General Terms and Conditions for Deliveries and
Services* of COMLINE Computer + Softwarelösungen SE,
Hamburg

*This English translation is provided for convenience reasons. For legal interpretation purposes, the German version is the only version that shall prevail.

Status as of 7th April 2026

1. General provisions

1.1 All orders or other services are accepted by COMLINE Computer + Softwarelösungen SE (“COMLINE”) exclusively pursuant to the following Terms and Conditions (“T&C”). Differing terms and conditions of the CUSTOMER that COMLINE does not expressly acknowledge shall not apply. This shall also be the case if we, despite being aware of the CUSTOMER’s conflicting or deviating terms and conditions, provide our services without reservations.

1.2 These General Terms and Conditions for Deliveries and Services apply to all present and future business provided to the CUSTOMER by COMLINE, even if COMLINE renders delivery without reservation while being aware of contrasting or varying terms and conditions.

2. Conclusion of the agreement (“Agreement”)

2.1 COMLINE’s offers are without obligation, unless otherwise expressly agreed upon. The Agreement shall be deemed concluded at the moment of express acceptance, in particular by way of order confirmation (including by email) or performance of service by COMLINE.

2.2 Documents belonging to the respective offer such as illustrations, drawings, data on weights or dimensions only contain guide lines and do not constitute a description of quality or condition if not explicitly referred to as binding.

3. Plans and technical documents

Unless otherwise agreed COMLINE reserves all rights, in particular property rights and intellectual property rights (including right of use and patents) and other rights regarding plans, data collections and databases, user and development documentation, manuals, designs, blueprints, proceedings, specifications, detailed concepts, ideas and other concepts or documents (hereinafter the “Documents”) which are handed over to the CUSTOMER by COMLINE. The CUSTOMER must treat the documents confidential and may not, without prior written consent by COMLINE, disclose them to third parties.

4. Delivery and performance of service

4.1 COMLINE undertakes to perform and deliver its services always as soon as possible. Dates scheduled by COMLINE are always non-binding estimates only, unless service or delivery deadlines are expressly agreed upon as binding. Service or delivery deadlines shall commence with the conclusion of the Agreement, unless otherwise agreed. Fixed deadlines must be explicitly referred to.

4.2 The observance of deadlines for deliveries and other services by COMLINE is contingent upon the timely receipt of all documents, necessary permits and releases to be made available by the CUSTOMER and on the performance of the agreed conditions of payment and other obligations by the CUSTOMER. If these conditions are not fulfilled in time the periods shall be extended respectively unless COMLINE is responsible for the delay.

4.3 COMLINE is not obliged to deliver systems until the CUSTOMER and COMLINE have reached a binding agreement about the installation conditions at the place of installation.

4.4 In the event of force majeure or other events that were unforeseeable at the time the Agreement was concluded and that COMLINE, despite exercising reasonable care under the respective circumstances, was unable to avert (events such as war, natural disasters, business disruptions, lawful strikes, lockouts, pandemics/epidemics or official orders), then the time for performance shall be extended by the duration of the respective hindrance plus a reasonable start-up period. The aforementioned provision applies irrespective of whether the event in question affects the performance of COMLINE or of COMLINE’s supplier or sub-supplier (reservation of selfsupply). In case of a defective performance which is permanent or endures for longer than six (6) months, both parties have the right to withdraw from the entire Agreement or parts thereof. In this case, COMLINE will inform the CUSTOMER without undue delay about the unavailability of the performance. In case of withdrawal, the CUSTOMER is not obliged to perform the consideration and shall be paid back his advance payment without undue delay. Where events such as those mentioned above renderperformance impossible or unreasonable, and if COMLINE is not responsible for such events, COMLINE shall be entitled to withdraw from the Agreement in whole or, where parts of the Agreement have already been performed, from the parts not yet performed. Under such circumstances, the CUSTOMER shall not be entitled to claim damages against COMLINE. Any statutory rights of withdrawal remain unaffected thereby.

4.5 COMLINE may adopt amendments to specifications for the underlying orders to the extent reasonable (zumutbar) for the CUSTOMER. In particular, amendments are reasonable if no impact on the performance by COMLINE or the quality of the delivery item is given.

4.6 The risk of accidental loss and the accidental deterioration of the goods shall pass to the CUSTOMER, if delivered directly: at the time of handing over; in case of a dispatch sale (Versendungskauf): at the time of handing over the goods to the carrier (Spediteur or Frachtführer) or to the person or institution engaged with performing the shipment. Handover shall also be deemed to have taken place if the buyer is in default of acceptance. In case of performances regarding the creation of goods, the risk of accidental loss and the accidental deterioration passes to the CUSTOMER upon acceptance (Abnahme). Where the Customer is in default of acceptance, the risk shall pass to the CUSTOMER. Where COMLINE, at the CUSTOMER’s request, sends the respective work to a location other than the place of performance, the risk of accidental loss and accidental deterioration shall pass to the CUSTOMER as of the time at which the goods in question are provided to the freight forwarder, carrier or other person or institution commissioned to perform the delivery.

4.7 COMLINE reserves the right to adjust the prices of the agreed-upon goods and the corresponding quantities at equitable discretion (§ 315 BGB [German Civil Code]) if, after the conclusion of the contract but prior to shipment, unforeseeable changes in cost factors or service restrictions occur that are beyond COMLINE’s control. These include price adjustments by manufacturers or suppliers, additional costs resulting from legal or regulatory measures—i.e. the introduction or increase of tariffs—and shortages of materials and resources through no fault of our own, as well as associated supply restrictions imposed by manufacturers or suppliers. Prices and/or quantities will be adjusted only to the extent that actual delivery or cost factors have changed since the contract was concluded. COMLINE will notify the CUSTOMER in writing of the change and its causes. In the event of a price increase of more than 5% of the total net price of the goods or a reduction in quantity of more than 5% of the goods, the CUSTOMER is entitled to withdraw immediately, but no later than within a period of 7 calendar days after receiving the notice of change, free of charge from the part of the contract affected by the adjustment (affected delivery items) by providing written notice.

5. The CUSTOMER’S duties to cooperate

5.1 The CUSTOMER shall provide COMLINE with the support it requires to perform its services.

5.2 The CUSTOMER undertakes to make any decisions due in connection with performance of the Contract promptly and to communicate them accordingly.

5.3 The CUSTOMER is as soon as the Agreement has been concluded in particular obliged to take all precautions necessary to ensure the prompt commencement and execution of the services to be rendered by COMLINE, provided that such precautions lie within the CUSTOMER’S responsibility.

5.4 Where the CUSTOMER fails to comply with its duties to cooperate, be it in full, in part or in terms of timeliness, COMLINE shall be released from its own duties to perform to the extent that its services are hindered or made more difficult by the CUSTOMER’S failure to perform. Moreover, the CUSTOMER shall be obliged to provide COMLINE with commensurate compensation for any additional expenses incurred as a result of such failure to perform.. Further contractual and/or statutory claims or rights on the part of COMLINE, including, in particular, damages claims and rights of termination, remain unaffected.

6. Software as delivery or service item

If software is the object of delivery or service, the following supplementary conditions shall apply:

6.1 Unless otherwise agreed, COMLINE delivers software solely in the objects code, thus in a mechanically readable form; the provision of the source code is not owed.

6.2 COMLINE may offer updates or upgrades after handing over the software; however, COMLINE is not obligated to do so. The provision of updates and upgrades is subject to separate contracts if and to the extent the updates and upgrades are not provided in connection with the implied warranty.

6.3 The provision of software documentation is subject to an express agreement. If COMLINE is committed to deliver documentation, the handing over in electronic form is sufficient.

6.4 If no other agreements have been made the CUSTOMER is hereby granted a non-exclusive licence to use the software on a single workstation or to reproduce the software, if and to the extent the reproduction is necessary for the contractual use of the program. Necessary reproductions are, in particular, the installation of the program on the computer as well as the necessary loading of the program into the random access memory.

6.5 The right of use is granted for a limited period of time for the duration of the contract. Insofar as a software purchase is agreed upon, the right of use is deemed to be permanently granted. If the right of use is limited to the agreed period of time, the CUMSTOMER may only use the software on the hardware mentioned in the contractual documents and, in case of lack of such description, on the hardware, which was delivered with the software. The use of the software on another device requires the express written consent of COMLINE.

6.6 A simultaneous use of the software on several devices, several workstations or within a network, is only permitted if COMLINE grants an appropriate right of use or the parties agree that COMLINE has to provide the authority in another way. The scope of permitted methods of reproduction has to be described precisely. With regard to the cases named above (hereinafter referred to as „Multiple Licenses“) the following provisions shall apply: Subject to further limitations a transfer of Multiple Licenses is only permitted if the license is transferred fully and with all delivered devices relating to the software. The CUSTOMER shall keep records about the whereabouts of the reproductions if these reproductions are not merely temporary and provide these records to COMLINE on demand.

6.7 If COMLINE provides the CUSTOMER with an update or upgrade of the software the CUSTOMER receives – subject to other deviating agreements – the same rights the CUSTOMER had with regard to the release version or the earlier software version and the CUSTOMER has the same obligations agreed
upon for the release version or the earlier version of the software.

6.8 In the event COMLINE provides the CUSTOMER with a third party software, the license conditions of the third party shall apply in addition to the conditions of this Agreement if COMLINE informed the CUSTOMER about the validity of the license conditions and has given the possibility to take notice of its content in due time and in a reasonable way.

6.9 As far as COMLINE provides to the CUMSTOMER so called open source software, COMLINE shall inform the CUSTOMER. The CUSTOMER may use the software as intended by law (Section 69d of the German Copyright Act (UrhG)). The CUSTOMER may acquire further rights by concluding a free open source license directly with the respective rights owners. If and to the extent the open source license applicable to the software provides that with the object code of the software the source code shall be made available as well, contrary provisions of this Agreement shall not apply to the respective open source license.

7. Acceptance of work performances (Werkleistungen)

7.1 To the extent the law or the Agreement between COMLINE and the CUSTOMER for certain performances provide for an acceptance, COMLINE notifies to the CUSTUMER the completion of the performance, then the CUSTOMER shall in accordance with the following provisions be obliged to accept the contractual performance; it may be agreed upon a trial operation prior to acceptance.

7.2 The acceptance includes all contractual performances; partial acceptances are permitted. Acceptance may not be refused due to minor defects.

7.3 The CUSTOMER has to accept the performance provided by COMLINE upon request and to confirm so in writing (declaration of acceptance). Any minor defects detected shall be mentioned in the declaration of acceptance.

7.4 If a trial operation (Probebetrieb) is agreed, acceptance shall be deemed to have been made if the CUSTOMER does not reject acceptance in writing by mentioning his reasons for rejection within two weeks upon termination of the trial operation.

7.5 Section 640 para. 2 of the German Civil Code (BGB) remains unaffected by the provisions of this Section 7.

7.6 Some products might include chosen and carefully overhauled parts which correspond to new parts in performance. These parts are electronic components which are customarily not subject to wear and tear.

8. Invoicing

8.1 The CUSTOMER hereby consents to also having invoices sent electronically to the electronic address provided by the CUSTOMER. Such consent shall also extend to any follow-up correspondence relating to invoices, in particular to reminders. The CUSTOMER waives the right to have invoices as well as any reminders that may be necessary sent by post. This does not apply, if the CUSTOMER has expressly requested that COMLINE sends invoices by post. Invoices sent by electronic means shall be valid without a signature.

8.2 The CUSTOMER undertakes, as the recipient, to ensure that COMLINE is able to properly deliver all electronic invoices to the electronic address provided by the CUSTOMER and to adapt any technical tools such as firewalls accordingly. Automated electronic replies to COMLINE (e.g. out-of-office messages) do not impede successful deliveries.

8.3 The CUSTOMER shall notify COMLINE without undue delay, in writing and in a legally valid form, of any changes in the electronic address to which the invoice is to be sent. Invoices sent to the electronic address last provided by the CUSTOMER shall be considered received for as long as the CUSTOMER has not notified COMLINE of changes regarding its electronic address.

8.4 The CUSTOMER may at any time revoke its consent to having invoices sent to it electronically. Such revocation must be issued in writing. Once COMLINE has received and processed such notice of revocation, it will send the CUSTOMER invoices by post, addressing these to the postal address last provided to COMLINE.

9. Prices / Payment

9.1 Payment shall be effected by the CUSTOMER in accordance with the agreed terms of payment. Unless otherwise agreed, invoices shall be due for payment immediately after receipt. If the CUSTOMER fails to pay an instalment within fourteen (14) days after receipt and the due date of the invoice, the CUSTOMER is in default (Verzug) without a warning notice being required, except where performance is prevented by any event outside the CUSTOMER´s sphere of responsibilities.

9.2 Unless otherwise agreed, all prices are quoted in net prices; the value added tax valid on the day of billing will be added.

9.3 COMLINE shall not be obliged to discount checks and bills of exchange. Bills of exchange or checks are accepted only on account of payment. If COMLINE accepts such payment procedure COMLINE shall be entitled to charge such discount and collection charges as are customary in the banking business. Discounts and allowances are due immediately.

9.4 If the CUSTOMER is in default of payment, COMLINE shall be entitled to charge default interest at the statutory rate. The assertion of further damage caused by default shall remain unaffected.

9.5 With regard to agreements with service deadlines of more than four (4) months COMLINE reserves the right to increase prices in case of changes of employment costs and material costs for which COMLINE is not responsible. This applies also to the actual delivery periods if a date is not determined.

9.6 The CUSTOMER may offset against claims of COMLINE only with counterclaims that are uncontested, ready for decision, or legally established. The exclusion of set-off does not apply to counterclaims that are reciprocal to COMLINE’s main service and that relate to the core of the contract.

9.7 The CUSTOMER may only exercise a right of retention with regard to counterclaims if the CUSTOMER‘s counterclaim is based on the same contractual relationship. In case of a continuous business relationship, every order is classified as a separate contract.

9.8 In case of orders for delivery of systems with an amount of more than EUR 50,000.00 (excluding value added tax)– if not agreed otherwise – 50% of the agreed price shall be due when the order is confirmed, 40% at delivery and the rest after setting and notification of the operational readiness.

10. Retention of Title

10.1 The delivery items and also the items which were added by reparations (“Reserved Goods”) shall remain the sole property of COMLINE until each and every claim against the CUSTOMER resulting from claims of the respective agreement has been fulfilled (“Retention of Title”).

10.2 The CUSTOMER shall be obliged to treat the Reserved Goods carefully. For the period of time in which Retention of Title is valid, the client is not permitted to pledge the goods or transfer the goods by way of security. The resale of the goods is only permitted to retailers in the ordinary course of
business and only under the condition that the retailer receives payment from his own customer, or that he has made the reservation that ownership is not transferred to his customer until that customer has fulfilled his financial obligations. The CUSTOMER hereby transfers to COMLINE all claims resulting from the resale of the goods. COMLINE herewith accepts the assignment. The CUSTOMER shall be entitled until revocation to collect claims from resales. COMLINE reserves the right to collect such claims directly from the end costumer, if and to the extent the CUSTOMER is in default with its payment obligations.

10.3 Should the CUSTOMER act contrary to the terms of this Agreement, in particular by default in payment, COMLINE may withdraw from the Agreement after having set a reasonable deadline and claim back the Reserved Goods and / or claim compensation.

10.4 The CUSTOMER shall notify COMLINE without delay in the event of pledges, seizures or other dispositions or interference by third parties with regard to COMLINE´s ownership of the Reserved Goods.

10.5 If the CUSTOMER combines or processes the Reserved Goods with other goods to an new product in a way that the CUSTOMER becomes the owner of the new product (Section 947 para. 2 BGB), the CUSTOMER shall assign to COMLINE joint ownership shares in any such new product – in relation of the invoice values for the Reserved Goods to the value of the new item resulting from such combination. The part that is co-owned shall be deemed to be a Reserved Good.

10.6 Throughout the Period of Retention of Title, the CUSTOMER shall insure the Reserved Goods sufficiently to cover their replacement value against all pertinent risks such as fire, water, burglary or theft and give access to the insurance policies upon request. The CUSTOMER hereby assigns to COMLINE as security any and all claims resulting from the insurance. COMLINE accepts this assignment and declares re-assignment to the CUSTOMER on the condition
that this re-assignment will be effective as soon as Retention of Title is forfeited.

10.7 If and to the extent the combined value of the security rights of COMLINE exceeds the value of all secured claims by more than 20% COMLINE shall release a relevant part of the lien at the request of the CUSTOMER. The choice of the securities to be released is at COMLINE´s discretion.

11. Defects

11.1 The CUSTOMER has to inspect the delivered goods for evident defects immediately, at the latest within a time limit of two weeks commencing with delivery by giving an official written notice to COMLINE. All warranty claims pertaining to such defects shall be excluded upon the expiration of this
term. The same shall apply if the CUSTOMER does not notify to COMLINE in writing non-obvious defects without undue delay after becoming aware of it.

11.2 The rectification of defects by way of subsequent performance (Nacherfüllung) shall firstly be performed at COMLINE´s discretion either by fulfilment of warranty through subsequent improvement (Nachbesserung) or by subsequent delivery (Nachlieferung). Replaced parts remain the property of COMLINE.

11.3 If the subsequent performance failed, the CUSTOMER may require a reduction in price (impairment (Minderung)), or the rescission of the Agreement (withdrawal (Rücktritt)), taking into account the additional statutory requirements, or – subject to the additional requirements set out in Section 12 of these Terms and Conditions – compensation for harm or reimbursement for fruitless expenses. The subsequent performance shall be considered to have failed after two unsuccessful attempts, unless this is incompatible with the type of goods or defect, or in any other circumstances where further attempts are reasonable to the CUSTOMER. The withdrawal from the Agreement does not exclude the right for compensation.

11.4 Any claims for defects shall be time-barred one year as of delivery (for claims regarding purchase agreements) or, insofar as acceptance is required, as of acceptance (for claims regarding agreements for work). This shall not be applicable to CUSTOMER‘S damage claims for culpable injury to life, body or health and claims for damages based on intentional misconduct or gross negligence, or where defects have been fraudulently concealed; the corresponding statutory time limitations apply to these claims.

12. Liability / Compensation / Reimbursement for expenses

12.1 COMLINE shall be liable without limitation towards the CUSTOMER if the CUSTOMER asserts claims for damages which are based on intent or gross negligence as well as in cases where COMLINE has given a quality warranty for the product or where defects have been fraudulently concealed.

12.2 In case of culpable injury to life, body and health, COMLINE shall be liable without limitation.

12.3 In other cases of ordinary negligence, COMLINE is liable only if and to the extent an obligation has been violated which is of particular importance for the achievement of the contractual object (Major Obligation). The term Major Obligation describes the abstract duties being essential for
the execution of the Agreement and which the respective party may generally reasonably rely upon. If a Major Obligation is infringed by slight negligence, the liability of COMLINE is limited to the damage which is considered foreseeable and typically occurring upon completion of contract.

12.4 Liability pursuant to the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

12.5 Any liability of COMLINE exceeding the afore-mentioned is excluded. The afore-mentioned provisions apply mutates mutandis to the obligation to compensate for fruitless expenses.

13. Final provisions

13.1 Cancellations, amendments and additions to the Agreement and all other legally relevant declarations of the parties must be in the statutory written form. This shall also apply to amendments to this written form requirement itself.

13.2 Place of jurisdiction for all disputes arising from the Agreement is – if the CUSTOMER is a general merchant pursuant to the German Commercial Code (HGB), a public entity under public law or a special fund under public law – Hamburg. However, COMLINE is also entitled to sue the CUSTOMER at his place of business.

13.3 These Terms and Conditions and the complete legal relationship between the CUSTOMER and COMLINE shall be exclusively governed by German law. The application of the United Nations Convention for the International Sale of Goods (CISG) is excluded.

13.4 Should individual terms of this Agreement be or become inoperative this shall not affect the remaining terms of this Agreement. The parties undertake to replace ineffective provisions with new provisions that come as close as possible to the economic purpose of the ineffective provision.