I. SCOPE OF APPLICATION

1. all deliveries and services of INVENTUS Development GmbH, Montafonerstraße 68, 6771 St. Anton im Montafon, Austria (“INVENTUS”) to a customer (“CUSTOMER”) with regard to an order placed with INVENTUS, such as the development, design of a prototype or product, the construction of a prototype and/or the provision of any other service, for example the creation of an industrialization plan (hereinafter referred to as “subject matter of the order”) and/or the performance of a product test (hereinafter referred to as “product test”), including future ones, are subject to these General Terms and Conditions (“GTC”) in their current version, irrespective of whether reference is made to them in individual cases. The validity of other general and/or special business and/or other terms and conditions of the CUSTOMER and/or third parties, of whatever kind, is expressly excluded with regard to the business relationship with INVENTUS, INVENTUS hereby expressly objects to the applicability of such other terms and conditions, and silence and/or acts of fulfillment on the part of INVENTUS shall not lead to the applicability of any such provisions.

2 Supplementary or deviating agreements, ancillary agreements and/or assurances or amendments to these GTC, in particular contradictory terms and conditions of the CUSTOMER and/or third parties, require the express, prior, written and signed confirmation of INVENTUS in order to be legally effective in each individual case. Even if INVENTUS refers to a document that contains or refers to the terms and conditions of the CUSTOMER or a third party, this does not constitute agreement to the validity of those terms and conditions.

II. OFFERS, ORDERS AND CONCLUSION OF CONTRACT

1 Unless otherwise stated in the offer, INVENTUS considers itself bound by its offer for 30 days.Offered project phases or offer numbers can also be ordered individually. Orders only become legally effective with the written order confirmation (letter, fax or email) from INVENTUS, but in the absence of such, at the latest with the execution of the ordered service. However, legal validity shall only ever apply to the scope of the corresponding order confirmation or actual service.

2. the offer is made on the basis of the details, information and documents provided by the CUSTOMER regarding the desired specifications, the customer’s infrastructure, any specifics, standards to be complied with, etc. (hereinafter referred to as “customer information”). The customer must answer any queries from INVENTUS immediately and provide the necessary information. The customer is responsible for the accuracy and completeness of the customer information; with the exception of obvious errors, INVENTUS is under no obligation to verify this.

The CUSTOMER is obliged to check offers from INVENTUS immediately. In the absence of an objection within seven working days of receipt, the order confirmation shall be deemed to be correct and fully accepted. In particular, in the absence of such an objection, the requirements for the necessary infrastructure at the customer’s premises, including interfaces and system environment with regard to software, shall also be deemed to have been bindingly confirmed.

INVENTUS must be notified of any changes and requests for additional information at the latest when the order is placed, before receipt of the order confirmation. If this necessitates changes to the order, INVENTUS will check these for feasibility. If these are feasible, but would lead to a change in the scope of delivery, INVENTUS reserves the right to correct the offer or the order confirmation, including the price. Subsequent information that leads to a change in the scope of delivery shall in any case and always be deemed to be change requests subject to a charge.

3 Information in offers and/or order confirmations from INVENTUS that are based on an obvious error, such as a spelling or calculation error, a misnomer, or a comparable oversight, shall not obligate INVENTUS. Rather, the obviously intended declaration shall apply.

4 Unless otherwise stated in the order confirmation, the prices stated in an order confirmation are “ex works” (EXW Incoterms 2010) of INVENTUS, including the costs of packaging the subject of the order. The statutory value added tax is not included in the prices shown; it will be shown separately in the invoice at the statutory rate on the day of invoicing, if necessary.

5. if INVENTUS submits an offer and no order is placed, INVENTUS reserves the right to invoice the CUSTOMER for work and costs for the offer, the cost estimate and/or accompanying documents (e.g. plans).

III. ORDER PROCESSING

1. the aim of the collaboration/cooperation is the creation and delivery of the object of the order or the performance of the ordered product tests. Any requirements and specifications shall be set out separately in a written specification sheet (hereinafter “specification sheet”). The specifications shall become binding upon signature by both contracting parties.

2. only the specifications of the subject matter of the order expressly agreed in the specifications or the execution of the ordered product tests in accordance with the specified parameters are the content and scope of performance. Specifications not expressly designated by the CUSTOMER and not confirmed in writing by INVENTUS are therefore not included in the scope of services and delivery and are not owed.

A prerequisite for the provision of services in accordance with the contract is the timely provision of complete customer information. The CUSTOMER shall ensure that the customer information is available at the latest at the start of the work; any delay or defective performance resulting from a delay, incompleteness or inaccuracy shall not be deemed to be the fault of INVENTUS. Rather, INVENTUS is entitled to claim any resulting additional costs. The same applies with regard to any subsequent requests for customer information by INVENTUS.

Should it become apparent after the order has been placed or during the processing of the order by INVENTUS that further services are to be provided, these must be ordered separately. Article 2 shall apply accordingly to this additional order.

3. INVENTUS shall make every reasonable effort to achieve or carry out the object of the order or the product test in accordance with the agreed specifications. For the provision of the agreed services, the CUSTOMER shall pay INVENTUS the agreed, separately defined remuneration at the correspondingly defined times. Taking into account the risk inherent in every development project that the set goal will not be achieved, the contractual partners expressly state that INVENTUS does not owe success, but only an honest effort. Consequently, INVENTUS is entitled to the agreed remuneration regardless of whether the commissioned service is developed or provided in accordance with the agreed specifications, unless INVENTUS has demonstrably prevented success through gross negligence or willful misconduct.

4 The contracting parties shall also set out a project schedule with milestones in writing in the specifications. Changes to the project schedule shall only be binding if they are made in writing. Deadlines specified in the project schedule are only binding if this is expressly stated in the project schedule. If INVENTUS is late in meeting a deadline in accordance with the project schedule, INVENTUS shall notify the CUSTOMER in writing and propose a possible solution, to which the CUSTOMER shall respond immediately. A change shall be deemed to have been accepted with the written consent of both parties. The CUSTOMER hereby agrees to grant INVENTUS at least one opportunity for subsequent performance.

5 INVENTUS shall report to the CUSTOMER on the activities carried out upon request. The type and scope of the reports shall be based on the scope of services agreed in the specifications. The CUSTOMER must treat the reports and any documents sent in this context, including any internal and external sources, as confidential and may not make them accessible to third parties; the provisions on confidentiality in accordance with these GTC apply. In any case, INVENTUS is not obliged to include information in the documentation that constitutes background information for INVENTUS. The CUSTOMER must check the reports for completeness within 5 working days and request any additions from INVENTUS. Additions that are outside the agreed scope of development must be requested for a fee.

6. the commissioned services are to be provided on the business premises and with the help of the facilities and equipment of INVENTUS – namely the business premises of INVENTUS Development GmbH in St. Anton i. M, Austria. The contracting parties shall specify separately in writing who is to provide any necessary resources and bear the costs of specific investments.

7. if customer-specific tools have to be manufactured or procured for the production of the object of the order or for the execution of the product test, the costs shall be borne by the CUSTOMER. These tools are the property of the CUSTOMER, but are permanently loaned to INVENTUS for the duration of the cooperation. INVENTUS will only use these tools for the fulfillment of the contract and treat them with care.

8 INVENTUS is free to use subcontractors to provide the contractual services.

9. the contractual partners shall each appoint a contact person who shall act as the central point of contact for all questions and concerns in connection with the contractual project. Declarations made by these persons shall be binding for the contractual partner in whose name this person is acting.

It is expressly stated that the services offered do not include any support and/or assistance services by INVENTUS, unless such support and/or assistance services and the corresponding service conditions have been expressly agreed in writing. The obligation to perform ends with the handover of the object of the order or product tests.

10 Insofar as the presence of INVENTUS on the CUSTOMER’s premises is necessary for the proper fulfillment of the order, the CUSTOMER shall provide INVENTUS with separate workstations, including such infrastructure and documents as are necessary for processing. Any travel costs incurred shall be invoiced on presentation of proof. Unless otherwise agreed, travel costs shall be set at € 1.00/km and expenses shall be payable as agreed.

The CUSTOMER shall ensure that INVENTUS employees are provided with the necessary access and access authorizations and skills so that the commissioned task can be carried out. Any omissions in this regard on the part of the CUSTOMER shall be borne by the CUSTOMER, and INVENTUS shall be entitled to compensation for the resulting additional expenses, downtimes, etc.

IV. CHANGE MANAGEMENT

1. the contractual partners shall inform each other of any changes or change requirements regarding the schedule and/or the service to be provided by INVENTUS. The contractual partner in whose sphere the change occurs shall inform the other contractual partner immediately in writing. At the same time, the contractual partner shall propose a possible solution, on which the other contractual partner shall immediately comment. A change shall be deemed to have been accepted with the written consent of both parties.

2. changes in the schedule which occur due to events outside the sphere of INVENTUS or the CUSTOMER shall not trigger a delay. The deadline shall be interrupted for the duration of the event or its rectification, and the deadline in question shall be postponed accordingly.

3. if INVENTUS is responsible for the need for change, the CUSTOMER shall grant INVENTUS a grace period of the required duration at least once. If the CUSTOMER is responsible for the need for change, the corresponding deadlines to be met by INVENTUS shall be interrupted and shall continue to run after the event has ceased. If the interruption lasts more than 30% of the period affected by the change, INVENTUS is entitled to appropriate compensation for the costs incurred in connection with this – e.g. downtimes.

4. if it becomes apparent to INVENTUS that the specifications cannot be fulfilled or cannot be fulfilled with reasonable effort, or if it becomes apparent to INVENTUS that third party rights – e.g. a patent – (hereinafter referred to as “third party rights”) could be infringed in connection with the fulfillment of the order or provision of the subject matter of the order, INVENTUS shall notify the CUSTOMER of this in writing together with the corresponding reasons. This non-fulfillment or this impending infringement of rights constitutes an important reason for termination for INVENTUS and the CUSTOMER. If the CUSTOMER is responsible for the non-performance or if the CUSTOMER has culpably failed to inform INVENTUS of an existing third-party right, this shall be deemed a reason for termination set by the CUSTOMER and INVENTUS shall be entitled to the entire agreed remuneration. INVENTUS is entitled to an aliquot compensation for the services already rendered in the event of non-performance through no fault of INVENTUS or demonstrable lack of knowledge of the third party right through no fault of the CUSTOMER. If INVENTUS is guilty of gross negligence and the CUSTOMER terminates the contract for good cause, INVENTUS must reimburse the services received; any further claims are excluded.

V. ACCEPTANCE

1. INVENTUS is only responsible for making a genuine effort to achieve the specifications. The commissioned work shall in any case be deemed to have been completed when the object of the order meets the agreed specifications or the product test has been carried out in accordance with the specifications. The procedure for determining this shall be agreed between the contractual partners and defined in the specifications.

2. INVENTUS shall contact the CUSTOMER when INVENTUS is of the opinion that the work has been completed. The contracting parties shall agree on a date for the inspection, which may not be more than four (4) weeks after receipt of the notification of completion and shall take place at INVENTUS’s place of business. If the CUSTOMER delays the deadline without good reason, INVENTUS shall be entitled to compensation for the resulting additional expenses, downtimes, etc.

3. the contracting parties shall determine whether the specifications have been met, taking into account the specifications. If minor and insignificant deviations from the specifications are found which do not prevent the proper use or application for the respective, announced purpose of the object of the order, or which do not frustrate the objective of the product test, the specifications shall be deemed to have been fulfilled. However, INVENTUS agrees to correct these within a reasonable period of time. If the CUSTOMER is of the opinion that the specifications have not been met, INVENTUS shall be available for further efforts. INVENTUS will invoice the CUSTOMER accordingly for such activities which are no longer covered by the agreed fee. Should further activities become necessary, INVENTUS agrees to be available for such activities at a reasonable cost, and the contractual partners shall agree on the conditions and specify them in writing.

4. deviations that are not communicated during the review are in any case chargeable changes.

5. the services to be provided shall only include the expressly agreed specifications. In addition, INVENTUS must ensure that the laws, regulations, directives and standards made known to INVENTUS are complied with. Laws, regulations, directives and/or standards not notified to INVENTUS by the CUSTOMER at the latest when the offer is submitted do not have to be complied with.

 
VI DELIVERY

1. unless otherwise agreed in writing in advance, all deliveries shall be made in accordance with the INCOTERMS as amended from time to time, EXW INVENTUS Development GmbH’s premises in St. Anton i. M, Austria. The CUSTOMER shall organize the shipment and bear the corresponding costs. If the CUSTOMER wishes to insure the shipment, he is responsible for this himself. If INVENTUS takes over the organization of shipping, this does not change the time of transfer of risk.

2. the delivery time shall be deemed to have been met if INVENTUS indicates readiness for dispatch within the agreed period.

3. the CUSTOMER expressly agrees to reasonable partial deliveries, will accept these and settle them in accordance with the agreed terms of payment.

4 INVENTUS shall notify the customer of readiness for delivery at least 7 days in advance. INVENTUS shall make the object of the order available for collection in packaging suitable for transportation on the date indicated. Transportation and packaging costs shall be borne by the customer.

5. if the dispatch or provision of the object of the order ready for dispatch, in particular also permissible partial deliveries, is delayed for reasons for which the CUSTOMER is responsible, in particular if the CUSTOMER refuses acceptance, does not collect it, or INVENTUS cannot dispose of the purchase price due in good time, the transfer of risk shall take place upon notification of readiness for dispatch, INVENTUS may store the object of the order concerned at the expense and risk of the CUSTOMER and all costs after the transfer of risk shall be borne by the CUSTOMER.

6. INVENTUS shall inform the CUSTOMER as soon as a delay becomes apparent, for whatever reason. The CUSTOMER shall grant INVENTUS at least two reasonable grace periods, unless this is unreasonable for the CUSTOMER.

7. any delays in delivery which are attributable to the sphere of the CUSTOMER, in particular, for example, in the event of any change requests by the CUSTOMER, shall not constitute a delay and shall lead to a corresponding extension of the delivery period.

8. unforeseeable circumstances and/or circumstances beyond the control of INVENTUS, such as all cases of force majeure, warlike events, official interventions and prohibitions, transport and customs clearance delays, transport damage, energy shortages and labor disputes, which prevent INVENTUS from providing its services, do not trigger a delay in delivery. The aforementioned circumstances shall also entitle INVENTUS to extend the delivery period if they occur at INVENTUS’s suppliers. Furthermore, a delay in delivery or non-fulfillment on the part of INVENTUS’s suppliers does not trigger a delay. INVENTUS will inform the CUSTOMER of such circumstances as soon as it becomes aware of them.

Non-performance or poor performance by INVENTUS, damages and/or other consequences for the CUSTOMER and/or INVENTUS, and in particular additional expenses on the part of INVENTUS resulting from inadequate customer information and shall be borne by the customer to the extent caused thereby, and shall release INVENTUS from its obligations or entitle INVENTUS to invoice the customer for the additional expenses incurred as a result.

9. INVENTUS may withdraw from the contract if, with regard to an event according to paragraph 5 or 8, a termination of the respective event is not foreseeable.

10. if the subject of the order is to be delivered other than by transporter due to its characteristics and nature, it is up to INVENTUS to choose a suitable mode of dispatch – e.g. electronically, by post, etc. – and to communicate this to the CUSTOMER, unless otherwise agreed. The CUSTOMER shall ensure that INVENTUS can deliver accordingly. If delivery is not possible for reasons attributable to the CUSTOMER, INVENTUS shall be entitled to compensation for the resulting additional expenses, downtimes, etc.

VII Remuneration

1 INVENTUS is entitled to the separately agreed remuneration for the services provided. This remuneration agreement must be made in writing and becomes binding upon written acceptance by both contractual partners. Unless expressly stated otherwise in writing, all information on the agreed remuneration or other prices is to be understood as net, so that in particular no taxes, customs duties, fees, etc. are included, but are to be borne by the customer/client.

2. individual payments must be transferred to the account specified by INVENTUS within 30 days of the occurrence of the relevant event triggering the payment and receipt of the invoice. Payment shall be deemed to have been made when the agreed amount is freely available to INVENTUS at the registered office of INVENTUS. On request and by agreement, 30% of the agreed remuneration can be made due when the order is placed or partial payments can be agreed.

3. should it transpire that, due to unexpected circumstances, for whatever reason, the costs of the actual services are not fully covered by the agreed fee, INVENTUS shall notify the CUSTOMER immediately and send the CUSTOMER an overview of the expected additional costs, including the reasons. The CUSTOMER shall respond within 7 working days. If no agreement is reached, INVENTUS shall be entitled to terminate the contract for good cause.

4. if the CUSTOMER is in arrears with the agreed payments, INVENTUS is entitled to withhold the services until the agreed amount has been received. INVENTUS reserves the right to provide the agreed services only on presentation of an unconditional and unlimited bank guarantee from an Austrian banking institution, which ensures payment on first demand.

5. offsetting against claims of INVENTUS is only permitted if the counterclaim is undisputed or has been legally established.

VIII. TRANSFER OF OWNERSHIP

INVENTUS reserves the right of ownership to the object of the order until full payment of the due purchase price by the CUSTOMER. In the event of further processing of the object of the order or its integration as an inseparable component of an overall item, INVENTUS shall acquire co-ownership of the new overall product according to the value ratio of the components. Until revoked, the CUSTOMER is entitled to resell the object of the order or the overall product resulting from the processing in the course of its ordinary business operations subject to retention of title. Until the purchase price has been paid in full, the CUSTOMER assigns to INVENTUS all claims to which he is entitled from the resale of the object of the order in a separate form or as part of a complete product in the amount of the value of the object of the order. The CUSTOMER is entitled and obliged to collect the assigned claims from his customers until further notice. INVENTUS can inform the CUSTOMER’s customer of the assignment at any time and INVENTUS is entitled to secure the object of the order or the entire product or to request the customer to make direct payment to INVENTUS in the corresponding amount if the CUSTOMER does not fulfill his contractual obligations, in particular if he handles the object of the order improperly or defaults on payment of the purchase price. The execution of the surrender and the provision of security shall not be deemed a withdrawal from the contract and shall not cancel the CUSTOMER’s obligations, in particular to pay the purchase price.

IX. Intellectual property

1. at the time of conclusion of the contract, both contracting parties have industrial property rights and/or know-how which already exist on the part of the respective contracting party at the time of conclusion of the present agreement, are in the process of being registered and/or have already been granted (hereinafter referred to as “Background”). It may be necessary for the CUSTOMER to make its Background available to INVENTUS for the activities relating to the subject matter of the order. INVENTUS is entitled to use the CUSTOMER’s Background for and within the scope of the contractual development activities or services.

2 For the contractual services, INVENTUS shall apply its existing knowledge, in particular background knowledge, to the extent necessary for the fulfillment of the order. All relevant industrial property rights or intellectual property rights – in particular patent, trademark, design, copyright or other design rights, and/or rights to know-how and commercial, technical and procedural information – are the sole property of INVENTUS and remain with INVENTUS. Unless expressly agreed otherwise in writing, the CUSTOMER shall not be granted any rights to this INVENTUS background, in particular no rights of use.

INVENTUS is also solely entitled to the ownership and rights to all improvements, further developments and/or other continuations of its own background. INVENTUS is not obliged to report to the CUSTOMER on such “in-house developments”. The granting of any rights of use to such proprietary developments must also be agreed separately, whereby entering into such contractual relationships is at the discretion of each of the two contractual partners.

3. if background from INVENTUS is demonstrably indispensable for the CUSTOMER for the use of the subject matter of the order or the product tests (burden of proof lies with the CUSTOMER), the contractual partners shall negotiate the conditions of a possible provision of this background by INVENTUS to the CUSTOMER against payment. In any case, any right of use granted to the CUSTOMER to the background of INVENTUS is subject to a fee, non-exclusive, non-transferable, limited to the use of the subject matter of the order or product tests by, for or on behalf of the CUSTOMER and for the purposes of the CUSTOMER, but is subject to the contractual payment of the agreed license fees by the CUSTOMER. In the event of a risk of the background know-how becoming known, prior written approval must be obtained from INVENTUS before such use. INVENTUS expressly reserves the right to exclude certain background from licensing.

4. the regulation of those rights to the object of the order or the result of the product test, which are not in-house developments, shall take place separately, e.g. in the specifications. The services delivered to the CUSTOMER shall be treated confidentially by the CUSTOMER until a corresponding regulation has been found, and the rights shall remain with INVENTUS. In any case, the CUSTOMER may not register any industrial property rights relating to the subject matter of the order and/or an object derived from it, the design/form, the content, the application and/or execution, the relevant technology and/or the corresponding technical solution. Any applications for industrial property rights require the prior agreement and consent of INVENTUS. In particular, any applications for industrial property rights may not contain any background from INVENTUS.

X. Secrecy

1. the CUSTOMER and INVENTUS shall provide each other with various “Confidential Information” with regard to the commissioned service, in particular in the form of documents, application explanations or diagrams, drawings, formulas, calculations, figures, specifications and the like – in paper or electronic form, such as materials, samples or verbal explanations. In addition, the information and results provided by INVENTUS to the CUSTOMER, including the subject matter of the order or the product test and information relating thereto, are Confidential Information. Both contracting parties shall keep any Confidential Information received from the other contracting party secret and shall not disclose it to any third party without prior written approval in each individual case, neither individual parts thereof nor in its entirety, and neither in the form as received/developed nor in modified and/or edited form. The contracting parties shall ensure that all Confidential Information is properly protected against theft, damage, loss or unauthorized access. The contracting parties shall not attempt to draw any findings or conclusions from the Confidential Information, nor to trace or examine the information on which they are based, either by observation, investigation, reconstruction or testing.

2. this confidentiality obligation shall also apply to all employees of the contracting parties and/or third parties who are in any other contractual relationship with the contracting party, irrespective of the type of contractual relationship and the applicable legal provisions, and the contracting parties undertake to impose a confidentiality obligation on such persons corresponding to this confidentiality obligation and to remind these persons of this obligation on a regular basis.

3. neither party shall use the Confidential Information for any purpose other than the contractual purposes, namely the performance of the subject matter of the contract. Notwithstanding this, the contracting parties shall be entitled to use the Confidential Information for the purpose of exercising and exercising the rights to which they are entitled under this agreement to the extent absolutely necessary and with the greatest possible protection of the confidentiality interests of the other contracting party, and in compliance with other agreed restrictions. In the event of the granting of a right of use to Background from INVENTUS, the CUSTOMER shall ensure confidentiality by any subcontractors.

XI. Warranty, liability

1. with regard to the commissioned services, INVENTUS shall only ever be responsible for making an honest effort to achieve the object of the order and for deploying suitable personnel and resources. INVENTUS assumes no guarantee or liability, in particular not for the development or construction of the subject matter of the order in accordance with the specifications and/or the successful execution of a product test.

2. if the CUSTOMER requests the provision/implementation of the subject matter of the order and/or the product test in accordance with a concrete concept or concrete specifications of the CUSTOMER, or if the CUSTOMER requests the use of certain specified solutions and/or technologies, the CUSTOMER shall ensure that these themselves and their application/use are free of third-party rights and that INVENTUS is not threatened with any negative consequences (e.g. security risks during implementation) during implementation. In this context, the CUSTOMER shall indemnify INVENTUS in full against all third-party claims asserted against INVENTUS due to the infringement of such third-party rights, as well as against all other consequences, shall hold INVENTUS harmless, indemnify it against legal action and execution and shall undertake to compensate INVENTUS for all damages, costs, expenses and disadvantages arising in this context, in particular also from an indirect patent infringement.

3. with regard to the contractual services, INVENTUS confirms that INVENTUS performs the corresponding development activities itself or, if subcontractors are involved, ensures that the contractual obligations are met. Furthermore, INVENTUS does not assume any warranty, liability or other responsibility, in particular not for ensuring that the contractual services to the CUSTOMER do not conflict with the rights of third parties and/or that the use/application of the subject matter of the contract or product tests does not infringe the rights of third parties.

4 It is expressly stated that INVENTUS shall only provide the CUSTOMER with prototypes, (development) samples, demonstrators and the like. The contracting parties agree that these are for the purpose of testing and/or checking the progress of development, but that they are not suitable for actual use. All actuators and the control unit are merely prototypes that require further adjustments before they can be used in production. Operation may only be carried out by trained specialist personnel; any INVENTUS specifications must be strictly adhered to. In particular, use in critical and safety-relevant applications is not permitted. Consequently, INVENTUS assumes no warranty for any properties and/or liability for circumstances, damage and other consequences in connection with such prototypes, (development) samples and demonstrators or their use and operation.

Any industrialization plans developed contain suggestions and possibilities. Due to the dependence on countless and unforeseeable factors outside the sphere of influence of INVENTUS, however, these do not claim to be complete and no guarantee of success is given – not even in the case of exact compliance.

Product tests are carried out in accordance with the CUSTOMER’s specifications, in a specific environment and in compliance with certain parameters and serve to check the possibilities, properties or similar specified by the CUSTOMER. Consequently, the significance of these product tests is always limited and must be considered under these premises, and these product tests make no claim to general validity and conclusive certainty.

5 While INVENTUS’s liability for intent, gross negligence and personal injury is governed by the relevant statutory provisions, INVENTUS’s liability in all other cases is limited as follows: INVENTUS is only liable for damage to the implemented object of the order or to the performed product test itself. This means that all other types of damage and consequential damage, such as in particular damage caused by defects, consequential damage and/or collateral damage, operating losses, indirect damage, pure financial loss, damage from recalls or return activities, as well as loss of profit and/or comparable claims, are excluded. The amount of liability is in any case limited to the applicable liability insurance sum, which is at least EUR 100,000.

XII. Contract term, termination

1. the cooperation between the CUSTOMER and INVENTUS regarding an object of the order or a product test begins with the acceptance of the offer and with the written agreement of the contractual partners on the specifications, is concluded for the duration of the corresponding cooperation, and ends with the acceptance of the object of the order or with the delivery of the product test.

2 The right of both contracting parties to terminate the cooperation at any time for good cause shall remain unaffected. To this end, the affected contractual partner shall notify the other contractual partner giving the reason for termination in writing of the breach of contract and set it a reasonable deadline for ending the breaching behavior. If the deadline set expires without the breach of contract being ended, the termination shall take effect on the day following the last day of the deadline set.

In addition to the reasons listed in the relevant provisions, important reasons that entitle INVENTUS to extraordinary termination include in particular

– a delay in payment by the CUSTOMER on more than two occasions,

– a breach of the CUSTOMER’s confidentiality obligation,

– violations of the law by the CUSTOMER, in particular e.g. violations of applicable war weapons laws, medical device laws, and/or mandatory statutory export/import restrictions, as well as

– a lack of creditworthiness or changes in the CUSTOMER’s credit rating.

3. the provisions on confidentiality and the granting of rights shall remain unaffected by the termination of the cooperation for as long as this is permissible under the relevant legal provisions, but in any case for a period of five (5) years after termination of the contract. Any time limitation of the continued validity of a provision shall not affect the continued validity of other provisions.

4. after termination of the cooperation, INVENTUS and the CUSTOMER are generally obliged to return the Confidential Information to the other contractual partner within 14 days and to delete any copies of data carriers. This does not apply if this conflicts with statutory retention obligations or if a return or final deletion is not possible for system-related reasons (e.g. automatic back-ups). The post-contractual confidentiality obligation applies irrespective of the obligation to return.

XIII General provisions

1. should one of the provisions of these GTC be or become invalid, the remainder of the agreement shall not be affected thereby and the contracting parties shall replace the provision in question with a new, valid provision that most closely corresponds to the purpose of the contract.

2. the contracting parties undertake to transfer the rights and obligations arising from this agreement to their legal successors, regardless of their nature, and each contracting party shall be responsible to the other for compliance with the provisions by such third parties. Otherwise, the rights and obligations arising for the contractual partners from and/or in connection with this agreement are not transferable without the consent of the respective other contractual partner, except on the part of INVENTUS to companies of the INVENTUS group of companies.

3. amendments and additions to this agreement must be made in writing to be legally effective, whereby this formal requirement can only be waived in writing. Insofar as a declaration is to be made “in writing” or “in written form” in accordance with this agreement, this declaration must be signed by the persons authorized to duly represent the respective contractual partner by means of a handwritten signature or by means of a notarized signature and sent to the other contractual partner as an original or by fax. This written form cannot be replaced by electronic form.

4. with regard to its subject matter, this agreement shall take precedence in full over any older agreements between the contracting parties. If the contracting parties conclude a development contract in addition to these GTC, the provisions of the development contract shall take precedence over the provisions of these GTC. The specifications shall supplement these GTC and shall only amend them if this is expressly stipulated therein with regard to the corresponding provision.

5. in relation to consumers, the provisions of this contract shall only apply insofar as they do not contradict relevant mandatory statutory provisions, in particular those of the Austrian Consumer Protection Act.

XIV Applicable law, place of jurisdiction

1 These GTC shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules.

2. if the CUSTOMER is not domiciled in an EU member state, Iceland, Norway or Switzerland, all disputes arising out of and/or in connection with these GTC or the present contractual cooperation and/or relating to their breach, termination or nullity shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator chosen by the contracting parties and appointed in accordance with these Rules in the absence of agreement. The place of arbitration shall be Zurich, Switzerland; the language of arbitration shall be German. The arbitral award shall be final and binding and both contracting parties waive any right to challenge the arbitral award before ordinary courts and/or other state authorities.

Notwithstanding this jurisdiction agreement, INVENTUS reserves the right to seek injunctive and/or injunctive relief from any and all authorities of any kind, including state courts, in any jurisdiction.

If the CUSTOMER is permanently domiciled in an EU member state, Iceland, Norway or Switzerland, the exclusive place of jurisdiction shall be the competent court for Feldkirch, Vorarlberg, Austria.