General Terms and Conditions / License Agreements

General terms and conditions of Business

Valid from 3/4/2021

Jungmann Systemtechnik GmbH & Co. KG

Bahnhofstraße 48/50

21614 Buxtehude

§ 1 General

(1) All deliveries and any other (service) performance are exclusively subject to the following General Terms and Conditions of Business of Jungmann Systemtechnik GmbH & Co. KG (hereinafter referred to as “JST”).

(2) Any deviating terms and conditions of the customer that JST does not expressly acknowledge shall not be binding, even if JST does not expressly object to them.

(3) These General Terms and Conditions of Business shall only apply to companies, legal entities under public law or a special fund under public law pursuant to § 310 I, sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch).

(4) Even if JST, in knowledge of the customer’s terms and conditions that deviate from or contradict these terms and conditions, performs services without reservation, this shall not constitute consent – these terms and conditions shall also apply in this case.

§ 2 Offers, scope of services and entering into contracts

(1) Contractual offers made by JST are subject to change, unless a binding period is stated in the offer.

(2) The scope of the contractually owed service shall be determined exclusively by JST’s order confirmation.

(3) JST reserves the right to make changes to the design, the choice of materials, the specification or the type of construction even after sending an order confirmation, provided that such changes do not contradict either the order confirmation or the customer’s specifications and that they are in line with technical progress. Furthermore, the customer shall agree to any further proposed changes by JST, provided that such changes are reasonable for the customer.

(4) Partial deliveries are permissible.

(5) The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weights, are only to be understood as approximate values, unless they are expressly designated as binding.

§ 3 Prices and terms of payment

(1) Prices are ex works, excluding packaging and other shipping and transport charges.

Packaging shall be charged at cost price and shall only be taken back if JST is obligated to do so by virtue of mandatory statutory provisions.

(2) If more than 4 months elapse between entering into the contract and delivery without JST being responsible for a delay in delivery, Jungmann may reasonably increase the price taking into account any material, wage and other ancillary costs incurred that are to be borne by JST. If the price increases by more than 40%, the customer shall be entitled to terminate the contract, which has not yet been fulfilled at such point in time.

(3) If JST takes into account the customer’s change requests, the customer shall be invoiced for the additional costs incurred as a result.

(4) If the payment deadline is culpably exceeded, interest shall be charged at a rate of 6% above the discount base rate of the European Central Bank, subject to the assertion of further claims.

§ 4 Delivery period

The specification of a delivery date or execution periods shall be made at our best discretion and shall be extended appropriately if the customer delays the performance of or fails to perform any required or agreed cooperative actions on its part. The same shall apply in the event of measures within the scope of labor disputes, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond JST’s control, for example delivery delays of a sub-supplier, traffic and operational disruptions, a shortage of materials or energy, etc. Changes to the delivered goods initiated by the customer shall also lead to a reasonable extension of the delivery or performance period.

§ 5 Transfer of risk

The risk shall pass to the customer as soon as JST makes the goods or the service available to the customer and notifies the customer thereof. A separate acceptance is not agreed.

§ 6 Retention of title

(1) JST shall retain title to the delivered goods until payment has been made in full. The retention of title shall also apply until all claims, including future and conditional claims, arising from the business relationship between the customer and JST have been satisfied.

(2) If the value of all items of collateral existing for JST exceeds the existing claims by more than 10% on a sustained basis, JST shall release items of collateral of its choice upon the customer’s request.

(3) JST shall be entitled to assert the rights of retention of title without withdrawing from the contract.

§ 7 Claims for defects

(1) If a purchase is a commercial transaction for both parties, the customer must inspect the goods immediately upon receipt, to the extent that this is feasible in the ordinary course of business, and, if a defect becomes apparent, must notify JST without undue delay. If the customer fails to give such notice, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. In all other respects, § 377 et seq. of the German Commercial Code (Handelsgesetzbuch) shall apply.

(2) Any claim for defects shall be limited to supplementary performance. If the supplementary performance fails twice, the customer shall have the right to demand, at its discretion, a reduction of the fee or the cancellation of the contract.

(3) Claims for defects shall be time-barred after 24 months from delivery or provision of the service. In the event of supplementary improvement, the period of limitations shall start to run again, but shall end no later than 36 months after the original delivery or provision of service.

§ 8 Liability

(1) JST shall be liable for damages that have not occurred to the object of delivery or service itself – regardless of the legal grounds – only as follows:

a. in the event of an intentional act,
b. in the event of gross negligence on the part of its owners / governing bodies or executive employees,
c. in the event of culpable injury to life, body, health,
d. in the event of defects that it has fraudulently concealed,
e. within the framework of a guarantee commitment,
f. to the extent that liability exists under product liability law for personal injury or property damages to privately used objects.

(2) In the event of a culpable breach of material contractual duties, JST shall also be liable in the event of gross negligence of non-executive employees and in the event of slight negligence; in the latter case, however, its liability shall be limited to the reasonably foreseeable damages typical for contracts, unless life, body or health have been injured. Material contractual duties are all duties, the fulfillment of which is necessary for the proper performance of the services and on the fulfillment of which the customer regularly relies and may rely.

(3) Further claims for damages are barred.

§ 9 Intellectual property, industrial property rights, software use

(1) All industrial property rights shall remain the property of JST. JST shall grant the customer, also in relation to samples, cost estimates, drawings and similar information of a tangible or intangible nature, a non-exclusive, non-transferable right of use to any industrial property rights for an unlimited period of time, only to the extent that this is necessary for the use of the delivery items/services.

(2) The customer shall be granted a non-exclusive right to use the delivered software, including its documentation. It is surrendered for use on the delivery item intended for this purpose. Use of the software on more systems than those contractually agreed is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§ 69 a et seq. of the German Copyright Act (Urheberrechtsgesetz)).
The customer is obligated not to remove manufacturer’s details – in particular copyright notices – or to change them without JST’s prior express consent.
All other rights to the software and the documentation, including copies, shall remain with JST. The granting of sublicenses is not permitted.

§ 10 Miscellaneous

(1) The inclusion and interpretation of these General Terms and Conditions of Business, along with the entering into and interpretation of legal transactions with the customer itself, shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the uniform law on the conclusion of international sales contracts for movable and immovable property, the uniform law on the international sale of movable and immovable property of the U.N. Sales Convention is barred.

The exclusive area of jurisdiction shall be the court competent for the registered office of JST, whereby JST reserves the right to bring suit against the customer at its general area of jurisdiction.

(2) Offsetting and retention shall be barred unless the offsetting claim or the claim on account of which the right of retention is asserted is undisputed or has been finally determined by a court of law. An assignment of a claim shall only be permitted with the written consent of JST.

(3) The invalidity of individual provisions of these General Terms and Conditions of Business or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obligated, within the scope of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic result, provided that this does not result in a significant change to the content of the contract; the same shall apply if a matter requiring a provision is not expressly governed.

(4) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the duty to pay, shall be the registered office of JST.

JST license agreements for the use of software

Jungmann Systemtechnik GmbH & Co. KG

Bahnhofstraße 48/50

21614 Buxtehude

1.Subject of the contract

2.Definitions

3.Reproduction rights and licensing restrictions

4.Updates/Upgrades

5.Release candidates/previsions

6.Intellectual property rights

7.Confidentiality obligation

8.Duty of inspection and notification of defects

9.Limited warranty and exclusion of liability

10.Limitation of liability for damages

11.Final provisions

12.Place of jurisdiction

13.Defense clause

14.Declaration of intent

§ 1 Subject of the contract

(a) Important: This software license agreement is a legally binding document between you, the licensee (either as a natural or legal person), and Jungmann Systemtechnik GmbH & Co. KG, hereinafter referred to as JST, the licensor.
Please read this carefully,

before you install and use the software.
This Agreement grants you the right to use the Software; the license granted is not a sale.

(b) The contract conditions also contain warranty information and disclaimers.
By installing, copying or using the software, you unconditionally accept these contractual conditions.
If you do not agree to these terms, do not install or use the software.

(c) This license agreement applies exclusively to software and components provided by the JST, regardless of whether other software programs are named or described in this document.
This software and components serve the purpose of providing services contractually agreed upon by JST with the licensee and may be used exclusively for this purpose.

(D) Regardless of the number of media provided to licensee, the licensee may only use the media that is appropriate for the server or computer on which the Software is to be installed.

(e) JST has the right at any time, subject to a reasonable notice period, to verify compliance with all the above provisions.

(f) These license agreements are valid until their cancellation.
This Agreement will terminate if Licensee fails to comply with any provision of this Agreement, fails to pay the applicable license fee or breaches the License Agreement.

2.Definitions

(a) The “Software” means the developed software program and its updates/upgrades, which are hereby provided by JST, as well as all associated documents, media, printed materials and online or electronic documentation.

3.Reproduction rights and licensing restrictions

(a) JST grants the licensee a limited, non-exclusive license.

(b) The software may only be used for the purpose intended by JST.

(c) JST may request the licensee to destroy the software if he does not comply with the provisions of this license agreement.
However, all other rights of both parties and all other provisions of this License Agreement shall remain in full force and effect after termination of this License Agreement.

(d) The software can be copied and installed on computers as often as specified in the contractual documents.
Installation in this sense means any action that is suitable for using the software for its intended purpose.
The user of the software

does not need to be named.
They can be different people.
The responsibility lies with the licensee.

(e) At no time, shall the number of concurrent users that use the Software under this License exceed one, or the number for which the Licensee has purchased licenses from JST for concurrent use of the Software.

Temporary transfer of rights of use

(a) The right to use the software granted under this license may be temporarily transferred, but not the license itself.

(b) If the licensee transfers his right to use the software temporarily to a third party (e.g. to a service provider who is contractually active for the licensee), the licensee assumes responsibility for the use of the software by the third party in accordance with the license.
By using the software,

the third party automatically submits to all terms of this license agreement.
A transfer of the right of use to third parties free of charge is only permitted if this third party provides a contractual service for the Licensee that is directly related to the use of this software and the intended use of the associated JST product.

(c) The licensee is prohibited to rent, lease or sublicense the software.

Permanent transfer of all rights

(a) The permanent transfer of all rights arising from this license agreement is only possible within the framework of a sale or transfer of the JST product
including the associated software.
This is provided that the original licensee does not retain any copies of the Software and the

recipient accepts the terms of this License Agreement.

(B) With any kind of transfer of ownership of the product to which the software belongs, the license of the transferor expires automatically and is transferred to the new owner.
By using the software in any form, the new owner of the software accepts all rights and obligations of this license agreement.

(c) When the software is an update/upgrade, the licensee must also distribute all previous versions of the software to which the update/upgrade relates.
Test versions or software versions not made available for resale may neither be sold nor made available.

Prohibition of reverse engineering

You are not entitled to reverse engineer, modify, combine, adapt, translate, decompile or disassemble the Software Product or any part thereof or otherwise convert it to a human readable format.

4.Updates/Upgrades

If this copy of the Software is an update/upgrade from a previous version, it is provided to you on a license exchange basis.
By installing and using such a copy of the Software, you agree to voluntarily relinquish your previous End User License Agreement and not to continue to use or transfer the previous version of the Software to any other person or entity unless such transfer is made in the course of a transfer pursuant to the section entitled “Permanent Transfer of All Rights”.

5.Release candidates/previsions

(a) If the Software received by the Licensee is beta, demonstration, test or evaluation software (collectively, “Test Software”), JST makes no warranty whatsoever.
The licensee agrees that any use of this trial software is at his own risk and that he is solely responsible for any damages that may occur, such as loss of data, loss of assets, loss of profit, business interruption, and other capital or personal injury.

(b) For cases in which a statutory warranty for test software cannot be excluded but may be limited, JST limits its liability to a total of (fifty) 50.00 Euro.

(c) The Licensee may not derive any rights from the license to use the software described under (a); in particular, the Licensee may not demand a further development of the software, a reimbursement of expenses incurred for testing, evaluation or any

other use of the software.

6.Intellectual property rights

This license grants you a limited right to use the software.
JST retains all proprietary rights, including all intellectual property rights, in the Software, both as an independent work and as a work serving as the basis for applications developed by you, and all copies thereof.
All rights not expressly granted in this license agreement, including all domestic and foreign copyrights, remain with JST.

7.Confidentiality obligation

(a) The licensee undertakes to keep secret all knowledge gained through any kind of use of the software and not to pass it on to unauthorized third parties.

(b) Any functional description of the software, in particular its source codes, which reveal or enable know-how, such as the structure of modules of the software, is inadmissible.

(c) The obligations mentioned above shall continue to apply after the termination of the contract.

8.Duty of inspection and notification of defects

(A) The licensee will inspect the delivered software including the documentation immediately, in particular with regard to the completeness of the data carriers and manuals as well as the functionality of basic program functions.
Defects that can be detected here (obvious defects) must be immediately and demonstrably reported to JST.
The notice of defects must contain a description of the defects in as much detail as possible.

(b) Defects which cannot be detected within the scope of the described proper inspection must be notified by merchants immediately after discovery in accordance with § 377 HGB (German Commercial Code) in compliance with the notification requirements described.

9.Limited warranty and exclusion of liability

(a) JST’s software is free of material defects if it has the agreed quality at the time of the transfer of risk; this shall also apply in the event of insignificant errors.
JST does not warrant that the software will be error-free or will operate without interruption.
JST also does not

guarantee freedom from collision with other hardware or software and assumes no liability for consequential damages of any kind.
You have no further rights or remedies except those expressly granted to you in this document or those arising from mandatory product liability law.

(b) Incorrect instructions for use / assembly / installation do not give rise to claims for material defects.
No guarantee is given for the correctness of advertising statements from vendors/suppliers of primary materials.
JST does not warrant that the software will meet all of the Licensee’s requirements or that it will operate error and failure-free under all circumstances.

(c)
The Software is not designed, intended or licensed for the use in hazardous environments that require fail-safe control mechanisms. This applies, including without limitation, particularly in the following areas: the design, construction, maintenance or operation of nuclear facilities, air traffic or flight communication systems, air traffic control systems, and life support or weapons systems, and in areas where failure or malfunction could lead to death, personal injury, or severe damage to property or the environment The Software may include support for programs written in .NET. The .NET technology is not designed or manufactured for use or resale as online control software in hazardous environments where failure-free operation is required. JST hereby disclaims all warranties, express or implied, as to the suitability of this software or any portion of this software for the aforementioned or similar purposes.

(d) The previously mentioned points (a) to (c) also apply to the use of updates/upgrades of the software.

(E) Justified claims for material defects are based on subsequent performance.
Subsequent performance shall be effected at our discretion either by remedying the defect or supplying defect-free software.
The services are limited to services at the Licensee’s place of business, whereby JST is entitled to demand that the

product be sent to JST’s place of business.
If the supplementary performance fails twice, the licensee can withdraw from the contract or reduce the license price.
Claims for damages are excluded.

(f) The exclusion of claims for damages shall not apply in the event of intent or gross negligence.
Furthermore, the exclusion shall not apply in the event of injury to life, body, or health resulting from a negligent breach of duty by JST or an intentional or negligent breach of duty by a

legal representative or vicarious agent.
JST excludes all warranties of any kind, whether express, implied or otherwise, other than those set forth in this license, including any warranty of merchantability and fitness for a particular purpose.

(g) Warranty claims shall become statute-barred one year after delivery of the product, subject to deviating separate agreements.
The same applies to recourse claims.
The warranty period is 24 months from date of purchase.
Mandatory product liability law remains unaffected.

(h) The previously mentioned limitations of liability apply before all other aspects of this license agreement with regard to warranties and exclusions of liability.
The warranties granted are void if a potential defect in the software results from an accident, misuse or improper application.

(i) The use of this software allows access to IT infrastructures.
We would like to point out that the licensee bears the sole responsibility for compliance with all security aspects, especially access security.

10.Limitation of liability for damages

(A) JST assumes no liability to the licensee and third parties for indirect, special, incidental or consequential damages, or damages resulting from the inability to use equipment or access data, loss of business, lost profits, business interruption, or the like.
This also applies to the above-mentioned damages resulting from the use of the software or from the fact that the software could not be used, regardless of whether these damages are based on breach of contract, breach of warranty, tort (including negligence), product liability or similar.
This also applies if JST was informed of the possibility of such damage occurring and even if a remedy of defects that was carried out has failed to achieve its purpose.
The same applies to devices that are not directly related to JST products or JST software.

(B) The liability of JST to the licensee is limited to the amount that the licensee has paid for the software causing the damage.

11.Final provisions

(a) Should one or more provisions of this license agreement be invalid, then the validity of the remaining provisions shall not be affected.
The ineffective provision shall be validly replaced by a new one that fulfills as far as possible the same legal and economic purpose.

(b) This License Agreement contains the entire agreement between JST and Licensee with respect to the subject matter hereof and excludes all prior or contemporaneous ancillary agreements between the parties, representatives of the parties or their employees.
The licensee agrees that any change or amendment to these terms and conditions in any written or oral form submitted to him/her in relation to the licensed software shall be null and void.

(c) Trademarks, trade names, product names and logos of JST and third parties contained in this software may be trademarks or registered trademarks of their respective owners.
The manipulation of trademarks, brand names, product names, logos and all other brand or copyright protected symbols or designations in the software is prohibited.
This license agreement does not authorize the licensee to use the mentioned objects.

12.Place of jurisdiction

Exclusive place of jurisdiction for all disputes arising from the licensing relationship is Buxtehude.
German law is applicable.

13.Defense clause

The provisions of this agreement shall apply.
Any terms and conditions of the user shall not become subject matter of the contract.

14.Declaration of intent

Licensee acknowledges that it has read this Agreement and agrees to be bound by these terms and conditions.
Any other type of agreement that was previously made verbally or in writing is thus superseded and replaced by this contract.