General Terms and Conditions for Deliveries and Services of exoIQ GmbH

Status : Hamburg - May 2024

1. scope of application

1.1 These General Terms and Conditions ("GTC") apply to all offers, deliveries and services that exoIQ GmbH (hereinafter referred to as "exoIQ") provides to customers. They apply accordingly to work and services. Acceptance of the delivered products shall be replaced by acceptance in the case of work and services and by receipt of the service in the case of services. The GTC apply to all current and future business relationships between exoIQ and the customer, even if they are not expressly agreed again.

1.2 The GTC only apply to persons who, when concluding a legal transaction with exoIQ, are acting in the exercise of their commercial or independent professional activity (entrepreneurs within the meaning of Section 14 BGB), legal entities under public law and special funds under public law within the meaning of Section 310 (1) BGB.

1.3 Any terms and conditions to the contrary - unless agreed in writing - shall not apply. They shall not be recognized even if exoIQ does not expressly object to them again. Any deviations from these GTC agreed between exoIQ and the customer shall take precedence over these GTC. These GTC shall also apply if exoIQ performs deliveries or services without reservation in the knowledge of deviating terms and conditions of the customer.

1.4 Conflicting, additional or deviating agreements to these General Terms and Conditions of Sale made between exoIQ and the customer for the execution of a contract must be set out in writing in the contract. This also applies to the waiver of this written form requirement.

2. conclusion of contract

2.1 Offers made by exoIQ, whether verbally or in writing, are subject to change and non-binding. They do not oblige exoIQ to perform or deliver. By placing an order, the customer makes a binding declaration that it wishes to purchase the goods or services ordered or to place the order. After submitting the offer, the customer generally first receives a confirmation of receipt of the offer from exoIQ, in which the content of the customer's offer is summarized. The confirmation of receipt merely documents that the customer's order has been received by exoIQ and expressly does not constitute acceptance of the offer by exoIQ.

2.2 exoIQ is entitled to accept the contractual offer contained in the order within two weeks of receipt by exoIQ. The customer is bound by its offer for this period.

2.3 exoIQ declares acceptance of the offer or order either in writing by sending an order confirmation or by executing the order or providing the service. In this case, the customer receives a notification that the order is ready for dispatch. An order confirmation or notification of readiness for dispatch created with the aid of automatic equipment and sent by e-mail, in which the signature and name are missing, shall be deemed to be in writing. If the order confirmation contains obvious errors, spelling mistakes or miscalculations, it is not binding on exoIQ.

2.4 The scope of the delivery and/or service shall be determined exclusively by the order confirmation and these GTC or additional contracts (if any). Deviations, amendments or additions by the customer only become part of the contract if they are confirmed by exoIQ in text form (e.g. in the order confirmation or order acceptance).

2.5 exoIQ reserves all property rights, copyrights and industrial property rights to drawings, technical documents and other data, information and documents of a physical and non-physical nature - including in electronic form - without restriction; they may not be made accessible to third parties or published without exoIQ's written consent.

2.6 exoIQ reserves the right to make changes to the agreed execution of its deliveries and services, unless these are unreasonable for the customer. exoIQ also reserves the right to make changes to the agreed execution of its deliveries and services (a) if exoIQ is obliged to do so by law, (b) if these are necessary to ensure product safety, or (c) if these are only advantageous for the customer.

2.7 If the customer's financial circumstances deteriorate significantly or if the substantiated application to open insolvency or comparable proceedings against the customer's assets is rejected for lack of assets, exoIQ is entitled to withdraw from the contract in whole or in part.

3. scope of delivery

3.1 The order confirmation from exoIQ is primarily decisive for the scope of performance. Weight and dimension specifications in brochures, information and advertising materials and offers are not guarantees of quality. exoIQ does not assume any guarantees in the legal sense, in particular no guarantees of quality or durability, unless otherwise agreed in writing in individual cases.

Reasonable deviations in the design and design changes are reserved. The functions of the software offered are limited to the description in the specifications. Where reasonable for the customer, exoIQ reserves the right to use as-new or refurbished parts.

3.2 exoIQ may make partial deliveries for justified reasons and to a reasonable extent. exoIQ shall inform the customer of any partial deliveries in good time.

4. software

4.1 If software is included in the scope of delivery, exoIQ grants the customer a non-exclusive and, subject to section 4.8, non-transferable right to use it in accordance with the following provisions.

4.2 All rights to know-how and protectable results (e.g. inventions, copyrights) remain with exoIQ. exoIQ is entitled to use the know-how acquired in connection with the performance of the contract for its own business purposes without restriction.

4.3 If software is supplied as part of a device or for a specific device ("firmware"), the customer may only use this firmware with the designated device. The use of the firmware with another device requires the express written consent of exoIQ, unless the customer temporarily uses the software with an identical replacement device due to a defect in the hardware sold by exoIQ.

4.4 The necessary documentation for the intended use of software shall be supplied in a suitable form. The provision of further documentation, in particular maintenance documentation or documentation for firmware, requires a separate written agreement in each case.

4.5 Unless exoIQ expressly grants the customer a multiple license, the customer receives a single license to the software, i.e. the software may only be used on one end device at a time. However, the customer is entitled to make a copy for backup purposes only. In the case of a multiple license, the customer must observe the instructions on duplication provided by exoIQ and record the whereabouts of all copies. These records must be presented to exoIQ on request.

4.6 The software shall be provided exclusively in machine-readable form.

4.7 Except in the case of § 69e UrhG, the customer is not entitled to modify, reverse engineer, translate, remove parts of or combine the software with other programs. The customer may not remove alphanumeric and other identifiers or manufacturer information - in particular copyright notices - from data carriers and must transfer them unchanged to each backup copy.

4.8 The customer is not entitled to rent or lend software to third parties or to grant sublicenses. Software purchased together with a device may only be resold together with the associated device. The customer may only resell other software to third parties insofar as the third party is not granted any further rights of use to the software than those granted to the customer by exoIQ. The customer may not retain a copy of the software when reselling it. Multiple licenses may only be resold as a whole.

4.9 Insofar as exoIQ provides the customer with open source software or other third-party software, i.e. software for which exoIQ only has a derived right of use, the terms of use agreed between exoIQ and its licensor, which exoIQ will make available to the customer on request, apply additionally and with priority. In the event of a breach of these terms of use by the customer, both exoIQ and its licensor are entitled to assert the resulting claims and rights in their own name.

4.10 The customer undertakes to store the software carefully, including any documentation, in order to prevent misuse.

4.11 The purchase of software does not include any obligation on the part of exoIQ to provide software services. These require a separate agreement.

5. delivery time

5.1 Delivery periods and deadlines are based exclusively on the order confirmation or the notification of readiness for dispatch. Any deviating agreement on delivery periods and dates must be made in writing. Delivery periods and dates are non-binding unless exoIQ has previously designated them as binding in writing.

5.2 The delivery period begins with the dispatch of the order confirmation by exoIQ, but not before the complete provision of the documents, approvals and releases to be procured by the customer and the receipt of an agreed down payment or, in the case of a foreign transaction, after receipt of full payment. In the event of a delivery date, this date shall be postponed accordingly. Compliance with the delivery time shall be subject to the timely and proper fulfillment of the customer's other obligations.

5.3 The delivery period is deemed to have been met if the products have left the factory by the time it expires or exoIQ has notified the customer that the products are ready for collection or dispatch. The deadline for deliveries and services shall be extended appropriately in the event of force majeure, in particular in the event of natural disasters, war, threat of war, riots, use of force by third parties against persons and property, sovereign intervention, fire, damage to machinery and other unforeseeable operational disruptions, in the event of labor disputes at exoIQ or its suppliers, in particular strikes and lockouts, as well as in the event of unforeseeable obstacles such as interruptions to planned transport connections, shortages of raw materials and energy, and in the event of incorrect or untimely delivery to exoIQ, insofar as exoIQ is not responsible for this. Furthermore, delays in delivery by suppliers/transport companies or interruptions in supply chains due to BREXIT or the Corona/CoViD-19 pandemic as well as plant closures caused by these (including those ordered by the authorities), which directly or indirectly affect exoIQ, its suppliers and/or transport companies involved, are deemed to be an obstacle for which exoIQ is not responsible. exoIQ will inform the customer of this immediately and at the same time inform the customer of the expected new delivery period or date. If the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, exoIQ is entitled to withdraw from the contract in full or in part. exoIQ will inform the customer immediately if exoIQ exercises its right to withdraw from the contract and will refund any advance payments made by the customer.

5.4 In the event of a delay in delivery, the customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period set by exoIQ after the delay in delivery has occurred.

5.5 If exoIQ has concluded a framework agreement with the customer for future deliveries with fixed delivery times and the customer does not call off the products on time, exoIQ is entitled, after a reasonable grace period set by exoIQ has expired without result, to deliver and invoice the products, withdraw from the contract or demand compensation for damages or reimbursement of expenses. The obligation to pay damages or reimburse expenses does not apply if the customer is not responsible for the failure to call off the products on time.

6 Cross-border deliveries

6.1 Cross-border deliveries to third countries outside the European Economic Area are generally only made against advance payment. Any regulation deviating from this requires the express written confirmation of exoIQ.

6.2 Payments to exoIQ must be made in the currency specified in exoIQ's order confirmation.

6.3 In the case of intra-Community deliveries to other EU countries, the customer, if it commissions the transport service provider, is obliged to ensure that exoIQ has the documentary evidence required for the VAT exemption of deliveries of products to other EU countries in accordance with the tax regulations. In the event that the customer does not fulfill the above obligation, exoIQ reserves the right to charge the customer VAT. In order to be able to prove the transportation of the delivered products to other EU countries, the customer is obliged, at exoIQ's request, to issue confirmations in accordance with the tax regulations that the delivered products have reached other EU countries.

6.4 In the case of export deliveries to a third country, the customer, if it commissions the transport service provider, is obliged to ensure that exoIQ has the documentary proof of export required for the VAT exemption of deliveries of products to the third country territory in accordance with the tax regulations.

If the customer does not provide exoIQ with sufficient proof that the goods have been exported within 30 days of the date of the export declaration, exoIQ is entitled to withdraw a VAT-exempt invoice and issue the customer with an invoice including the currently valid VAT. The customer is then obliged to pay exoIQ the invoice including VAT within 14 days of receipt.

6.5 Deliveries are subject to the proviso that there are no obstacles to fulfillment due to national or international regulations, in particular export control regulations, embargoes or other sanctions.

6.6 Delays due to export controls shall suspend delivery times.

6.7 The customer may not export exoIQ products to Russia or sell them to persons or organizations that are directly or indirectly under Russian control. This also applies to any of its subsidiaries and affiliates. It shall use its best endeavors to ensure that the purpose of this provision is not violated by third parties in the wider chain of trade, including potential resellers. It shall establish and maintain an appropriate monitoring mechanism to detect conduct by third parties down the chain, including potential resellers, that would violate the purpose of this scheme.

6.8 Any breach of the above obligations shall constitute a material breach of a material element of this Agreement and shall entitle exoIQ to take appropriate remedial action, including but not limited to termination of any contractual relationship with the Customer.

7 Prices and payment

7.1 Unless expressly agreed otherwise, prices are EXW (Incoterms 2020) plus statutory VAT.

7.2 Prices and delivery conditions are valid according to the offer. If relevant cost factors change before the delivery or performance date, exoIQ may increase its prices by the amount of the additional costs actually incurred if the delivery or performance takes place later than 6 months after the agreed delivery or performance date for reasons for which the customer is responsible. If the statutory value added tax increases between the conclusion of the contract and the date of delivery or performance, the customer shall bear the additional costs.

7.3 exoIQ's claims are due 14 days after the invoice date unless expressly stated otherwise in the contract, the order and the order confirmation. The timeliness of payment is determined by the date of receipt of payment. If the customer is in default of payment, exoIQ shall charge statutory default interest. The right to claim further damages remains reserved.

7.4 In the case of foreign transactions, payment shall be made prior to delivery in deviation from 7.3, unless otherwise agreed in writing in advance.

7.5 Payments by bill of exchange or check are not possible.

7.6 exoIQ may withdraw from the contract and take back the subject matter of the contract to secure its rights if the customer defaults on payment, irrespective of the rights to which it is otherwise entitled. exoIQ must have notified the customer of this measure and set it a reasonable grace period for payment.

7.7 exoIQ reserves the right to demand advance payment or the provision of security in the amount of the invoice value of the delivery and to withhold its performance if circumstances arise or become known after conclusion of the contract that give rise to justified doubts as to the customer's ability or willingness to pay.

7.8 The customer shall only be entitled to rights of retention or the right of set-off insofar as its counterclaims are undisputed or have been legally established. Rights of retention can only be asserted if they are based on the same contractual relationship. Rights of retention due to defects may only be asserted under the above conditions in reasonable proportion to the defects that have occurred.

8. transfer of risk

8.1 Unless expressly agreed otherwise, deliveries are made "ex works", with the customer bearing the transportation risk. If ordered by the customer, the goods will be shipped to the delivery address specified by the customer (sale by dispatch). exoIQ is entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) itself. The risk of accidental loss and accidental deterioration is transferred to the customer in the case of sale by dispatch when the goods are made available for collection as soon as the products are handed over to the person carrying out the transportation or leave exoIQ's warehouse for the purpose of dispatch. In the case of collection by the customer, the risk is transferred to the customer upon notification of readiness for collection. Sentence 1 and sentence 2 also apply if the delivery is made in parts or exoIQ has assumed further services, such as the transportation costs or the installation of the products at the customer's premises.

8.2 If the customer is in default of acceptance, exoIQ may demand compensation for the damage incurred, including any additional expenses. In particular, exoIQ is entitled to store the products at the customer's expense during the delay in acceptance. The costs for the storage of the products are set at a flat rate of 0.5% of the net invoice value per calendar week or part thereof, up to a maximum of 5% of the net invoice value. Further claims by exoIQ remain unaffected. The customer is entitled to prove that exoIQ has incurred no or lower costs. The same applies if the customer breaches other duties to cooperate, unless the customer is not responsible for the breach of other duties to cooperate. The risk of accidental loss or accidental deterioration of the products is transferred to the customer at the latest at the point in time at which the customer is in default of acceptance. exoIQ is entitled to dispose of the products elsewhere after the fruitless expiry of a reasonable deadline set by exoIQ and to supply the customer within a reasonably extended deadline.

8.3 If dispatch is delayed due to circumstances for which exoIQ is not responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

8.4 Delivered products shall be accepted by the customer without prejudice to his claims for defects even if they have minor defects.

8.5 For deliveries abroad, EXW (Incoterms 2020) shall apply, unless expressly agreed otherwise.

8.6 If exoIQ carries out the assembly or commissioning of the delivery items within the scope of a delivery contract, the material risk shall pass to the customer upon acceptance of the delivery items. If acceptance does not take place within twelve (12) days of written notification of readiness for acceptance, the material risk shall pass to the customer upon expiry of this period, unless acceptance is refused for reasons for which exoIQ is responsible. If installation or commissioning is delayed, the risk shall pass to the customer no later than three months after delivery, unless exoIQ is responsible for the delay.

8.7 If software is provided by means of electronic communication media (e.g. via the Internet), the material risk is transferred when the software leaves exoIQ's sphere of influence.

9 Warranty and claims for defects

9.1 The customer must inspect deliveries immediately upon receipt to determine missing quantities and transport damage. In the event of transport damage, a damage report must be prepared to secure any claims for damages against the transport company (post office, railroad, freight forwarder, etc.). exoIQ must be sent this damage report immediately.

9.2 The warranty for defects that the customer is aware of or is grossly negligent in not being aware of when the contract is concluded is excluded (Section 442 BGB). Furthermore, the customer's claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). The customer is obliged to inspect the goods immediately upon delivery. Obvious defects must be reported immediately in writing or by e-mail. In any case, obvious defects must be reported to exoIQ in writing or by e-mail within 10 working days of delivery and defects that are not recognizable during the inspection as well as defective performance of other services within the same period of time from discovery. If the customer fails to properly inspect the goods and/or report defects, exoIQ's warranty and liability for the defect not reported or not reported in good time or not reported properly is excluded in accordance with the statutory provisions.

9.3 If the customer is prevented from inspecting the goods due to force majeure (Clause 5.3), the period for notification of defects pursuant to Clause 9.2 shall be extended to a reasonable extent.

9.4 If a work performance is owed or acceptance has been expressly agreed, exoIQ shall notify the customer in writing that the work is ready for acceptance. If acceptance is delayed by more than 12 days after the written notification of readiness for acceptance, acceptance is deemed to have taken place unless acceptance is refused for reasons for which exoIQ is responsible. In this case, exoIQ will inform the customer that the goods are deemed to have been accepted. This applies accordingly to partial acceptances.

9.5 In the event of a defect, exoIQ shall, subject to timely notification of defects, at its discretion either rectify the defect or supply replacement goods. Recourse claims remain unaffected by the above provision without restriction. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the subject matter of the contract has subsequently been moved to a location other than the agreed location of the customer, unless the relocation corresponds to its intended use.

Replaced parts become the property of exoIQ and must be returned to exoIQ.

9.6 At exoIQ's discretion, the rectification of defects will take place either on the customer's premises or at exoIQ's factory (Hamburg) and may vary depending on the plan chosen by the customer. exoIQ is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable portion of the purchase price in proportion to the defect.

9.7 If exoIQ is not willing or able to provide subsequent performance, the customer may, at its discretion, withdraw from the contract or reduce the delivery price, without prejudice to any claims for damages or reimbursement of expenses. The same applies if subsequent performance fails, is unreasonable for the customer or is delayed beyond a reasonable period for reasons for which exoIQ is responsible.

9.8 The customer's right of withdrawal is excluded in the case of insignificant defects. It is also excluded if the customer is unable to return the service received and this is not due to the fact that the return is impossible due to the nature of the service received, exoIQ is responsible for the defect or the defect only became apparent during the processing or transformation of the products. The right of withdrawal is also excluded if exoIQ is not responsible for the defect and if the customer has to pay compensation instead of returning the goods.

9.9 In the following cases, no claims for defects shall exist: in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear, in the event of incorrect or negligent handling, in the event of excessive strain, in the event of the use of unsuitable operating materials, in the event of special external influences which are not provided for under the contract, in the event of improper performance of repair work or modifications by the customer.

9.10 The customer shall only be entitled to claims for damages due to a defect under the additional conditions of clause 10. Claims by the customer for reimbursement of expenses instead of compensation in lieu of performance are excluded unless the expenses would also have been incurred by a reasonable third party.

9.11 The customer's claims for subsequent performance as well as the right to reduce the purchase price and the right to withdraw from the contract due to material defects shall expire 12 months after the transfer of risk.

9.12 The warranty period for parts replaced or repaired under warranty shall be 6 months, but at least until the expiry of the original warranty period for the subject matter of the contract.

10. liability

10.1 Unless otherwise stated in these GTC, including the following provisions of this section 10, exoIQ is liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

10.2 exoIQ is liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, exoIQ is liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), only for

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

b) for damages arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, exoIQ's liability is limited to compensation for foreseeable, typically occurring damages.

10.3 The limitations of liability resulting from clause 10.2 also apply to third parties and in the event of breaches of duty by persons (including in their favor) whose fault exoIQ is responsible for according to statutory provisions. Notwithstanding clause 10.2, however, exoIQ is only liable in the event of gross negligence on the part of non-executive employees for whom exoIQ is responsible in the event of a breach of a material contractual obligation; in this case, exoIQ's liability is limited to compensation for foreseeable, typically occurring damage. exoIQ is liable without limitation in the event of gross negligence on the part of non-executive employees for whom exoIQ is responsible for damage resulting from injury to life, limb or health.

10.4 The limitations of liability resulting from clauses 10.2 and 10.3 shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.

11. product liability

11.1 The customer shall not modify the products; in particular, the customer shall not modify or remove existing warnings about the dangers of improper use of the products. In the event of a breach of this obligation, the customer shall indemnify exoIQ internally against third-party product liability claims, unless the customer is not responsible for the defect giving rise to liability.

11.2 If exoIQ is prompted to issue a product recall or warning due to a product defect in the products, the customer shall cooperate to the best of its ability in the measures that exoIQ deems necessary and appropriate and shall support exoIQ in this, in particular in determining the necessary customer data. The customer is obliged to bear the costs of the product recall or warning, unless it is not responsible for the product defect and the damage incurred under product liability law principles. Further claims by exoIQ remain unaffected.

11.3 The customer shall inform exoIQ immediately in writing of any risks it becomes aware of when using the products and possible product defects.

12. statute of limitations

12.1 exoIQ's claims against the customer shall become time-barred in accordance with the statutory provisions

12.2 Claims for damages by the customer (e.g. in the event of a breach of a duty of subsequent performance for which exoIQ is responsible) or claims arising from a guarantee are subject to a limitation period of one year. Notwithstanding sentence 1, the statutory limitation periods shall apply to the following claims of the customer:

a) in accordance with the Product Liability Act and due to damage resulting from injury to life, limb, health or material rights and obligations arising from the contract,

b) due to damage caused by an intentional or grossly negligent breach of duty by exoIQ or its vicarious agents,

c) due to fraudulent concealment of a defect,

d) for reimbursement of expenses in accordance with § 478 Para. 2 BGB.

12.3 The statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected.

13. reservation of title

13.1 The delivered products remain the property of exoIQ until full payment of the delivery price and all claims to which exoIQ is entitled against the customer arising from the business relationship. The customer is obliged to treat the products subject to retention of title with care for the duration of the retention of title. In particular, the customer is obliged to insure the products at its own expense against fire, water damage and theft at replacement value. At exoIQ's request, the customer must provide evidence that the insurance has been taken out. The customer hereby assigns to exoIQ all claims for compensation arising from this insurance. exoIQ hereby accepts the assignment. If the assignment is not permissible, the customer hereby instructs the insurer to make any payments only to exoIQ. Further claims of exoIQ remain unaffected.

13.2 The customer is only permitted to sell the products subject to retention of title in the ordinary course of business. Otherwise, the customer is not entitled to pledge the products subject to retention of title, to assign them as security or to make other dispositions that jeopardize exoIQ's ownership. In the event of seizure or other interventions by third parties, the customer must notify exoIQ immediately in writing and provide all necessary information, inform the third party of exoIQ's ownership rights and cooperate in the measures taken by exoIQ to protect the products subject to retention of title. If the third party is not in a position to reimburse exoIQ for the judicial and extrajudicial costs of enforcing exoIQ's property rights, the customer is obliged to compensate exoIQ for the resulting loss, unless the customer is not responsible for the breach of duty.

13.3 The customer hereby assigns to exoIQ the claims arising from the resale of the products together with all ancillary rights, irrespective of whether the products subject to retention of title are resold without or after processing. exoIQ hereby accepts this assignment. If an assignment is not permissible, the customer hereby instructs the third-party debtor to make any payments only to exoIQ. The customer is revocably authorized to collect the claims assigned to exoIQ on a fiduciary basis for exoIQ in its own name. The amounts collected must be transferred to exoIQ without delay. exoIQ may revoke the customer's authorization to collect and the customer's authorization to resell for good cause, in particular if the customer does not properly meet its payment obligations to exoIQ, is in default of payment, suspends its payments or if the customer applies for the opening of insolvency proceedings or comparable proceedings for the settlement of debts over the customer's assets or if the justified application of a third party for the opening of insolvency proceedings or comparable proceedings for the settlement of debts over the customer's assets is rejected for lack of assets. In the event of a blanket assignment by the customer, the claims assigned to exoIQ must be expressly excluded.

13.4 At exoIQ's request, the customer is obliged to inform the third-party debtor immediately of the assignment and to provide exoIQ with the information and documents required for collection.

13.5 In the event of conduct in breach of contract, in particular default in payment by the customer, exoIQ is entitled, without prejudice to its other rights, to withdraw from the contract after the expiry of a reasonable grace period set by exoIQ. The customer must grant exoIQ or its agents immediate access to the products subject to retention of title and surrender them. After giving due notice, exoIQ may otherwise utilize the products subject to retention of title to satisfy its due claims against the customer.

13.6 The processing or transformation of the products subject to retention of title by the customer is always carried out for exoIQ. The customer's expectant right to the products subject to retention of title shall continue in the processed or transformed item. If the products are processed or transformed with other items not belonging to exoIQ, exoIQ acquires co-ownership of the new item in the ratio of the value of the delivered products to the other processed items at the time of processing or transformation. The same applies if the products are combined or mixed with other items not belonging to exoIQ in such a way that exoIQ loses its full ownership. The customer shall store the new items for exoIQ. The same provisions as for the products subject to retention of title also apply to the item resulting from processing or transformation as well as combination or mixing.

13.7 At the customer's request, exoIQ is obliged to release the securities to which it is entitled insofar as the realizable value of the securities exceeds exoIQ's claims arising from the business relationship with the customer by more than 15%, taking into account customary bank valuation discounts. The valuation shall be based on the invoice value of the products subject to retention of title and the nominal value of receivables. The selection of the items to be released is the responsibility of exoIQ.

13.8 In the case of deliveries to other legal systems in which this retention of title provision does not have the same security effect as in the Federal Republic of Germany, the customer hereby grants exoIQ a corresponding security interest. If further measures are required for this purpose, the customer shall do everything in its power to grant exoIQ such a security interest without delay. The customer shall cooperate in all measures that are necessary and conducive to the effectiveness and enforceability of such security interests.

14 Compliance, anti-corruption regulations

14.1 The Customer warrants that it will act in accordance with applicable statutory provisions, in particular antitrust law, anti-corruption and anti-money laundering regulations and other criminal law provisions.

14.2 If there is reasonable suspicion that the customer is in breach of the above obligations, exoIQ is entitled to withdraw from the contract if exoIQ cannot reasonably be expected to continue to adhere to the contract. In the event of such termination (i) exoIQ is released from any obligation to perform, (ii) the customer is obliged to indemnify exoIQ as well as exoIQ's employees and organs against any damages, insofar as these damages are based on a culpable breach by the customer of its obligations under this clause.

15 Instructions for use, operation and safety

The customer is responsible for compliance with the national laws, ordinances and safety regulations to which he is subject, in particular with regard to approval, installation, operation, maintenance and repair of the delivery items, and is obliged to comply with these. Furthermore, when commissioning, connecting, installing, operating and maintaining the products, the customer must always observe and comply with the specifications, instructions, guidelines and conditions in the technical information, assembly, operating and operating instructions, safety instructions and other documents for the individual products. The customer is obliged to indemnify exoIQ and exoIQ's employees and bodies against all claims asserted due to the customer's failure to comply with such regulations.

16. secrecy

Insofar as the customer obtains information from or about exoIQ within the scope of this contract, in particular all commercial and technical information, whether verbal or embodied in documents, it is obliged to treat this information as business secrets and to treat it accordingly as confidential. Information shall be stored and secured in such a way that misuse and unauthorized access are excluded. The bodies, employees and vicarious agents of the customer shall be obligated accordingly. The obligation to maintain confidentiality shall not apply or shall end if and insofar as the customer proves that the information in question has become generally known through no fault of its own, has been lawfully obtained from a third party, must be submitted in the context of legal proceedings or was already generally known at the time it was obtained.

17 Final provisions

17.1 The transfer of rights and obligations of the customer to third parties is only possible with the prior written consent of exoIQ.

17.2 The customer shall only be entitled to offset counterclaims if they have been legally established or are undisputed. The customer may only assert a right of retention if his counterclaim is based on the same contractual relationship.

17.3 The legal relationship between the customer and exoIQ shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.4 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is exoIQ's registered office in Hamburg. However, exoIQ is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the customer's general place of jurisdiction.

17.5 exoIQ is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

17.6 The place of performance for all services of the customer and exoIQ is exoIQ's registered office, unless expressly agreed otherwise.

17.7 Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable in whole or in part or should there be a gap in these General Terms and Conditions of Sale, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the valid or enforceable provision that comes closest to the purpose of the invalid or unenforceable provision shall be deemed to have been agreed. In the event of a gap, the provision that corresponds to what would have been agreed in accordance with the purpose of these General Terms and Conditions of Sale if the contracting parties had considered the matter from the outset shall be deemed to have been agreed.

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