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely approximates the objectives pursued by the invalid or unenforceable provision. The same applies to the filling of any contractual gaps.

These General Terms and Conditions of Sale and Delivery apply from 1 June 2021