General Sales, Delivery and Service Terms (AVLLB)

1. DubbeDynamics GmbH provides technical consulting, engineering, project management, procurement support, documentation, service and delivery services, in particular in the field of industrial plants, apparatus, machines, components, custom manufacturing and technical process solutions.

2. These General Sales, Delivery and Service Terms govern the legal basis for offers, deliveries and services of DubbeDynamics GmbH towards entrepreneurs and other commercial principals.

1. These General Sales, Delivery and Service Terms ("AVLLB") apply to all offers, contracts, deliveries, services and other business relationships of DubbeDynamics GmbH, Bad Dürkheim, Germany ("DubbeDynamics"), towards entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law ("Customer").

2. These AVLLB do not apply to consumers within the meaning of § 13 BGB.

3. Conflicting, supplementary or deviating terms and conditions of the Customer do not become part of the contract unless DubbeDynamics expressly agrees to their validity in writing. This consent requirement also applies where DubbeDynamics performs services without reservation in knowledge of the Customer's conflicting or deviating conditions.

4. These AVLLB also apply to future business relationships with the same Customer without DubbeDynamics having to refer to them again.

5. Individual written agreements — in particular individual contracts, order confirmations, technical specifications, Incoterms provisions or quality assurance agreements — take precedence over these AVLLB insofar as they contain expressly deviating provisions.

1. Offers by DubbeDynamics are subject to change and non-binding, unless expressly designated as binding in writing.

2. A contract is only concluded by written order confirmation from DubbeDynamics, by signing an individual contract, or by DubbeDynamics commencing performance.

3. Drawings, illustrations, technical descriptions, weight, dimension, performance and consumption data are only binding insofar as they are expressly designated as binding in writing.

4. In the event of contradictions between contract documents, the following order of precedence applies: (1) individually negotiated written agreement, (2) order confirmation from DubbeDynamics, (3) technical specification or requirement specification, where confirmed in writing by DubbeDynamics, (4) these AVLLB, (5) statutory provisions.

5. Amendments, supplements and ancillary agreements require written form. This also applies to the amendment of this written-form requirement.

1. The specific scope of performance results exclusively from the order confirmation, the individual contract, the expressly confirmed technical specification or an expressly agreed description of services.

2. Depending on the order, DubbeDynamics provides in particular engineering, consulting, planning, project management, expediting, procurement support, documentation, testing, service, commissioning support and delivery services for machines, apparatus, components, spare parts and custom manufacturing.

3. Insofar as DubbeDynamics provides consulting, engineering, planning, project management or support services, these are — unless a specific result is expressly agreed in writing — service or support performances. A specific economic, technical or official result is only owed if this is expressly agreed in writing.

4. For customer-specific custom manufacturing, designs, modifications or system solutions, the basis of performance is exclusively the technical status agreed in writing at the time of the order confirmation. Subsequent changes are deemed change requests pursuant to § 8 of these AVLLB.

5. DubbeDynamics is entitled to engage suitable subcontractors, suppliers or other vicarious agents for performance, provided no legitimate interests of the Customer conflict.

1. All prices are net in euros, plus applicable statutory VAT, unless expressly agreed otherwise in writing.

2. Unless expressly agreed otherwise in writing, prices for deliveries are FCA Bad Dürkheim, Germany, in accordance with Incoterms® 2020.

3. Packaging, transport, insurance, customs, export, import, testing, acceptance, translation, documentation, travel, accommodation, expenses and other ancillary costs are charged separately insofar as they are not expressly included in the agreed price.

4. For consulting, engineering, project and service performances, the agreed hourly rates, daily rates or lump sums apply. Travel times, waiting times and downtime caused by the Customer may be charged separately, unless otherwise agreed.

5. If, after conclusion of the contract, material, energy, wage, freight, exchange-rate, customs, procurement, supply or other project-related costs increase substantially, DubbeDynamics is entitled to demand a reasonable price adjustment, provided more than four months lie between conclusion of the contract and the agreed delivery or performance date, or the cost increase was caused by the Customer.

1. Unless expressly agreed otherwise in writing, the following payment terms apply to deliveries, machines, apparatus, components, custom manufacturing and project-related services: 50 % of the net order value upon placing the order, 40 % of the net order value upon notification of readiness for dispatch, and 10 % of the net order value within 14 calendar days after delivery and receipt of invoice.

2. DubbeDynamics is entitled to withhold deliveries, documentation, approvals, acceptances or other services until receipt of payments due.

3. Invoices for pure consulting, engineering, service or support performances are, unless otherwise agreed, due within 14 calendar days of receipt of invoice without deduction.

4. Payments are deemed made only upon unconditional credit to the account of DubbeDynamics.

5. In the event of default in payment, the Customer owes statutory default interest and compensation for further default damage. DubbeDynamics is entitled to refuse further services until full payment of amounts due.

6. The Customer may only set off with undisputed, legally established or decision-ready counterclaims. The Customer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

7. Design, engineering, planning, documentation, procurement and project services, as well as materials already procured, customer-specific components, third-party services and other project-related expenses, must be reasonably remunerated even in the event of termination, cancellation, postponement or non-acceptance by the Customer; further statutory and contractual claims of DubbeDynamics remain unaffected.

8. DubbeDynamics is entitled, in the case of new customers, foreign orders, increased economic risk, doubts about creditworthiness or customer-specific custom manufacturing, to demand advance payments, securities, letters of credit or deviating payment modalities.

1. Delivery and performance periods only begin once all technical, commercial and legal questions are clarified, the Customer has provided all required information, documents, approvals, permits and acts of cooperation, and agreed down-payments have been received by DubbeDynamics.

2. Delivery and performance times are non-binding unless expressly designated as binding in writing.

3. A delivery period is met if readiness for dispatch is notified before its expiry or the goods are provided in accordance with the agreed delivery clause.

4. Partial deliveries and partial performances are permitted insofar as they are reasonable for the Customer.

5. If performance is delayed due to circumstances for which the Customer is responsible, delivery and performance periods are extended appropriately. DubbeDynamics may charge resulting additional costs, storage costs, waiting times or downtime costs separately.

6. If DubbeDynamics is exceptionally in default of a bindingly agreed delivery period, the Customer may set DubbeDynamics a reasonable grace period in writing. The period must be reasonable, taking into account the nature of the service, the procurement situation, the specification and the production circumstances.

1. Unless expressly agreed otherwise in writing, deliveries are made FCA Bad Dürkheim, Germany, in accordance with Incoterms® 2020.

2. The risk of accidental loss and accidental deterioration passes to the Customer in accordance with the agreed Incoterms clause.

3. If dispatch, collection, acceptance or handover is delayed for reasons for which the Customer is responsible, the risk passes to the Customer at the latest upon notification of readiness for dispatch.

4. DubbeDynamics is entitled to store goods at the Customer's cost and risk if dispatch, collection or acceptance is delayed for reasons for which the Customer is responsible.

5. Insurance, in particular transport or assembly insurance, is only taken out at the express written request and at the cost of the Customer.

1. If, after conclusion of the contract, the Customer requests changes regarding specification, scope of delivery, documentation, deadlines, tests, acceptances, packaging, shipping, export requirements or other contractual content, this constitutes a change request.

2. DubbeDynamics is not obliged to carry out change requests before a written agreement on technical effects, deadlines, remuneration and costs has been concluded.

3. If DubbeDynamics carries out additional services at the Customer's request without a lump-sum remuneration having been agreed beforehand, billing is based on time and effort at the rates respectively agreed or customary at DubbeDynamics.

4. Changes that become necessary due to incomplete, incorrect or subsequently amended Customer specifications are at the Customer's expense.

1. The Customer must provide all information, process data, substance data, installation conditions, interfaces, safety requirements, specifications, drawings, standards, permits, plant regulations and approvals required for performance in good time, completely and correctly.

2. The Customer is responsible for the correctness, completeness and suitability of the information, substance data, process parameters, operating conditions and specifications it provides.

3. The Customer must ensure that substances, media, samples, data, documents or plant areas provided by it do not cause unreasonable dangers to persons, the environment, plants or property and that all required safety information is available in good time.

4. Delays, additional costs or damages resulting from omitted, late, incorrect or incomplete cooperation by the Customer are at the Customer's expense.

5. For deployments at Customer sites, the Customer must ensure safe access, the necessary permits, occupational safety instructions, contact persons, shutdown approvals and compliance with site-specific safety requirements.

1. Where acceptance is agreed or required by law, the Customer must inspect and accept the performance without undue delay after provision.

2. Acceptance may not be refused on account of insignificant defects.

3. If the Customer fails to attend an agreed acceptance date, refuses acceptance without justified reason, or does not declare acceptance within 14 calendar days after provision, the performance is deemed accepted, provided DubbeDynamics has pointed out this legal consequence.

4. Factory Acceptance Tests (FAT), Site Acceptance Tests (SAT), tests, inspections, factory acceptances, documentation reviews or other acceptances are carried out only if expressly agreed. Scope, criteria, tolerances, test media, responsibilities and costs must be specified in writing in advance.

5. If FAT, SAT or other tests are postponed, repeated or extended for reasons on the Customer's side, the Customer bears the resulting additional costs.

1. Technical documentation is owed only to the extent, in the language, form and level of detail expressly agreed in writing.

2. Documentation, operating instructions, drawings, data sheets, calculations, test documents and certificates may be used by the Customer only for the contractually intended purpose.

3. Documentation services, translations, formatting, adaptations to Customer systems, database entries or additional certificates not expressly agreed are remunerated separately.

4. DubbeDynamics is not obliged to update provided documentation after performance of the contract, unless expressly agreed.

1. DubbeDynamics retains title to delivered goods until full satisfaction of all claims arising from the business relationship with the Customer.

2. The Customer is entitled to resell goods subject to retention of title in the ordinary course of business as long as it is not in default of payment. The Customer hereby assigns to DubbeDynamics, by way of security, claims arising from the resale; DubbeDynamics accepts the assignment.

3. If goods subject to retention of title are processed, combined or mixed, this is always done for DubbeDynamics as manufacturer without DubbeDynamics being obligated thereby. In the event of processing, combination or mixing with other items, DubbeDynamics acquires co-ownership in the ratio of the value of the retained goods to the value of the other items at the time of processing, combination or mixing.

4. The Customer must treat goods subject to retention of title with care, adequately insure them against customary risks and notify DubbeDynamics in writing without undue delay of third-party access, in particular seizures.

5. In the event of conduct in breach of contract, in particular default in payment, DubbeDynamics is entitled to demand the return of goods subject to retention of title in accordance with statutory provisions. The taking back of the retained goods does not automatically constitute rescission of the contract.

1. The Customer must inspect delivered goods and rendered services without undue delay after delivery, provision or acceptance and notify identifiable defects in writing without undue delay, at the latest within 14 calendar days, giving a precise description of the defect. For merchants, § 377 HGB applies in addition.

2. Hidden defects must be notified in writing without undue delay after discovery.

3. In the case of justified and timely notified defects, DubbeDynamics is entitled, at its own option, initially to rectification or replacement.

4. The Customer must give DubbeDynamics the time and opportunity required for inspection and subsequent performance. If the Customer refuses this, DubbeDynamics is released from liability for defects to that extent.

5. Rights for defects do not exist in the case of normal wear and tear, improper use, faulty assembly or commissioning by the Customer or third parties, unsuitable operating conditions, faulty Customer specifications, changes without the consent of DubbeDynamics, unsuitable media, or chemical, mechanical, thermal or other influences outside the agreed specification.

6. The limitation period for claims for defects is 12 months from transfer of risk or acceptance, to the extent legally permissible. Mandatory longer statutory periods remain unaffected.

1. DubbeDynamics is liable without limitation in cases of intent, gross negligence, culpable injury to life, body or health, under the Product Liability Act and in the case of an express guarantee.

2. In the case of simple negligence, DubbeDynamics is liable only for breach of material contractual obligations (cardinal obligations) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

3. To the extent legally permissible, liability for indirect damages, consequential damages, lost profit, loss of production, loss of use, business interruption, data loss, financing costs, contractual penalties of the Customer towards third parties, and loss of business opportunities is excluded.

4. In the cases of paragraph 2, liability is limited to € 250,000 per claim and to € 500,000 in total per contractual relationship. Liability is furthermore limited to the contract-typical, foreseeable damage.

5. A change in the burden of proof to the detriment of the Customer is not associated with the foregoing provisions.

1. All rights to concepts, drafts, drawings, calculations, designs, specifications, models, software, documentation, offers, technical solutions, know-how, methods and work results created or contributed by DubbeDynamics remain with DubbeDynamics, unless expressly agreed otherwise in writing.

2. The Customer receives in the work results provided by DubbeDynamics only a simple, non-exclusive, non-transferable usage right for the contractually intended purpose as soon as the agreed remuneration has been paid in full.

3. A transfer of property, copyright, patent, utility model, design, trademark or other protective rights requires an express written agreement.

4. The Customer may not, without prior written consent, reproduce, modify, reverse engineer, make available to third parties or use for other projects documents, drawings, calculations, concepts, specifications and other technical information of DubbeDynamics.

5. Pre-existing know-how, standard methods, general empirical values, tools, templates, calculation approaches, design principles and other background IP of DubbeDynamics remain the unrestricted property of DubbeDynamics.

1. The parties undertake to keep secret all confidential information received in the course of the business relationship and to use it only for the contractually intended purpose.

2. Confidential information is in particular technical, commercial, operational, strategic, financial and legal information, drawings, models, specifications, prices, customer data, supplier data, know-how and non-public project details.

3. The confidentiality obligation does not apply to information that is demonstrably publicly known, becomes publicly known without breach of duty, was already lawfully known to the receiving party, or was lawfully received from third parties without an obligation of confidentiality.

4. The confidentiality obligation continues for five years after termination of the respective contract, unless longer confidentiality obligations apply by law or by individual agreement.

1. All deliveries and services are subject to compliance with applicable national, European, US and international export-control, embargo and sanctions regulations, to the extent applicable in the individual case.

2. The Customer undertakes not to use, pass on, export or re-export delivered goods, software, technologies, documentation and work results directly or indirectly in breach of applicable export-control, embargo or sanctions regulations.

3. On request, the Customer must provide DubbeDynamics without undue delay with all information required for export-control review, in particular details of end user, end use, country of destination and supply chain.

4. DubbeDynamics is entitled to refuse, delay, withhold performance or rescind the contract insofar as performance would breach applicable export-control, embargo or sanctions regulations or required approvals are not granted.

5. Delays or non-feasibility due to export-control reviews, approvals or prohibitions do not give rise to liability of DubbeDynamics, insofar as DubbeDynamics is not responsible for the circumstances.

1. The parties undertake to comply with all applicable laws, in particular anti-corruption, antitrust, anti-money-laundering, occupational-safety, environmental and data-protection regulations.

2. The Customer ensures that its employees, representatives, agents and vicarious agents do not offer, promise, grant, demand or accept undue advantages.

3. For activities at Customer sites, the Customer is responsible for the timely provision of all site-specific safety, environmental, access, permit and instruction requirements.

4. DubbeDynamics is entitled to interrupt or refuse work if significant safety, environmental or compliance risks exist or required information is missing.

1. Events of force majeure and other unforeseeable, unavoidable events outside the control of DubbeDynamics release DubbeDynamics from its performance obligations for the duration of the disruption and to the extent of its effect.

2. These include in particular natural events, war, terrorism, civil unrest, pandemics, epidemics, official measures, export or import restrictions, energy shortages, cyberattacks, strikes, lockouts, operational disruptions, transport disruptions, supply-chain disruptions and non-delivery or late delivery by sub-suppliers, insofar as DubbeDynamics is not responsible for them.

3. Agreed delivery and performance periods are extended appropriately by the duration of the disruption plus a reasonable restart period.

4. If an impediment to performance lasts longer than three months, both parties are entitled to rescind the affected part of the contract, insofar as adherence to the contract is unreasonable.

1. Terminations and cancellations require written form.

2. If the Customer terminates or cancels a contract without good cause attributable to DubbeDynamics, DubbeDynamics may demand the agreed remuneration less saved expenses. The right to prove a higher or lower damage remains reserved for both parties.

3. Services already rendered, commenced engineering, planning, procurement, documentation and manufacturing services, as well as materials, components and third-party services procured specifically for the Customer, must be remunerated in any case.

4. DubbeDynamics is entitled to terminate the contract for good cause, in particular in the event of default in payment, significant doubts about creditworthiness, breach of export-control, sanctions, compliance or confidentiality obligations, or lack of cooperation by the Customer despite a reasonable deadline.

1. The parties process personal data exclusively within the framework of applicable data-protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act.

2. Insofar as personal data is processed in the course of performance, the parties will conclude the required data-protection agreements separately.

3. DubbeDynamics is entitled to process the Customer's business contact data for contract execution, customer support, billing and documentation.

1. DubbeDynamics may use names, logos, project information or other references to the Customer as a reference only with the Customer's prior consent, unless another legal authorisation already exists.

2. General, anonymised project descriptions without disclosure of confidential information remain permitted.

1. The place of performance for deliveries, services and payments is, to the extent legally permissible, Bad Dürkheim, Germany.

2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent legally permissible, Ludwigshafen am Rhein, Germany. However, DubbeDynamics is also entitled to sue the Customer at its general place of jurisdiction.

3. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-law rules insofar as these would lead to the application of another law.

4. The contract language is German, unless expressly agreed otherwise in writing. In the case of foreign-language versions, the German version prevails in case of doubt.

1. Should individual provisions of these AVLLB be or become wholly or partially invalid, unenforceable or incomplete, the validity of the remaining provisions remains unaffected.

2. In place of the invalid or unenforceable provision, the valid provision that comes closest to the economic purpose of the invalid or unenforceable provision is deemed agreed, to the extent legally permissible.

3. Rights and obligations of the Customer under the contract may only be transferred to third parties with the prior written consent of DubbeDynamics.

4. DubbeDynamics is entitled to adapt these AVLLB for future contracts. For existing contracts, changes apply only if expressly agreed.

Order placement: 50 % — due upon order placement / order confirmation.

Readiness for dispatch: 40 % — due upon notification of readiness for dispatch.

After delivery: 10 % — due within 14 calendar days after delivery and receipt of invoice.

Standard delivery clause: FCA Bad Dürkheim, Germany, in accordance with Incoterms® 2020, unless expressly agreed otherwise in writing.