General Business Terms

1. Definitive Terms, Conclusion of Contract

a) The following Terms and Conditions shall apply exclusively to all – including future – orders/contracts with companies, even if we do not refer to them in every transaction. Any conflicting terms and conditions of purchase shall not apply, even if we do not expressly object to them. The Customer is deemed to have accepted these Terms and Conditions upon placement of the order or acceptance of the delivery. A contract shall be concluded where we acknowledge the order in text form or upon execution of the order. Any changes, supplements or ancillary agreements must be confirmed by us in text form.

b) Insofar as is necessary for the handling of our business we are entitled to store and process the Customer’s data in electronic form to the extent permitted by data protection laws.

2. Quotations, Prices, Price Changes

a) Illustrations as well as dimensions and weight together with any other technical data constitute approximate values. We reserve the right to make subsequent changes. This also applies where we have provided the Customer with catalogues, technical documentation (e.g. drawings, plans, claculations, references to DIN standards), other product descriptions or documents – including in digital form.

b) Except where otherwise agreed our prices are in Euro and do not include the cost of packing, freight and customs duties which shall be invoiced separately. Our prices do not include VAT.

c) For all orders – including call off orders and instalment deliveries – , where the delivery date is more than 3 months after the contract date we are entitled to adjust the price in such a manner as is necessitated by any general price development beyond our control (e.g. exchange rate fluctuations, currency regulations, customs duties changes, increases in material and production costs) or by changes of suppliers.

d) For orders below 100,00 EUR net, we invoice an extra charge for small quantities in an amount of 18,00 EUR plus VAT.

3. Shipment, Packing, Cost, Risk

a) We supply our goods and services FCA, Kölner Straße 92, Attendorn in accordance with INCOTERMS 2020 which is also the place of performance for delivery of the goods and for rendering of services and for any supplementary performance. Where requested by the Customer the goods will be shipped to a destination other than the place of delivery at the Customer’s expense. In such circumstances we are entitled to determine the method of shipment (to include the shipping company, shipping route and packing) except where otherwise agreed.

b) The risk of accidental loss and deterioration of the goods shall transfer to the Customer upon delivery. In the event the goods are shipped to a destination other than the place of performance as defined in clause 3 a) above the risk of accidental loss and deterioration of the goods as well as the risk of delay shall pass to the Customer on surrender of the goods to the carrier instructed to undertake shipment. We shall only take out freight insurance where expressly requested by the Customer and for his account.

c) Where shipment is delayed at the request of the Customer or due to circumstances for which the Customer is responsible, risk of loss and destruction shall pass to the Customer upon notification of readiness for shipment and we shall be entitled to demand compensation for damages incurred as a result including additional expense (e.g. storage costs).

4. Delivery Times, Liability, Call Off Deliveries, Acceptance

a) The commencement of the delivery term quoted shall be subject to clarification of all matters related to the order and proper and timely performance by the Customer of his obligations including compliance with payment terms. Delivery shall be deemed on time where, on the due date, the goods have left our plant or notification of readiness for shipment has been given.

b) Where we fail to deliver upon an agreed delivery date and such failure is caused by an act or omission on our part the Customer shall grant us an extension in text form of not less than 4 weeks. Where upon the expiry of the grace period, delivery is still not forthcoming and the Customer desires to rescind the contract or demand damages in lieu of performance, the Customer shall prior thereto set a final and reasonable deadline in text form expressly indicating his intention. The Customer is obliged at our request to declare within a reasonable period whether he shall rescind the contract due to the delay in delivery and/or damages in lieu of performance or insist upon performance.

c) Any claim for damages based on late delivery or non-performance shall be subject to the following: If we are in default of delivery, with regard to which we are only responsible of slight negligence, the claim of the Customer for damage caused by the delay, as proven by him, shall be limited in amount to 0,5 % for each full week of the delay and to a maximum of 5 % of the net invoice value of the order affected by the delay.

d) In the event of an act of god or circumstances for which we are not responsible which prevent timely performance we are entitled to suspend performance of our obligations for a reasonable period or where performance becomes impossible to rescind the contract in whole or in part. The same shall apply in the event of a shortage of energy, raw materials, strikes, pandemics, epidemics, enactments passed by authorities or interruptions of operations or transit. The same shall apply where our suppliers fail to supply on time or at all materials required for performance of the order and such failure is not attributable to us, provided that we notify the Customer without delay as to the non availability. Where performance becomes impossible we shall reimburse any consideration provided by the Customer without delay. Claims for damages of any kind shall be excluded.

e) Where there is a considerable change in the circumstances prevalent at the time the contract was made which renders performance unreasonable, we reserve the right to rescind the contract in whole or in part.

f) The performance of our obligations is subject to their compliance with national and international export trade legislation, sanctions and embargos, see clause 11. in addition.

g) Where acceptance has been agreed the Customer shall perform the same at our plant at his expense. Where the Customer fails to call off deliveries according to the agreed delivery schedule or within a reasonable deadline we shall be entitled to revoke the contract and demand damages for non-performance upon the expiration of a reasonable grace period or ship the goods in arrears and invoice the same notwithstanding any other legal remedy to which we may be entitled.

h) Instalment deliveries which shall be invoiced separately as well as deviations in quantity of up to 10% are permitted.

5. Payment Terms, Set Off

a) Our claims are payable without deduction immediately upon receipt of our invoice. Where the Customer fails to remit payment on time the Customer shall be deemed in default of payment and we reserve the right to charge interest at the statutory rate together with any additional compensation for payment default. Payment by bill of exchange or cheque shall be deemed remitted upon redemption. Any fees incurred for the transaction shall be borne by the Customer.

b) We shall only accept bills of exchange and cheques on account of performance. The acceptance of bills of exchange is subject to a separate agreement. Irrespective of the term of accepted bills of exchange or any deferment of payment our claim to payment shall become immediately due where the Customer fails to comply with payment terms or circumstances arise which give rise to doubt the Customer’s creditworthiness. In such circumstances we retain the right to subject future deliveries to payment in advance or the provision of some security or to revoke the contract upon the expiration of a reasonable deadline and demand damages.

c) The Customer shall only set off undisputed counterclaims or counterclaims against which we have no further recourse to appeal; this shall not apply to counterclaims resulting out of the same contractual relationship.

6. Notification of Defects

The Customer or the recipient named by him shall inspect the goods immediately upon delivery. Where a defect is determined any processing of the defective goods shall cease immediately. Any defects including failure of the goods to comply with guaranteed quality must be notified in text form immediately, at the latest 7 days after receipt of the goods, or where the defect is latent, immediately, at the latest 7 days after its discovery. Where the Customer fails to inspect the goods or to notify any defect in writing within the deadlines set out aforesaid, the Customer shall no longer be entitled to any claim under warranty. The date of receipt of notice shall be definitive in terms of compliance with the deadlines set out above.

7. Warranty

a) The Customer must notify expressly to us technical requirements of the goods, which the Customer asks for and which deviate from usual requirements. If the Customer does not do that, there is no defect, if such requirements are not met.

b) The goods supplied by us correspond to the regulations and standards currently in force in Germany. Where the goods are to be put in operation overseas it is the responsibility of the Customer to ensure that the goods are in conformity with the relevant legal requirements and standards and where required to make appropriate adaptations.

c) If an acceptance or an initial sample inspection was agreed, a claim for defects is excluded if the Customer could have discovered them by means of careful acceptance or initial sample inspection.

d) In the event of a justified warranty claim we shall at our option supply a replacement or remedy the defect. The Customer shall grant us a reasonable period of not less than 21 working days to carry out the same. We shall regain title to any parts rejected. Where permitted by law we shall be entitled to refuse supplementary performance as set out aforesaid.

e) In the event that we are not in a position to remedy the defect or deliver a replacement the Customer shall be entitled at his option to revoke the contract or to demand a reasonable reduction in the purchase price, provided that the Customer prior thereto sets a reasonable deadline in writing expressly indicating his intention except where the law dispenses with such requirement. In the event of revocation the Customer shall be liable for any deterioration, loss and unmade use which is not just attributable to lack of usual care but to any kind of default.

f) Additional claims of the Customer for damages and reimbursement of expenditure in connection with the defects or consequential loss are subject to clause 8. We shall only be liable for losses which were typically foreseeable at the time the contract was made.

g) The Customer shall have no claim under warranty where the goods at the time of supply were not defective and the cause of the defect is constituted by improper use, faulty or neglectful treatment, normal wear and tear or interference of the Customer or a third party with the goods.

h) Claims under warranty shall be time-barred at the latest 12 months after the goods have been supplied or accepted, except for the cases regulated in clause 8 f).

i) If the end user of the goods is a consumer, the statutory provisions shall apply to the limitation of any right of recourse of the Customer against us. 8. Exclusion and Limitation of Liability

8. Exclusion and Limitation of Liability

a) For all claims for compensation for damages and expenses directed against us on the basis of neglect of duty for which we are responsible, regardless of the legal basis, in the case of slight negligence we are liable only when there is an infringement of significant obligations which endanger the purpose of the contract. For the rest, our liability for slight negligence is excluded.

b) In the case of liability as per clause 8 a) and of liability without fault, we are liable only for typical and foreseeable damages. A claim for expenses incurred in vain by the customer is not permitted.

c) The customer has sole responsibility for the use of goods or other services supplied by us. If we have not confirmed in writing specific properties and suitabilities of our products for a contractually defined purpose, application-related advice is non-binding in every case. We are also liable only to the extent of clause 8 a) for advice which was given or failed to be given, and which does not relate to the characteristics and usability of the delivered product.

d) The exclusion of liability as per the aforementioned paragraphs applies to the same extent to the benefit of our agencies, legal representatives, managing and non-managing employees, and other vicarious agents.

e) All claims against us for damages and expenditure expire 12 months after delivery of the goods; in the case of tortious liability such claims expire from the time of knowledge or of gross negligence of the circumstances justifying the claim or of the body liable to make reparation. This does not apply in the case of malice, or in the cases specified in clause 8 f).

f) The provisions of the aforementioned paragraphs and clause 7 h) do not apply in the case of strict liability, if liability exists for damage to life, body, or health, or if a quality guarantee has been accepted or there has been malicious concealment of a defect.

9. Intellectual Property Rights, Tools, Models, Samples, Drawings

a) Where goods are supplied according to drawings, samples, models or other information provided by the Customer, the Customer shall be liable for the accuracy of the same and for any infringement of third party intellectual property rights. Tools, models, drawings etc remain our property including where we have manufactured the same upon the instruction of the Customer and/or the Customer has paid for the same in whole or in part. We retain all copyright to such drawings, samples, models and other information.

b) The supply of goods and rendering of services shall not be deemed to confer the grant of any licence to use of our intellectual property rights or copyright. Any such grant of licence shall be subject to a separate agreement.

c) In the event that the goods supplied violate third party intellectual property rights we shall be entitled at our option to obtain the required intellectual property rights or a licence to use the same within a reasonable period or to supply the Customer with an acceptable alternative.

10. Retention of Title

a) We retain the ownership of all goods delivered by us, until all our claims resulting from the business relationship with the customer have been settled, including future claims arising from contracts concluded later and including any possible claims for recourse and indemnification arising from bills of exchange and checks. This also applies in the case of a sum in our favour, if individual or all claims are included by us in a open account (on an open item basis), and the balance is drawn up.

b) The customer must insure the goods under retention of title sufficiently, especially against fire and theft. Insurance claims arising from a damage event which affects the goods under retention of title are hereby already at this point transferred to us, to the value of the goods under retention of title.

c) Handling and processing of the goods under retention of title takes place on our behalf as the manufacturer as per § 950 BGB (German Civil Code), without however placing us under obligation. If our goods are handled and processed, or are inseparably mixed, with other objects which do not belong to us, we obtain joint ownership of the new item in the ratio of the invoiced value of our goods to the invoiced values of the other processed or mixed objects. If our goods are combined with other mobile objects into one single object which can be regarded as the principal object, then already at this point the customer transfers to us joint ownership in the same ratio. The customer protects the ownership or joint ownership on our behalf, free of charge. The joint ownership rights which arise in this way are deemed to be goods under retention of title. If we request, the customer is obliged at any time to provide us with the necessary information for pursuing our rights of ownership or joint ownership.

d) The customer has the right to resell the delivered goods in the normal course of business. He is not permitted to undertake other disposals, especially pledging or provision of reserved ownership. If the goods under retention of title are not paid for immediately by a third party purchaser upon resale, the customer is obliged for his part to resell them only under retention of ownership. The authorisation to resell and to further handle and process the goods under retention of title is nullified without further ado if the customer suspends his payments or falls behind in his payments to us.

e) The customer hereby already at this point transfers all claims including value added tax, securities and ancillary rights which arise to him against the end customer or third parties, from or in connection with the resale of goods under retention of title. This applies also in the case of a company acquisition. The customer may make no agreement with his customers if it excludes or negatively affects our rights in any way, or it nullifies the advance assignment of the claim. If goods under retention of title are sold with other objects – also in the case of a company acquisition – the claim against the third-party buyer at the supply prices agreed between us and the customer is deemed to be transferred, unless it is impossible to determine the amounts relating to the individual items from the invoice. If jointly owned components are sold as goods under retention of title – also in the case of a company acquisition – the claim arising from the resale is deemed to be transferred to us, in the proportion of our joint ownership.

f) The customer remains authorised to collect the claims transferred to us until our revocation, which may be made at any time. Our right to collect the claim ourselves, if required, remains unaffected by this. On our demand, the customer is obliged to provide us with the information and documentation necessary to collect the transferred claims, and if we do not do this ourselves, to inform his customers immediately of the transfer to us.

g) If the customer includes claims arising from the resale of goods under retention of title in an existing open item relationship with his customers, then already at this point he transfers to us any agreed balance accruing to his benefit or final balance for the amount corresponding to the total amount of the claims included in the open item relationship which result from the resale of our goods under retention of title.

h) If claims arising from the resale of the goods delivered or to be delivered by us have already been transferred by the customer to third parties, especially on the basis of recourse or non-recourse factorings, or if the customer has made other agreements, on the basis of which our current or future security interests could be negatively affected, he must inform us of this immediately. In the case of a recourse factoring, we have the right to withdraw from the contract and to demand the release of already delivered goods. The same applies in the case of a non-recourse factoring, if the contract does not allow the customer to negotiate freely with the factor in relation to the purchase price for the claim.

i) In the case of conduct by the customer contrary to the contract, especially delayed payment, we have the right to take back all goods under retention of title; in this case, the customer is obliged to release the goods without further ado. In order to determine the status of goods which we have delivered, we may enter the customer's commercial premises at any time during normal business hours. Taking back goods under retention of title represents a withdrawal from the contract only if we expressly state this in writing, or mandatory legal provisions provide for this. The customer must immediately inform us in writing of all access by third parties to goods under retention of title, or of claims transferred to us.

j) If the value of the securities available to us under the provisions above exceeds the secured claims by more than 10 % altogether, then if the customer demands, we are obliged to release securities of our choice, to that extent.

k) We retain our rights of ownership and copyright in all cost estimates, designs, drawings and other documentation. The customer must not make them accessible to third parties, and must return them immediately when requested.

11. Export control

a) Principles We advice the Customer that in the event of resale or other transfer of our goods to a country other than that in which the Customer is domiciled or than that agreed in the contract, the Customer must inform himself on his own responsibility of the technical, official, statutory and legal requirements imposed there. We cannot exclude the possibility that there are requirements which our goods do not fulfilled. The examination whether this is the case is the sole responsibility of the Customer. Should the Customer require certain information about our goods within the scope of this examination, we will make this information available to him upon request. However, we do not undertake our own examination as to whether the requirements are fulfilled in the country concerned. We advise the Customer that for the shipment/export of goods (products, software, technology) and for the provision of services in fulfilment of a contractual obligation (e.g. installation, maintenance, repair, instruction/training, etc.) with a cross-border component, European and German foreign trade law is applicable, and that the individual deliveries and technical services may be subject to legal export control restrictions and bans. This applies in particular to armaments and so-called dual-use goods. The applicable legal regulations are in particular regulation (EC) no. 428/2009 (EC Dual Use Regulation) and its attachments, the German Foreign Trade Law (AWG), the German Foreign Trade Regulation (AWV) and its attachment (Part I sections A and B of the German Export List), in their respective current versions. Furthermore, there are European and national embargo regulations against specific countries and persons, companies and organisations, which can ban the delivery, supply, provision, export, or sale of goods and the performance of services, or make them subject to approval. The Customer recognises that the abovementioned legal regulations are subject to constant changes and modifications, and that they are to be applied to the contract in their currently valid version. The Customer undertakes to recognise and comply with the European and German export control provisions and embargo regulations, especially if the Customer is subject to a re-export condition in an approval assigned to us by the export control authorities. We will inform the Customer of such a condition no later than the shipment/export. The Customer further undertakes not to sell, export, re-export, deliver, or pass on the delivered goods, or to otherwise make them accessible directly or indirectly, to persons, companies, institutions, organisations or in countries if this infringes European or German export provisions or embargo regulations. Upon request, the Customer is obliged to provide us appropriate and complete information about the end use of the goods and/or services to be provided, and in particular to issue so-called end-use certificates (EUCs) and to send them to us in the original, in order to verify the end use and intended purpose of the goods and/or services to be provided, and to be able to demonstrate them to the export control authorities.

b) Withdrawal, compensation for damages by us If the possibly required export or shipment approvals, or other approvals or releases under foreign trade law are not issued or not issued in good time by the responsible authorities, or other obstacles impede the fulfilment of the contract or delivery because of the regulations regarding customs, foreign trade, and embargo regulations which we as exporter and/or shipper or our suppliers must comply with, then we have the right to withdraw from the contract and/or the individual delivery or service obligation. This applies even if relevant export control and legal embargo obstacles first arise (e.g. because of a change in the legal situation) between conclusion of contract and the delivery or performance of the service, as well as when asserting guarantee rights, and these make the performance of the delivery or service temporarily or permanently impossible because necessary export or shipment approvals or other approvals or releases under foreign trade law are not issued, or are withdrawn, by the authorities responsible, or other legal obstacles prevent the fulfilment of the contract or the delivery or service because of customs, foreign trade, and embargo regulations which must be complied with. § 8 applies to possible claims for damages by the Customer on this basis.

c) Delivery times Release or assignment of export or shipment approvals or other types of approval under foreign trade law by the authorities responsible can be a prerequisite for compliance with delivery times. If we are impeded in on-time delivery because of the duration of the correct execution of a customs or foreign trade application, approval, or inspection process, then the delivery time is extended accordingly by the duration of the delay caused by this official process. Furthermore, the provisions in § 4 remain unaffected. d) Compensation for damages payable by the Customer The Customer is liable to the full extent for damages and expenses arising to us through the Customer’s culpable non-compliance with the European and/or German export provisions or embargo regulations.

12. Place of Performance, Jurisdiction, Applicable Law

a) The place of performance shall be our registered office.

b) All disputes arising out of these terms and conditions shall be resolved before the courts in Attendorn, Germany. We reserve the right to sue the Customer at its principle place of business.

c) All orders, supplies and performance of works shall be exclusively governed by German Law.

d) If the customer is based outside of Germany, the CISG ("UN Sales Convention") applies, with the following special provisions:

• Modifications to or deletions from contracts must be made in writing. This also applies to agreements on the abandonment of this agreement on the written form.

• In the case that goods contrary to contract are supplied, the customer has the right to cancel the contract or to a replacement delivery only if claims against us for damages are excluded or it is unreasonable for the customer to use the goods which are contrary to contract and to claim for the remaining damages. In these cases, we are first permitted to correct the defects. If the correction of defects fails and/or it results in an unreasonable delay, then the customer has the right of choosing whether to declare that the contract is cancelled, or to require delivery of replacements. The customer also has this right when the correction of defects causes an unreasonable inconvenience, or there is uncertainty about the reimbursement of the customer's possible outlays.

13. Final Provisions

a) In the event that individual terms of these standard terms and conditions are invalid in whole or in part, this shall not affect the validity of the remaining provisions.

b) The invalid provision shall be replaced by a provision which corresponds as closely as legally possible to the original commercial intention of the invalid clause.

Date January 2022

14. Additional Agreement on price adjustment due to the current economic development as of 01.04.22

1. In view of the current price dynamics and the delivery problems in the procurement fluctuations in the price of materials cannot be ruled out with regard to the delivery time or the delays in the delivery date caused by the delivery problems. Both parties agree that the resulting risk must be balanced fairly and in a spirit of partnership. Therefore, after intensive discussion, they agree on the following price adjustment:

2. The prices contained in the offer/order confirmation/contract are calculated on the basis of the purchase prices of the alloys at the time of the date.

3. The parties are aware that the prices for the materials referred to in clause 2. may change considerably due to current developments. If, after conclusion of the contract, these prices increase or decrease by more than 5 % at the time of invoicing of the material, the prices shall be adjusted by this factor if one party so requests. At the request of the other party, documents proving the change in prices shall be submitted.

4. Any increase of customs duties, taxes, fees or other expenses occurring after the conclusion of the sales contract shall be borne by Buyer. In particular, any increase of the statutory V.A.T. between the conclusion of the contract and actual delivery shall result in a corresponding increase of the gross purchase price. The same applies for any increase of the costs of transport regardless of whether these are to be borne by the Buyer or BEULCO.

5. For all orders – including call off orders and instalment deliveries –, where the delivery is made more than 3 months after the contract date, either according to the contract or at Buyer’s request BEULCO shall be entitled to pass on to the Buyer any increases in material and wage prices between the conclusion of the contract and delivery.

Date March 2022

§ 1 Scope

We, the Beulco GmbH & Co. KG, are among others a provider of IoT services (= Internet of Things), i.e. web-based software services (hereinafter: "IoT or software services") including the necessary positioning and communication units (hereinafter: "hardware"). We provide the positioning and data transmission services as well as their presentation in connection with a web-based portal (hereinafter referred to as "Portal").

The following General Business Terms for IoT services are decisive for all our deliveries and services regarding the Software Services with respect to companies (subsequently referred to as “Customer”). These Business Terms apply in addition to our General Terms and Conditions of Sale and Delivery; these conditions can be viewed and downloaded at www.beulco.de/en/general-business-terms/.

Depending on the subject of the contract, the following additional conditions apply: Supplementary General Contractual Conditions, Supplementary Conditions for the Provision of Services, Supplementary Conditions for the Creation of Individual Software, Supplementary conditions for the Use of Software via the Internet (Software as a Service), Supplementary Conditions for the Sale of Hardware. All these conditions can be viewed and downloaded at www.beulco.de/en/general-business-terms/general-business-terms-iot/.

§ 2 Registration

Use of our IoT- and Software Services requires registration on our Portal. A claim to admission to our Portal does not exist. The data required for registration must be provided fully and truthfully by the Customer. When registering, the Customer selects a personal username and password. The username must not infringe the rights of third parties, other naming or brand rights, or moral standards. The Customer is obliged to keep the password secret and not to communicate it under any circumstances to third parties.

It the Customer’s personal details change, the Customer himself is responsible for updating them.

§ 3 Conclusion of contract, rights of use

Proposals contained in our Portal are non-binding. For orders, a contract first comes into being when we expressly confirm the acceptance of the order to the Customer or we start the performance of the ordered deliveries/services (activation of access to the Portal, delivery of Hardware, etc.) in a way that is recognisable to the Customer. A prior acknowledgement of receipt merely informs the customer of the receipt of his order. This also includes services provided temporarily or permanently free of charge for test or demonstration purposes.

To the extent that software applications are made available to the Customer, we grant the Customer a non-exclusive licence, restricted geographically to the place of execution and in terms of time to the duration of the contract, for the use of the IoT service (in particular of the IOT platform(s)) and, if a transfer of the service is permitted, to the assignment of sub-licences to the Customer’s (end) customers for the purpose of the contract.

The Customer receives no copyrighted rights whatsoever in the software used by us as part of the Software Services. We have a duty to provide instruction or training regarding the use of the software only if this was expressly agreed in writing.

§ 4 Scope of service, exemptions from performance

We are not responsible to the Customer for the operation, testing, maintenance, transport, processing, transfer, loading, unloading, or the installation of devices or accessories which were obtained from or made available by a party other than ourselves. We are not obliged to undertake changes, modifications, or additions to their components, IoT services or equipment, in order to adapt them to the IoT device(s) made available or used by the Customer.

Certain elements of the IoT service may depend on the Customer or other third parties having appropriate infrastructure and/or on them using a suitable IoT device. If the specified ap-propriate infrastructure is not available or the Customer does not use a suitable IoT device, we accept no responsibility for the resulting consequences.

We are released from the provision of the services in the contract if a domestic or foreign public body (e.g. an authority, court, etc.) decrees, orders, or threatens the termination or partial cessation of the IoT service in one or more countries, or if a corresponding ban results from a change in the legal situation.

We are released from the provision of the services in the contract if a domestic or foreign public body (e.g. an authority, court, etc.) resolves to restrict or modify the range of assigned numbers for the provision of the IoT services in one or more countries.

We are released from the provision of the services in the contract if a domestic or foreign public body (e.g. an authority, court, etc.) resolves to block or ban the roaming service for SIM cards or “permanent roaming users” in one or more countries, or if a corresponding ban results from a change in the legal situation.

We are responsible only for the provision, operation, and access to the platforms.

§ 5 Customer’s responsibility and duties to cooperate

The customer undertakes to use SIM cards provided by us only for setting up his own IoT communication and in connection with the contractually agreed hardware supplied or released by us and to impose this obligation on his (end) customers as well. In particular, he is not allowed to use a SIM card provided by us to pass on connections, regardless of the type and origin, established by a third party via communication or transfer systems (e.g. “SIM boxing”). The Customer must not infringe criminal law provisions or regulations for the protection of youth, or violate any third-party rights, access, save, or make accessible to third parties any illegal or improper content, reference web offerings with such contents, or provide connections to such sites (e.g. via hyperlinks). We advise the Customer that the unsolicited transmission of information and services, e.g. undesired and unrequested publicity via e-mail, SMS, fax, or telephone is banned by law under certain circumstances. The Customer must not use the IoT service to establish permanent speech or data connections in the form of a dedicated line or to establish connections for which the Customer or a third party receives or expects to receive payments or other benefits in return because of the connection or its duration. If the Customer passes on to a third-party SIM cards provided by us, then the Customer is liable for the conduct/use by the third party.

The Customer may pass on the IoT services to his (end) customers only if this is separately agreed in the contract. If this is permitted, then the Customer is responsible for the resale of the IoT services to his (end) customers and for all obligations which result from agreements between the Customer and his (end) customers. The Customer must ensure that he is also able to enforce the obligations arising from the contract on his (end) customers.

The Customer is responsible for using the IoT service only to the extent that this is intended in the provisions of the contract. The Customer is responsible for each and every inappropriate use of the IoT service by the Customer and his (end) customers.

As soon as the Customer suspects or identifies fraudulent use of the IoT service, or that a SIM card or an IoT device containing a SIM card was stolen or lost or that someone uses the SIM card or the IoT service in a way that is contrary to contract or illegal, then he must inform us immediately after he identifies the fraud, loss, theft, or misuse. Furthermore, the Customer must immediately initiate deactivation or request us to deactivate the affected SIM card(s) and the IoT service. The Customer is responsible for all costs and proceedings which arise through the improper or fraudulent use of the IoT service by the Customer, by his (end) customers, or by the users. The simulation or cloning of physical access devices or of electronic identifications to enable multiple sessions is forbidden. We are authorised to stop or modify the IoT service immediately and without advance notification if we determine that the IoT service is being used with fraudulent intent. The Customer must cooperate with us in determining and correcting the causes.

§ 6 Prices and payment

The prices, conditions, and terms agreed in the individual contract or framework contract apply. All prices specified by us or stated in the contract are net prices excluding VAT at the legally applicable rate.

All payments must be made by transfer to our account. The account details are specified on the invoice.

Our claims for payment are payable within 14 days without deduction upon receipt of an in-voice or equivalent demand for payment, but at the latest 14 days after receipt of the performance in return. If the Customer’s (end) customer does not pay the Customer, this does not release the Customer from his obligation to pay us.

With respect to our claims for payment, the Customer may offset only by means of undisputed or legally binding counterclaims; this does not apply to counterclaims arising from the same contractual relationship.

Unless expressly agreed otherwise, the prices for the software services are valid for one month in each case. The calculation begins with the month of activation. The invoice is issued quarterly, on 31.03., 30.06., 30.09. and 31.12. of each calendar year. If nothing to the contrary has been contractually agreed, these remunerations are due in advance at the beginning of each quarter and are to be paid within 14 days in each case. Thereafter, the customer shall automatically be in default, and we shall charge interest at the statutory rate. If nothing to the contrary has been contractually agreed, the prices for the software services shall refer to location and data transmission services in Germany (hereinafter referred to as "contract territory"). A transfer of the hardware outside the contract territory leads to considerable additional costs (roaming charges). These will be invoiced separately to the customer at the end of each month.

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§ 7 SIM card

The Hardware contains a SIM card. The ownership of this SIM card remains with us. After the end of the contract, the SIM card must be returned to us immediately.

The SIM card must be used only in the Hardware which we provide. Use in another way (especially in other devices) is expressly forbidden. An infringement of this provision represents a significant breach of contract and authorises us to terminate the contract for good cause without advance notification, and to claims for damages. Further rights and claims remain unaffected.

§ 8 Duration and termination

The minimum contract duration is 12 months after activation. The contract can be terminated at the end of the minimum contract period with a notice period of 4 months to the end of the year, without the need to state reasons. If the contract is not terminated in time, the term is automatically extended by a further 12 months.

The right to termination for good cause remains unaffected. In particular, good cause exists for us if the Customer:

• does not make payments within an appropriately set grace period when they are due, despite warning, or

• infringes significant provisions of the contract including these General Business Terms for IoT Services, and does not cease the infringement within 7 days from receipt of a warning (although the use of the SIM card in devices other than the hardware obtained from us justifies an immediate termination without notification), or

• infringes law and justice through the use of the service which is the subject of the contract.

Any termination must be notified in writing.

§ 9 Exclusion and restriction of our liability for defects

According to the current state of the art, it is not possible to create and use hardware and software as well as network/telematics-based services that can run in any combination of applications, under any technical and external conditions and without errors throughout. This applies in particular because our software services for location and data transmission also depend on data collection, processing and transmission by third parties as well as on the availability and functionality of telecommunications networks and other third-party networks, on the performance of which we have no influence.

We therefore solely owe the effort oriented to the respective state of the art to ensure the greatest possible availability and functionality of the hardware, software and positioning and data transmission services provided and to be made available in each case. This availability and usability of the relevant services can, since they are based on GPS, GSM or Internet technology, only be guaranteed in terms of time to the extent that these technologies are provided by a proper provider in accordance with the state of the art. Since

positioning by means of GPS also depends on the functionality of the GPS satellites, the accuracy of the data transmitted by them and the reception of the corresponding signals in sufficient quality and to a sufficient extent, we cannot guarantee unrestricted positioning in this respect, but only within the system-related tolerances.

We do not owe the occurrence of an economic success, in particular not the achievement of savings or other economic advantages on the part of the customer.

The customer loses any claims for liability for defects in relation to the hardware if he changes it or has it changed and this makes it impossible or unreasonably difficult for us to remedy the defect. In any case, the customer shall reimburse any additional expenditure incurred as a result of a change to the hardware without our consent.

In consideration of the above paragraphs, the customer shall be entitled to the benefits specified in our General Terms and Conditions of Sale and Delivery; these conditions can be viewed and downloaded at www.beulco.de/en/general-business-terms/.

§ 10 Transfer

Only if we agree in writing may the Customer transfer to third parties his rights and obligations arising from the contracts concluded with us. A transfer made without our agreement is of no effect.

§ 11 Agreement of third parties

Only if we agree in writing may the Customer transfer to third parties his rights and obligations arising from the contracts concluded with us. A transfer made without our agreement is of no effect.

§ 12 Exclusion and restriction of our liability

We are not liable if the Software Services function only partially or not at all for the following reasons:

• Causes for which we are not responsible or which are outside our control,

• Hardware defects not included in the defects liability under purchasing law,

• Leaving the contractual area,

• Necessary maintenance services related to the IoT services performed by us in such a way, however, that restrictions to the effectiveness of the IoT services are reduced to a minimum,

• Strike, natural catastrophe, and other forms of force majeure,

• Requirements by public authorities and courts with which we must comply, and which were not foreseeable when the contract was concluded.

At the current state of the art, data communication over the internet cannot be guaranteed to be fault-free and/or available at all times. In this regard, we are liable neither for the permanent nor the uninterrupted availability of our positioning and data transmission services.

Otherwise, our liability is based on our General Terms and Conditions of Sale and Delivery; these conditions can be viewed and downloaded at www.beulco.de/en/general-business-terms/.

§ 13 Data protection

If a platform for the administration of application/Customer data is also made available as part of the provision of the IoT service, and for this the Customer’s personal data is stored or processed, then the following applies:

(a) In the implementation of the contract, we and the Customer hereby undertake to comply with the applicable legal provisions relating to data protection. These include the introduction and maintenance of the appropriate physical, technical, and organisational security measures for the protection of personal data from accidental or illegal damage, deletion or loss, change, unauthorised publication or access.

(b) We must not:

• process the personal data for a purpose other than that specified in the contract;

• share the personal data with third parties, except with subcontractors for the purpose of fulfilling this contract.

If, in addition to the provision of telecommunication services, the Customer’s personal data is also saved or processed by us for the implementation of the contract (administration of application/Customer data on a platform), we advise that an agreement as per § 11 BDSG [German Federal Data Protection Act] and article 28 EU General Data Protection Regulation may have to be made.

We advise that we may view data for the purposes of invoicing and services.

§ 14 Right of retention of service

If the Customer does not fulfil his payment obligations when they are due, then we may retain our positioning and data transmission services, i.e. cease them temporarily until the Customer has settled all due amounts.

§ 15 Final provisions

The law of the Federal Republic of Germany shall apply. The place of execution is the location of our place of business. The place of jurisdiction shall be the competent court at our place of business. However, we also have the right to sue the Customer at his general place of jurisdiction. If individual provisions of contracts concluded with the Customer or of these General Business Terms are or become ineffective, then this has no effect on the effectiveness of the other parts of the contracts. Instead of the ineffective provision, a provision applies which comes closest within what is legally possible to what would have been financially intended by the sense and purpose of the ineffective clause. The language of the contract is German. If the contracting partners avail of another language apart from this, then the German wording takes precedence. These Terms and Conditions for IoT services shall be interpreted according to German interpretation of law. If the English legal meaning deviates from the German legal meaning, the German legal meaning shall have precedence. Date 12/2023

Supplementary General Contractual Conditions of BEULCO GmbH & Co KG (hereinafter: “Provider”)

1. Remuneration, payment, protection of performing rights, deadlines

1.1 Unless otherwise agreed, remuneration is calculated at cost at the Provider’s prices generally valid at the conclusion of contract. Remunerations are always net prices plus statutory value added tax.

The Provider has the right to invoice monthly. If services are paid for at cost, the Provider documents the type and duration of the activities and provides this documentation together with the invoice.

1.2 All invoices must be paid free at paying office and without deduction, no later than 14 calendar days after receipt.

1.3 The Customer may offset or withhold payments because of defects only if he actually has rights to claims for payment arising from material defects or defects of title. If other claims for defects arise, the Customer may withhold payments only to a proportion which takes the defect into account. Item 4.1 applies accordingly. The Customer has no right to withhold if his claim for defects is time-barred. Apart from this, the Customer may offset or withhold only if demands are undisputed or legally binding.

1.4 Until complete payment of the remuneration owed, the Provider retains ownership and rights of concession for the services. Allowances for legitimate defects as per item 1.3 clause 2 are taken into account. In addition, the Provider retains ownership until the fulfilment of all his claims arising from the business relationship with the Customer.

For the duration of payment arrears by the Customer, the Provider has the right to prohibit further use of the services by the Customer. The Provider may assert this right only for an appropriate period, as a rule 6 months at maximum. This does not represent a withdrawal from the contract. § 449 paragraph 2 BGB (Geman Civil Code) remains unaffected.

If the Customer or his end customers return the services to the Provider, accepting them back does not represent a withdrawal by the Provider unless he has expressly stated his withdrawal. The same applies to the Provider seizing the retained items or seizing rights in them.

The Customer may neither pledge nor assign as security items subject to retention of ownership or of rights. As a reseller, the Customer is permitted only to resell in the ordinary course of business under the condition that the Customer has effectively transferred to the Provider the Customer’s claims against his end customers relating to the resale, and that the Customer transfers ownership to his end customer subject to payment. By concluding the present contract, the Customer assigns to the Provider as security the Customer’s future claims against his end customers relating to such sales, and the Provider hereby accepts this assignment.

If the value of the Provider’s security interests exceeds the amount of the secured claims by more than 20 % then, if the Customer so requires, the Provider shall release a corresponding portion of the security interests.

1.5 For a permitted transfer of rights of use in deliveries and services, the Customer is obliged to impose the contractually agreed restrictions on the recipient.

1.6 If the Customer does not fully or partially settle a due demand on or before the contracted payment deadline, then the Provider may revoke agreed payment due dates for all demands. In addition, the Provider has the right to provide further services only against prepayment or security via a performance bond from a credit institute or credit insurer licensed in the European Union. The prepayment must cover the respective invoicing period or – for one-off services – its payment.

1.7 If the Customer becomes financially unable to fulfil his obligations to the Provider, then the Provider may terminate existing exchange contracts with the Customer by means of withdrawal, and may terminate continuing obligations with immediate notice, even if the Customer files for insolvency. § 321 BGB and § 112 InsO [German Insolvency Code] remain unaffected. The Customer shall inform the Provider in good time in writing about an impending insolvency.

1.8 Fixed deadlines for services must be agreed exclusively and expressly in documented form. Fixed deadlines are agreed subject to the proviso that the Provider receives services from his respective sub-suppliers punctually and as contracted.

2. Cooperation, obligations to cooperate, confidentiality

2.1 Both the Customer and the Provider each name a responsible contact person. Unless otherwise agreed, communication between the Customer and the Provider shall take place via these contact persons. The contact persons must make all decisions relating to the implementation of the contract immediately. The decisions must be bindingly documented.

2.2 The Customer is obliged to support the Provider as much as necessary, and to create all prerequisites in his operating sphere for the correct implementation of the contract. For this, he shall in particular make necessary information available and, if possible, enable remote access to the Customer’s system. If, for security or other reasons, remote access is not possible, then time limits affected by this are extended accordingly; regarding other consequences, the contracting partners shall agree an appropriate arrangement. The Customer further ensures that expert personnel is available to support the Provider.

If it is agreed in the contract that services may be provided onsite at the Customer, then at the Provider’s request the Customer provides sufficient workplaces and working equipment, free of charge.

2.3 Unless otherwise agreed, the Customer shall ensure correct data backup and outage protection for data and components (such as hardware, software) appropriate to their type and significance.

2.4 The Customer must report defects immediately and in writing, in a comprehensible and detailed form, giving all relevant information for recognising and analysing the defect. In particular, the work steps which led to the defect, the manifestation, and the consequences of the defect are to be described. Unless otherwise agreed, the Provider’s corresponding forms and processes shall be used for this.

2.5 Upon request, the Customer shall appropriately support the Provider in reviewing and asserting claims against other participants involved in the provision of services. This applies in particular to the Provider’s claims for recourse against sub-suppliers.

2.6 The contracting partners are obliged to maintain secrecy about trade secrets and other information designated as confidential (e.g. in records, documents, databases) which become known in connection with the implementation of the contract, and not to use them beyond the purpose of the contract nor make them public without the written agreement of the other contracting partner.

For trade secrets and information designated as confidential, the respective receiving contracting partner is obliged to take appropriate measures to maintain confidentiality. The contracting partners do not have the right to use observation, investigation, reverse engineering, or testing of the subject of the contract to obtain trade secrets belonging to the other contracting partner. The same applies to other information or objects obtained during the implementation of the contract.

Only with the written agreement of the respective other contracting partner may trade secrets and other information designated as confidential be passed on to persons who are not involved in the conclusion, implementation, or carrying out of the contract.

Unless otherwise agreed, for information not designated as confidential, the obligation to confidentiality ends after five years have expired since the respective information was made known, but for continuing obligations, only when the obligations end. Trade secrets must be kept secret for an indefinite period.

The contracting partners shall also impose these obligations on their employees and on any third parties deployed.

2.7 The contracting partners are aware that electronic, unencrypted communication (e.g. by e-mail) is subject to security risks. For this form of communication, they shall therefore not assert any claims on the basis of a lack of encoding, unless an encoding was agreed in advance.

3. Disruptions in the provision of services

3.1 If a cause (“disruption”), including strike or lockout, for which the Provider is not responsible interferes with deadline compliance, then the deadlines are postponed by the duration of the disruption, if necessary, including a reasonable start-up phase. One contracting partner must immediately inform the other contracting partner about the cause of a disruption in his area of responsibility, and about the duration of the postponement.

3.2 If the costs increase because of a disruption, then the Provider may also require payment of the additional expense, unless the Customer is not responsible for the disruption, and its cause lies

outside his area of responsibility.

3.3 If the Customer is allowed to withdraw from the contract because of inadequate performance by the Provider and/or is allowed to demand compensation for damages instead of performance, or the Customer claims this, then at the Provider’s request the Customer shall state in writing within a reasonable grace period whether he is asserting these rights or he still requires the provision of services. In the event of a withdrawal, the Customer must repay the Provider the value of previously existing usage possibilities; the same applies to deterioration through intended use.

If the Provider falls behind in providing the services, then, for each full week of delay, the Customer’s compensation for damages and expenses because of the delay is restricted to 0.5 % of the net price for the portion of the contractual service which cannot be used because of the delay. The liability for delay is restricted to a maximum total of 5 % of the net payment for all contractual services affected by the delay; for continuing obligations this is based on the payment for the respective affected services for the full calendar year. In addition, and taking priority, a percentage rate agreed at contract conclusion of the payment agreed at contract conclusion is applicable. This does not apply if a delay results from the Provider’s gross negligence or from intent.

3.4 For a delay in performance, under the legal provisions the Customer has a right of withdrawal only if the Provider is responsible for the delay. If, because of the delay, the Customer justifiably demands damages and expenses instead of performance, then for every full week of delay he has the right to demand 1 % of the net price for the portion of the contractual performance which cannot be used because of the delay, but to a maximum total of 10 % of this net price; for continuing obligations the amount is based on the payment for the respectively affected services for the full calendar year. In addition, and taking priority, a percentage rate agreed at contract conclusion of the net payment agreed at contract conclusion is applicable.

4. Material defects and reimbursement of expenses

4.1 The Provider ensures the contractually owed characteristics of the services. If the Provider’s services deviate only insignificantly from the contractual characteristics, then no claims arise for material defects.

Claims for defects also do not arise from excessive or incorrect use, natural wear, or failure of components in the system environment. The same applies to software defects which are not reproducible or cannot be demonstrated in another way by the Customer. This also applies to damage caused by special external causes not provided for in the contract. Claims because of defects also shall not arise for changes or repairs performed later on by the Customer or by third parties, unless there is no effect on the difficulty of analysis and correction of a material defect.

In addition, item 6 applies to claims for compensation for damages and expenses.

4.2 The period of limitation for claims for material defects is one year from the statutory start of the period of limitation. The statutory periods for regress under § 478 BGB remain unaffected.

The same applies, if the law as per § 438 paragraph 1 no. 2 or § 634a paragraph 1 no. 2 BGB prescribes longer periods, in case of deliberate or grossly negligent breach of obligation by the Provider, fraudulent concealment of a defect, cases of injury to limb, life or health, and also to claims arising from the Produkthaftungsgesetz [German Product Liability Act].

Processing a material defect notification from the Customer by the Provider results only in the suspension of the limitation period, as long as the statutory prerequisites for this exist. This does not restart the limitation period.

Supplementary performance (resupply or rectification) can affect only the limitation period for the defect which triggers the supplementary performance.

4.3 In contracts relating to digital products as per § 327u BGB, claims for recourse remain unaffected by items 4.1 and 4.2.

If an end customer asserts a potential claim against the Customer, and this can lead to a claim for recourse, then the Customer shall immediately advise the Provider about the claim being asserted and shall provide him with the additional information necessary and/or useful for the assessment of the claim. The Customer shall give the Provider the opportunity of satisfying the claim asserted by the Customer’s end customer, unless this is unacceptable to the Customer. The Customer and the Provider shall agree the objective and shall work together to satisfy a justified claim by the Customer’s end customer as advantageously as possible in terms of cost and effort.

4.4 The Provider may demand payment for his effort if

a) he takes action because of a notification even though a defect did not exist, unless the Customer applied reasonable effort but was unable to recognise that no defect was present, or

b) a reported defect is not reproducible or cannot in another way be shown by the Customer to be a defect, or

c) additional effort arises because of incorrect fulfilment of the Customer’s obligations (see also items 2.2, 2.3, 2.4 and 5.2).

5. Defects of title

5.1 The Provider is liable for breaches of third-party rights only if his service is used unchanged as contracted, and in particular in the contractually agreed and intended operating environment.

The Provider is liable for breaches of third-party rights only within the European Union and the European Economic Area, and also at the location of the contractual use of the service. Item 4.1 clause 1 applies accordingly.

5.2 If a third party asserts against the Customer that a service supplied by the Provider breaches the third party’s rights, then the Customer shall inform the Provider immediately. The Provider and, if applicable, his sub-suppliers have the right, but are not obliged, to defend themselves against the asserted claims at their own expense, where this is permitted.

The Customer does not have the right to recognise third-party claims before he has given the Provider sufficient opportunity to defend himself in other ways against third-party rights.

5.3 If third-party rights are breached through a service supplied by the Provider, then the Provider, at his own choice and own expense, shall

a) grant the Customer the right to use the service or

b) create the service free of rights violations or

c) take back the service while reimbursing the payment made for it by the Customer (less appropriate compensation for use), if the Provider cannot provide another remedy by using reasonable effort.

Here, the Customer’s interests shall be taken into account appropriately.

5.4 Claims by the Customer for defects of title expire as per item 4.2. In addition, item 6 applies to claims for compensation for damages and expenses by the Customer; item 4.3 applies to additional effort by the Provider.

6. Provider’s general liability

6.1 The Provider is at all times liable to the Customer

a) for damages caused deliberately or grossly negligently by him or his legal representatives or vicarious agents,

b) under the Produkthaftungsgesetz [German Product Liability Act] and

c) for damages arising from injury to limb, life or health for which the Provider, his legal representatives or vicarious agents are responsible.

6.2 The Provider is not liable for slight negligence, unless he has breached a significant contractual obligation whose fulfilment makes possible the correct implementation of the project in the first place, or the breach of which endangers achieving the objective of the contract, and whose compliance the Customer may generally rely upon.

For material and financial losses, this liability is restricted to the contractually typical and foreseeable damages. This also applies to loss of profit and to savings not realised. Liability for other remote consequential damages is excluded.

For an individual damage claim, liability is restricted to the contractual value, and for ongoing payment it is restricted to the amount paid per contract year. Item 4.2 applies correspondingly to limitation. When concluding the contract, the contracting partners may agree in writing liability beyond this, usually for a separate payment. An individually agreed sum for liability takes priority. Liability as per item 6.1 remains unaffected by this paragraph.

In addition, and taking priority, and regardless of the legal basis, the Provider’s total liability for slight negligence arising from the respective contract and its implementation is restricted to damages and expenses at the agreed percentage of the payment agreed in this contract when concluding the contract. Liability as per item 6.1 (b) remains unaffected by this paragraph.

6.3 The Provider is liable for compensation for damages arising from a guarantee statement, only if this was expressly accepted in the guarantee. For slight negligence, this liability is subject to the restrictions in item 6.2.

6.4 If it is necessary to recreate data or components (such as hardware, software), then the Provider is

liable only for that effort necessary for recreation when appropriate data backup and outage protection has been performed by the Customer. In the event of slight negligence by the Provider, this liability applies only if data backup and outage protection appropriate to the data and components were performed by the Customer before the malfunction. This does not apply if the data backup and outage protection is agreed to be a service performed by the Provider.

6.5 Items 6.1 to 6.4 apply accordingly to claims for reimbursement of expenses and other liability claims by the Customer against the Provider. Items 3.3 and 3.4 remain unaffected.

7. Data protection

For handling personal data, the Customer and Provider shall conclude agreements necessary under data protection law.

8. Miscellaneous

8.1 It is the Customer's responsibility to comply with import and export regulations, especially those of the USA, which apply to the deliveries or services. For deliveries or services provided across borders, the Customer bears the cost of customs duties, fees and other outgoings. Unless something to the contrary is expressly agreed, it is the Customer’s responsibility to deal with legal or official processes relating to deliveries or services across borders.

8.2 The law of the Federal Republic of Germany shall apply. Application of the UN Sales Law is excluded.

8.3 Customer’s terms and conditions do not apply, even if the Provider has not expressly objected to them.

The Customer’s acceptance of the services is deemed to be recognition of the Provider’s terms and conditions, and a waiver of the Customer’s terms and conditions.

Other conditions are binding only if the Provider has accepted them in writing; the Provider’s terms and conditions then apply in addition.

8.4 Modifications and additions to this contract must be agreed exclusively in writing. If the written form is agreed (e.g. for terminations, withdrawal), the text form (i.e. email or fax) is not sufficient.

8.5 The place of jurisdiction with respect to a merchant, a juristic person under public law, or a special fund under public law shall be the Provider’s place of business. The Provider may also sue the Customer at his place of business.

Version 12/2023

Supplementary Conditions for the Provision of Services of BEULCO GmbH & Co. KG (hereinafter: “Provider”)

1 Subject of the contract

1.1 The Provider performs the service as per the conditions agreed in the contract and below, for the contractually agreed remuneration. The Customer shall bear the responsibility for projects and their success. The Provider performs the service as per the principles of professional practice.

1.2 The subject of the contract can consist of a one-off service, also completed in parts, or can be on an ongoing basis.

2. Performance of the service

2.1 The place of provision of service is the Provider’s place of business, unless otherwise agreed.

2.2 The Provider deploys suitable employees to provide the service. The Customer has no right to demand that the service is provided by specific employees of the Provider.

2.3 Unless otherwise agreed, the Provider decides the manner in which the service is performed.

2.4 The Customer has no right to issue instructions to the Provider’s employees who are engaged in performing the service.

2.5 If the Provider is required to present the results of the service in writing, then only the written presentation is decisive.

3. Obligations to cooperate

3.1 The Customer ensures that his nominated contact person makes the documentation, information, and data necessary for the provision of the service available to the Provider punctually, free of charge, and in its complete and correct form, unless it is to be supplied by the Provider. In addition, the Customer is responsible for its updating. The Provider may assume that this documentation, information and data is complete and correct, unless he recognises or ought to recognise that it is incomplete or incorrect.

3.2 For this, the Customer must monitor the Provider’s provision of service.

4. Rights of use

4.1 Unless otherwise agreed, the Provider grants to the Customer (for the latter’s own internal needs and on his premises and for the contractually defined purpose) the non-exclusive and non-transferable right to use in perpetuity the results of the service supplied by the Provider in the course of the contract and transferred to the Customer.

4.2 With this exception, the Provider retains all rights.

4.3 The Provider can withdraw rights of use granted to the Customer, if the latter significantly breaches restrictions of use or other provisions which protect against unauthorised use. Before withdrawing the rights, the Provider shall set a grace period for remedy. In the event of repetition and under specific circumstances which, taking into account the interests of both parties, justify immediate revocation, the Provider may revoke the rights even without setting a grace period. After a revocation of the rights of use, the Customer must confirm the cessation of use to the Provider in writing. The Provider shall again grant the Customer the rights of use, once the Customer has stated and assured in writing that no breaches whatsoever of the Provider’s rights exist anymore, and that previous breaches and their consequences have been eliminated.

5. Duration

5.1 If the contract is concluded for an indefinite period, then it can be terminated at the end of a calendar year, with a notice period of 3 months. This termination is first possible at the end of the calendar year following the conclusion of the contract. This right of termination has no effect on an agreed minimum duration.

This does not apply if otherwise agreed.

5.2 The right to extraordinary termination for good cause remains unaffected.

5.3 To be effective, statements of termination must be made in writing.

5.4 Withdrawal from the contract is excluded.

6. Remuneration

6.1 Unless otherwise agreed, the Provider may increase his remuneration no earlier than 12 months after conclusion of the contract, if the increased remuneration matches the Provider’s current list price. Further increases may take place no earlier than 12 months after a previous increase took effect. An increase takes effect 3 months after it has been notified.

The Customer has a right of termination if the rates of remuneration increase by more than five percent. Within one month of receiving the notification, the Customer may terminate the contract at the point in time that such an increase takes effect.

6.2 Agreed records of expenditure are deemed to be approved unless the Customer makes a detailed written objection within 21 days of receipt and the Provider has referred to the assumption of approval in the record of expenditure.

6.3 Unless otherwise agreed, travel costs and expenses, as well as other expenses, shall be reimbursed as per the Provider’s price list.

Travel time counts as working time.

6.4 The Provider may demand reimbursement of his costs if additional costs arise because the Customer has not fulfilled his obligations correctly (see item 3).

7. Disruptions to services

7.1 If the service is not provided as contracted and the Provider is responsible for this (disruption to services), then he is obliged to provide the service in whole or in parts, as contracted, within an appropriate period, without additional cost to the Customer, unless this is possible only with disproportional effort.

Unless otherwise agreed, this obligation by the Provider exists only if the Customer complains of the disruption to services immediately in writing, and no later than two weeks of becoming aware of the disruption.

8. Scope of further conditions

The General Business Terms for IoT Services and the Supplementary General Contractual Conditions of BEULCO GmbH & Co. KG apply in addition.

Version 12/2023

Supplementary Conditions for the Creation of Individual Software of BEULCO GmbH & Co. KG (hereinafter: “Provider”)

1. Subject of the contract

1.1 The Provider creates software for the Customer as per the description of services which forms the basis of conclusion of contract (see item 2.2).

1.2 The copy of the software to be supplied by the Provider to the Customer contains only its executable form.

1.3 The software provided includes operating instructions (user documentation or online help). Unless otherwise agreed, the operating instructions are created in the language of the software’s user interface.

The provision or creation of documentation beyond this requires a separate written agreement, especially in terms of the documentation’s content and scope.

1.4 The Provider shall create the software including operating instructions (together: subjects of performance) as per the principles of professional practice.

1.5 Analytical, planning, consultancy and training services are not subject of this contract, and are not owed by the Provider.

2. Collaboration of the contracting partners

2.1 The Customer shall share with the Provider his technical and functional requirements for the software in full and in detail, and shall supply the Provider in good time with all documentation, information, and data required for creating the software. This also includes the description of practice-oriented, suitable test cases and data for the testing of characteristics (item 7.1).

2.2 The description of services exclusively reflects the software’s required characteristics. Modifications to the description of services shall take place only in compliance with item 3. Even in relation to the description of services, the Provider performs analytical, planning, and consultancy services only on the basis of a separate contract for separate remuneration (see also item 1.5).

2.3 The Provider must involve the project manager nominated as contact person by the Customer if the implementation of the contract requires this. The contact person’s decisions must be recorded in writing.

2.4 The Customer has no claim to performance of service at his site.

3. Process for modifications to services

Both contracting partners may propose modifications to the description of services (item 2.2) and to provision of services. The following process is agreed for this:

3.1 The Provider shall review a modification proposed by the Customer, and shall inform him whether an extensive examination of this proposed modification is necessary or not.

3.2 If an extensive investigation of the proposed modification is necessary, then within an appropriate period the Provider shall communicate to the Customer the expected duration required for this, and the remuneration. The Customer shall assign or reject the order for review within an appropriate period.

3.3 If extensive investigation of the proposed modification is unnecessary or the requested review is complete, then the Provider shall either

a) Submit a written proposal to the Customer for implementing the modifications (change proposal). The change proposal in particular includes the modifications to the description of services (specifications) and its effects on the period for performance, the planned deadlines, and the remuneration, or

b) State that the proposed modification cannot be implemented by the Provider as part of the agreed services.

3.4 Within the acceptance period defined in the change proposal (deadline period), the Customer shall either reject a change proposal or shall state his acceptance in writing or in another form agreed between the contracting partners. The Customer shall inform the Provider immediately about a rejection.

3.5 The Provider and Customer may agree that services affected by a proposed modification are

suspended until the end of its examination, or if a change proposal is submitted, until the expiry of the deadline period.

3.6 The tasks on the basis of the previous contractual agreements are continued until the change proposal is accepted. The periods for performance are extended by the number of calendar days on which the tasks related to the proposed modification or its examination were suspended. For the duration of the suspension (item 3.5), the Provider may demand appropriate remuneration, unless he finds or maliciously fails to find other deployment for his employees affected by the suspension.

3.7 Unless otherwise agreed, at the Provider’s request the change process is documented in writing or in text form (i.e. email or fax) in a template supplied by the Provider. Every modification to the description of services is to be agreed in writing or in another form arranged between the contracting partners.

3.8 Items 3.2 to 3.7 apply accordingly to modifications proposed by the Provider.

3.9 Proposed modifications are to be addressed to the contact person of the contracting partner.

4. Rights of use and protection against unauthorised use

4.1 Unless otherwise agreed, upon payment in full of the remuneration owed, the Provider grants the Customer the non-exclusive right to use the subjects of performance for the contractually defined purpose in his company in perpetuity. The transfer of rights of use to third parties is permissible only if the Customer completely surrenders his own rights.

The Customer is obliged to impose on the third party the obligations and restrictions of use which apply to the Customer. This applies in particular to the obligations as per item 5.8. If the Provider so requests, the Customer shall confirm in writing that he has surrendered his own rights.

4.2 With this exception, the Provider retains all rights.

4.3 The Provider has the right to take appropriate technical measures to protect against non-contractual use. This must not significantly impede the use of the software on an alternative or subsequent configuration.

4.4 The Provider may revoke the Customer’s right of use if the latter significantly breaches restrictions of use or other provisions which protect against unauthorised use (see also item 5.8). Before withdrawing the right, the Provider must set a grace period for remedy. In the event of repetition and under specific circumstances which, taking into account the interests of both parties, justify immediate revocation, the Provider may issue the revocation without setting a grace period. After the revocation, the Customer must confirm to the Provider in writing the cessation of use. The Provider shall again grant the Customer the right of use, once the Customer has stated and assured in writing that no breaches whatsoever of the right of use exist anymore, and that previous breaches and their consequences have been eliminated.

5. Customer’s obligations

5.1 The Customer ensures that expert personnel is available for supporting the project and Provider and, after handover, for testing of characteristics (item 7.1) and use of the software.

5.2 Upon request by the Provider, the Customer shall make available suitable test cases and data in machine-readable form for the testing of characteristics (compare item 2.1). If the Customer fails to provide such test cases and data, then for additional remuneration the Provider himself may select and create suitable test cases.

5.3 The Customer is obliged to download software provided for this, once he has been informed of its availability.

5.4 The Customer must report defects to the Provider, especially as per item 2.4. Unless otherwise agreed, the Provider’s corresponding forms and processes are used for this.

5.5 If necessary, the Customer must support the Provider in the implementation of the contract and in correcting defects as per item 2.2 of the Supplementary General Contractual Conditions, and must make other analytical material available.

5.6 The Customer shall immediately inform the Provider about changes to the conditions of use after the handover.

5.7 Unless otherwise agreed, the Customer shall also himself maintain all documentation, information, and data supplied to the Provider, so that this can be reconstructed from data media in the event of damage or loss.

5.8 The Customer must not do anything which could encourage unauthorised use. Specifically, he must not attempt to decompile the software unless he is authorised to do so. The Customer shall immediately inform the Provider if he becomes aware that unauthorised access threatens or has occurred in his area of control.

6. Handover and transfer of risk

6.1 Unless otherwise agreed, the Provider may also transfer the subjects of performance to the Customer electronically or by providing download access. If the subjects of performance are made available for download, the Provider informs the Customer of their availability.

6.2 If the subjects of performance are transferred electronically, then the risk of accidental loss transfers to the Customer upon their receipt by the teleservice company engaged by the Provider for forwarding.

6.3 If the subjects of performance are made available for download, the risk of accidental loss transfers to the Customer when they are made available and the Customer has been informed.

7. Testing of characteristics and customer’s claims for defects

7.1 The Customer shall immediately – as a rule within 14 calendar days – investigate all subjects of performance which are handed over, especially software or executable components of the software agreed as a partial delivery, for freedom from defects, especially agreed characteristics (testing of characteristics). For this, the Customer shall use practice-oriented, suitable test cases and data for the software (compare item 2.1). The Provider may come to an agreement with the Customer about the test procedures, and may also attend and support the testing of characteristics onsite.

7.2 Any defects which arise during or after the testing of characteristics shall be communicated immediately (and no later than 7 calendar days after becoming aware of them) by the Customer in the appropriate manner (item 5.4).

7.3 In addition, the commercial duty to examine and give notice of defects applies (§ 377 HGB [German Commercial Code]).

7.4 The Provider ensures that the subjects of performance, when used as contracted, possess the contractually agreed characteristics. Item 4 of the Supplementary General Contractual Conditions in particular applies to material defects. Item 5 of the Supplementary General Contractual Conditions in particular applies to defects of title. § 650 paragraph 2 BGB remains unaffected.

7.5 The Customer has claims for defects only if reported defects are reproducible or can be otherwise demonstrated. Items 5.4, 7.2, and 7.3 in particular apply to the reporting of defects.

7.6 If the Customer has justified claims for defects, he initially has the right only to supplementary performance within an appropriate period. At the Provider’s choice, supplementary performance includes either rectification or the creation of a new subject of performance. The Customer’s interests are taken into account appropriately when making this choice.

As part of supplementary performance, the Customer shall enable the Provider to install and remove components, unless this is unacceptable to the Customer. Before undertaking his own measures for defect remediation, the Customer shall consult with the Provider.

If the Customer has a claim for reimbursement of expenses, this exists only to a reasonable extent, taking into account the value of the relevant service in its defect-free state and the significance of the defect.

7.7 If the supplementary performance fails or cannot be performed for other reasons then, subject to the legal prerequisites, the Customer may reduce the remuneration, withdraw from the contract, and/or – as per item 6 of the Supplementary General Contractual Conditions - demand damages or reimbursement of expenses.

If supplementary performance is delayed, then item 3.4 of the Supplementary General Contractual Conditions applies to damages and reimbursement of expenses by the Provider. Item 6 of the Supplementary General Contractual Conditions in particular applies to damages and reimbursement of expenses.

The Customer shall exercise his right of choice regarding these claims for defects within a reasonable period, as a rule within 14 calendar days after the possibility of the Customer becoming aware of his right of choice.

8. Scope of further conditions

The General Business Terms for IoT Services and the Supplementary General Contractual Conditions of BEULCO GmbH & Co. KG apply in addition.

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Supplementary Conditions for the Use of Software via the Internet (Software as a Service) of BEULCO GmbH & Co. KG (hereinafter: “Provider”)

1. Services

1.1 The Provider makes the services which are the subject of the contract, especially access to the software, available in his area of authority (from the interface between the data centre and the Internet). The scope of services, the characteristics, the intended use, and the conditions of use for the services which are the subject of the contract derive from the respective description of services, and in addition from the operating instructions for the software.

1.2 Services beyond this, such as development of customer-specific solutions or requested modifications require a separate contract.

1.3 The Provider may make updated versions of the software available.

The Provider shall use electronic channels to inform the Customer about updated versions and corresponding instructions for use, and shall make these available accordingly.

2. Scope of use

2.1 The services which are the subject of the contract must be used only by the Customer and only for the purposes agreed in the contract. For the duration of the contract, the Customer may access the services which are the subject of the contract by means of telecommunication (via the Internet) and, by means of a browser or other suitable application (e.g. an app), as per the contract use the combined functionalities related to the software. The Customer receives no rights beyond this, particularly in the software or the infrastructure services which may have been provided in the respective data centre. Any use beyond this requires the Provider’s advance written agreement.

2.2 In particular, the Customer must not use the software beyond the agreed scope of use, or allow third parties to use it, or make it accessible to third parties. In particular, the Customer is not allowed to reproduce, sell or temporarily hand over, rent or lend the software or parts thereof.

2.3 The Provider has the right to take appropriate technical measures to protect against non-contractual use. This must have no more than a negligible negative effect on the deployment of the services as contracted.

2.4 In the event that, contrary to the contract, a user exceeds the scope of use, or in the event of an unauthorised transfer of use, then upon request the Customer must immediately supply the Provider with all available details for making claims arising from use contrary to the contract, in particular the user’s name and address.

2.5 The Provider may revoke the Customer’s access authorisation and/or terminate the contract if the Customer significantly exceeds his authorised use or breaches provisions for protecting against unauthorised use. In this regard, the Provider is allowed to suspend or block the access to the contractual services. Before withdrawing the right, the Provider must set a reasonable grace period for remedy. Merely revoking access authorisation does not simultaneously count as termination of the contract. Without a termination of contract, the Provider is allowed to maintain the revocation of access authorisation for a reasonable period of 3 months maximum.

2.6 The Provider’s claim for payment for use beyond the agreed use remains unaffected.

2.7 The Customer has a claim to restoration of the access authorisation and access option, once he has demonstrated that he has desisted from the use which is contrary to the contract, and that has prevented a future use which is contrary to the contract.

3. Availability, lack of performance

3.1 The availability of the services provided derives from the description of services.

3.2 There are no claims by the Customer for defects arising from an insignificant reduction in the ability of the services to be used as contracted. Provider’s liability regardless of fault is excluded for defects already present when the contract was concluded.

3.3 § 578b BGB [German Civil Code] remains unaffected.

4. Data protection

4.1 If the Provider is able to access personal data belonging to the Customer or to his area of responsibility, then the Provider shall act exclusively as a processor and shall use this data only for implementation of the contract. The Provider shall comply with the Customer’s instructions for handling this data. The Customer shall bear any negative consequences of such instructions for implementation of the contract. The Customer shall agree with the Provider the details of how the Provider handles the Customer’s data as per the requirements of data protection law.

4.2 The Customer remains the responsible party, both generally in the contractual relationship and also under the terms of data protection law. If the Customer processes personal data in connection with the contract (including collection and use), then he vouches that he is authorised to do so under the applicable provisions, especially regarding data protection, and in the event of a breach he indemnifies the Provider against third-party claims.

4.3 The following applies to the relationship between Provider and Customer: In terms of the affected person, the Customer shall bear responsibility for the processing (including collection and use) of personal data, unless the Provider is responsible for possible claims by the affected person arising from a breach of obligation attributed to the Provider. The Customer shall conscientiously investigate, process, and answer any enquiries, applications, and claims from the affected person. This also applies if affected person makes a claim against the Provider. The Provider shall support the Customer in carrying out his obligations.

4.4 Unless otherwise agreed, the Provider ensures that the Customer’s data is stored exclusively in the territory of the Federal Republic of Germany, in a member state of the European Union or in another signatory state to the Agreement on the European Economic Area.

5. Customer’s obligations

5.1 The Customer must protect the access authorisations assigned to him or to the users, as well as identification and authentication information, from third-party access, and must not share them with unauthorised persons.

5.2 The Customer is obliged to indemnify the Provider against all third-party claims on the basis of rights breaches which are based on the Customer’s illegal use of the subject of performance, or which take place with his consent. If the Customer recognises or should recognise that such a breach may occur, then he has a duty to inform the Provider immediately.

5.3 The Customer must use the opportunities made available by the Provider for protecting the Customer’s data in his original area of responsibility.

6. Use contrary to contract, compensation for damages

For every case in the Customer’s area of responsibility in which a service which is a subject of the contract is used without authorisation, the Customer must pay compensation for damages to the amount of the payment which would have arisen for contractual use for the minimum contract period applicable to this service. The Customer has the right to demonstrate that he is not responsible for the unauthorised use, or that no loss or a significantly lower level of loss has occurred. The Provider remains authorised to assert damages beyond this.

7. Defect management

7.1 The Provider shall accept the Customer’s defect reports, assign them to the agreed defect categories (item 7.3), and on the basis of this assignment take the agreed measures for analysis and rectification of defects.

7.2 During his normal business hours, the Provider shall accept the Customer’s properly completed defect reports, and shall assign an identification code to each one. If requested by the Customer, the Provider confirms to him the receipt of a defect report and provides its identification code.

7.3 Unless otherwise agreed, after initial review the Provider shall assign defect reports received to one of the following categories:

a) Serious defect

The defect results from an error in the services which are subjects of the contract. This error makes it impossible to use the services which are subjects of the contract, especially the software, or

allows them to be used only with very severe restrictions. There is no acceptable way for the Customer to work around this problem, and he can therefore not perform urgent tasks.

b) Other defects

The defect results from an error in the services which are subjects of the contract. This error more than insignificantly restricts use of the services which are subjects of the contract, especially the software, but without the defect being serious.

c) Other reports

Defect reports which do not fall into categories (a) or (b) are classified as “other reports”. Other reports are dealt with by the Provider only according to the agreements made for them.

7.4 For reports of serious and other defects, the Provider shall immediately instigate appropriate measures on the basis of the circumstances reported by the Customer, in order firstly to pinpoint the cause of the defect.

If, after initial analysis, the reported defect turns out not to be an error in the services which are subjects of the contract, especially not an error in the software provided, then the Provider shall inform immediately the Customer of this.

Otherwise, the Provider shall instigate appropriate measures for further analysis and correction of the defect reported, or – for third-party software – shall pass the defect report, together with the results of the Provider’s analysis to the vendor or manufacture of the third-party software, with a request for correction.

The Provider shall immediately make available to the Customer measures known to him for working around or correcting an error in the services which are subjects of the contract, especially in the software provided, such as operating instructions or corrections to the software provided. The Customer shall immediately implement such measures for working around or correcting defects, and after the fix has been applied, he shall immediately report any remaining defects to the Provider.

8. Contact (Hotline)

8.1 Contractual services

The Provider sets up a hotline for the Customer. This service processes the Customer’s queries relating to the technical prerequisites and conditions for use of the software provided, and relating to individual functional aspects.

8.2 Acceptance and processing of queries

It is a prerequisite for the acceptance and processing of queries that the Customer nominates to the Provider individuals who are appropriately qualified professionally and technically, and who are engaged internally by the Customer to handle queries from the users of the software provided. The Customer is obliged to direct queries to the hotline only via these individuals nominated to the Provider, and to use forms and templates provided for this purpose by the Provider. The hotline accepts such queries via e-mail, fax, and telephone during the Provider’s normal business hours.

The hotline shall process correctly submitted enquiries in the normal course of business, and shall answer them as far as possible. For providing a response, the hotline may refer to documentation accessible to the Customer and to other training materials for the software provided. If a response by the hotline is not possible or not possible promptly, then the Provider shall – if this is expressly agreed – pass the query on for processing, especially queries about software not manufactured by the Provider.

Services provided by the hotline beyond this, such as other response times and durations, as well as on-call services or deployments by the Provider at the Customer’s site must be expressly agreed in advance.

9. Duration of contract and termination of contract

9.1 The contractually agreed services are provided from the date stated in the contract, initially for the contractually agreed duration. During this minimum period, premature regular termination by either party is excluded.

9.2 The contract can be terminated with a notification period of three months, but no earlier than the expiry of the minimum duration. If this does not occur, then the contract is extended by a further year each time, unless it was regularly terminated at the expiry of the respective extension period.

9.3 The right of each contracting partner to extraordinary termination for good cause remains

unaffected.

9.4 To be effective, every notification of termination must be in writing. Item 8.4 of the Supplementary General Contractual Conditions applies.

9.5 In good time before terminating the contract, the Customer shall under his own responsibility back up his data (e.g. by download). If desired, the Provider shall support the Customer in doing this. Item 4.4. of the Supplementary General Contractual Conditions applies. Simply for reasons of data protection, the Customer shall as a rule no longer be able to access this data after the end of the contract.

10. Scope of further conditions

The General Business Terms for IoT Services and the Supplementary General Contractual Conditions of BEULCO GmbH & Co. KG apply in addition.

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Supplementary Contractual Conditions for the Sale of Hardware of BEULCO GmbH & Co. KG (hereinafter: “Provider”)

1 Subject of the contract

1.1 Unless otherwise agreed, the characteristics and the scope of performance of the hardware, including durability, functionality, compatibility, and the approved operating environment derive from the respective product description, and additionally from the operating instructions. Unless something to the contrary is agreed or legally prescribed, the rules of technology tested in the market at the time of transfer of risk are definitive for the security of the hardware. Public statements can apply to the agreed characteristics only if they apply to specific features of the actually agreed hardware.

1.2 The delivery of the hardware includes a set of installation instructions. Operating instructions (user documentation or online help) are supplied only if they are necessary for the intended use. At the Provider’s choice, the operating and installation instructions can be made available electronically, unless this is unacceptable to the Customer. Further instructions and accessories are supplied only if this has been specifically agreed, for example in a parts list.

1.3 If the delivery of the hardware includes software essential for its functioning, then the Customer receives a right in this software only for use with this hardware. Other software is subject to separate provisions.

1.4 Unless otherwise agreed, the hardware is installed and commissioned by the Customer. All further services from the Provider which are supplied at the Customer’s request (especially preparation for deployment, installation and demonstration of successful installation, instruction, training and consultancy), are paid for at cost.

2. Price, transfer of risk

2.1 Prices are valid for three months after conclusion of contract. After this, and at the latest up to one week before delivery, the Provider may proportionally pass on to the Customer a list price increase from his sub-supplier. Up to the time of delivery, but at the most within one month of being informed of the price increase, the Customer may withdraw from the contract, if the price increase exceeds 5 %.

2.2 Risk transfers to the Customer directly ex warehouse. The Customer transports the hardware completely at his own expense, and exempts the Provider from all transport and handling costs.

3. Customer’s obligations

3.1 The Customer shall createe the necessary conditions for operation and deployment (e.g. space, energy, ambient conditions) of the hardware. The necessary conditions derive from the contract, and if not specified there, from the product description or operating instructions.

3.2 Where support is necessary, the Customer shall in particular grant the Provider free access to the hardware’s set-up location, shall make the necessary working equipment available there to the appropriate extent, and shall share appropriate information (e.g. about operating conditions or changes in the hardware).

4. Customer’s claims for defects

4.1 The Provider ensures that the hardware, when used as contracted, fulfils the agreements made as per item 1.1.

Item 5 of the Supplementary General Contractual Conditions additionally applies to defects of title.

Item 4 of the Supplementary General Contractual Conditions additionally applies to material defects, as per the provisions below (items 4.2 to 4.4). § 475a BGB [German Civil Code] remains unaffected.

4.2 The Customer has claims for defects only if reported defects are reproducible or can be otherwise demonstrated by the Customer. Item 2.4 of the Supplementary General Contractual Conditions in particular applies to the reporting of defects.

4.3 If the Customer has justified claims for defects, he initially has the right only to subsequent

performance within an appropriate period. At the Provider’s choice, subsequent performance includes either rectification or resupply. The Customer’s interests are taken into account appropriately when making this choice. For the purpose of subsequent performance, the Customer makes the hardware available to the Provider.

The ownership of parts which have to be replaced because of subsequent performance transfers to the Provider; § 439 paragraph 6 BGB remains unaffected.

As part of subsequent performance, the Customer shall enable the Provider to install and remove components, unless this is unacceptable to the Customer. Before undertaking his own measures for defect remediation, the Customer shall consult with the Provider.

If the Customer has a claim for reimbursement of expenses, this exists only to a reasonable extent, taking into account the value of the relevant service in its defect-free state and the significance of the defect.

4.4 If the subsequent performance fails or cannot be performed for other reasons then, subject to the legal prerequisites, the Customer may reduce the remuneration, withdraw from the contract, and/or – subject to the prerequisites of item 6 of the Supplementary General Contractual Conditions - demand damages or reimbursement of expenses. As a rule, the Customer shall exercise his right of choice regarding these claims for defects within a reasonable period, as a rule within 14 calendar days after the possibility of the Customer becoming aware of his right of choice.

4.5 If the Customer withdraws from the contract, then the Provider shall take back the hardware and return the payment made by the Customer, less the usage possibilities made available to the Customer, but not exceeding the usual sales value of this hardware at the time of return. These usage possibilities are in principle calculated on the basis of a degressive depreciation over a usage period of three years. Both contracting partners have the right to show that a longer or shorter usage period is to be used as a basis.

5. Scope of further conditions

The General Business Terms for IoT Services and the Supplementary General Contractual Conditions of BEULCO GmbH & Co. KG apply in addition.

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