ADR AG – Advanced Digital Research – AGB

General Terms and Conditions of Business

ADR AG in the version of 1.10.2003

Consisting of 2 pages: Page 1, the General Terms and Conditions

and page 2, the right of revocation/return according to §§ 312b ff. BGB

1 Contract

Our offers are subject to change. A purchase contract shall only be concluded upon our written order confirmation or invoice. Invoices replace, if no order confirmation or delivery note has been given by us, the order confirmation and the delivery note. If you do not agree with this, we request that you object immediately after receipt of the invoice. In the event of your objection, we may reclaim our performance. We hereby object to any other terms and conditions of the customer. These shall not be recognised even if we do not expressly object to them again after receipt. The contract of sale shall be governed exclusively by the terms and conditions confirmed by us and accepted by the customer by way of order or acceptance. Subsidiary agreements and amendments must be made in writing and require our written confirmation to be valid. The written form shall also apply to a waiver of any of the provisions of these terms and conditions.

2 Scope and obligation to deliver

2.1 The scope of delivery shall be determined exclusively by our written order confirmation or invoice.
2.2 The documents belonging to the offer, such as illustrations, drawings, colours and weight specifications, are only approximate unless they are expressly designated by us as binding. We reserve the property rights and copyrights to all documents made available by us before or after conclusion of the contract; they may only be made accessible to third parties with our express consent. All such drawings and documents must be returned without request and without delay if the contract is not concluded or is cancelled.

3 Prices

3.1 All prices are ex Wiesloch. The prices for equipment do not include the costs of packaging. If the customer requires a special type of packaging, the additional costs shall also be borne by him. The packaging costs for the delivery of spare parts, accessories and consumables will be invoiced separately.

3.2 All taxes, customs duties, fees, import and export duties incurred after the start of delivery shall be borne by the orderer.

3.3 The purchaser shall bear the transport costs from the place of performance to him, but at least from Wiesloch, unless otherwise agreed. Transport insurance shall be taken out at the expense of the consignee if the latter expressly requests this. If the customer is a freight forwarding prohibition customer, he must inform us of this without request when placing his order.

3.4 The delivery and installation of the equipment by us, as well as the instruction of operating personnel, shall be at the expense of the customer. We shall charge the costs of installation in accordance with our service price list.

Payment
3.5 Unless other payment terms have been agreed in our offer, payments shall be made net within 14 days.

3.6 Invoices containing services are to be paid immediately upon receipt without deduction.

3.7 If payment deadlines are exceeded, we are entitled, without reminder, to charge interest in the amount of the bank interest accruing to us, but at least 8% above the discount rate, and to withhold further deliveries until receipt of payment.

3.8 Bills of exchange and cheques shall only be accepted by special agreement and then only on account of payment and free of costs and charges for us.

3.9 In the event of a change in the creditworthiness of the customer of which we become aware after conclusion of the contract, or if payment terms are not met, we shall be entitled, even if special payment terms have been agreed, to demand immediate payment of all outstanding invoices, to withdraw from the contract in whole or in part and/or to make delivery dependent on advance payment and to demand the return of products already delivered, without prejudice to further claims for damages.

3.10 The assertion of rights of retention or offsetting against any counterclaims of the customer is excluded unless we have acknowledged the claims of the customer in writing or the claims of the customer have been legally established.

4 Delivery

4.1 We shall only be liable for compliance with dispatch or delivery dates or delivery periods specified by us if these are expressly designated as binding.

4.2 We shall only be bound by binding dispatch or delivery dates or delivery periods if the customer fully submits all documents, drawings, approvals, etc. to be supplied or procured by it at the agreed times, has created the prerequisites necessary for installation and complies with all contractual conditions.

4.3 If a binding dispatch or delivery date or a binding delivery period is exceeded, the customer may set a grace period of one month in writing and withdraw from the contract after its fruitless expiry. Further claims of the orderer due to delay or non-delivery are excluded.

5 Acceptance

The customer is obliged to accept all deliveries and partial deliveries without delay. Acceptance shall be confirmed in writing. If the customer does not accept a delivery, he shall be in default without a reminder and without setting a deadline and shall be obliged to compensate any damage.

6 Force majeure

Neither the customer nor we shall be liable for non-performance or delay insofar as this is wholly or partly due to events of force majeure. Events of force majeure include war, civil unrest, operational disruptions, shortages of workers, energy or raw materials, strikes, lockouts, traffic disruptions and orders of public authority. Events of this kind release us from the obligation to deliver for the duration of the disruptions and their effects and entitle us, at our discretion, to deliver the agreed quantity correspondingly later after normal conditions have returned or to withdraw from the contract with regard to the quantity not yet delivered. If the event of >force majeure< lasts longer than 8

weeks, then the customer shall also be entitled to withdraw from the contract insofar as the products have not yet been delivered.

7 Transfer of risk

The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier. In the case of delivery by us, the risk shall pass to the customer when the products are unloaded from the transport vehicle. Special agreements, e.g. on means of transport, shall not affect the time of transfer of risk.

8 Retention of title

The delivered products remain our property until full payment of all our claims. The buyer is obliged to store and insure the goods and products owned by us with commercial care. The purchaser is entitled to process and sell the products in the normal course of business, but not to pledge or assign them as security. Any processing shall be carried out on our behalf without any obligations arising for us as a result. Any resale of the products shall be subject to a thorough reservation of title in our favour and the customer hereby assigns his purchase price claim in the full amount to us by way of security; the customer shall confirm the assignment to us in writing upon request. The customer is authorised to collect the claims transferred to us, but not to dispose of these claims in any other way. This authorisation may be revoked at any time. The customer shall notify us immediately of any enforcement measures against our rights. Intervention costs shall be borne by the customer. If the value of the security provided to us exceeds our claims against the customer by more than 20% in total, we shall be obliged to retransfer the security at the customer’s request.

9 Warranty and guarantee

9.1 We guarantee for a period of 24 months from the date of delivery that the delivery items are free of defects according to the respective state of the art. Liability for normal wear and tear is excluded. In the case of used goods, the warranty period is 12 months from the date of delivery. The warranty is 1 year on parts (bring in warranty) for ADR robotics (mechanical parts, not drives, consumables and wear materials), the warranty is,

(bring in Warranty) is 5 years according to the following provisions. The extension of the warranty to 5 years applies exclusively to ADR robot mechanics manufactured by ADR. The warranty only applies to the free provision of parts that have failed due to normal wear and tear. The costs for labour, transport and all services that go beyond the free provision of parts are subject to a charge. The extension of the guarantee to parts is subject to the purchaser of the ADR robot having an inspection carried out on the unit concerned two years after the initial purchase and every year thereafter.

A possible cost estimate is free of charge. If the customer wishes the service under 9.1 to be carried out on site, this will be subject to a charge. However, we reserve the right to choose the place of performance of the service. Right to choose the place of performance.

9.2 Users who use ADR robots commercially must have these devices inspected and checked for wear and tear every year after the initial purchase and every year thereafter for a fee, otherwise the additional warranty of 5 years is forfeited.

9.3 We guarantee that the products supplied are free from mechanical defects and faults in workmanship. We also guarantee the proper installation of the products if this is carried out by us. Excluded from any warranty are parts, as well as damage resulting from natural wear and tear, improper installation, use or operation, or repair work, maintenance activities or changes to the configuration not expressly authorised by us. For delivered products which we have obtained from third parties, our liability is limited to the assignment of the claims to which we are entitled against the supplier of the products. As standard, we grant the warranty set out under 9.1.

9.4 Products or parts thereof which are proven to have defects or faults at the time of the transfer of risk, for which we have assumed the guarantee, shall be repaired or replaced free of charge at our discretion, provided that the customer has notified us of the defects in writing immediately after their discovery; any further warranty claims such as compensation for damages are excluded. Requested reductions are subject to our consent.

9.5 We may refuse to accept returned products if we have not been informed of the reason for the return and have not been given the opportunity to inspect the claimed defect or damage. The rectification of recognised defects shall be carried out free of charge at our discretion either at our premises or at the purchaser’s premises. Any repair, rectification or replacement shall be carried out expressly without recognition of a legal obligation and without recognition of a defect and shall not extend the warranty period. If we fail to remedy a defect of which we have been duly notified by repair, reworking or replacement delivery within a reasonable period of time, the customer may set us a period of grace of one month in writing and withdraw from the contract after its fruitless expiry.

9.6 All warranty claims shall become statute-barred after expiry of the period specified in the offer from dispatch or the operating hour duration specified overleaf, depending on which end point occurs sooner. The purchaser is obliged to provide evidence of the operating hours. Warranty claims for spare parts shall expire three months after dispatch or installation.

9.7 Further or other claims of the customer than the above, irrespective of the legal grounds, in particular for compensation for direct or indirect damage as well as for dismantling and installation costs, are excluded, unless we are guilty of gross negligence or intent. We shall not be liable for vicarious agents or assistants.

9.8 Returns, irrespective of the reason, require an RMA form and an RMA processing number, which you will receive from us. You can download the RMA form from our website or request it from us. We are entitled to return or reject shipments without an RMA document and / or number at our expense.

10 Patents

10.1 If a third party asserts against the purchaser or the purchaser itself the infringement of industrial property rights with regard to the delivered products, the purchaser shall be obliged to notify us immediately. We shall be at liberty, if necessary with the support of the purchaser, but at our own expense, to conduct all negotiations concerning the settlement or any legal proceedings arising therefrom. We do not assume any liability for damages resulting from patent infringement.

10.2 If the delivered products have been manufactured according to designs or instructions of the customer, the customer shall indemnify us against all claims, liabilities, charges and costs which are raised by third parties due to infringements of patents, trademarks or utility models. Any legal costs shall be advanced to us in an appropriate amount.

11 Final Provisions

11.1 The relationship between the parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11.2 The customer may only assign claims against us with our express consent.

11.3 The invalidity of individual points of these terms and conditions shall not affect the validity of the remaining provisions. An invalid provision shall be replaced by a valid provision which comes closest to the invalid provision in terms of its economic effects.

11.4 Place of performance is Wiesloch. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Wiesloch for both parties, insofar as this is legally permissible, and this also applies to actions in bill of exchange or cheque proceedings. However, we are entitled to sue the customer at any other justified place of jurisdiction.

General Terms and Conditions for Service

1 Contract

All our services (e.g. installation of equipment, maintenance, general overhaul, repair) shall be provided exclusively in accordance with these terms and conditions, which shall be accepted by the Purchaser by way of order or acceptance. Any deviating agreements must be in writing to be effective. This also applies to the waiver of the written form requirement.

2 Scope of performance

2.1 The scope of our obligation to perform is determined by the confirmed order and our service specifications.

2.2 The customer shall make all arrangements necessary for the unhindered commencement and speedy performance of our service.

3 Prices

The prices for our services are determined in accordance with our currently valid service price list. Cost estimates may be exceeded by 15% without prior notification of the customer.

4 Acceptance

Our service shall be deemed to have been accepted when the equipment concerned is handed over to the ordering party for operation after the service has been carried out without the ordering party making any reservations in writing.

5 Liability

5.1 Insofar as our liability insurance covers damage of any kind arising in connection with our services, we shall arrange for the payment of insurance premiums to the customer or forward amounts already received to the customer or, insofar as permissible under the insurance conditions, assign our claims against the insurance company to the customer; any further liability is excluded unless we are guilty of intent or gross negligence.
5.2 Insofar as our liability insurance does not cover damage of any kind arising in connection with our services, we shall only be liable for direct damage to the processed equipment for which we are responsible; liability for indirect and consequential damage is excluded unless we are guilty of intent or gross negligence. Any liability is limited to the current value of the device.

6 Further conditions

In all other respects, our services and the spare parts supplied in connection therewith shall be subject to the above General Terms and Conditions of Sale and Delivery.

ADR AG * Ludwig-Wagner-Str. 19 * 69168 Wiesloch
Tel +49 (0) 6222 9388-24 Fax 9388-50
Internet www.adr-ag.de
Mail vertrieb@adr-ag.de

10.7
Right of revocation/return according to §§ 312b BGB ff, BGB-InfoV

If the customer is a consumer, i.e. if he/she acquires the goods for a purpose that cannot be attributed to his/her commercial or self-employed professional activity, he/she has the option to revoke the contract without giving reasons within two weeks after receipt of the goods if he/she concluded the contract by letter, telephone, fax, Internet or e-mail or was not personally present at the time of conclusion. The revocation can be made in writing or by returning the goods.

The revocation is to be addressed to the company indicated in the contract, or to

ADR AG * Ludwig-Wagner-Str. 19 * 69168 Wiesloch
Tel +49 (0) 6222 9388-24 Fax 9388-50
Internet: www.adr-ag.de
Mail: vertrieb@adr-ag.de

We shall refund the purchase price already paid by the customer within 30 days of receipt of the notice of cancellation, provided that the goods delivered are returned undamaged and in a saleable condition.

If the purchaser has not expressly stated before placing the order that he is not a commercial user and therefore a customer / consumer, i.e. that he is not using the ordered goods for commercial or professional purposes, he is a commercial user.
The customer shall bear the costs of the return shipment if the delivered goods correspond to the ordered goods and if the price of the goods to be returned does not exceed an amount of 40 euros or if, in the case of a higher price of the goods, the customer has not yet provided the consideration or a contractually agreed partial payment at the time of the revocation. Otherwise, the return shipment shall be free of charge for the customer. All returns must be accompanied by a copy of the delivery note. Only returns with sufficient postage will be accepted. Returns without postage will not be accepted. We will only reimburse the costs of the most favourable form of return in accordance with the rates of Deutsche Post AG. Restriction to the right of revocation or return. Items that can be sent by parcel post must be returned. Items that cannot be sent by parcel post will be collected from the customer).
According to § 312 d BGB, this does not apply to distance contracts “for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to personal needs or are not suitable for return due to their nature”.

According to § 312 d BGB, this does not apply to distance contracts “for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to personal needs or are not suitable for return due to their nature “.

According to § 312 d BGB, the right of withdrawal also does not apply to distance contracts

“for the delivery of software, if the delivered data carriers have been unsealed by the consumer, “.

For these reasons, we do not accept the return of software or licence numbers transmitted by download, fax or e-mail or the return of opened software!

Restrictions

Due to the amendments of the Distance Selling Act, the following definition was added to the BGB:

“§ 13 Consumer: A consumer is any natural person who enters into a legal transaction for a purpose which can be attributed neither to his commercial nor to his independent professional activity.”