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General Terms and Conditions of Business and Sale

of

MTRIX GmbH

Stadtkoppel 23a

21337 Lüneburg


§ 1 General Provisions – Scope of Application

(1) Our General Terms and Conditions of Business and Sale (“GTC”) apply to all business relationships with our customers. Unless otherwise agreed, the GTC in the version valid at the time of the customer’s order—or, in any event, in the version most recently communicated to the customer in writing—shall serve as a framework agreement for similar future contracts as well, without our having to refer to them again in each individual case.

(2) The GTC apply exclusively; any general terms and conditions of the customer that conflict with, supplement, or deviate from our GTC shall not become part of the contract unless we have expressly agreed to their validity, at least in writing. This requirement for consent applies in all cases and in particular also if, while aware of the Customer’s general terms and conditions that conflict with, supplement, or deviate from our General Terms and Conditions, we perform a service for the Customer without reservation or accept a service from the Customer without reservation. This also applies if the Customer refers to its general terms and conditions in connection with the conclusion of the contract and we do not expressly object to this.

(3) Our General Terms and Conditions apply only to business customers (Section 14 of the German Civil Code (BGB)), legal entities under public law, or special funds under public law as defined in Section 310(1) of the German Civil Code (BGB). (4) Individual agreements with the customer shall in all cases take precedence over these General Terms and Conditions (Section 305b of the German Civil Code (BGB)). Subject to proof to the contrary, a written contract or a written confirmation from us shall be decisive for the content of such agreements. (5) Legally relevant declarations and notices by the customer regarding the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing. No oral side agreements have been made. Amendments, additions, and the termination of this contract or its components also require at least the written form. This also applies to any amendment to this clause itself. Unless otherwise agreed, “written form” within the meaning of these General Terms and Conditions includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the declarant, remain unaffected. (6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of the Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogs, technical documentation, other product descriptions, or materials—including in electronic form—for which we reserve ownership and copyright. By submitting an order, the customer makes a binding offer within the meaning of § 145 of the German Civil Code (BGB). (2) The contract with us is concluded when we accept the customer’s offer in writing within 5 days or ship the ordered goods. In this regard, the decisive factor is the time of receipt of the declaration of acceptance or the goods by the customer.

§ 3 Prices – Terms of Payment – Advance Payment

(1) Unless otherwise specified in the order confirmation, our prices are ex our place of business, plus packaging and shipping; these costs will be billed separately. (2) Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate in effect on the date of invoicing. (3) The deduction of a discount requires a separate agreement, at least in writing. (4) Unless otherwise agreed, our prices are due immediately and must be paid without deductions within 10 days of the invoice date. However, we are entitled at any time, even within the context of an ongoing business relationship, to perform a service in whole or in part only against advance payment. We shall declare a corresponding reservation no later than upon order confirmation. For payments by credit card and via PayPal, we hereby declare the reservation regarding advance payment. Upon expiration of the above or separately agreed payment term, the customer shall be in default. During the period of default, interest on the outstanding amount shall be charged at a rate of 9% above the respective base rate of the European Central Bank. We reserve the right to claim further damages resulting from default. Our claim to commercial due date interest (§ 353 HGB) remains unaffected in dealings with merchants. Any credit notes are always issued after deduction of any discounts and other reductions granted on the invoice amount. (5) The customer is entitled to set-off or retention rights only to the extent that the customer’s claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counterclaims, in particular those under these General Terms and Conditions, remain unaffected. (6) If, after conclusion of the contract, it becomes apparent (e.g., through a petition for the opening of insolvency proceedings) that our claim to the price is jeopardized by the customer’s inability to pay, we are entitled, in accordance with statutory provisions, to refuse performance and—if necessary, after setting a deadline—to withdraw from the contract (Section 321 of the German Civil Code (BGB)). The statutory provisions regarding the dispensability of setting a deadline remain unaffected.

§ 4 Delivery, Place of Performance, Transfer of Risk, Acceptance, Default of Acceptance

(1) Unless otherwise agreed, delivery shall be made from our place of business, which shall also be the place of performance for the delivery and any subsequent performance. At the customer’s request and expense, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the carrier, route, and packaging) ourselves. (2) If the customer is in default of acceptance, culpably breaches obligations to cooperate, or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the damage incurred by us in this regard, including any additional expenses (e.g., storage costs). We reserve the right to assert further claims. (3) The risk of accidental loss or accidental deterioration of the goods passes to the customer no later than upon delivery. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the customer upon delivery of the goods to the forwarding agent, the carrier, or any other person or entity designated to carry out the shipment. If acceptance has been agreed upon, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services apply mutatis mutandis to an agreed acceptance. The handover or acceptance is deemed to have taken place even if the customer is in default of acceptance.

§ 5 Transport Damage

(1) The customer is obligated to have any visible transport damage confirmed by the carrier upon acceptance. The receipt documenting the damage must be submitted to us immediately, at a minimum in writing. (2) Unconfirmed visible defects cannot be recognized at a later date and are also not covered by insurance. In the case of concealed transport damage or defects, these must be reported to the carrier immediately in writing at a minimum, and claims for recourse must be filed with the carrier. Please provide us with proof of the report of the concealed defect immediately.

§ 6 Liability

(1) The customer’s claims for damages—regardless of the legal basis—are excluded. Excluded from this are the customer’s claims for damages arising from injury to life, limb, or health, or from the breach of material contractual obligations (cardinal obligations), as well as liability for other damages resulting from an intentional or grossly negligent breach of duty by us, our legal representatives, or vicarious agents. Essential contractual obligations are those whose fulfillment is a prerequisite for the performance of the contract and on which the customer relies and is entitled to rely. (2) In the event of a breach of material contractual obligations, the Provider shall be liable only for foreseeable damages typical for this type of contract if such damages were caused by simple negligence, unless the claims for damages by the Customer arise from injury to life, limb, or health. (3) The limitations in paragraphs 1 and 2 also apply in favor of the Provider’s legal representatives and vicarious agents if claims are asserted directly against them. (4) The limitations of liability set forth in paragraphs 1 and 2 do not apply if the seller has fraudulently concealed the defect or has provided a guarantee regarding the quality of the item. The same applies if the seller and the customer have entered into an agreement regarding the quality of the item. The provisions of the Product Liability Act remain unaffected.

§ 7 Warranty for Defects

(1) Unless otherwise specified below, the statutory provisions apply to the customer’s rights in the event of material defects or defects of title (including incorrect or incomplete delivery, as well as improper assembly/installation or defective instructions). In all cases, the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the buyer’s rights arising from separately issued warranties, in particular those provided by the manufacturer, remain unaffected. (2) Our liability for defects is based primarily on the agreement regarding the quality and intended use of the goods (including accessories and instructions). In this context, the agreement regarding quality includes all product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us (in particular in catalogs or on our website) at the time the contract was concluded. To the extent that the quality was not agreed upon, the determination of whether a defect exists shall be made in accordance with statutory provisions (Section 434(3) of the German Civil Code (BGB)) . Public statements by the manufacturer or on its behalf, in particular in advertising or on the product label, take precedence over statements by other third parties. (3) With respect to goods containing digital elements or other digital content, we are obligated to provide and, if applicable, update the digital content only to the extent that this is expressly stipulated in an agreement regarding quality pursuant to paragraph 2. We assume no liability for public statements made by the manufacturer or other third parties in this regard. (4) We are not liable for defects of which the customer is aware at the time of contract conclusion or of which the customer is unaware due to gross negligence (Section 442 of the German Civil Code (BGB)). Claims for defects by the customer require that, insofar as the contract is a sales contract constituting a commercial transaction for both parties, the customer has duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). If the customer fails to conduct a proper inspection and/or report defects, our liability for defects that were not reported, or were not reported in a timely or proper manner, is excluded in accordance with statutory provisions. (5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). If the method of subsequent performance we have chosen is unreasonable for the customer in a particular case, the customer may refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the owed subsequent performance contingent upon the customer paying the due purchase price. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect. We may demand reimbursement of costs incurred as a result of an unjustified request by the customer to remedy a defect if the customer knew or should have known that no defect actually existed. (6) Claims by the customer for reimbursement of expenses pursuant to § 445a (1) BGB are excluded, unless the final contract in the supply chain is a sale of consumer goods (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c (2), 327 (5), 327u BGB). Claims by the customer for damages or reimbursement of futile expenses (§ 284 BGB) shall apply even in the case of defects in the goods only in accordance with these General Terms and Conditions. (7) The statute of limitations for claims for defects is 12 months for new goods, calculated from the transfer of risk. The above limitation period under sales law also applies to the customer’s contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) would result in a shorter limitation period in individual cases. Claims for damages by the customer based on an intentional or grossly negligent breach of duty or the Product Liability Act, as well as claims for damages resulting from injury to life, limb, or health, are subject exclusively to the statutory limitation periods.


§ 8 Retention of Title

(1) We reserve title to the goods sold until all of our current and future claims arising from the contract and any ongoing business relationship (secured claims) have been paid in full. In the event of the customer’s breach of contract, in particular in the event of default in payment of the purchase price due, we are entitled to withdraw from the contract in accordance with statutory provisions and/or to demand the return of the goods on the basis of the retention of title. Our taking back of the purchased item constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds of such sale shall be applied against the customer’s liabilities—less reasonable costs of sale. (2) The customer is obligated to treat the purchased goods with due care; in particular, the customer is obligated to insure them at their own expense against fire, water, and theft damage at replacement value and to provide us, upon our request, with sufficient proof of the insurance coverage immediately, at a minimum in writing. If maintenance and inspection work is required, the customer must carry it out in a timely manner at their own expense. (3) Goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The buyer must notify us immediately, at least in writing, if an application is filed to open insolvency proceedings or if third parties (e.g., through attachments) seize the goods belonging to us. To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of any action brought pursuant to § 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for these costs. (4) The customer is entitled, until further notice, to resell and/or process the purchased goods in the ordinary course of business. The retention of title extends to the products created through the processing, mixing, or combining of our goods to their full value, whereby we are deemed the manufacturer. If, in the event of processing, mixing, or combining with third-party goods, the third party’s right of ownership remains in effect, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply to the resulting product as to the goods delivered under retention of title. The customer hereby assigns to us, as security, all claims in full or in the amount of our potential co-ownership share arising from the resale against its customers or third parties, regardless of whether the purchased item was resold without or after processing. We accept the assignment. The obligations of the buyer set forth in paragraph 3 also apply with respect to the assigned claims. The customer remains authorized to collect these claims even after the assignment. Our right to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets their payment obligations, is not in default of payment, we do not assert the retention of title by exercising a right pursuant to paragraph 1, and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer’s authority to further sell and process the goods subject to retention of title. (5) We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

§ 9 Final Provisions

(1) If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the customer has no general place of jurisdiction in Germany, our registered office shall be the place of jurisdiction; however, we are also entitled to bring legal action at the customer’s general place of jurisdiction. Mandatory statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected. (2) The law of the Federal Republic of Germany applies exclusively; the applicability of the UN Convention on Contracts for the International Sale of Goods and German conflict-of-laws rules is excluded. (3) Should any provision of the contract be or become invalid or unenforceable, or should the contract contain a loophole, this shall not affect the validity of the remainder of the contract. These provisions do not merely reverse the burden of proof but exclude the application of Section 139 of the German Civil Code (BGB). In the event of a gap, the valid and enforceable provision that most closely approximates the legal and economic purpose of the contract shall be deemed agreed upon.