General Terms and Conditions of COMPRION GmbH

(as at: 2021-05-17)

1 Scope/Terminology

1.1 Solely these General Terms and Conditions (GTC) shall apply to all business relationships between COMPRION GmbH, Lise-Meitner-Str. 3, 33104 Paderborn (hereinafter "COMPRION") and the Customer, in particular the sale of software and hardware and for ordered services as well as the software and hardware maintenance services and work rendered by COMPRION, unless special contractual agreements are made contrary to these GTC. In case of a contradiction, the following order shall apply: The provisions of the individual agreement shall prevail the provisions of these General Terms and Conditions.

1.2 Other terms and conditions shall not become subject matter of the contract, even if they are not explicitly rejected by COMPRION or if no explicit reference was made hereto upon conclusion of similar contracts, unless otherwise agreed by the Contractual Parties.

1.3 "Software" means executable data processing programs and its components (modules, libraries, etc.) in machine-readable form including related documentation.

1.4 "Open Source Software" means Software that is available to and can be used, copied, distributed in amended or unamended form from anybody from the start. In particular, this means that the source code of the open source software must be available.

1.5 "Maintenance" means the delivery of enhanced software versions by means of provision of updates and maintenance of hardware as well as calibration of devices.

1.6 "Update" means an extended and/or improved software version. The version might contain bug fixes and/or enhanced features. Updates are actualisations of existing products that can be subject of any maintenance contracts.

1.7 "Upgrade" means the new version of a software or hardware based on the original version, which includes a technical innovation or additional feature(s). The delivery of upgrades means products that might not be subject of maintenance contracts.

1.8 "Dongle" means hardware used to protect software from unauthorized reproduction.

1.9 "Subject matter / contract items" means the services agreed between the contractual parties to be rendered by COMPRION. This could be, e.g. the delivery of hardware and/or software or the provision of services and/or works.

2 Subject matter

2.1 Subject matter of these Terms and Conditions is the permanent or timely limited transfer of the software agreed in the individual agreement and the granting of the required rights of use, the delivery of hardware as well as the services and, if any, works agreed in the individual agreement as well as the provision of software maintenance and adjustment services.

2.2 The software source code shall not be part of the subject matter of the contract and shall not be transferred, unless explicitly otherwise agreed by the Contractual Parties.

3 Delivery

3.1 The delivery of the software is realised in different ways, e.g. via CD-ROM/DVD together with other hardware, by software download or otherwise as agreed.

3.2 Software installation and hardware implementation is carried out by the Customer unless contractually agreed otherwise.

3.3 Delivery of goods shall take place FCA Paderborn (Incoterms 2010) unless contractually agreed otherwise.

3.4 COMPRION reserves all proprietary rights for delivered software and hardware until the receipt of all payments under the contract. Possibly granted rights of use may be revoked by COMPRION after previous written warning and information in this regard in case of unauthorised refusal of payment on part of the Customer. The Customer may prove that he is entitled to a right of retention in the respective contractual relationship.

3.5 The Customer shall install software and updates provided by COMPRION.

3.6 In case COMPRION provides services (consulting, training, support services, etc.) exceeding the original agreement and ordered by the Customer, these shall be compensated separately. Unless otherwise agreed between the Parties, times shall be compensated according to the currently valid hourly rate and COMPRION's currently valid price, service and travel cost schedule, which shall be provided to the Customer upon request.

3.7 Delivery dates shall require the written agreement in a time schedule. For that matter, the dates stated by COMPRION shall only be binding when agreed in writing with the Customer. All stated delivery dates shall apply subject to the granting of official export licenses in case of existing national and international sanctions against a customer or state as well as for products or services requiring export licenses. The delivery shall respectively be suspended for the duration of the applying for and granting of official permits.

3.8 The Customer shall undertake to transmit to COMPRION all information and material required to realise the contract. A delay of such transmission on part of the Customer or caused by third-party companies involved in the project shall result in a delay of the delivery date.

3.9 The delivery shall respectively be suspended for the duration of reviewing of the subject matter. The interruption is calculated from the day of notification by the Customer up to the day of the receipt of the statement.

3.10 If the Customer after contracting requests changes to the order which influence the production time, COMPRION shall be entitled to respectively extend the delivery time at their own discretion and taking into account the Customer's interests.

3.11 In case of delayed delivery, the Customer shall in any case only be entitled to exercise the rights granted to him by law after setting an appropriate grace period of at least two weeks.

3.12 Enters the Customer into default of acceptance, COMPRION shall be entitled to request compensation for the damages suffered and for possible additional expenses. Same applies in case the Customer culpably breaches obligations to cooperate. Upon the occurrence of default of acceptance or debtor's delay the risk of accidental deterioration and of accidental loss shall pass to the Customer.

4 Product Evaluation

4.1 COMPRION shall provide hardware and software as defined in detail in the delivery note for evaluation purposes to the customer for a limited time period of 30 days as at receipt of the contract items at the Customer's.

4.2 A granting of software updates shall take place – except for the purpose of correction of faults – possibly only based on special agreements.

4.3 COMPRION shall owe consulting services only as far as this is explicitly and additionally agreed. Possibly to be provided consulting services shall be compensated according to Section 3.6.

4.4 Adjustments or changes to the subject matter shall only be owed as far as required for maintenance or repair purposes or in order to ensure contractual use. Furthermore, COMPRION shall only undertake adjustments and changes as far as these are explicitly agreed; respective services shall be compensated separately according to Section 3.6.

4.5 In case the contract items remain more than 30 days at the Customer's, the monthly fee as of day 31 shall be 6.5% of the respective original net price plus statutory VAT.

4.6 After termination of the evaluation period, the Customer shall undertake to return the contract items. In case of hardware, this means to return the item to COMPRION, in case of software, to return the dongle to COMPRION.

4.7 For the evaluation period, COMPRION grants the Customer the simple, non-transferable right to use the provided program in the object code as well at the other software components for the contractual purpose according to these provisions and the content of the offer limited to the duration of the contract. Furthermore, Clause 7 of these GTC shall apply accordingly.

4.8 The timely limited provision of the contract items shall only take place for exclusive usage by the Customer. The contract items shall only be used for the internal purposes defined in detail in the offer/delivery note. Without COMPRION's approval, the Customer shall not be entitled to transfer the contract items to third parties for use, in particular to rent, lease or to use them for commercial purposes, in particular the processing of client projects. The usage on part of the Customer's employees shall only be permitted in the framework of the contractual use.

4.9 The transfer of the contract items to another place than that defined in the offer/delivery note shall require COMPRION's prior approval.

4.10 COMPRION shall undertake to keep the contract items in a condition appropriate for contractual use for the duration of the evaluation period and to carry out required maintenance and repair works. The Customer shall inform the Provider immediately about defects, failures or damages.

4.11 A termination on part of the Customer according to § 543 para. 2 Clause 1 no. 1 BGB due to the non-provision of contractual use shall only be permitted after COMPRION was granted ample opportunity to rectify the defects and such rectification failed. Failure of rectification shall only be assumed when it is impossible, when COMPRION refuses to rectify or unreasonably delays such rectification, when there are justified doubts with regard to chances of success or when the situation becomes unacceptable for the Customer for other reasons. The right to self-repair according to § 536 a para. 2 BGB shall be subject to COMPRION's prior approval. Furthermore, Clause 10 of these GTC shall apply.

4.12 COMPRION shall be entitled to terminate the timely limited provision for evaluation purposes at any time without any notice period. Possible entitlements to refund on part of the Customer due to a shortened evaluation period shall remain unaffected.

4.13 Upon termination of the contractual relationship, the Customer shall return to COMPRION the contract items in a proper condition. The obligation to return shall also comprise the provided computer programs on original data carriers including related manuals and documentation. Possibly created copies shall be deleted completely and finally.

4.14 Upon return of the contract items, a record is drawn up in which possible damages or defects to the rental item shall be recorded. The Customer shall reimburse any costs for the rectification of damages and defects for which he is responsible.

4.15 Unless otherwise agreed in the offer/delivery note, the Customer shall bear the risk and cost for dismantling, packaging and return shipment. For delivery, the Clauses 3.1. et seq. shall apply.

5 Payment terms

5.1 All prices are in EUR and are subject to statutory VAT, possible customs and shipping costs.

5.2 The remuneration shall be due always at the end of a project stage according to the time schedule agreed for the contract.

5.3 If a monthly invoice is agreed between the Parties, invoicing shall take place always at the beginning of the following month and shall be due 10 days after invoicing.

5.4 Unless otherwise agreed, all payments shall be due immediately, however, at the latest 10 days after invoicing. COMPRION shall be entitled to invoice partial services.

6 Contract implementation/Order

6.1 COMPRION shall undertake to provide according to the respectively valid individual contract and upon request further provisions applicable for the contractual relationship.

6.2 As far as the order takes place via e-mail, fax or phone, the following shall apply: The product catalogue shown on COMPRION's website or provided otherwise (e.g. by e-mail) shall not be an offer in the legal sense. Upon ordering by e-mail, fax or phone, the Customer shall declare a binding contractual offer. The contract is concluded with regard to the ordered product when the order is accepted by COMPRION by means of an explicit order confirmation or by product delivery.

6.3 Upon first contact to a potential business partner, and regularly afterwards, COMPRION shall check the legitimacy of business transactions with regard to national and international sanctions against the business partner or the state in which the business partner is based (or to which a possible delivery is requested).

6.4 Upon submitting his order, the Customer shall ensure that there are no sanctions against him or the state in which he is based (or to which a possible delivery is requested) with regard to the contract items to be delivered.

6.5 The Customer shall also be liable for the duration of the contractual relationship that there are no sanctions against him or the state in which he is based (or to which a possible delivery is requested) with regard to the contract items to be delivered, in particular he shall make sure that the prerequisites for the import and possibly needed official permits are given.

6.6 The Customer shall guarantee the non-existence of national and international sanctions against a client or a state as well as for products or services that require export licenses.

6.7 If COMPRION gains knowledge on sanctions only after the acceptance of an order (a) or is the approval of a transaction unlikely at COMPRION's discretion (b) or is the approval procedure economically unfeasible at COMPRION's discretion, COMPRION shall be entitled to withdraw from the contract or to extraordinarily terminate possible continuing obligations.

6.8 In case of withdrawal, the Customer shall not be entitled to assert any rights to compensation towards COMPRION according to Clause 6.5.

6.9 However, COMPRION shall be entitled to statutory rights to value replacement and claims for damages, in particular lost profits.

6.10 In case of 6.5 there is no right to refund commitments from continuing obligations.

6.11 Furthermore, Clause 11 of these GTC shall apply.

7 Rights of use

7.1 Unless no other intended use is agreed, COMPRION grants the Customer at the time of delivery/transfer of a creation the non-exclusive, locally unrestricted and permanent right to use the software/solutions for his own purposes according to the contract, i.e. in particular to save it permanently or temporarily and to load it, to display and run it, also when duplications become necessary to do so. The Customer needs separate rights of use for each further, unnecessary copy or virtualisation,

7.2 The copyright remarks, trademarks, other legal reservations, serial numbers as well as other features serving the identification of the software possibly contained in the software must not be amended or disguised.

7.3 The granting of rights of use shall take place hardware-bound. Rights of use for software shall always be bound to a license ID (e.g. serial number) provided by COMPRION. The license ID is either bound to a dongle or to other COMPRION hardware. A licence ID corresponds to a right of use.

7.4 Generally, software may be installed on more than one device, however, only one copy may be used at a time and the software shall only be used together with the dongle or with the COMPRION hardware. For each simultaneous usage a separate right of use shall be acquired. When the Customer uses the software on several hardware configurations simultaneously, he shall acquire the respective number of licenses.

7.5 The dongle shall be an inseparable component of the software. The loss or theft of the dongle corresponds to the loss or theft of the software. COMPRION shall not be liable for stolen, lost or otherwise missing dongles.

7.6 The Customer shall not be entitled to virtualise the hardware or the dongle.

7.7 As far as, among others, open source software or third-party software forms part of a delivery/service, COMPRION usually shall not transfer any rights of use for such software. The license terms of the respective open source software shall apply, which COMPRION submits in case of provision of such software.

7.8 The creation of a backup copy and the duplication in the framework of common data backup shall be permitted to the client in a reasonable number.

7.9 Decompilation shall not be entitled. The tight framework of § 69 e UrhG shall form an exception. The Customer's rights from §§ 69 d para. 2 and 3 UrhG shall remain unaffected as well.

7.10 The duplication or adaptation of the user documentation shall not be permitted subject to and by taking into account the Customer's rights from §§ 69 c no. 2, 69 e UrhG (as far as the documentation is integrated in the software).

7.11 The Customer shall not be granted any rights of use for COMPRION's drafts, models, sketches and similar works serving the development of the final project. If the Customer wishes to use concepts and ideas from the design stage, granting of respective usage rights in a separate agreement shall be required.

7.12 Under no circumstances shall the Customer be entitled to duplicate, rent out or otherwise sub-license, publicly share or make available the purchased COMPRION software or provide it to third parties for payment or without payment.

7.13 The Customer shall not be permitted to allow third parties the usage of the software.

7.14 When the Customer uses the purchased software in a scope exceeding the purchased rights of use qualitatively (with regard to the permitted usage) or quantitatively (with regard to the number of purchased licenses), he shall be obliged upon COMPRION's request to immediately purchase the licenses needed for the permitted usage. COMPRION's right to assert any rights they are entitled to, in particular the right to claim damages and the right to terminate the use, shall remain unaffected.

7.15 If needed, COMPRION may mandate an independent auditor to audit the proper performance of this Contract on part of the Customer during common opening hours after reasonable notification.

7.16 The Customer shall provide appropriate support during the realisation of the audit without any remuneration.

7.17 The right to audit comprises the auditor's right to access the business premises and computer systems, in which the relevant copies/products are stored, provided that (a) the auditors adhere to the applicable rules for health and work safety as well as general safety rules for business premises and (b) the auditors assume a reasonable confidentiality obligation.

8 Customer's obligations to cooperate

8.1 The Customer's requests and specifications that shall be taken into account during production of the contract item and that are agreed between the Parties shall always require to be least provided in text format (e.g. e-mail).

8.2 The Customer shall examine the contract items immediately after transfer, in particular with regard to completeness and functionality. The Customer shall undertake to comply with his duty to examine and give notice of defects in accordance with § 377 German Commercial Code (HGB).

8.3 Defects that are detected at this point shall be communicated to COMPRION immediately in writing. A notice of defects shall contain an as detailed as possible and specific description of defects.

8.4 Defects that could not be detected in the framework of the described proper inspection, however, must be communicated in writing immediately after their detection. This notice of defects as well shall contain an as detailed as possible and specific description of defects.

8.5 The Customer shall support COMPRION to a reasonable extent in the fulfilment of the services at his own expense.

8.6 The Customer's obligations to cooperate shall be a main obligation of the Customer.

8.7 The Customer shall upon COMPRION's request an as far as required from his perspective, in particular (a) during the contract term appoint in writing a person responsible, who has all decision-making authority and powers of attorney required for the purposes of the implementation of this agreement; (b) notices of defects shall only be made by the person responsible or – in case of his absence – by his representative.

8.8 COMPRION expresses the readiness to accept works, e.g. by handover, as far as it is the provision of final services, or with an explicit note to the Customer.

8.9 The Customer shall inspect and test the contract items with regard as to whether they are mainly as contractually agreed immediately after expression of readiness for acceptance. The Customer shall immediately communicate possible defects to COMPRION.

8.10 When the contract items mainly correspond to the contractual provisions, the Customer shall declare the acceptance as far as statutorily required. Such declaration shall take place at least in a written format by means of an approval note.

8.11 If within 4 weeks after handover of the contract items no detailed written notice of material defects is received, the delivered project results shall be deemed accepted and approved.

8.12 The Customer shall not be entitled to any rights under the warranty for defects for defects that were known to the Customer upon acceptance, that would have been obvious in a proper initial inspection or that have not become known to the Customer in a negligent manner.

9 Change Request

9.1 Both contractual partners shall be entitled to request the other contractual partner by stating material reasons to advise on or negotiate changes or professional specifications.

9.2 As far as the Customer requests changes exceeding the agreed scope, COMPRION shall generally become active against remuneration on a time and material basis at an hourly rate. COMPRION shall in such case check the arising work load and feasibility and afterwards decide whether to offer the realisation of such changes by COMPRION. COMPRION shall inform the Customer which assumed consequences such changes will have, in particular with regard to costs and time schedule.

9.3 If an agreement with regard to a change request fails, the Parties shall realise the project according to the prior agreement as far as no other agreements are made.

9.4 Change requests shall require the text format and can be confirmed by COMPRION by e-mail.

10 Warranty

10.1 COMPRION warrants that all services are free of material defects and/or defects of title.

10.2 The Parties shall agree that software cannot be created free of defects.

10.3 The warranty shall not refer to the used open source software, since no rights of use are transferred by COMPRION for such software. Thus, liability on part of COMPRION for material defects and/or defects of title is excluded for open source software due to its specific nature.

10.4 A defect exists as far as the service (a) does not have the agreed properties, (b) is not suited for the contractually intended use or (c) is not suited for common use and does not have the properties that is customary for services of similar kind and that can be expected by the Customer, based on the type of service.

10.5 In case of a defect, COMPRION shall remedy free of charge within a reasonable period in accordance with the following provisions.

10.6 At COMPRION's choice, subsequent performance may take place as rectification or replacement. The Customer shall be entitled to request a specific type of subsequent performance given that the respective other form of subsequent performance is unreasonable. As far as third party rights are infringed, the provider may rectify at his own choice by acquiring rights of use to the benefit of the Customer sufficient for the purpose of this contract or by changing the infringing software without or only with such effect on the function that is acceptable to the Customer or by exchanging the infringing software without or only with such effect on the function that is acceptable to the Customer with a software that can be used according to the contract without any infringements or that provides a new update or upgrade that can be used according to the contract without any infringements.

10.7 The remedy of defects on part of COMPRION may take place by means of instructions to the Customer by phone, in writing or electronically.

10.8 Place of subsequent performance shall be COMPRION's registered office.

10.9 Possible additional expenses incurred to COMPRION in particular due to the fact that the Customer transferred the products to another location than they were delivered to originally, shall be borne by the Customer.

10.10 If it turns out that the complaint was unjustified, COMPRION shall be entitled to claim the compensation of the incurred expenses.

10.11 If subsequent performance fails and the Customer granted a reasonable deadline, which allowed at least two rectification attempts, the Customer may at his discretion withdraw from the contract or reduce the payment for the respective service. Subsequent performance shall not be deemed finally failed after the second unsuccessful rectification attempt; the number of attempts shall be up to COMPRION during the period granted by the Customer as far as reasonable for the Customer.

10.12 Granting a deadline by the Customer shall not be necessary if this is no longer reasonable for the Customer, in particular when COMPRION refused subsequent performance finally and seriously.

10.13 In addition, the Customer shall be entitled to claim damages instead of the service or reimbursement of expenses if COMPRION is at fault.

10.14 The right to withdraw and the claim for damages instead of the complete service shall only exist for severe defects.

10.15 In case of a justified withdrawal on part of the Customer, COMPRION shall be entitled to claim a reasonable compensation for the usage of the products withdrawn by the Customer until the recession of the contract. Such compensation for use shall be determined based on a four-year total period of use, however, a reasonable deduction for the impairment due to the defect that led to the withdrawal is intended.

10.16 If COMPRION maliciously concealed a defect or provided a guarantee for the quality, the statutory provisions regarding material defects and defects of title and their limitation shall remain unaffected.

10.17 Claims for damages (including for documentation) become time-barred within one year after passing of risk. This shall not apply for claims for damages due to harm to life, body or health caused by the culpable breach of obligations on part of COMPRION or by the negligent breach of obligations on part of his legal representative or agent of the contractor. Furthermore, this shall not apply to claims due to other damages caused by a deliberate or grossly negligent breach of obligation by COMPRION or one of his legal representatives or agent.

10.18 If a maintenance contract was concluded, the agreed reaction and restoration times shall apply. These shall start upon receipt of a proper notice of defects. A notice of defects shall be proper when the Customer has sufficiently met his obligations to cooperate with regard to the description of the defect. A defect shall (in particular) not be given, when (a) a defect only insignificantly affects the usage of the contract items; (b) a disruption was caused by improper usage; (c) the cause for the disruption is not related to the contract item but is provoked by other causes that are outside COMPRION's sphere of responsibility (e.g. system crash or similar).

10.19 If COMPRION offers updates to avoid or remove defects, the Customer shall accept these.

10.20 Rectification of defects may also take place by providing a workaround solution.

10.21 The Customer shall not be entitled to any claims due to defects when he changed the products or had them changed by third parties or used them in connection with others than those agreed, unless the Customer provides prove that the material defect already existed upon transfer.

10.22 Mandatory unlimited liability on part of COMPRION required by law and clause 10 of this Contract shall remain unaffected from the provisions under this clause 9.

11 Liability

11.1 Liability shall be excluded for damages to other legal assets than life, body or health unless such damages are caused by intentional or grossly negligent behaviour of COMPRION, COMPRION's legal representatives or agents and such behaviour infringes secondary obligations essential for the contract purpose.

11.2 Essential contractual obligations shall be obligation whose fulfilment enable the performance of the contract in the first place and in the compliance of which the Customer may regularly trust (so-called material contractual obligation).

11.3 This exclusion of liability - as well as further limitations of liability in these Terms and Conditions - shall not apply insofar as claims according to the product liability law are affected, a defect was maliciously concealed or the defects were covered by a guarantee of quality.

11.4 Provided that the infringement of essential contract obligations was caused by the negligence of COMPRION, COMPRION's legal representatives or executives or by the simple or gross negligence of other agents, COMPRION's liability shall be limited to the damage amount that was predictable and contractually typical for COMPRION at the time of the conclusion of the contract.

11.5 The Customer shall undertake to make appropriate arrangements for the case that a software might not work properly in whole or in parts, i.e. by means of fallback procedures, data backup, failure diagnosis, etc. The Customer shall undertake to prevent possible loss of data and to backup such data regularly and properly.

11.6 In case of data loss that is caused by or for which COMPRION is responsible, COMPRION shall only be liable for the costs of the restoration of data backup.

12 Confidentiality

12.1 The Parties shall undertake mutually to maintain silence on all confidential information of the other Party gained in the framework of the implementation of this contract during the duration of this agreement and for an unlimited period of time after the termination of this agreement.

12.2 In particular, the Parties shall not be entitled to make available to third parties customer and prospect data or to use for purposes other than the implementation of the contracts.

12.3 This confidentiality provision shall not apply to information that was known to a Party in a legal manner already before notification by the other Party or that is evident.

12.4 In case one Party is obliged to disclose confidential information due to a court order, on demand by a public authority or other institution or due to statutory provisions, the Parties shall come to an agreement prior to disclosure, if possible, and only such part of the confidential information shall be disclosed that is requested to be disclosed.

13 Maintenance services

13.1 COMPRION shall undertake, as far as agreed in the individual agreement, to provide the Customer his developed versions, i.e. updates of the software including related documentation and to repair the provided hardware.

13.2 Maintenance shall be provided according to the respective state of the art and in such way that it is in accordance with the interest of the whole of the users.

13.3 COMPRION shall be responsible for the removal of defects for the contract items and the further developed versions. The services shall only be rendered with regard to the most recent version provided to the Customer.

13.4 COMPRION shall carry out the removal of defects at their discretion on site or remote or by providing new items or by repair.

13.5 If needed, the Customer shall provide COMPRION and their employees access to the rooms, machines and contractual software at least during normal office hours after previous agreement and provide required computer time.

13.6 COMPRION shall be entitled to request the remuneration of their expenses as far as they became effective due to an error message without the Customer having provided proof of the defect/error.

13.7 Error descriptions must be reported by the Customer by e-mail to support@comprion.com or by phone under +49 5251 6859 310.

14 Retention of title

14.1 Until full payment the goods shall remain the property of the seller.

14.2 In case of purchase contracts, the delivered goods shall remain the property of COMPRION until all for whatever legal reason incurred claims, including claims due in the future, of COMPRION towards the Customer are compensated.

14.3 Claims resulting from the resale of the delivery items shall already now be transferred from the Customer to the seller in the amount of the delivery item's value including all ancillary rights. The Customer shall be entitled to the collection of the claims. COMPRION's right to collect the claims themselves shall remain unaffected.

14.4 Upon the Customer's request, COMPRION shall undertake to release securities at his discretion as far as the realisable value of his security exceeds the sum of all claims from the business relationship by more than 10%.

14.5 As far as the Customer meets his obligations towards COMPRION he shall be entitled to dispose of the delivery item in the proper course of business and subject to the retention of title, as far as the claims are effectively assigned to COMPRION according to Clause 14. Extraordinary disposals such as pledges, chattel mortgage and all assignments shall not be allowed. Access by third parties to the delivery item or to claims transferred to the seller, in particular pledges, shall immediately be communicated to COMPRION.

14.6 During the retention of title, the Customer shall generally be entitled to the possession and intended use of the delivery item. In case of the Customer's behaviour contrary to the contract, in particular when the Customer is in arrears with his payments, COMPRION shall be entitled to take back the delivery items and to revoke the authorization to collect the claims from resale. Excluding any rights of retention, the Customer shall undertake to surrender. All costs related to taking back and recovery shall be borne by the Customer. COMPRION shall be entitled to freehand sale. The Customer shall provide COMPRION immediately upon their request a schedule according to this Clause of all claims transferred to COMPRION as well as all other information and documents required to exercise the rights COMPRION is entitled to and to inform the debtors about such transfer.

14.7 The Customer shall keep the delivery item in proper condition during the retention of title and to immediately carry out and have carried out all maintenance and repair works as intended by COMPRION.

14.8 Exercising the retention of title as well as pledging the delivery item on part of COMPRION shall not be deemed a withdrawal from the contract.

15 Rights to work results

15.1 Only COMPRION shall be entitled to dispose of ideas, procedures, concepts and other techniques created in the execution of contractual maintenance and that become part of the work results. Same applies to know-how and experience gained during the execution of contractual maintenance works and the usage of their results.

16 Termination of contract

16.1 When insolvency proceedings are opened in respect of the Customer's assets or in case that insolvency proceedings are applied for at the competent court or when the Customer is in threat of insolvency, COMPRION at their own discretion can withdraw from possibly concluded contracts or to stop providing any services.

16.2 As far as continuing obligations are agreed between the contracting parties, these may be terminated by both contracting parties with a notice period of three months to the end of each calendar year.

16.3 Both Parties' right to extraordinarily terminate the contract for good cause shall remain unaffected.

16.4 All terminations shall require the written form.

17 Final provisions

17.1 There are no oral collateral agreements. Changes and deviations from this agreement shall require the written form. This shall also apply to the deviation from the requirement of the written form.

17.2 The German substantive law shall apply to all claims arising from or in relation to this agreement with the exclusion of the law of conflict and the UN Sales Convention.

17.3 Furthermore, the Incoterms 2010 of the International Chamber of Commerce in Paris shall apply.

17.4 The place of performance for all obligations as well as the sole place of jurisdiction for all disputes arising from and in relation to this agreement shall be COMPRION's registered office.

17.5 In case individual provisions are or become completely or partially invalid, void or unenforceable, this shall not affect the validity of the remaining agreements.

17.6 In case of contradictions between the concluded individual agreements and these GTC, the contracts shall prevail.

17.7 Contract language is German. With various language versions solely the German text of these Terms and Conditions shall be decisive.