General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

02/2024

General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
1.
1.1

1.2
1.3
1.4
1.5

1.6

2.
2.1

2.2

2.3

2.4

3.
3.1

3.2
3.3

General
These General Terms and Conditions of Business ("GTC") apply to all sales, deliveries andother services (collectively also referred to “Deliveries”) of First Sensor Lewicki GmbH ("TE").
Contrary conditions of the customer are not binding on TE even if the customer's order is based
upon them or if the customer refers to them on forms or in other documents or TE fails toobjecting to them.
TE’s GTC likewise apply to all subsequent business, even if no further reference is made tothem at the time when such transactions are concluded.
Supplementary or additional agreements, together with amendments and additions to theagreement and TE’s GTC, are valid only if they are agreed in writing with TE.
TE retains the right to amend these GTCs, fully or partially, at any time without any prior noticewhatsoever.
In case of any conflict between any order confirmation of TE and any order of a customer, theorder confirmation of TE and these GTCs shall prevail over the order of the customer. In caseof any conflict between any order confirmation of TE and these GTCs, the order confirmation of
TE shall prevail over these GTCs.
If the customer resorts to support by any affiliates or third party providers in fulfilling therespective agreement with TE, the customer undertakes that such affiliates and third party
providers fully adhere to these GTCs as well as any agreement with TE.
Offers, Scope of Deliveries, Documentation
Offers of TE are always made without obligation. Agreements with TE shall always be concluded
only with TE's order confirmation of an order of a customer in writing that is based in content on
TE's offer.
Any Deliveries are exhaustively specified in the relevant agreement. If any Deliveries shall besold and delivered / rendered that are not specified in the respective agreement, such Deliveriesrequire the explicit confirmation by TE and must be agreed upon by an instrument in writing andsigned by TE in order to be legally binding upon TE.
Only technical information provided for in the relevant agreement or incorporated by reference
shall be binding upon TE. No particulars given in TE’s catalogues, price lists and further
documentation are binding upon TE, but are provided for information only. Amendments to thespecifications, product designs and other changes are reserved. They may influence delivery
dates and times and prices.
Drawings, documentation, samples and other materials provided to the customer by TE prior to,with or during the term of any agreement remain the property of TE. No licenses are granted in
any intellectual property / intellectual property rights of TE and its affiliated companies.
Intellectual property and related rights must be respected. In particular, the duplication or
disclosure of supporting materials, documents or samples, especially, but not limited, ofmaterials, which are protected by copyright, is prohibited without the consent of TE. On request,
all such drawings, documents samples and other materials must entirely be returned to TE upon
first request.
PricesPrices are quoted in the offered currency with packaging, exclusive of VAT and any other taxes(if any), and save where otherwise agreed in writing, FCA relevant TE plant/warehouse(Incoterm 2020) with all related customs duties and levies. The place of the TE plant/warehouse
is determined in the offer provided by TE.
Prices are generally adjusted once each year. Accordingly, all agreed prices and payment terms
remain valid for not more than twelve (12) months from the date of the TE offer.
Notwithstanding Clause 3.2 above, TE may adjust agreed prices unilaterally if and to the extent
costs incurred by TE, in particular, but not limited to, wages, raw material, transportation andenergy costs, undergo significant changes, TE is entitled to request an appropriate change ofPage 1 of 8

General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

3.4

4.
4.1

4.2
4.3

4.4

4.5

5.
5.1
5.2

5.3

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6.1

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the agreed product prices. If the customer declines such price changes or if negotiations
between the parties on such price changes do not result in a new agreed price within one monthof the notice to take part in such negotiations, TE is entitled to give unilateral written notice oftermination of the agreement with immediate effect and without any liability. The foregoing is
without prejudice to individual orders confirmed by TE but not yet fully processed at the time
notice is given. The parties are at liberty to extend the one-month negotiation period for pricechanges by mutual agreement in writing.
Any Deliveries not specified in the relevant agreement shall be sold and delivered / rendered
by TE at the customer's sole costs and expenses in accordance with TE's standard rates forsuch Deliveries prevailing at the date of sale and delivery / provision.
Delivery Lead-Times, Part-Delivery
Delivery or shipping dates are approximate only and merely represent TE's best estimate of thetime required to make delivery or shipment, unless specifically agreed otherwise in therespective agreement and / or with respect to customer's obligation to make all related
payments.
If the delivery lead-time is indicated as a period (and not as a specific date) it begins upon thedate of TE's written order confirmation.
Every delivery lead-time are subject to timely delivery by TE’s suppliers and shall be suitably
extended if TE is not able to obtain the relevant Deliveries for reasons beyond TE's reasonable
control, if required information or documents or customer-procured products necessary for
production are not received in due time by TE, if these are subsequently amended by thecustomer without the consent of TE or if a down payment is received late.
If failure to comply with the delivery lead-time is not caused by the sole fault of TE, the customer
shall not derive from that fact a right to withdraw from the agreement or to waive delivery or
seek compensation. For the rest, the limitation of liability stated in Sec. 11 shall apply.
Part-deliveries are permitted. In the case of long-term supply contracts, each part-delivery shallbe regarded as a separate transaction. The impossibility of making a part-delivery or delay ineffecting a part-delivery does not entitle the customer to withdraw from the whole agreement or
to claim compensation.
Dispatch, Acceptance of Deliveries by the Customer
If TE dispatches its Deliveries EXW (at the time hereof, Incoterms 2020), such Deliveries shallbe dispatched EXW the relevant plant/warehouse.
If acceptance of Deliveries is either delayed or rendered impossible for reasons for which TE is
not responsible, TE is entitled to store the Deliveries for the account and at the risk of thecustomer at its own premises or with third parties. The relevant obligations of TE shall then bedeemed to have been performed.
If not agreed upon otherwise in the relevant order of the customer and the related orderconfirmation of TE, the Deliveries will be packaged for transport in accordance with theprevailing standard packaging terms and conditions of TE (cartons, which are not suitable forstacking).
Documents, Payment, Offsetting, Interest on Late Payment
If the goods are picked up by a carrier or another 3rd party (e.g., FCA (Incoterms 2020), be it on
behalf of TE, be it on behalf of the relevant customer) or if TE delivers the goods to a crossdock, the customer is obliged to make available to TE proof of export (POE) documents within
one month from when the goods have been picked-up or from when the goods have arrived at
the cross-dock respectively. If the customer fails to provide the POE documents, alternative
documents such as import customs declaration from the import country shall be provided. If
within the above time frame the customer has not provided the required documents, TE reserves
the right to charge any possible taxes, duties and levies as well as any costs and expenses
resulting from this.
At any point in time during the contractual relationship, the customer is obliged to ensure that
TE is notified of the correct and valid VAT identification number of the part of the enterprise(main company/branch office) under which the Deliveries are ordered from TE.
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General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

6.3
6.5
6.6

6.7
6.8

7.
7.1

7.2

8.
8.1
8.2

8.3
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All invoices are payable net within 30 calendar days after the invoice date. Different agreements
may be reached between the parties but shall only be valid when made in writing.
All payments must be made by wire transfer only in the currency prescribed in the relevant orderconfirmation of TE, without any deductions whatsoever.
Offsetting of counter-claims of all kinds by any customer towards TE is excluded, save wheresuch counter-claim has been expressly accepted by TE in writing or is finally and bindingly
awarded by a court.
Where several claims are outstanding, TE is entitled to decide which particular claims are settled
by the customer’s payments.
The withholding or reduction of payments because of complaints is permitted only with theexpress consent of TE.
Late Performance by the Customer, Insolvency
If the customer is late in making a payment, either in whole or in part:(a) all payment obligations of the customer existing in relation to TE, including those arisingfrom other contracts, shall fall due for immediate settlement. The same provision applies if
the customer is in cessation of payments or if legal composition, bankruptcy or similar
proceedings are applied for or imposed with respect to its assets and if other circumstances
which threaten to result in the customer’s insolvency become known;(b) the customer shall automatically and without the requirement of any reminder by TE(Mahnung) be in default, and shall become liable for late payment interest (Verzugszins)
with effect from (and including) the day immediately following the last day of the applicablepayment period at the statutory rate;(c) the customer shall compensate TE for any damages and losses that TE incurs from thecustomer's delayed payment (Verspätungsschaden);(d) the customer shall bear any consequences of any accidental damages to or destruction of
the relevant Deliveries (Haftung für den Zufall), in case the risks (Gefahrtragung) relating
to the relevant Deliveries have not already been transferred to the customer pursuant tothese GTCs and / or the relevant agreement.
In the event of late payment by the customer, TE, without prejudice to its other statutory andcontractual rights, may decline in whole or in part to make further deliveries under this or any
other contract or make them dependent upon an advance payment or provision of surety.
Transfer of benefit and risk
Any benefits and risks relating to any Deliveries transfer from TE to the customer in accordancewith the prevailing Incoterms.
If a customer is delayed in taking over or accepting any Deliveries, in default with any payment
or delays TE's delivery for reasons for which the customer is responsible, the benefits and risks
related to the relevant Deliveries shall nevertheless transfer from TE to the customer.
These rules also apply to replacement Deliveries.
Retention of Title
Any Deliveries, which have been sold by TE to customers remain the property of TE until full
payment of the sale price has been received and full settlement of all present and future claimsof TE against the customer under and in accordance with the relevant agreement and any
related pending business transactions ("Retention"). If the customer fails to fully meet his
payment obligation, he thereby acknowledges the right of TE to require immediate return of thegoods concerned and to arrange for the refund of any installment payment already received.
The customer shall assist TE in any measures that are necessary to protect TE's title andownership in any Deliveries. The customer particularly authorizes TE, upon conclusion of therelevant agreement, to register, at the customer's cost, its title in public books or registers inaccordance with the relevant national laws and to execute all required documentation. The
customer shall store and maintain the Deliveries at its cost for TE for the duration of the period
of Retention and insure them for the benefit of TE against fire, natural hazard, earth quake,damage (including breakage and vandalism, transport damage) and loss (including theft and inPage 3 of 8

General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

9.3
9.4

9.5

9.6

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10.1

10.2

10.3

02/2024transit). Further, the customer shall take all necessary measures to ensure that TE's title andownership is neither impaired nor rescinded.
Any Retention does not affect the transfer of benefit and risk set out in Sec. 8.
If the customer breaches the relevant agreement, in particular by not paying the purchase pricewhen due, TE shall have the right to withdraw from the respective agreement and/or to demand
return of the Deliveries that are subject to Retention. Demanding return of the Deliveries subject
to Retention does not have to constitute a declaration of withdrawal from the relevant
agreement. Rather, TE is entitled to demand return of the Deliveries subject to Retention andto reserve the right of withdrawal from the relevant agreement. If the customer refuses to returnthe Deliveries subject to Retention, TE shall have the right to enter the customer's businesspremises and to remove the Deliveries that are subject to Retention. Any preliminary measures
to prevent the customer from removing the Deliveries that are subject to Retention (including
actual enforcement) remain reserved.
The customer is authorized to sell and/or to process Deliveries that are subject to Retention in
the ordinary course of its business, subject to the following specific provisions:(a) If Retention continues when Deliveries are combined with third-party goods, TE shall be
granted co-ownership proportionately to the invoiced value of the combined goods.
(b) The customer hereby assigns the receivables from third parties relating to the sale of thesegoods to TE as security, in full or proportionately based on any co-ownership rights inaccordance with the preceding sub-Clause 7.5(a). TE herewith accepts this assignment.
The obligations of the customer set out in Clause 7.6 shall also apply accordingly withrespect to the assigned receivables.
(c) The customer remains authorized to collect the receivables and TE undertakes not tocollect them as long as and to the extent the customer (i) fulfils its payment obligations toTE, (ii) is not in arrears, with any payments, (iii) has not delayed or stopped payments and(iv) has not filed an application to open insolvency or statutory restructuring proceeding. In
such case, the customer shall notify the relevant debtors (third parties) and provide TE withall information that TE may require to collect the assigned receivables.
(d) If the realizable proceeds of the assigned receivables exceed the level of all secured TE's
claims by more than 10%, TE shall release the corresponding part of the security of its
choice at the customer's request.
Any Deliveries that are subject to Retention must not serve as security until full payment has
been received by TE for the secured receivables. The customer shall immediately notify TE if athird parity tries to encumber Deliveries that are subject to Retention.
Warranty
The warranty period (Verjährungs- und Verwirkungsfrist, and not a Garantiefrist or Rügefrist) for
newly delivered Deliveries is one year, for replacement deliveries in accordance with Sec. 9.4
one year calculated from the date of transfer of risk, irrespective of whether any Supplies areintegrated in any products of the customer and whether such products are movable or not.
Article 210 Swiss Code of Commercial (OR) shall not apply.
TE makes no express or implied warranty extending beyond the Deliveries conforming to the
TE product specifications and / or the agreed product specifications. In no case does thewarranty of TE extend to merchantability or fitness for a particular purpose. Any warranty fordefects in title (Rechtsgewährleistung) shall not extend to the use of any Deliveries by thecustomer, in particular any violation of third party rights when including the Deliveries in its own
products. TE does not grant any guarantee for the persistence of specifications beyond transfer
of risk.
TE must be notified of any defects in the goods without delay in writing. Obvious defects must
be reported within five calendar days of delivery. Hidden defects must be reported immediately
but no later than within five calendar days of the time when they were detected or could havebeen detected, failing which the customer shall forfeit all claims arising out of the warranty. The
customer shall further forfeit any warranty claims if and to the extent there has been (a) improper
installation or testing, (b) failure to provide a suitable operating environment, (c) use of the
Deliveries for purposes other than that for which it was designed, (d) failure to monitor or operate
the Deliveries in accordance with applicable TE specifications and good industry practice, (e)Page 4 of 8

General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

10.4

10.5
10.6

11.
11.1

11.2

12.

02/2024unauthorized attachment or removal or alteration of any part of the Deliveries, (f) unusualmechanical, physical or electrical stress, (g) modifications or repairs done by other than TE, (h)mishandling during shipment of the Deliveries. (i) any other abuse, misuse, neglect or accident,or (j) the customer recovers the damages otherwise (e.g., but not limited to, from insurance
coverage or tax reduction).
If TE considers the customer's claim for breach of a warranty of TE based on defective Deliveries
justified, TE shall, at its option, either provide a replacement free of charge or effect repairs(Nachbesserung) within the time frame then possible for TE or grant an appropriate pricereduction (Minderung), the replacement and repairs subject to the customer returning thedefective Deliveries to TE at TE's costs and expenses. If the substitute delivery or repair islikewise defective, the customer may request an appropriate price reduction. Further claims ofthe customer, in particular for rescission and termination of the relevant contract (Wandelung)are expressly excluded, regardless of the legal basis on which they are made. The limitation of
liability pursuant to Sec. 11 likewise applies.
Complaints regarding part-deliveries do not entitle the customer to decline performance of thewhole contract by TE.
Deficiencies of any kind of any Deliveries do not entitle the customer to any claims, rights andremedies other than those stipulated in Sec. 10 and 11.
Liability
To the extent permissible by law, liability of TE shall be limited in every case – even in the eventof liability based on the infringement of intellectual property rights – to compensation for direct
and immediate damages of the customer (i.e. re-installation or product exchange costs, sorting
costs, direct labour costs or direct recall costs where recalls are mandatory under the applicablelaw). Any other liability including but not limited to loss of chances and profit, loss of revenues,
loss of data, loss of use, indirect, consequential and punitive damages is hereby excluded. To
the extent permitted by law, TE is only liable for damages to the extent that it has caused suchdamages by intent or gross negligence. Liability of TE for acts and omissions of any auxiliary
persons (Hilfspersonen) in the sense of the Swiss Code of Commercial (OR) shall be excluded.
To the extent permissible by law, in no event shall TE be liable under any agreement for morethan 5 percent of the value of the individual delivery concerned in total under whatever legal
title.
Medical and other Specific Applications
In connection with any anticipated use of Deliveries by the customer in specific applications,such as, but not limited to, medical applications, unless otherwise confirmed in a writtenagreement executed by duly authorized representatives of TE, customer acknowledges andagrees that:(a) Deliveries are manufactured under normal industrial conditions, which may not satisfy therequirements applicable to products manufactured for certain specific applications. It is thesole responsibility of persons contemplating specific uses, such as medical uses, of the
Deliveries to comply with all applicable laws, regulations, codes and standards, including
but not limited to the U.S. Federal Food, Drug and Cosmetic Act and regulations of the U.S.
Food and Drug Administration.
(b) The Deliveries have not been designed, manufactured, tested or qualified for use in certain
specific applications such as medical applications (including life support systems) andcustomer has not sought or received any rulings from the FDA or any other government
agency as to the safety, effectiveness or appropriateness of its products for such specificapplications. Persons intending to evaluate or to use Deliveries for specific applications, inparticular, but not limited to, medical purposes must rely on their own medical and legal
judgment without any representation on TE´s part.
(c) The customer will indemnify, defend, and hold harmless TE and its officers, directors,
employees, agents, and contractors from and against any and all losses, claims, damages,
liabilities, and expenses (including reasonable attorneys’ fees) arising out of or based upon
any bodily injury or property damage arising from customer´s incorporation of products aspart of any product made by customer for specific applications that TE has not expressly
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General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

02/2024

approved in writing, such as, but not limited to, medical applications, including without
limitation cardiac pacemakers, defibrillators, electrodes, leads, and programmers, andcomponents therefore. TE shall give customer written notice of any such claim and shallcooperate in the defence of such claim at customer´s costs and expense.
13.
13.1

13.2

14.
14.1

14.2

14.3

14.4

ResaleCustomer agrees that it shall not resell any Deliveries purchased from TE unless it fully agrees
with, and fully adheres to, the terms and conditions of TE that apply to any resale of any
Deliveries by the customer.
TE shall not be obligated to provide any warranty service or other technical support for any of
its Deliveries not purchased directly from TE or an authorized distributor of TE.
Intellectual Property and Intellectual Property Rights
TE and any of its affiliated companies are and remain the owners of any and all intellectual
property in any Deliveries, including in particular, but not limited to, all industrial and intellectual
property rights and any knowhow, and no sale and delivery and/or any provision of any
Deliveries by TE to any customer shall lead to any transfer of any industrial or intellectual
property or any industrial or intellectual property rights. In the case of orders whose performance
includes development services, TE is and remains the sole proprietor of the development results
including, but not limited to, all concepts, drawings, samples, ideas, software, documentation
and all other material, together with all intellectual property rights relating thereto or filed thereon.
Rights of use or licenses for the customer in the developing result or in intellectual property
rights are not granted either implicitly or explicitly. In case of any projects that are expected tolead to the creation of development results, the Parties agree that a separate Development
Agreement with details governing the full ownership of all industrial or intellectual property
embodied therein by TE shall be put in place by both Parties.
Neither these GTCs and any agreement with, nor any purchases of any Deliveries by, any
customer shall be construed to confer upon the TE customer or its own customers any licenseunder any patent or other proprietary rights of TE, except the right to use the Deliveries for the
purposes for which they are sold / rendered. In that respect, but also to the extent required whengranting any customer access or insight in any data, documents and information relating to any
Deliveries, such access or insight shall constitute a perpetual, non-exclusive, non-transferrable,
non-sub-licensable and non-alienable license of TE to the customer with respect to the relevant
data, documents and information. TE expressly reserves the right to claim any license fee fromsaid TE customer or their customers. TE also reserves the right to terminate any such licenceat any time without notice with immediate effect.
Upon TE's first request, customer shall return any data, documents and information about TE
and / or any of its products and services that is in the customer's possession or influence, as
determined by TE in its sole and absolute discretion, even if it reaches beyond what is provided
for in Sec. 2.4.
The customer shall solely be responsible that its products and services that include or are basedon Deliveries do not violate any third party industrial or intellectual property or any intellectual
property rights.

15.

Trademarks
The customer shall not use any corporate name or trademarks belonging to or licensed to TE
or its affiliates other than as instructed by TE in writing. No license should be construed to be
granted either implicitly or explicitly in any TE Trademarks, by the sale of products bearing any
such Trademarks or otherwise.

16.

Force Majeure
In the event of force majeure or other exceptional events for which TE is not responsible, whichmake a delivery, fully or partially, be it at all, be it on time, impossible or substantially moredifficult, TE may restrict or suspend the delivery for the duration of such obstacle or withdraw
from the agreement. Force majeure includes, but is not limited to, war, unrest, rebellion, acts ofterrorism and sabotage and similar events, strikes or other industrial conflicts, newly enacted
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General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

02/2024laws and regulations, delay caused by actions or omissions on the part of agovernment/authorities, elementary events (e.g. flooding, storms, hail, snowfall), earthquakes
or other exceptional natural events, epidemics and pandemics as well any consequential
governmental restrictions (e.g. restrictions of trade, any curfews or similar) and/or any shortfallof any public infrastructure (e.g. transportation, energy and IT supply). Under no circumstances
shall TE be held liable for claims related to non-performance, improper performance or belated
performance of contractual obligations due to a force majeure event.
17.

Third party claims
If a third party claims damages from TE, imposes sales bans or invokes similar precautionary
measures on TE and/or any Deliveries because of a use of Deliveries by the customer inviolation of TE's instructions at such third party, improper functionality of products of a customer
in which it integrated Deliveries or products and services of a customer that are based on
Deliveries, or any of the customer's products and services violates any third party intellectual
property or intellectual property rights, irrespective of the underlying grounds, or other similar
grounds, the customer undertakes to fully assume the dispute with such third party and shallfully indemnify TE against, and hold TE fully harmless from, any damages and losses (including
reasonable agent's fees) that TE may incur from such claims, precautionary measures or similaractions of such third party.

18.

Export Controls, Compliance
TE and customer agree to fully comply with all applicable import, export, antiboycott, andsanctions laws and regulations, including but not limited to those of the United States, theEuropean Union, and other relevant countries’ laws (“Trade Laws”). The customer warrants thatit, its parent(s), subsidiary(ies), or affiliate(s), is NOT designated on any government’s sanctions
or restricted parties lists and shall immediately notify TE if it, its parent(s), subsidiary(ies) oraffiliate(s) is added to any government’s sanctions or restricted parties lists. The customer will
not directly or indirectly sell, export, reexport, release, purchase or otherwise transfer TE
Products for or to any prohibited or restricted end-use, end-user, end-destination (including
Cuba, Iran, North Korea, Russia, Belarus and Syria) or in violation of applicable Trade Laws.
The customer shall immediately inform TE if it becomes aware of a violation of applicable Trade
Laws or within two weeks of TE´s request for information on compliance with Trade Laws in
relation to the TE Products contemplated in the respective agreement. TE reserves the right tocancel an order(s) or terminate the respective agreements if TE, at its sole discretion, hasreason to believe that the transaction(s) related to the respective agreement would violate, or
have violated, applicable Trade Laws or if Trade Laws implemented after the date of therespective agreement would prohibit or significantly limit execution of this agreement.

19.

Confidentiality
The customer must keep secret all confidential data, documents and information received fromTE in the context of the business relationship or which it gains access to about TE and any of
its products and services and refrain from disclosing it to third parties and must not use it forany purpose than the use agreed upon with TE in the relevant agreement, unless with respect
to which TE has expressly stated that such data, documents and information are of a nonconfidential nature or with respect to which the non-confidential nature is outright visible fromthe type of the relevant data, document or information.

20.
20.1

Miscellaneous
Should any provision of these GTC or part thereof be or become void, invalid or ineffective, suchvoid, invalid or ineffective provision or part thereof shall not affect the validity of the otherprovisions or the other part of the affected provision. The void, invalid or ineffective provision or
void, invalid or ineffective part thereof shall be replaced by a valid provision or part thereof,
which as far as possible satisfies the same originally intended legal and economic purpose
without being itself void, invalid or ineffective.
No customer must transfer or assign any agreement with TE or any interest therein, by operationof law or otherwise, without the prior express written consent of TE. Any attempted transfer or

20.2

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General Terms and Conditions of BusinessFirst Sensor Lewicki GmbH
Allee 35, DE-89610 Oberdischingen
Germany

20.3
20.4

21.
21.1
21.2

21.3

21.4

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assignment without such consent shall be void. TE may assign any agreement with a customer
or any interest therein at any time to any affiliate without the consent of the customer.
Any alterations of, and any amendments to, any agreement between TE and of its customers
require an express agreement in text form by all involved parties.
No failure by TE to insist on strict performance of any term or condition hereof and / or any
agreement with TE shall constitute a waiver of such term or condition or any breach thereof byTE, nor shall such failure in any way affect TE's legal remedies with respect to any default by
the customer hereunder and / or any agreement.
Place of Performance, Applicable Law and Place of Jurisdiction, Special Domicile
The place of performance for the performance by the customer or by TE is Schaffhausen,
Switzerland, unless not agreed otherwise in any agreement (including these GTCs).
Any legal relations between TE and any customer shall be governed solely by Swiss law to the
exclusion of the conflict of laws principles and any international treaties. The Vienna Purchasing
Convention (United Nations Convention on Contracts for the International Sale of Goods, 11
April 1980 (CISG)) is hereby specifically excluded.
All disputes arising out of the contractual relationship with any customer, relating to it or affecting
its validity or the validity of these GTC shall fall within the sole jurisdiction of the courts at theplace where TE has its registered office, at the date hereof, Schaffhausen, Switzerland. TE
shall have the right, however, to invoke proceedings against any customer at the customer's
place of business or the place where any products are located at any given time.
In case of a customer abroad, the place of incorporation of TE shall serve as a special domicile(Spezialdomizil) of the customer pursuant to art. 50 para. 2 Swiss Debt Collection andBankruptcy Act (Schuldbetreibungs- und Konkursgesetz).

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