GTC

General Terms and Conditions of CARRIDA Technologies GmbH

1. General

1.1 Offers and deliveries are only done under our General Terms and Conditions (GTC). GTC will be included in any further business relation, even if not agreed or referred to again explicitly.

1.2 Diverging Terms and Conditions of the buyer are only binding if agreed to by CARRIDA TECHNOLOGIES in writing.

2. Offer, Confirmation of Order, Contract

2.1 Offers are confidential and not open to third parties. Ownership and copyright of offers and related documents, records etc. belongs to CARRIDA TECHNOLOGIES. Offer-documents, records etc. have to be returned on demand.

2.2 Offers are subject to change without notice and are not binding unless agreement to different conditions in writing is made. Offers may be revoked until confirmation of order is made. A contract only comes into effect with our written confirmation of the order. Our invoice is to be regarded as confirmation of the order if the order is carried out immediately. If delivery takes place before the buyer has received confirmation of the order, the contract comes into existence under these GTC upon delivery.

2.3 Changes to the GTC can only be made in writing. Verbal, subsidiary agreements are only binding if confirmed by CARRIDA TECHNOLOGIES in writing; this includes contracting out agreements in written form.

3. Scope of services

3.1 The buyer acquires from Carrida Technologies GmbH the components and/or services described in more detail in the according written confirmation of order and , if included, also the necessary technical documentation.

3.2 Drawings, pictures, measurements, values or other data, especially performance data, made or shown in our brochures or in general information are only binding if strictly agreed to in writing. Information supplied on our Internet pages is in compliance with the aforementioned terms.

3.3 Technical and other changes of subject matter of contract, which do not essentially influence the value of a product in a negative way, are permitted. Permission is hereby especially given for changes which lead to a technical improvement.

3.4 If the delivered good is software and/or a software license/key, the buyer gets a non-exclusive right of use for the contractually agreed purpose. All further rights are reserved. Please note the following links to the EULA and 3rd party Copyright notice: https://www.carrida-technologies.com/doc/Copyright/eula.html https://www.carrida-technologies.com/doc/Copyright/notice.html

3.5 If the delivered good is software and/or a software license/key, the buyer gets a non-exclusive right of use for the contractually agreed purpose. All further rights are reserved. Please note the following links to the EULA and 3rd party Copyright notice: https://www.carrida-technologies.com/doc/Copyright/eula.html
https://www.carrida-technologies.com/doc/Copyright/notice.html

3.6 The customer is liable to pay the costs of developments to be made in case of custom develoment. Developments are under no guarantee of realization. In case of unforeseen or non-profitable additional costs of realization, we claim the right to supply partly or fully alternative solutions and developments as well as to terminate the whole development or contract. The ordering party’s right to claim damages for whatever reason in this case is excluded as far as legally possible.

3.7 The buyer accepts and acknowledges that software products are naturally complex and not completely free of errors/bugs. If the buyer received software and/or a software license/key with the delivery of goods based on a confirmation of order, he also accepts and acknowledges that CARRIDA TECHNOLOGIES GmbH does not assume any warranty, guarantee, assurance or liability for the software being error/bug free.

4. Delivery, Forwarding, Passing of Responsibility

4.1 Without any guarantee we will try to keep to the agreed delivery time. Delivery time is fulfilled if contractual goods have left our storage or readiness of dispatch is announced to the buyer. Buyer’s claims for delay or deliveries not having taken place are excluded, as long as we have not acted intentionally or are seriously at fault (“vorsätzlich oder grob fahrlässig”). Observance of delivery times demands fulfilment of buyer’s contractual obligations in total.

4.2 Force majeure or other occasions that complicate or impede delivery essentially, delay of delivery or interference with performance of an obligation which is not our liability, especially if resulting from strike, lock-out, official order etc., even if concerning only our subcontractors, are as long as excludable by law, not our liability . Such occasions give us the right to postpone delivery for the duration of such occasions, extended for an adequate time to allow restarting business again or to terminate unfulfilled parts of contracts in general or partly. The buyer has the right to terminate unfulfilled (parts of) a contract, after giving us an acceptable period of grace, if force majeure or other occasion lasts longer than three months. In case of extension of delivery times or ending of our delivery obligation according to aforementioned terms we will be deemed to be free of any further obligation; in particular the buyer has no right to claim for damages.

4.3 We reserve the right of partial delivery. Choice of mode of transport is the customer’s responsibility. Delivery will be made by arrangement.

4.4 We have the right, but no obligation, to insure the goods at the expense of our customer.

4.5 The sender must be informed about damage or loss of goods in transport immediately. Proof of damage has to be secured by the buyer.

4.6 Responsibility for the goods passes to the buyer as soon as we have passed the goods to a forwarding company or the goods have left our factory for dispatch.

5. Price and Payment

5.1 The prices are exclusive of any delivery costs, plus the statutory value added tax applicable on the day of delivery, excluding packaging.

5.2 Payments become due based on the conditions defined in the corresponding confirmation of order. The date payment becomes due and method of payment is, for both parties binding, printed on the confirmation and/or invoice.

5.3 Offsetting against counter-claims is excluded as long as counter demands or claims are not finally legally settled or recognized by us. The aforementioned is agreed to for any retention the buyer claims.

5.4 We reserve the right to change prices at any time.

5.5 In case of delay in payment we reserve the right to claim, without any further substantiation, interest upon defaults in payment to the sum of 5% above the base interest rate ( according to §247 German Civil Code); while we reserve the right to claim for proven higher damages.

5.6 In case of delay of payment or in case of other circumstances which have influence on the creditworthiness of the customer (especially in the case of menacing insolvency), all outstanding payments of the customer become due. We have the right to make further deliveries only after payment in advance or to terminate the contract in such a case. The customer is obliged to inform us about such circumstances immediately.

5.7 Prices fixed in the confirmation of order only apply if the agreed quantities are accepted.

5.8 If there are more than four months between the conclusion of the contract and the period agreed for the entire delivery or partial delivery and if the cost of the delivery item increases by more than 5% after the conclusion of the contract, CARRIDA TECHNOLOGIES GmbH is entitled to increase the price for the partial deliveries that are still open. If the price increase made by CARRIDA TECHNOLOGIES GmbH amounts to more than 5% of the price of the total delivery, the customer is entitled to negotiate the price change within two weeks of receiving notification from CARRIDA TECHNOLOGIES GmbH.

6. Reservation of ownership (“Eigentumsvorbehalt”)

6.1 All delivered goods remain our property until settlement of existing invoices, current account credits or other requirements, whatever cause in law they have. The customer will take this into account in respect of storage and any possible security agreements.

6.2 Changes or transformations to goods with reserved ownership are always made for us as manufacturer, without any further obligation for us. It is agreed herewith that we will gain part ownership in relation to the total of our invoice, if reservation of ownership extinguishes for whatever reason, except payment, especially due to combination with other goods or mixture of things.

6.3 Reservation of ownership does not exclude the buyer’s right to manufacture, transform or sell goods in the ordinary cause of business as long as the buyer is not in default. Pledging is, as far as legally possible, excluded for all goods under reservation of our ownership. Buyer agrees to assign to us all claims in respect of resold goods or for other reasons (e.g. insurance / tortuous act) as long our goods are under reservation of ownership. We authorize the buyer, revocable at any time, to call in all claims under reservation of our ownership for his own account. The call-in right for buyer’s account may be revoked if the buyer does not fulfil his obligations to pay. Buyer is bound to inform us about all circumstances which endanger his solvency immediately.

6.4 Buyer will inform third party about our ownership and inform us immediately if any third party tries to gain or claim rights on goods under reservation of our ownership. We have the right to reclaim our goods still under reservation of ownership in such a case as well as in case of buyers delay in payment. Reclamation of goods does not necessarily mean withdrawal from the contract(s) unless explicitly expressed in written form.

6.5 We have the right to charge for loss of value or usage and costs of retransfer in such a case.

7. Guarantee (Gewährleistung), Defect Reports, liability for defects

7.1 Starting with passing of the responsibility there is an implied guarantee on the functionality of our goods for a period of 24 months unless confirmed to be different in writing. Damages resulting in improper handling are excluded from any guarantee. Defects must be reported within two weeks after delivery. The report must contain a detailed description of the defect. In the same way, defects must be reported before goods are resold, combined with other goods or installation takes place. A neglecting of the duty to report defects leads, as far as legally possible, to loss of guarantee.

7.2 Reasonable guarantee claims will be fulfilled, according to our choice, by subsequent improvement or delivery of substitutes after issuance of a RMA number from our side. The customer must allow an adequate period for fulfilment.

7.3 In case of reasonable guarantee claims we will bear costs of improvement or delivery of substitutes arising in our factory. In case of absence of reasonable guarantee claims, the buyer has to bear our costs.

7.4 Guarantee claims do not give any right to the customer to withhold payment of invoices. Subsequent improvement does not hinder or interrupt expiry of guarantee.

7.5 Customer’s or third party’s changes of our products, or the misuse, modification, abuse, improper installation of or accident to our products lead to complete exclusion of our liability. Such measures will result in immediate expiry of the guarantee.

7.6 The limitation period for claims for defects is 12 - 24 months, calculated from the transfer of risk. Reference is made to Section 8.1.

7.7 No guarantee claims may be reassigned to third parties.

8. Liability, Compensation

8.1 The market price of each of our products determines the maximum limit of our related liability. Further claims, especially claims on consequential damage or loss, are strictly excluded.

8.2 As far as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and agents.

8.3 Delivery of repaired goods will only take place after immediate payment.

9. Data protection and data storage

9.1 According to § 33 BDSG, Carrida Technologies GmbH points out that it saves personal data related to the business relationship. The processing takes place in compliance with the German Federal Data Protection Act.

10. Final settlements

10.1 Carrida Technologies GmbH products are not designed, authorized, or warranted for use in life support devices or systems, or any other critical application that may involve death, injury, property or environmental damages. Using CARRIDA TECHNOLOGIES’s products for any critical application is fully at the risk of the customer and their end users and assigns.

10.2 If one or more provisions of this agreement should be or become invalid or unenforceable, the balance of the agreement shall remain unaffected thereby and remain in full force and effect. In this event, the parties shall substitute the invalid or unenforceable provision by a valid legal one which achieves the legal purpose of the invalid or unenforceable provision as closely as possible.

10.3 The current versions of our GTC and list of prices are authoritative. If new versions come into effect, they will be assumed to replace older versions for all current and future contracts without the necessity of informing customers as far as legally possible. Changes and amendments of this GTC by the customer are only binding if agreed to by both parties in writing.

10.4 Fulfilment of contract will be deemed to take place at our place of business, which is also the place of jurisdiction for any claim arising under, out of, or in connection with any contract, in case of commercial business. We also reserve the right to choose the place of business or branch office of the contractual partner as the place of jurisdiction. All our agreements shall be governed by and constructed in accordance with German Law without UN-Buying Law (“Wiener UN-Kaufrecht”) or other international settlement or agreement.

Release: December 2017