General Terms and Conditions of ubisys technologies GmbH
Status: January 2018

This is a translation of the German original. In case of ambiguity or doubt, the German original shall be the single source of information.

§1 Scope of Application

1. 1. These General Terms and Conditions (“GTC”) govern the contractual relations between ubisys technologies GmbH, Neumannstraße 10, 40235 Düsseldorf (Managing Directors: Dr.-Ing. Arasch Honarbacht, Dipl.-Des. Marcel Apfel), hereinafter “ubisys”, and its customers or clients, hereinafter “Customers”. These GTC apply to all present and future business relations between ubisys and Customers and govern all deliveries and services to be provided by ubisys, including services and work contracts and special developments as well as the creation of individual hardware or software pursuant to the provisions of the contract concluded between ubisys and Customers.

2. 2. Only these GTC shall apply; ubisys does not recognize any conflicting, deviating or supplementary conditions — in particular those from general terms and purchasing conditions or order annotations — unless ubisys has expressly agreed to their applicability in writing. This also applies if ubisys accepts the
   order with knowledge of Customers’ conflicting, deviating or supplementary conditions. A written order confirmation by ubisys of an order containing such order annotations shall also not be deemed to be consent to the applicability of these conditions.

§2 Offers and Conclusion of Contract

1. 1. Offers and cost estimates made by ubisys are always non-binding.

2. 2. Customers’ orders constitute a binding offer which ubisys may accept within two weeks by sending a written order confirmation or by dispatching the goods.

3. 3. Information in brochures, advertising statements and verbal assurances do not imply acceptance of the risk regarding the characteristics of products or guarantee statements. This applies in particular to drawings, illustrations, dimensions and other performance data. No warranty is given for information in data sheets, manuals and other informational material unless expressly guaranteed in writing.

§3 Right of Use

1. 1. If the creation or sale of software and/or firmware is part of the contract between ubisys and the Customer, the Customer shall, unless expressly agreed otherwise in writing, receive upon acceptance a non-exclusive right of use to the results of the software, contract or special development, limited to the purpose of use specified in the contract.

2. 2. The unrestricted ownership and copyright remain with ubisys. The rights pursuant to §§ 13 and 25 of the German Copyright Act (UrhG) are excluded.

§4 Prices and Terms of Payment

1. 1. The prices agreed in the contract shall be decisive.

2. 2. Prices are non-binding ex works Düsseldorf, exclusive of packaging, insurance and shipping.

3. 3. The prices stated in catalogs, brochures and online offers are the prices valid on the day of
   printing/publication. Price changes are reserved at any time.

4. 4. The total remuneration (if applicable after deduction of partial payments made) shall be payable within 30 days after acceptance and without deduction of discounts, unless  otherwise agreed. The timeliness of payment is governed by the receipt of the funds by ubisys. The statutory rules concerning the consequences of default in payment shall apply.

5. 5. Unless otherwise agreed, ubisys is entitled, at its reasonable discretion, to require advance payments. If an advance payment is required in the order confirmation, ubisys is entitled to postpone processing of the order until payment has been received. Delays resulting therefrom and their consequences shall not be for the account of ubisys.

6. 6. For self-contained parts of performance, ubisys may demand an instalment payment in the amount of the value of the work performed, in accordance with the statutory provisions.

7. 7. If the type or scope of services for contract or special developments is mutually changed during the course of the project, ubisys may demand an adjustment of the agreed  emuneration. Until an agreement on the amount of the adjustment is reached, ubisys is entitled to temporarily suspend processing of the order. The Customer will be informed in due time. Delays resulting therefrom and their consequences shall not be for the account of ubisys.

8. 8. A unilateral change of the type or scope of the contract or special development by Customers is excluded. In the absence of a special agreement, payment is to be made without any deduction.

9. 9. A payment shall only be deemed to have been made when ubisys is free to dispose of the amount.

10. 10. Instalment payments are only accepted on the basis of a special written agreement.

11. 11. Payments by cheque or bill of exchange are not accepted.

12. 12. Prices are exclusive of the value added tax applicable on the day of invoicing.

§5 Performance Time

1. 1. If execution or completion deadlines have been specified by ubisys and made the basis for the placing of the order, such deadlines shall be extended in the event of strikes and cases of force majeure, namely for the duration of the delay.

§6 Warranty

1. 1. For any defects, ubisys shall, at its discretion, provide warranty by remedying the defect, by delivery of a replacement, or by enmanufacture. For this purpose Customers shall send the defective part or device carriage paid to ubisys.

2. 2. If ubisys seriously and finally refuses performance, or if ubisys can refuse rectification of the defect and subsequent performance due to disproportionate costs, or if such performance has objectively failed, Customer may, at their discretion, demand only a reduction of the remuneration (diminution) or rescission of the contract (withdrawal).

3. 3. The warranty period shall be one (1) year, commencing upon delivery of the goods or completion of the work. Claims for damages by the Customer due to a defect shall prescribe after one year from delivery of the goods or completion of the work. This does not apply if ubisys acted intentionally or with gross negligence or in the event of injury to life, body or health.

4. 4. The goods delivered by ubisys shall be inspected immediately upon receipt with the care of a prudent merchant.

5. 5. The goods shall be deemed to be approved as ordered if no complaint of defects is received by ubisys within 14 days of receipt of the goods.

6. 6. Any warranty shall lapse in the event of alterations to the delivered goods — of any kind.

7. 7. If parts of a delivery item have been renewed within the scope of the warranty, the commencement of the warranty period shall only refer to the replaced parts.

8. 8. Prior to performance of warranty work, ubisys must be afforded the opportunity by the Customer to inspect the device. If the defect described by the Customer cannot be identified during the inspection, the Customer shall bear the costs of the inspection.

9. 9. For application software or firmware (software embedded in the device), warranty is provided by updates which are to be installed by Customers where necessary. If this type of warranty is not possible, Customers shall send the device carriage paid to ubisys, whereupon the warranty obligation will be fulfilled.

10. 10. Customers shall grant ubisys the time required for the remedying of defects.

11. 11. Warranty claims against ubisys are vested only in the contracting party themselves and are not transferable.

12. 12. Claims under the Product Liability Act remain unaffected.

13. 13. Other warranty claims, of whatever nature, are excluded.

§7 Exclusions and Limitations of Liability

1. 1. ubisys’s liability for breaches of contractual duties and in tort is limited to intent and gross negligence and to compensation for the damage that typically arises. This shall not apply in cases of injury to life, body or health of Customers, claims arising from the breach of cardinal obligations (i.e. obligations that arise
   from the nature of the contract and whose breach endangers the achievement of the contractual purpose) as well as compensation for delay damages (§286 BGB). In these respects ubisys shall be liable according to the degree of fault. For damages which do not result from injury to life, body or health of the Customer, ubisys shall, however, be liable only for the damage that typically occurs.

2. 2. The aforementioned exclusion/limitation of liability shall also apply to slightly negligent breaches of duty by our vicarious agents.

3. 3. Possible claims for damages are limited to a maximum of 15% of the order volume.

§8 Prohibition of Set-Off

1. 1. Customers shall only be entitled to set off, retain or reduce if the counterclaims have been legally established, are undisputed or have been acknowledged by ubisys. This applies even if complaints of defects or counterclaims are asserted. Customers shall, however, be entitled to exercise their right of retention only insofar as their counterclaim is based on the same contractual relationship. Even in an ongoing business relationship, each individual order shall be regarded as a separate contractual relationship, even if it concerns further developments, adjustments, etc.

2. 2. During default, Customers shall pay interest on the monetary debt in accordance with the applicable statutory provisions. The assertion of default damages beyond this remains unaffected. In addition, ubisys is entitled to charge reminder fees of a reasonable amount for each dunning notice.

§9 Performance Deadlines and Grace Periods

1. 1. If no fixed delivery date is agreed, delivery shall be made two to twelve weeks after conclusion of the contract. To the extent a duty of cooperation of the Customer is necessary, the period shall not commence until the Customer has fulfilled this duty.

2. 2. Where the assertion of the Customer’s rights requires the setting of a reasonable grace period, this shall be at least two weeks.

3. 3. In the case of a goods delivery, the dates specified in the order confirmation shall be understood as dispatch dates.

4. 4. If the Customer is in delay of acceptance, the purchase price shall become due as of the date on which ubisys declares its readiness to dispatch.

§10 Flat-Rate Compensation Claims

1. 1. In the event of breaches of duty by the Customer, ubisys is entitled to claim 25% of the order value as compensation for damages.

2. 2. If the Customer cancels a confirmed order, ubisys may claim 10% of the sales price for the costs incurred in processing the order and for lost profits. In the case of special developments and customer-specific solutions, paragraphs 6–8 of §4 shall apply unchanged, i.e. ubisys may, in addition to the flat rate, claim all costs incurred up to the time of cancellation for personnel, materials and external services.

3. 3. For each reminder after the commencement of default, ubisys is entitled to charge €3.00 as reimbursement of expenses

4. 4. If ubisys falls into default with the delivery after written reminder and setting of a grace period, the Customer may claim for each completed week of delay compensation in the amount of a maximum of 0.5% of the order value, but in total not more than 5% of the order value.

§11 Risk Transfer Provisions

1. 1. In the event of force majeure, for example industrial action, operational disruptions, delays in the delivery of essential preliminary materials, the performance period shall be extended by the duration of the impediment and a reasonable startnup period. If  erformance or project implementation becomes impossible or unreasonable due to such  ircumstances, ubisys shall be released from its performance and/or delivery obligations.

2. 2. Partial deliveries are possible at ubisys’s reasonable discretion.

§12 Duties to Cooperate

1. 1. If Customers do not fulfill their duties to cooperate, for example the provision of documents, information and data, in a timely manner, delays resulting therefrom and their consequences shall not be borne by ubisys.

2. 2. Customers shall be liable that the services provided by them, the documents, information and data made available are free of third-party proprietary rights that would exclude or impair the contractual use by ubisys in the course of order processing.

3. 3. In contract and special developments the Customer is obliged to accept the subject of the contract within 30 days of receipt of the final partial invoice. If no express written declaration of acceptance or justified refusal of acceptance with detailed specification of remaining defects is made within these 30 days, the development service shall be deemed to have been accepted.

4. 4. The development service shall also be deemed accepted from the point in time at which the Customer uses the development result outside the tests necessary for acceptance. In the case of complaints of defects or the assertion of warranty claims, the Customer is obliged to describe the defects in detail. In the case of defects in software or firmware, a precise description of the circumstances which reproducibly lead to the occurrence of the error must be provided.

§13 Right to Refuse Performance

1. 1. ubisys shall only be obliged to perform once the Customer has provided their counter-performance.

§14 Retention of Title

1. 1. ubisys reserves ownership of the goods until all claims against the purchaser have been satisfied, even if the particular goods have already been paid for. In the event of forcement measures by third parties against the reserved goods, the Customer must notify ubisys without delay and hand over the documents necessary for an intervention; this also applies to other kinds of encumbrance. Independently of this, the Customer shall, in advance, inform third parties of the rights existing in the goods. The Customer shall bear the costs of an intervention by ubisys, insofar as the third party is not in a
   position to reimburse these.

2. 2. In the event of resale/rental of the reserved goods, the Customer hereby assigns to ubisys, as security up to the satisfaction of all claims of ubisys, the claims arising against Customers from the said transactions.

3. 3. Customers are obliged to treat the goods carefully as long as they have not passed into their ownership.

4. 4. In the event of the Customer’s breach of contract, in particular in the event of default in payment, ubisys may, after the unsuccessful expiry of a reasonable period for performance, withdraw from the contract and demand the return of the goods.

5. 5. The Customer is entitled to process the goods in the ordinary course of business or to combine them with other items. In the case of processing of the reserved goods, their transformation or their combination with another item, ubisys shall acquire immediate ownership of the object produced. This shall be
   regarded as reserved goods. The processing or combination shall be carried out on behalf of ubisys. The Customer shall keep the resultant object (“new goods”) in safekeeping for ubisys with the due care of a prudent merchant. If the value of the security exceeds ubisys’s claims against the Customer by more than 20%, ubisys
   shall, upon the Customer’s request and at ubisys’s election, release the securities to which ubisys is entitled to the appropriate extent.

§15 Documents Provided

1. 1. ubisys reserves the unrestricted ownership and copyright to analyses, price calculations, concepts, solution strategies, drawings and other documents which it provides to the Customer in the context of offers. These documents are to be treated as confidential and may only be made accessible to third parties with the prior express written permission of ubisys.

2. 2. In the case of contract and special developments, all analyses, concepts, specifications, reports, sketches, source codes, circuit diagrams, parts lists, PCB layouts, housing designs and other documents shall, as a rule, remain the property of ubisys until final acceptance by the Customer. After acceptance, the Customer shall have no right of inspection of source codes, circuits and other project documents necessary for the execution of a contract or special development; unless a  eviating agreement has been expressly made in writing. Unless otherwise expressly agreed in writing, the Customer shall receive, after acceptance, a non-exclusive right of use to the results of the contract or special development, limited to the purpose of use specified in the order. The unrestricted ownership and copyright shall remain with ubisys. Order annotations or indications in specifications, etc. shall expressly not be deemed to be agreements in the above sense, even if ubisys should have confirmed the order without expressly contradicting the annotation.

§16 Liability for Copyright, Trademark, Patent or Other Proprietary Rights Infringements

1. 1. There may be proprietary rights which protect the use of the delivered goods, software, libraries, etc. in certain fields and applications. It is the Customer’s duty to inform themselves before using the delivered items, software libraries etc. whether the use or application intended by the Customer infringes third-party
   proprietary rights.

2. 2. ubisys does not assume liability that the use or application does not infringe thirdnparty proprietary rights.

3. 3. To the best of its knowledge, the range of services and goods offered by ubisys is free from third-party proprietary rights in the Federal Republic of Germany.

§17 Confidentiality

1. 1. Unless expressly agreed otherwise in writing, information, data, performance descriptions and other documents made available to us in connection with inquiries or orders shall not be deemed confidential.

2. 2. Unless expressly agreed otherwise in writing, the Customer agrees that ubisys is entitled to use information about orders and purchases for advertising purposes, e.g. to list the client as a reference in printed materials and online  media. ubisys may only publish information that roughly describes the project or the delivered goods.

§18 Technical Changes, Changes to Product Documentation

• 1.Information in data sheets, manuals, sample source codes etc. may be corrected, changed or
  supplemented at any time without prior notice.

• 2. Technical changes are reserved, in particular changes in shape, colour and/or weight. However, ubisys shall not be obliged to carry out such changes for products already delivered.

§19 Performance Description and Specification of Requirements

• 1. The scope of services of work contracts, in particular contract and special developments, shall be established in writing by ubisys in the specification in agreement with the Customer. The specification is to be confirmed by the Customer in writing; deviant or supplementary requirements shall require the written confirmation of ubisys.

• 2. For complex contract developments, the Customer shall provide ubisys with a Marketing or Technical Requirements Document (MRD/TRD) with the inquiry. If a MRD/TRD is not available or is inadequate, the Customer is free to commission ubisys separately in advance of the evelopment order to prepare a suitable MRD/TRD.

§20 Limitation of ubisys’s Own Claims

• 1. ubisys’s claims for payment shall, deviating from §195 of the German Civil Code (BGB), prescribe after five years. With regard to the commencement of the limitation period, §199 BGB shall apply.

§21 Written Form

• 1. Declarations and notifications having legal significance which the Customer has to make to ubisys or to a third party require the written form.

• 2. Oral promises by representatives or other auxiliaries require written confirmation by ubisys.

§22 Termination of Contract

• 1. In the event of failure to supply, incorrect or untimely self-supply, ubisys is entitled to withdraw from the contract.

• 2. If the Customer has filed for the opening of insolvency proceedings in respect of their assets, given a statutory declaration pursuant to §807 ZPO, or if insolvency proceedings have been opened in respect of their assets or the opening has been refused for lack of assets, ubisys shall be entitled to withdraw from the contract.

§23 Final Provisions

• 1. Unless otherwise provided in the contract, the place of performance and payment is Düsseldorf.

• 2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the court responsible for ubisys in Düsseldorf. ubisys is also entitled to sue Customers at their general place of jurisdiction.

• 3. The law of the Federal Republic of Germany shall exclusively apply to all contractual  relations between ubisys and the Customer.