GTC

§ 1 Validity

(1) These General Terms and Conditions of Delivery apply to entrepreneurs, legal entities under public law or special funds under public law.

(2) All deliveries, services and offers (including any consulting services and the provision of information) of DrySoc GmbH (hereinafter referred to as DrySoc) shall be made exclusively on the basis of these General Terms and Conditions of Delivery. They are an integral part of all contracts that DrySoc concludes with its customers (hereinafter referred to as Customer) for the deliveries or services offered by DrySoc. They shall also apply to all future deliveries, services or offers to Customer, insofar as they are legal transactions of the same or a related nature, even if they are not separately agreed again. For the licensing of DrySoc's software products, additional software license and software maintenance terms and conditions shall apply. In addition, the respective rates for service personnel shall apply to installation and service assignments.

(3) Terms and conditions of Customer or third parties shall not apply, even if DrySoc does not separately object to their applicability in individual cases. Even if DrySoc refers to a letter containing or referring to terms and conditions of Customer or a third party, this shall not constitute an agreement with the validity of such terms and conditions.

§ 2 Offer, conclusion of contract, written form

(1) All offers of DrySoc are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. DrySoc may accept orders or commissions within an explicitly stated period after receipt of a written order.

(2) The legal relationship between DrySoc and Customer shall be governed solely by the contract concluded in writing, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements between the parties regarding the subject matter of the contract. Oral commitments made by DrySoc prior to the conclusion of this Contract are not legally binding and oral agreements between the parties are superseded by the written Contract, unless it is expressly stated in each case that they continue to be binding.

(3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorized signatories, DrySoc's employees are not entitled to make oral agreements deviating from the written agreement.

(4) To comply with the written form requirement, transmission by telecommunication, in particular by fax or e-mail, shall suffice, provided that a copy of the signed declaration is transmitted.

(5) Information provided by DrySoc on the subject matter of the delivery or service (e.g. color, dimensions, load capacity, and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

(6) DrySoc retains title or copyright to all offers and quotations submitted by DrySoc as well as drawings, illustrations, calculations, brochures, catalogs, models, concepts, wireframes and other documents and aids made available to Customer. Without DrySoc's express consent, Customer shall not make these items and documents accessible to third parties, disclose them, use them itself or through third parties or reproduce them. The documents shall be kept secret from third parties.

§ 3 Prices and payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services and necessary expenses shall be invoiced separately. The prices are quoted in EUR ex works plus packaging, statutory VAT (at the time of delivery), customs duties in the case of export deliveries as well as fees and other public charges.

(2) Payment transaction costs shall be borne by the client.

(3) Invoice amounts shall be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of payment shall be the date of receipt by DrySoc. Payment by check is excluded, unless agreed otherwise in individual cases.

(4) DrySoc shall be entitled to set off payments first against older debts of Customer. If costs and interest have already been incurred, DrySoc shall be entitled to set off the payments first against the costs, then against the interest and finally against the principal performance.

(5) If the client fails to pay when due, interest shall be charged on the outstanding amounts from the due date at 9 percentage points above the prime rate; the right to claim higher interest and further damages in the event of default shall remain unaffected.

(6) DrySoc shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if DrySoc becomes aware of circumstances after conclusion of the contract which are likely to significantly reduce Customer's creditworthiness and which jeopardize the payment of DrySoc's outstanding claims by Customer under the respective contractual relationship.

(7) Each contracting party may only offset undisputed or legally established claims.

(8) If Customer is required to withhold taxes (e.g. withholding tax), Customer shall remit the relevant amounts to the competent tax authority. Customer agrees to provide DrySoc with all evidence and documentation supporting such payment and which DrySoc requires to obtain a refund and to assist DrySoc in avoiding or reducing such withholding taxes to a reasonable extent without charging DrySoc any costs. In countries with which the Federal Republic of Germany has not concluded a double taxation treaty and DrySoc cannot obtain a refund of the withholding tax, the price payable by Customer shall be automatically increased by the amount necessary to make up the difference between the amount of the agreed payment and the amount payable to DrySoc after deduction of the withholding tax.

§ 4 Delivery and delivery time

(1) Deliveries shall be made ex works (EXW Incoterms 2020) in accordance with the order confirmation.

(2) Periods and dates for deliveries and services promised by DrySoc shall always be approximate only, unless a fixed period or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transportation.

(3) DrySoc shall not be liable for impossibility of delivery or for delays in delivery to the extent caused by force majeure or other events unforeseeable at the time of the conclusion of the contract (e.g. DrySoc is not responsible for force majeure or other events unforeseeable at the time of the conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, epidemics and pandemics, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time). If such events make the delivery or performance significantly more difficult or impossible for DrySoc and the hindrance is not only of a temporary nature, DrySoc shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, Customer may rescind the contract by immediate written notice to DrySoc.

(4) DrySoc shall be entitled to make partial deliveries if

- the partial delivery is usable for Customer within the scope of the contractual purpose,
- the delivery of the remaining ordered goods is ensured, and
- Customer does not incur any significant additional expenses or costs (unless DrySoc agrees to bear such costs).

(5) If DrySoc is in default with a delivery or service or if a delivery or service becomes impossible for DrySoc for whatever reason, DrySoc's liability shall be limited to damages in accordance with § 12 of these General Terms and Conditions of Delivery.

(6) DrySoc is entitled to use third parties to provide the Service or parts of the Service.

§ 5 Duty to cooperate

(1) Customer shall promote the performance of the Services in every phase by active and reasonable cooperation. In particular, Customer shall provide DrySoc with the information, documents and data, computer programs and other means necessary for the proper performance of the Services and, if necessary, shall allow DrySoc's employees access to its business premises and computers during its business hours, insofar as this is necessary to fulfill the purpose of the contract.

(2) If Customer fails to comply with its obligations to cooperate and DrySoc is therefore unable to complete the delivery or performance of the service in whole or in part within the agreed time, the period specified in the schedule shall be extended accordingly; any additional costs and expenses incurred as a result shall be borne by Customer.

(3) Customer shall take all necessary and reasonable measures to prevent or limit damage caused by Software supplied by DrySoc. In particular, Customer shall ensure the regular backup of programs and data. If Customer culpably breaches this obligation, DrySoc shall not be liable for any resulting consequences, in particular not for the recovery of lost or damaged data or programs. The above provision does not imply a change in the burden of proof.

§ 6 Export and import control

(1) The contracting parties are aware that deliveries and services may be subject to export and import restrictions. In particular, there may be licensing requirements or the use of software or related technologies abroad may be subject to restrictions.

(2) The Client shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations.

(3) DrySoc's performance of the contract is subject to the proviso that there are no obstacles to performance due to national and international provisions of export and import law and no other statutory provisions.

§ 7 Place of fulfillment, shipping, transfer of risk

(1) Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship shall be DrySoc's registered office. If DrySoc also owes the installation or commissioning, the place of performance shall be the place where the installation or commissioning is to take place.

(2) The mode of shipment and packaging shall be at DrySoc's reasonable discretion.

(3) The risk shall pass to Customer at the latest upon handover of the delivery item (whereby the beginning of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or DrySoc has assumed other services (e.g. shipment or installation). If shipment or handover is delayed due to a circumstance caused by Customer, the risk shall pass to Customer from the day on which the Delivery Item is ready for shipment and DrySoc has notified Customer thereof.

(4) DrySoc shall insure the shipment against theft, breakage, transportation, fire and water damage or other insurable risks only upon Customer's express request and at Customer's expense.

(5) To the extent that the Service requires acceptance, Customer shall be obliged to accept a Service provided by DrySoc. Customer may not refuse acceptance due to insignificant defects of the Service. In this context, insignificant defects are in particular defects which do not or only insignificantly restrict the usability of the Service for Customer. If DrySoc is entitled to provide partial Services, Customer shall also be obliged to accept partial Services.

(6) Insofar as the performance requires acceptance, the performance shall also be deemed accepted if
- the delivery and, if DrySoc also owes the installation and commissioning, the installation has been completed,
- and DrySoc has notified Customer of this with reference to the fiction of acceptance according to this § 7 para (6) and has requested Customer to accept,
- and twelve working days have passed since delivery or installation or Customer has started to use the purchased item (e.g. has put the delivered Software into active operation and in this case (six) working days have passed since delivery or installation, or Customer has refused acceptance within this period for reasons other than a defect notified to DrySoc.and in this case (six) working days have passed since delivery or installation, or Customer has failed to take delivery within this period for a reason other than a defect notified to DrySoc that makes the use of the purchased item impossible or significantly impairs it.

§ 8 Warranty, material defects

(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If the service requires acceptance, the limitation period begins with the acceptance and is also one year (in deviation from § 634a para. 1 BGB). § Section 438 Para. 1 No. 2 BGB, Section 634a Para. 1 No. 2 BGB and other special statutory provisions on limitation periods (in particular Section 438 Para. 1 No. 1, Para. 3, Section 479 BGB) shall remain unaffected. The above limitation periods shall also apply to contractual and non-contractual claims for damages of the Client based on a defect, unless the application of the regular statutory limitation period pursuant to Sections 195, 199 BGB would lead to a shorter limitation period in individual cases. Customer's claims for damages due to intent, fraudulent intent or gross negligence and/or due to injury to life, body or health as well as under the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods. The statutory limitation periods shall also apply insofar as DrySoc has fraudulently concealed a defect or has assumed a guarantee for the quality (Sections 444, 639 BGB).

(2) The delivered items shall be carefully inspected immediately after delivery to Customer or to a third party designated by Customer. With regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection, they shall be deemed approved by Customer if DrySoc does not receive a written notice of defects within 7 (seven) working days after delivery. With regard to other defects, the Deliverables shall be deemed approved by Customer if DrySoc does not receive the notice of defects within 7 (seven) working days after the time when the defect became apparent; however, if the defect was already apparent at an earlier point in time under normal use, such earlier point in time shall be decisive for the commencement of the notice period. Upon DrySoc's request, a defective delivery item shall be returned to DrySoc carriage paid. In the event of a justified notice of defects, DrySoc shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the Delivery Item is located at a place other than the place of intended use.

(3) Claims for defects do not exist

- for only insignificant deviations from the agreed quality,
- for only insignificant impairment of usability,
- for damage caused by incorrect or negligent handling,
- for damage caused by special external influences that are not assumed under the contract,
- for changes or extensions made by the client or third parties and the resulting consequences,
- for ensuring that the software provided is compatible with the data processing environment used by the client.

(4) In the event of material defects, DrySoc shall be obliged and entitled, at its discretion and within a reasonable period of time, to repair or replace the goods. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, Customer may withdraw from the contract or reduce the purchase price appropriately.

(5) If a defect is due to DrySoc's fault, DrySoc's liability for damages shall be limited in accordance with § 12 of these General Terms and Conditions of Delivery.

(6) The warranty shall not apply if Customer modifies the Delivery Item or has it modified by a third party without DrySoc's consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, Customer shall bear the additional costs of remedying the defect caused by the modification.

(7) Only Customer shall be entitled to claims for defects against DrySoc and such claims shall not be assignable

§ 9 Retention of title

(1) The retention of title agreed below serves to secure all current and future claims of DrySoc against Customer arising from the supply relationship between the contracting parties (including balance claims from a current account relationship limited to this supply relationship).

(2) The delivery item delivered by DrySoc to Customer shall remain DrySoc's property until full payment of all secured claims. The delivery item as well as the goods covered by the retention of title and replacing it according to the following provisions shall hereinafter be referred to as 'Retained Goods'.

(3) Customer shall store the Reserved Goods for DrySoc free of charge.

(4) The client shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realization pursuant to paragraph (9) occurs. Pledges and transfers by way of security are not permitted.

(5) If the Reserved Goods are processed by Customer, it is agreed that the processing shall be carried out in the name and for the account of DrySoc as manufacturer and DrySoc shall directly acquire ownership or (if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the Reserved Goods) shall acquire co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Reserved Goods to the value of the newly created item. In the event that no such acquisition of ownership should occur at DrySoc, Customer hereby transfers its future ownership or co-ownership to DrySoc.

(in the aforementioned proportion) co-ownership of the newly created item to DrySoc as security. If the Reserved Goods are combined or inseparably mixed with other items to form a single item and if one of the other items is to be regarded as the main item, DrySoc shall, to the extent that the main item belongs to DrySoc, transfer to Customer pro rata co-ownership of the single item in the proportion specified in sentence 1.

(6) In the event of the resale of the Reserved Goods, Customer hereby assigns to DrySoc by way of security the resulting claims against the purchaser in the event of DrySoc's co-ownership of the Reserved Goods in proportion to DrySoc's co-ownership share. The same shall apply to other claims that take the place of the Reserved Goods or otherwise arise with regard to the Reserved Goods, such as insurance claims or claims in tort in the event of loss or destruction. DrySoc revocably authorizes Customer to collect the receivables assigned to DrySoc in its own name. DrySoc may only revoke this direct debit authorization in the event of enforcement pursuant to paragraph (9).

(7) If third parties seize the Retained Goods, in particular by attachment, Customer shall immediately inform them of DrySoc's ownership and inform DrySoc thereof in order to enable DrySoc to enforce its ownership rights. If the third party is unable to reimburse DrySoc for any judicial or extrajudicial costs incurred in this connection, Customer shall be liable for such costs.

(8) DrySoc shall release the Reserved Goods and the items or claims replacing them to the extent their value exceeds the amount of the secured claims by more than 20%. The selection of the items to be released thereafter shall be at DrySoc's discretion.

(9) If DrySoc withdraws from the contract in the event of Customer's breach of contract (in particular in the event of default in payment), DrySoc shall be entitled to demand the return of the Reserved Goods.

(10) As long as Customer holds the Retained Goods in custody for DrySoc, Customer shall insure the Retained Goods at its own expense to a reasonable extent against damage of any kind. Furthermore, Customer shall treat the goods with due care.

§ 10 Property rights

(1) DrySoc shall endeavor to ensure that the Service does not infringe any industrial property rights or copyrights of third parties (hereinafter referred to as "IP Rights") in the country of the place of performance, but shall not conduct any IP Rights searches in connection with the performance of the Order. Anything to the contrary shall only apply if the performance of such a search has been expressly agreed in writing. DrySoc shall therefore only be liable for freedom from IP Rights if and to the extent that a search has been agreed.

(2) If an IPR search has been agreed, DrySoc is obliged to provide the Deliverables free of IPR only in the country for which the search has been agreed. If a third party asserts justified claims against Customer due to the infringement of IP Rights by Deliveries made by DrySoc and used in accordance with the contract, DrySoc shall be liable to Customer within the limitation period agreed for material defects in the case of Software provided for an indefinite period of time and within the statutory limitation period in the case of Software provided for a limited period of time, as follows:

(a) DrySoc shall, at its option and expense, either obtain a right of use for the Deliverables concerned, modify them in such a way that the IPR is not infringed, or replace them. If this is not possible for DrySoc under reasonable conditions, Customer shall be entitled to the statutory rights of rescission or reduction.
(b) DrySoc's obligation to pay damages shall otherwise be governed by § 12.
(c) DrySoc's aforementioned obligations shall only apply to the extent that Customer immediately notifies DrySoc in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to DrySoc's discretion. If Customer ceases to use the Delivery in order to minimize damages or for other important reasons, it shall be obliged to point out to the third party that the cessation of use does not imply any acknowledgement of an infringement of intellectual property rights.

(3) If DrySoc delivers the Deliverables according to Customer's designs, drawings, models, plans, samples or other specifications, or if the infringement of IPR is caused by Customer modifying the Deliverables or using them together with products not supplied by DrySoc, any liability of DrySoc for the infringement of copyrights, trademarks, patents or other IPR shall be excluded. In this respect, Customer shall fully indemnify DrySoc against any claims.

§ 11 Right of use

(1) Subject to the Software License Terms applicable to the licensing of DrySoc's software products, Customer shall be granted the non-exclusive right to use the Services provided by DrySoc in accordance with the Contract upon proper performance of its contractual obligations. All copyrights, patent rights or other industrial property rights shall remain with DrySoc, unless otherwise agreed. To the extent that DrySoc creates inventions capable of being protected by intellectual property rights during the provision of the Services, DrySoc shall grant Customer a non-exclusive right of use thereto, which is compensated with the total remuneration.

(2) For Software for which DrySoc only has a derived right of use and which is not Open Source Software (Third Party Software), the terms of use agreed between DrySoc and its licensor shall apply additionally and with priority, insofar as they concern Customer (such as End User License Agreement); DrySoc shall draw Customer's attention to such terms of use and make them available to Customer upon request.

(3) For Open Source Software, the terms of use to which the Open Source Software is subject shall prevail. DrySoc shall provide or make available to Customer the source code only to the extent required by the terms of use of the Open Source Software. DrySoc shall inform Customer of the existence and the terms of use of any Open Source Software provided and shall make the terms of use available to Customer or, if required by the terms of use, provide them to Customer.

§ 12 Liability for damages

(1) DrySoc's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with this § 12 to the extent that fault is involved.

(2) DrySoc shall not be liable in the event of simple negligence of its bodies, legal representatives, employees or other vicarious agents, unless it is a breach of material contractual obligations. Material contractual obligations are the obligation to timely delivery or performance, the freedom of the delivery or performance from defects of title as well as such material defects which impair the functionality or usability more than insignificantly, as well as duties of advice, protection and care which are intended to enable Customer to use the delivery item or service in accordance with the contract or which are intended to protect the life or limb of Customer's personnel or to protect Customer's property from substantial damage.

(3) Insofar as DrySoc is liable for damages on the merits pursuant to § 12 para (2), such liability shall be limited to damages which DrySoc foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which DrySoc should have foreseen if it had exercised due diligence. Indirect damage and consequential damage resulting from defects of the delivery item or service shall only be eligible for compensation if such damage is typically to be expected when the delivery item or service is used as intended.

(4) The above exclusions and limitations of liability shall apply to the same extent in favor of DrySoc's corporate bodies, legal representatives, employees and other vicarious agents.

(5) Insofar as DrySoc provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services or delivery owed by DrySoc, this is done free of charge and to the exclusion of any liability.

(6) The limitations of this § 12 shall not apply to DrySoc's liability for willful misconduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

§ 13 Secrecy

(1) The client shall protect all verbal, written, electronic or visual information that is transmitted to the client in connection with the cooperation and that is marked as confidential or is otherwise recognizable as confidential, e.g. due to its content, from access by unauthorized third parties; this applies in particular to trade and business secrets. The above provisions shall not apply insofar as information

(i) is or becomes publicly known without resulting from a breach of this Confidentiality Policy;
(ii) is already in Principal's possession at the time of disclosure without any obligation of Principal to any person to keep such information confidential;
(iii) becomes known to Principal from a source other than DrySoc after disclosure; and/or
(iv) is independently developed by Principal.

Customer shall impose appropriate confidentiality obligations on its employees who come into contact with DrySoc's Confidential Information.

§ 14 Place of jurisdiction, choice of law, written form, final provisions

(1) If Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between DrySoc and Customer shall be, at DrySoc's option, Hanover or Customer's registered office. In such cases, however, Hanover shall be the exclusive place of jurisdiction for any legal action against DrySoc. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relationship between DrySoc and Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.

(3) Should individual provisions of the contract be invalid, this shall not affect the validity of the remaining provisions.

(4) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.

Status: February 2023