General Terms and Conditions of the Company:

CoSi electronics GmbH hereinafter referred to as CoSi.

1 General, scope of application

The following terms and conditions apply to all offers, deliveries and services arising from sales contracts, contracts for work and services and other contracts, including those arising from future business transactions and continuing obligations. The effect of any general terms and conditions of the customer is expressly excluded.

2. offers, order confirmation
2.1.
Unless otherwise expressly agreed, offers are subject to confirmation. The customer shall be bound by an order placed for three weeks. An order shall only be deemed to have been accepted if it is confirmed by us in writing or if we have commenced delivery within this period.
2.2.
The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent covering transaction has been concluded with our supplier. We expressly do not assume any procurement risk if we have concluded a procurement contract for the performance owed with our supplier. The customer will be informed immediately of the non-availability of the service. The consideration shall be refunded without delay.
2.3.
We reserve the right to make changes to models, designs or equipment, provided that this does not result in a change to the subject matter of the contract that is unreasonable for the customer. We will not make any changes, but cannot prevent the respective manufacturers from making such changes.
2.4.
Cost estimates for repairs and installations are non-binding. If we realise during the execution of the order that the estimated costs will increase by more than 15 %, we will immediately stop the work and inform the customer thereof. At the same time, we will provide him with an estimate of the now anticipated necessary expenditure. The customer then has the right to decide whether the order is cancelled or continued. If the order is cancelled, the services and deliveries provided up to that point will be paid for. The client shall receive all work results produced up to that point.
3. prices
3.1.
The prices agreed upon conclusion of the contract shall apply. If nothing has been agreed, the respective valid price lists for CoSi services shall apply. We shall be bound by the agreed prices for two months. If delivery is to take place more than two months after conclusion of the contract, we shall be entitled to charge the prices applicable at the time of delivery.
3.2.
Prices are unpacked ex warehouse Pfullendorf. Delivery and transport costs are charged separately.
3.3.
All prices quoted are exclusive of statutory value added tax.
3.4.
Troubleshooting times are working time and as such will be charged to the customer. Our current price list for services applies here.
4. delivery
4.1.
Dates are only binding if they have been expressly confirmed by us in writing as binding.
4.2.
Any agreed binding delivery period shall only commence on the date of the order confirmation, but not before receipt of all documents and information required for the execution of the order. The deadline shall be deemed to have been met if, by the time it expires, the goods have left our distribution warehouse or we have notified the customer of our readiness to perform.
4.3.
If we exceed a delivery date that has been promised as binding and if the customer cannot reasonably be expected to wait any longer, he may assert further rights after the occurrence of the delay and a warning and setting of a reasonable grace period of at least three weeks. In this case, a claim for damages by the customer is excluded, unless the delay is due to intentional or grossly negligent conduct on our part or on the part of one of our legal representatives or vicarious agents. This also applies to the breach of duties during contract negotiations.
4.4.
In the event of force majeure, such as mobilisation, war, riot, natural disasters, etc., we shall be entitled to postpone our performance for the duration of the impediment plus a subsequent reasonable start-up period or, if performance is or becomes actually or economically impossible, to withdraw from the contract. In all these cases, however, the customer is not entitled to withdraw from the contract if he is responsible for the hindrances.
4.5.
If the customer requests a different version before delivery and we agree to the request, the delivery period shall be interrupted. The delivery period shall start again.
4.6.
If the customer does not provide all documents and declarations to be provided by him in due time or if he does not comply with other obligations incumbent upon him, our delivery period shall be extended accordingly. This provision applies accordingly to an installation period. However, this period shall begin to run at the earliest when the products to be provided or installed by the customer are available without defects or have been properly installed and the other installation requirements to be created by the customer at his own expense are met without defects.
4.7.
If the customer is in default of acceptance, we shall be entitled to refuse performance of the contract and to claim damages after expiry of a grace period to be set by us. Instead, we may also dispose of the goods elsewhere and supply the customer within a new reasonable period. The compensation for damages shall amount to at least 30 % of the agreed licence price (product price), whereby the customer shall have the right to prove that no damage or a lesser amount of damage has been incurred. We reserve the right to prove higher damages.
5. payments
5.1.
Payments may only be made to us or to persons authorised by us in writing. Invoices are payable in accordance with the date stated or, if the date is not stated, within 10 days from the date of invoice net cash free paying agent. Payments shall be deemed to have been made at the place where we can dispose of the amount. Cheques and bills of exchange shall be accepted on account of payment, if at all, and shall only be deemed to be payment after they have been honoured. Discount charges and costs shall be borne by the customer. Payments may only be made in the agreed currency.
5.2.
Spare parts and repairs are delivered or carried out against net cash or cash on delivery.
5.3.
Partial deliveries as well as subsequently delivered additional equipment shall be invoiced separately in each case. These General Terms and Conditions shall apply.
5.4.
In the event of default in payment by the customer, we shall be entitled to charge default interest at the statutory rate, without prejudice to other statutory rights. This is 8% above the respective base rate of the European Monetary Union, but at least 10.5%, in each case plus the statutory value added tax applicable at the time. The interest is due immediately.
6. retention of title
6.1.
6.1.1.
Any goods delivered by us shall remain our property until the purchase price has been paid in full and until all claims resulting from the business relationship have been settled in full (extended reservation of title). Any disposal of the goods subject to retention of title by the customer is only permitted in the customer's regular business transactions. Under no circumstances, however, may the goods be transferred to third parties as security within the scope of regular business transactions.
6.1.2.
In the event of the sale of the goods in the regular course of business, the purchase price paid shall take the place of the goods. The customer hereby assigns to us any claims arising from a possible sale. The customer is authorised to collect these claims as long as he fulfils his payment obligations towards us. With regard to the extended reservation of title (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to a credit institution, is contrary to the contract and inadmissible. We shall be entitled at any time to examine the customer's sales documents and to inform his customers of the assignment.
6.1.3.
If the customer's claim has been included in a current account, the customer hereby already assigns to us his claim from the current account against his customer. The assignment is made in the amount that we had charged the customer for the resold reserved goods.
6.1.4.
In the event of seizure of the goods at the customer's premises, we must be informed immediately by sending a copy of the execution record and an affidavit that the seized goods are the goods delivered by us and subject to retention of title.
6.1.5.
If the value of the securities pursuant to the above paragraphs of this section exceeds the amount of the outstanding claim secured thereby after deduction of the security costs by more than 20% for the foreseeable future, the customer shall be entitled to demand the release of securities from us to the extent that the excess exists.
The net list price of CoSi applicable at the time of the request for release shall be decisive for the valuation of the securities for the goods subject to retention of title. In the case of assigned claims, the net invoice amount less a security discount of 30% shall be taken as the basis. In the case of receivables for which the customer's buyer is already in default of payment or facts are known which give justified reason to assume that a default is to be feared, the deduction shall be 50%. In the case of securities existing only in the form of co-ownership due to combination, mixing or processing, the net list price of the goods delivered by CoSi less a deduction of 30 % shall be taken as the basis.
6.2.
Items supplied for test and demonstration purposes shall remain the property of CoSi. They may only be used by the customer beyond the test or demonstration purpose on the basis of a separate agreement with CoSi.
7. default, impossibility, withdrawal
7.1.
If we are in default with the provision of an item and if we are accused of gross negligence or intent with regard to the default, we shall compensate the customer for all damages incurred by him as a result. In the event of simple negligence, claims by the customer are excluded.
7.2.
In the event of non-delivery by the supplier, both parties shall be entitled to withdraw from the contract.
7.3.
We are entitled to withdraw from the contract for the following reasons:
7.3.1.
If, contrary to the assumption made before the conclusion of the contract, it turns out that the customer is not creditworthy. Credit unworthiness can be assumed without further ado in a case of protest of a bill of exchange or cheque, suspension of payment by the customer or an unsuccessful attempt at compulsory enforcement at the customer. It is not necessary that the relationship is between us and the customer.
7.3.2.
If it turns out that the customer has provided inaccurate information with regard to his creditworthiness and this information is of considerable importance for the conclusion of the contract.
7.3.3.
If the goods subject to our retention of title are sold other than in the customer's regular course of business, in particular by transfer of ownership by way of security or pledging. Exceptions to this only exist if we have declared our consent to the sale in writing.
7.3.4.
We may also withdraw from the contract if, after the conclusion of the contract, circumstances essential for the execution of the contract have developed beyond our control in such a way that performance becomes impossible or unreasonably difficult for us (e.g. non-delivery by the upstream supplier for which we are not responsible or the possibility of delivery only under substantially more difficult conditions).
7.3.5.
Finally, we are also entitled to withdraw from the contract if the customer substantially breaches his contractual obligations, in particular if he can be accused of a breach of duty of care with regard to the handling of the goods delivered under retention of title.
7.3.6.
Otherwise, our right of withdrawal and the customer's right of withdrawal shall be determined in accordance with the statutory provisions.
8. special provisions for contracts for work and services, maintenance and repair work
If we carry out maintenance or repair work, this shall be carried out exclusively on the terms of these General Terms and Conditions:
8.1 Acceptance
If acceptance is necessary due to the nature of the order, the following shall apply:
8.1.1.
The acceptance of the services specified in the order by the customer shall take place at our business premises, unless otherwise agreed. We shall notify the customer at our discretion by telephone, e-mail or in writing that the commissioned service is ready for acceptance at our premises. The customer shall be in default of acceptance if he does not collect the object of the order from us within one week after receipt of the notification or receipt of our invoice and accepts it in the process.
8.1.2 Acceptance test
Immediately after notification by us of readiness for acceptance, the customer shall carry out the acceptance test and check compliance with the technical specifications.
8.1.3 Acceptance declaration
If the performance by us complies with the technical specifications and any change and additional requests expressly agreed between the contracting parties, the customer shall declare acceptance in writing without delay.
8.1.4 Acceptance fiction
If the customer does not declare acceptance six weeks after completion of the installation by us and has therefore not notified us of any significant defects in the meantime, the service shall be deemed to have been accepted.
8.1.5.
Acceptance shall also be deemed to have taken place if the customer puts the service into use without declaring that the use has been significantly reduced.
8.1.6. rectification of defects
If defects occur during the inspection by the customer, these will be noted in the acceptance report. We shall remedy these defects within a reasonable period of time and then present the item again for acceptance. The acceptance shall then be governed by these General Terms and Conditions.
8.2.
Our maintenance and repair activities are services. The prices are based on the respective valid service price list. Travel costs, material costs and the like will be charged additionally according to our respective price lists.
8.3 Estimate
If the customer requests a cost estimate, we will examine the item and then submit a cost estimate. The costs of this examination shall again be borne by the customer. The costs of the inspection will be charged according to the time and effort involved and will only be charged within the scope of any repair or maintenance order if this has been expressly agreed in advance.
9. warranty
9.1.
We provide warranty as follows:
9.1.1.
For newly manufactured items 12 months, for used items the warranty is excluded.
9.1.2.
The warranty period begins with the transfer of risk to the customer.
9.1.3.
Entrepreneurs must immediately inspect the delivered goods for defects and notify us in writing of obvious defects within a period of two weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch of the notice of defect shall be sufficient to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
9.1.4.
Notices of defects shall only be recognised by us if they have been notified in writing. Complaints made to field staff or carriers or other third parties do not constitute complaints in due form and time.
9.1.5.
In the event that a replacement delivery is made on the basis of a justified notice of defect, the provisions on delivery time shall apply accordingly. We shall be granted a reasonable period of at least three weeks to remedy the defect by repair.
9.1.6.
The existence of such a defect detected and notified by proper notice of defect shall give rise to the following rights of the customer:
9.1.7.
In the event of a defect, the customer shall first have the right to demand subsequent performance from us. Subsequent performance shall be effected at our discretion either by remedying the defect or by new delivery. The right to choose whether a new delivery of the item or a rectification of the defect shall take place shall be at our discretion.
9.2.
In addition, we have the right, if an attempt to rectify the defect fails, to carry out a new rectification, again within a reasonable period of time. Only if the repeated rectification also fails shall the customer be entitled to withdraw from the contract or to reduce the purchase price. If the object of the delivery is software, we are entitled to carry out three attempts at rectification per defect.
9.3.
The customer may claim damages or reimbursement of futile expenses only in cases of gross negligence or intentional breach of our obligation to deliver defect-free goods. He must prove the reason and the amount of the damage incurred. The same applies to futile expenses.
9.4.
The burden of proof for the existence of a defect shall be borne by the customer.
9.5.
The warranty for defects does not apply to damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials and chemical, electrochemical, electrical and atmospheric influences.
9.6.
Claims for damages by the customer due to a defect shall become statute-barred one year after delivery of the goods. This does not apply if we can be accused of gross negligence or intent, as well as in the case of attributable injury to body, health or life of the customer.
9.7.
The warranty shall not apply in respect of such defects which are attributable to the fact that the customer has had additional equipment fitted which has not been approved by us or has had work carried out by persons who are not authorised by us or the manufacturer of the goods or that the contractual items have been modified or extended by the customer himself unless the customer proves that such modifications and extensions are not the cause of the defect. If the defect reported by the customer cannot be determined after inspection, the customer shall bear the costs of the inspection if he is a merchant.
9.8.
If claims arising from the infringement of German property rights are asserted against the customer by items delivered or licensed in accordance with these terms and conditions, we shall reimburse the customer for all costs and damages imposed by a final court decision if we are notified of such claims immediately and in writing, receive all necessary information from the customer, the customer complies with its general obligations to cooperate, we are able to make the final decision as to whether the claim is to be defended or settled and we are at fault with regard to the infringement of the property rights. If it is legally established that further use of the contractual items infringes German industrial property rights of third parties or if, in our opinion, there is a risk of an industrial property right claim, we may, insofar as liability does not lapse, at our own expense and at our own discretion either procure for the customer the right to continue to use the contractual items or replace them or modify them in such a way that there is no longer any infringement or reimburse the customer for the value of the contractual item by taking it back and deducting compensation for use for the benefits derived up to that point.
9.8.1.
We shall only be liable for damage resulting from the defectiveness of the item if this can be attributed to at least a grossly negligent breach of duty on our part, our legal representative or our vicarious agents. The above limitation expressly does not apply if a culpable breach of duty on our part, on the part of our legal representatives or vicarious agents gives rise to liability for damages arising from injury to life, limb or health.
Insofar as we have assumed a guarantee for a specific type of quality of the sold item over a specified period of time, the above provisions on the obligations to inspect and give notice of defects, the number of attempts at subsequent performance shall not apply.
10. settlement of third-party guarantees
Guarantees are performance promises given by the manufacturer to the customer. They therefore do not create any obligation for us.
11 Liability for breach of duty in other respects
11.1.
Without prejudice to the provisions on warranty and other specific provisions made in these terms and conditions, the following shall apply in cases where we have breached a duty:
We shall be liable for our employees, vicarious agents and persons employed in the performance of our obligations for damages without limitation as to amount, also for slight negligence in the event of injury to life, body or health of persons.
Beyond this, we shall only be liable to the following extent:
The customer must grant us a reasonable period of grace to remedy the breach of duty, which may not be less than three weeks. Only after the unsuccessful expiry of the subsequent performance period may the customer withdraw from the contract and/or claim damages.
11.2.
The customer may only claim damages in cases of gross negligence or intentional breach of duty by us.

11.2.1.
The customer may only claim damages in cases of gross negligence or intentional breach of duty by us, damages in lieu of performance (in the event of non-performance, § 280 para. 3 in conjunction with § 281 BGB) as well as damages for delay (§ 280 para. 2 in conjunction with § 286 BGB) are limited to the negative interest, damages for non-performance or performance not rendered as owed (§ 282 BGB) are limited to the amount of the purchase price. Damages in lieu of performance in the event of exclusion of the obligation to perform (impossibility) are excluded.
11.2.2.
Our liability for fraudulent intent and under the Product Liability Act remains unaffected.
11.3 Obligations of the customer to cooperate
The customer shall be held liable for contributory negligence, e.g. insufficient provision of cooperation services (e.g. also insufficient error messages, organisational errors or insufficient data backup). We shall only be liable for the recovery of data insofar as the customer has taken the usual and reasonable precautions for data backup and has ensured that the data and programmes are available in machine-readable form and can be reconstructed with reasonable effort. In particular, the customer is obliged to carry out a data backup before each of the aforementioned activities (each service or maintenance activity) and to check and document the successful completion of this data backup. If the customer has not done this, he is obliged to inform our employees of this before any work begins. If our employees are to carry out the data backup and check its success, the costs for this shall be borne by the customer. The costs shall be calculated in accordance with our price list valid at the time.
12. subcontractors
We are also entitled to have contractual services rendered by subcontractors. In this case, the warranty remains with us.
13. set-off / retention
The customer is only entitled to set off claims that are undisputed or have been legally established. In the event of a justified notice of defect, a right of retention is only permissible in an appropriate and reasonable ratio between the defect and the purchase price. If the transaction constitutes a commercial transaction between merchants, the customer may only withhold payments if the notice of defect has been acknowledged by us or the claim has been established by a court of law.
14. non-assignment clause
The rights of the customer arising from business transacted with us are not transferable without our written consent.

15. data protection
Our order processing is carried out by means of automatic data processing. The customer hereby gives his express consent to the processing of the data which has become known to us within the framework of contractual relations and which is necessary for the processing of the order. The collected data will only be stored to the extent necessary to fulfil the contractual performance. The customer also agrees that we may use the data obtained from the business relationship with him/her within the meaning of the Data Protection Act for business purposes, also within our company.
16. copyrights
If the object of our performance is the provision of software, the following provisions shall apply:
16.1.
All rights to the contractual performance, be they copyrights, industrial property rights or similar, shall remain exclusively with us or our suppliers. If nothing has been agreed, the customer shall only receive the simple, non-exclusive right of use.
16.2.
If the subject of the transfer is third-party software, the rights of use stipulated by the manufacturer shall apply. The customer is obliged to inform himself about these and to comply with them.
16.3.
The rights described above extend to the client's own sketches, drafts, originals, films, print templates, presentation CDs, other data carriers, etc.
16.4.
We shall indemnify the customer against all claims of third parties which are asserted on the basis of a possible infringement of property rights by services supplied or licensed in accordance with these terms and conditions and shall reimburse the customer for all legally imposed costs and damages if we are notified by the customer of such claims immediately and in writing, receive all necessary information from the customer, the customer fulfils its general obligations to cooperate and we make the final decision as to whether the claim is to be defended or settled.
16.5.
The customer shall affix or leave affixed to all complete and partial copies of the contractual performance the copyright notices and all other notices for industrial property rights in the manner specified in the original version of the software.

17 Secrecy
17.1.
The customer shall keep secret all information about the provided software and associated documents and take all necessary measures to prevent third parties from gaining knowledge of and using them. Insofar as they are not already required to do so on the basis of their employment contract, the customer's employees are obliged to keep this information confidential insofar as they come into contact with the software and associated documents. The same applies to suppliers of the customer. The customer undertakes not to exploit the information provided himself, in particular not to apply for industrial property rights in order to obtain industrial property rights.
17.2.
The obligation to maintain secrecy and non-utilisation of the information disclosed to the customer shall not apply if such information was demonstrably known to the customer prior to the disclosure or was known or generally accessible to the public prior to the disclosure or becomes known or generally accessible to the public after the disclosure without the customer's involvement or fault or essentially corresponds to information disclosed and made accessible to the customer at any time by an authorised third party in a legally permissible manner. Subject to the aforementioned restrictions, this confidentiality obligation shall also apply indefinitely for the period after the end of the contract.
17.3.
The contracting parties shall destroy the documents they have each received from the other contracting party without delay after the end of the contract, because the documents are still secret at this point in time, and shall notify each other of the destruction in writing without delay. At the request of CoSi, the customer shall affirm this in lieu of an oath.
18 General
18.1.
Should one or more of the above terms and conditions be or become ineffective or contain a loophole, the remaining terms and conditions shall remain unaffected. In such a case, the parties shall be obliged to replace an invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision. This also applies to the filling of any gaps.
18.2.
Any agreements deviating from or additional to the above provisions shall only be effective in the form of a written supplementary agreement to the contract concluded by the parties in which reference is made to the amended terms and conditions. Any waiver of this written form requirement must also be in writing.

18.3.
The sole place of jurisdiction for all disputes arising from the contractual relationship and concerning its validity shall be, if the customer is a registered trader, a legal entity under public law or a special fund under public law or has its registered office abroad, either our registered office or the registered office of the customer, at our discretion.
18.4.
German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.