GENERAL TERMS AND CONDITIONS
As at 12/2021

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General – Oral/ Written Additional Agreements - Offers
Any of the deliveries and services between Buyer (i.e. “You”) and Seller (i.e. “We”) shall be subject to the following
General Sales Terms and Conditions exclusively. Any other conflicting, differing and/or terms and conditions notcontained in these General Sales Terms and Conditions shall not be effective unless expressly agreed upon by Buyer
and Seller in writing, which also applies in case both Parties unreservedly perform deliveries of Product and Service withknowledge of conflicting, differing conditions or conditions not contained in these General Sales Terms and Conditions.
Any Seller’s sales personnel are not authorized to make oral or written additional agreements except the General Sales
Terms and Conditions, unless upon authorization by chopping the company’s seal (including the special seal forcontract) on such agreements.
The quantity, quality, and description of and any specification of the ordered Product shall be set out in and be subject
to the quotation issued by Seller.
The order shall not be binding for Seller until it is confirmed by Seller in writing or tacitly accepted by Seller in the form of
actual performance or issuance of an invoice.
Illustrations, drawings, calculations and other product-related, application-related or project-related documents(“Copyright Documents”) which contain valuable know-how or valuable information remain Seller’s sole property and are
subject to its copyright even if handed over to Buyer. None of Copyright Documents shall be reproduced or madeavailable to third parties without Seller’s prior written consent.
No contract that has been agreed upon shall be cancelled unless mutually agreed upon. Seller reserves the right tocharge for losses, costs, damages, charges, and/or expenses incurred when the contract is terminated.
Delivery - Date of Delivery - Extension of the Delivery Period - Partial Performance
Unless otherwise expressly agreed upon, the agreed dates for performance are not fixed deadlines.
The delivery period and the period for Service does not commence until all details are clarified and both Parties haveagreed on all the conditions of business. The prerequisites for adherence to delivery periods and periods for Service
are: (a) All documents which are to be provided by Buyer have reached Seller on time; (b) All approvals and releases
which are to be provided by Buyer have been issued on time; (c) Buyer has fulfilled its contractual obligations,particularly the payment obligations in full.
Unless otherwise expressly agreed upon, the delivery period is considered to have been met if the operational shipment
has left Seller’s plant within the agreed delivery period. Unless otherwise specified in the contract all Products shall bedelivered under “DDP” (Incoterms 2020) terms.
The delivery is only made to locations in People's Republic of China (“PRC”).
The delivery period shall be reasonably extended if the failure to comply with the delivery period is due to force majeure,i.e. an unforeseen event which Seller has no influence on and Seller shall not be responsible for (e.g. official actions andorders (irrespective if they are valid or invalid), fires, floods, storms, explosions or other natural disasters, disturbancesof operation, labor disputes, strikes, lockouts). This shall also apply under the following circumstances: (a) if force
majeure occurs during an undue delay in delivery and if a supplier of Seller is affected by force majeure; (b) Buyer fails
to present necessary approvals or documentation from third parties in time; (c) the necessary specifications are notavailable to Seller in time.
Deliveries and Services may be made in installments unless otherwise stipulated by the Parties. In such a case Seller isalso entitled to invoice such installments separately.
In case the delivery is delayed at Buyer’s request or due to circumstances for which Buyer is responsible, Seller is, upon
demonstration of readiness to ship, entitled to charge Buyer the costs resulting from storage but not less than 0.5 % of
the invoice amount of goods for each week commenced, but in maximum 10 % of the invoice amount of goods. Both
Parties may have the right to certify whether the actual storage costs are higher, lower or don’t even exist. The statutory
rights to terminate the contract and to claim damages shall remain unaffected thereby.
Force Majeure –Termination of Contract Reservation of timely and correct supply of incoming goods
Should either Party be prevented from fulfilling its obligations according to these General Sales Terms and Conditions
due to the case of force majeure such as war, serious fire, flood, typhoon, earthquake and other incidents which both
Parties consistently consider such an incident as Force Majeure, the time for fulfillment shall be extended by a period
equivalent to such a time caused by the incident.
The Party claiming Force Majeure shall give written notice to the other Party as soon as possible. In such a case theaffected Party will be excused from the fulfillment of its obligations to the extent a delay is caused by Force Majeure.
During the duration of Force Majeure, each Party shall bear its own cost resulting from the delay in the fulfillment of its
obligations.
If both Parties cannot reach an agreement within 90 days after the occurrence of the event of Force Majeure, either
Party has the right to terminate the sales contract. The same shall also apply in the case of subsequent impossibility ofcontract performance, for which Seller is not responsible. In case of such termination, either Party shall bear its own
costs, and waive the right to claim any compensation resulting from the termination. If a Party intends to withdraw fromthe contract for the reasons above, then they must immediately inform the other Party thereof.
Seller also shall be exempt from its delivery obligation towards the Buyer if the correct goods ordered for
performing the contract have not been delivered to Seller in due time by the supplier of Seller.
Retention of Title
Seller reserves the title to all the Products until Buyer makes all relevant payment in full. This also applies in case thepayment for certain performances indicated by Buyer is made. If the retention of title is linked to special prerequisites orforms in the country or region where Buyer is located, Buyer is required to notify Seller accordingly and to ensure
fulfillment at Buyer’s own expenses. Seller reserves the option to register the purchased goods on retention of title with
the PRC Moveable Property Financing Unified Public Notice System. If Buyer refuses to cooperate with Seller in such
–1–Doc.-No. 946618.000 · EN · L21 · Replaces I17

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6.1
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6.7

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6.9
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7.1

7.2

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7.4

Passing of Risk - Incoterms - Transport Insurance
Unless otherwise expressly agreed upon, the delivery shall be conducted under the term DDP (Incoterms 2020) at
Buyer’s designated delivery address.
Unless otherwise expressly agreed upon, any risks of losses or damages of the Products passes on to Buyer as soon
as the Products have arrived at the destination address.
If internationally customary transportation and risk bearing clauses are used in the contract, these clauses shall beinterpreted according to the International Rules for Interpretation of Trade Terms (Incoterms 2020).
Warranty Claims - Complaint Obligations
Unless otherwise expressly agreed upon, quality and feasibility shall be stipulated exclusively and exhaustively in thetechnical data sheet or the instruction manual regarding the respective Product.
Seller agrees that in case of a claim for supplementary performance (subsequent improvement or additional delivery)
the most cost-effective alternative shall be chosen, provided that this alternative is not detrimental to Buyer.
Insofar as the expenses required for the purpose of subsequent performance are increased by the fact that Buyer hastaken the goods to a place other than the place of performance after delivery, any additional costs incurred as a result
shall be borne by Buyer.
Complaints due to incomplete or incorrect delivery must be made to Seller in written form immediately but not later than
within one week following delivery (apparent defects) or discovery of the defect. Otherwise the assertion of incomplete
or incorrect delivery is excluded.
Buyer’s statutory requirements regarding inspection and complaint of Products receivable will not be restricted.
Warranty claims are subject to a limitation period of 24 months following transfer of risk. If delivery was delayed forreasons beyond Seller’s control, warranty claims are subject to a limitation period of 24 months following transfer of riskor 24 months after Seller first notified Buyer that Seller was ready to deliver (whichever period expires earlier).
If a certain number of operations or switching cycles is agreed for a product such an agreement shall be valid until thelimitation periods described in Section 6.6 above are expired. If the agreed number of operations or switching cycles ofa product is reached prior to the expiration of the limitation periods described in Section 6.5 above, all claims resulting
from such an agreement shall be ceased with immediate effect. The agreement of a certain number of operations or
switching cycles is only valid if the product is used under the environmental conditions described in the appropriatetechnical data sheet or in the appropriate instruction manual.
Warranty claims are excluded in case of: (a) failure of inspection and complaint of Products receivable as described in
Section 6.4 and 6.5 above; or (b) subsequent and unauthorized modification to the Product unless there is evidence thatsuch a defect is not resulted from such a modification; or (c) defects resulting from normal wear, improper usage or
improper storage.
Compensation for damages by Buyer shall only be made in accordance with Section 8.
Intellectual Property Rights and Copyrights - Defects of Title
Unless otherwise expressly agreed upon, Seller is only obliged to fulfill the obligations not to infringe the Intellectual
Property Rights (hereinafter referred to as “Intellectual Property Rights”) only in the countries or regions where theProducts are produced or where delivery of the Products is made. “Intellectual Property Rights” in terms of these
General Sales Terms and Conditions shall mean invention, utility models, design patents, trademarks, as well as
copyrights. In case of a third party raises any justified claims against Buyer due to infringement of Intellectual Property
Rights through performances supplied by Seller and used according to the contract, Seller shall be liable to Buyer within
the period defined in Section 6.6 as follows in Section 7.2.
Seller will decide at its own discretion if to, at its own expenses, (a) acquire the rights to use such Intellectual Property
Rights for the performances under the contract, (b) alter the Products in such a manner that Intellectual Property Rights
are not infringed, or (c) exchange the Products. Compensation for damages shall only be required in accordance with
Section 8.
The above-mentioned obligations of Seller under Clause 7.2 exist only when Buyer informs Seller in writing immediately
concerning claims asserted by the third party. Performance of such obligations shall not be considered as Seller’s
acknowledgement of any infringement and Seller shall retain the rights to take all defensive measures and settlement
proceedings.
Buyer’s claims are excluded if Buyer is solely responsible for the infringement of the Intellectual Property Rights.

–2–Doc.-No. 946618.000 · EN · L21 · Replaces I17

4.2

registration, Seller reserves the right to withdraw the goods at any time and consequently if the goods cannot berecovered by Seller, Buyer shall be obligated to compensate all losses Seller may sustain thereof.
Linkage, blending or processing of the Products shall be conducted by Seller as the manufacturer, but without occurring
any obligations for Seller. If (joint) title raised due to linkage, blending or processing, it is agreed that Seller shall acquirejoint title to the new item in proportion to the value of the Product supplied by Seller compared with the other products atthe time of linkage, blending or processing. Buyer shall store the items of which Seller has (joint) title for Seller without
any additional charges.
Resellers are permitted for resale of the Products in the course of ordinary business unless being revoked. Seller may
revoke the permission of resale if (a) Buyer stops payment, or (b) Buyer is in delay of payment, or (c) upon the
conclusion of the contract, if there are indications for deterioration of Buyer’s property or other facts indicating that
Seller’s claim will be endangered due to Buyer’s failure/delay of performance of obligations. For goods in which Sellerhas (joint) title, Buyer hereby assigns Seller all claims arising from resale of the items delivered to third parties or fromany other cause in law in the sum of the invoice value of the corresponding items, and Buyer shall provide a guarantee
for the aforementioned goods. On demand Buyer is obliged to provide Seller with written declarations of assignment.
Buyer is revocable authorized to collect the assigned claims against the third party in the course of ordinary business in
its own name. This collection authorization may be revoked by the same reasons as the right of resale.
Buyer is not permitted to pledge or transfer purchased goods unless otherwise stipulated by the Parties. Buyer must
inform Seller without delay of any seizer and lien of property, or any other disposals or interferences by third parties.
Seller undertakes at its own discretion to release the pledge upon Buyer’s request insofar as the value of the pledge
thereof exceeds 10% of the claim to be pledged.

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Buyer’s claims are also excluded if the infringement of Intellectual Property Rights is caused by Buyer’s special
instructions, any use not to be foreseen by Seller, or any modification made on the Products without Seller’s
authorization.
Claims against Seller or Seller’s vicarious agents due to defects in title other than those stipulated in this Section 7 are
excluded.
Any Intellectual Property Rights produced by the outcome during the fulfillment of the contractual obligations shallbelong to Seller, unless Buyer may prove that the outcome is significantly attributed by Buyer. Under similar
circumstances or other conditions where Intellectual Property Rights will be inevitably produced, Seller shall obtain aroyalty-free and non-exclusive right to use such Intellectual Property Rights, without limitation in terms of time, locationand content.
Liability
Seller shall only be liable for direct damages of Buyer caused by flaws of delivery or performance, or violation of othercontractual or non-contractual obligations, in particular caused by tort as far as legally permitted by the applicable law,
due to willful intent or gross negligence.
Damages which Seller is liable under Section 8.1 are limited to such damages that must have been foreseeable bySeller upon the conclusion of contract as typical damages (hereinafter referred to as “Damages”).
Damages under Section 8.2 are: (a) the maximum damages in each case shall be equal to the amount of the net
purchase price of the affected contract; (b) the maximum damages per calendar year shall be equal to the amount of the
net turnover of all purchased products bought by Buyer from Seller in the preceding calendar year. In the first contract
year the maximum damages shall be the amount of the turnover of the purchased products bought by Buyer from Seller
until the occurrence of the event of damage. In any event, Typical Damages under Section 8.2 shall not include any
indirect damages (e.g. recovery for loss of profit, damages resulting from interruption of business).
Despite Section 8.3, the amount of damages to be paid by Seller to Buyer shall be determined in favor of Seller, inconsideration of Seller’s economic situation, nature, scope, and duration of the business relationship, the amount ofdamages contributed or responsible by Buyer and a particularly disadvantageous situation of installation of the part
supplied. Particularly, damages, cost and expenses paid by Seller to Buyer shall be subject to the value of the Products
being delivered.
All limitations of liability shall apply to the same extent to vicarious agents.
A change in the burden of proof to Buyer’s disadvantage shall not be associated with the provisions in this Section 8.
Prices - Price Increases
The Price shall be the quoted price authorized by special seal for contract. All quotations are valid for 30 days only or
may be extended to any date acceptable to Buyer, and Seller has the right to alter the quotation after the expiration of
the period or date without giving notice to Buyer.
Except as otherwise stated under the General Sales Terms and Conditions of any quotation or in any price list of Seller,
or otherwise agreed in writing between Seller and Buyer, all quotations by Seller are made based on DDP terms withthe restriction as of 9.4. Once upon request by Buyer and confirmed by Seller, Seller agrees to make the delivery of
Products to the destination other than Buyer’s plants and any expenses for packaging, transportation and insurance
shall be charged extra.
Seller reserves the right, by giving notice to Buyer at any time before delivery, to increase the Price to reflect any
increase in the costs to Seller which is due to any factor beyond Seller’s control, any change in the delivery dates,
quantities or specifications for the Products which is requested by Buyer, or any delay caused by any of Buyer’s
instructions or failure to give Seller adequate information or instruction.
An additional transportation surcharge of CNY 50 will be charged for each order with a net value below CNY 500.
Payment Terms - Late Interest - Assignment
Unless otherwise expressly agreed, payment terms are full payment of Price of Product and/or Service by TT and inany case prior to deliverance of any Product and/or Service.
If there are actual facts indicating that Buyer’s financial situation deteriorates after conclusion of the contract, or otherfacts exist after conclusion of the contract which justify the presumption that Seller’s claim against Buyer is jeopardized
by Buyer’s inability to perform, Seller may demand corresponding adequate guarantee for Seller’s Products/Services
and/or revoke any payment terms granted, even for other obligations. If Buyer fails to provide adequate guarantee
requested by Seller within a reasonable time, Seller has the right to terminate the contract without affecting Seller’s
rights to claims for products/services provided or Buyer’s breach.
If payment is made via bank transfer, Buyer shall bear all international and domestic bank charges and any
administrative charges imposed by the banks.
Any payments made on the invoices, including deposit and late interest, are non-refundable and Products and/or
Services provided or to be provided are non-exchangeable.
Except with the prior written consent of Seller, any contractual relationships and the associated rights are nonassignable.
If the costs to Seller of performing its obligations under any contract with Buyer shall be varied by reason of the creationor amendment after the date of order acceptance of any law or of any order regulation or by-law having the force of law
or any applicable standard, the amount of such increase or decrease shall, as applicable be added to or deducted fromthe contract price. This includes but is not limited to varying costs of customs and excise duties, levies, charges, imposts
and the like. For the purpose of Clause 10. of these terms the expression ‚cost‘ is deemed to include overheads andinterest paid by us.
Exchange rate variation payable shall be calculated at the rate of exchange actually paid by Seller against the exchange
rate in the quotation. If prices are expressed in different currencies and Buyer seeks or requires payment in any different
currency, he shall bear any foreign exchange risk arising from such payment.
Payment shall not be deemed to have been made before the Seller has received the payment. Should the Buyer
make default in respect of any payment due to the Seller then the Vendor shall have the right, in addition to allother rights to which it is entitled at law, to: (a) charge interest on the overdue amount at three percent (3%)
above the rate charged to the Vendor by its major banker for overdraft accommodation and calculated from the due–3–Doc.-No. 946618.000 · EN · L21 · Replaces I17

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12.
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12.2

Offsetting – Securities – Assignment
Offsetting your claims against ours is only permitted if we have recognized your claims, your claims are undisputed orlegally established, or are closely related to our claim (synallagmatic contract). The same shall also apply to rights towithhold performance; you are authorized to exercise a right of retention in as far as your counterclaim results from thesame contractual relationship, except for movables over which a retention is not permitted by the PRC Laws.
If there are actual indications of material deterioration of assets after conclusion of the contract or if there are other facts
or facts that become known after conclusion of the contract that justify the assumption that our claim for consideration isjeopardized by a lack of funds, we are entitled to demand appropriate securities for our products/services and/or revoke
any payment terms granted, also for other receivables. If you do not provide the appropriate collateral that is requested
by us within a reasonable period, we may withdraw from the contract. Existing claims from products/services alreadyprovided or on account of delay, as well as our rights from Art. 525 and 526 of the PRC Civil Code, remain unaffected
thereby.
The assignment of claims from this contractual relationship is only permitted following our prior written consent. No such
entitlement to the granting of such consent arises.
Obligations in the case of resale
In the case of resale of the delivery item, you are obligated to adhere to the provisions of the German Law on Foreign
Trade and Payments (AWG), German foreign trade regulations (AWV), the EU Dual Use Regulation (Regulation (EU)No. 428/2009), the US Export Administration Regulations (EAR) and PRC Export Control Law - in their respective valid
versions – and to pass this contractual obligation on to your customers accordingly.
You shall reimburse us for all losses and costs arising from the culpable non-compliance of the duties stipulated in
Clause 12 and indemnify us from any third-party claims lodged against us in this connection.

13.

Return of electrical equipment – Return of packaging
You agree to dispose of delivered products after the end of their use at your own expense in accordance with
Regulations on the Administration of Recycling and Disposal of Waste Electrical Appliances and Electronic Products of
PRC, Art. 625 of the Civil Code of PRC and other applicable laws and regulations. You shall contractually oblige
commercial third parties to whom you pass on the delivered products to ensure that these third parties properly disposeof the products at the end of their use and at their own expense in accordance with the Regulations on the
Administration of Recycling and Disposal of Waste Electrical Appliances and Electronic Products of PRC, Art. 625 of the
Civil Code of PRC and other applicable laws and regulations, and to impose a corresponding further obligation in theevent that the products are passed on again. If you violate your obligation to pass on the obligations to your customers,
you are obliged to take back the delivered products at your own expense after the end of their use and to dispose ofthem in accordance with the Regulations on the Administration of Recycling and Disposal of Waste Electrical
Appliances and Electronic Products of PRC, Art. 625 of the PRC Civil Code and other applicable laws and regulations.
Provided we are legally obligated to do so, we will return the transport packaging at your request. You shall bear thecosts for the return of the transport packaging.

14.
14.1

Data privacy
With entering this agreement, it is deemed that Buyer agrees that Seller may collect, store and use personal informationin relation to Buyer or Buyer company’s directors and officers, for the purposes of considering any credit applicationfrom Buyer or any other purpose related and incidental to the business relationship between Buyer and Seller.
When Seller discloses Buyer’s Personal Data to Seller’s affiliates, business partners, and other parties, in event that
Buyer’s Personal Data may be transferred to countries outside PRC, Seller shall comply with the applicable laws.
Seller, insofar as is permitted by the laws, may take the below actions for data protection: through binding company
rules, standard contractual terms on the protection of personal data, certificates, or recognized codes of conduct. Pleasecontact Seller’s Data Protection Officer if you would like more information on this topic.
Seller will not disclose any of Buyer’s personal information to any third party except to obtain credit information, make anentry on Buyer’s credit report, to enforce these Terms, or to comply with laws, regulations and authorities.
Please see our privacy statement for further information.

14.2

14.3
14.4
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15.3
15.4

Place of performance – Place of jurisdiction – Applicable law – Language
The place of performance for all obligations from the contractual relationship is Shanghai, the PRC.
It is agreed that any dispute, controversy, claim or difference arising out of or relating to the contract between Seller andBuyer shall be settled through friendly consultations. In case an agreement can’t be reached through consultation, thedispute, controversy, claim or difference shall be settled before a competent court in Pudong Shanghai. The defeatedparty shall bear all court fees and reasonable legal fees incurred by the prevailing party.
The PRC law applies exclusively to the exclusion of the conflict of laws.
The English and Chinese versions of the General Terms and Conditions shall be equally authentic. In case of any
discrepancy or conflict between the two versions and such discrepancy or conflict shall not be settled by applicablestatuary interpretation, the Chinese version shall prevail.

–4–Doc.-No. 946618.000 · EN · L21 · Replaces I17

10.9

date of payment to the actual date of full and final payment. Any payment subsequently made by the Buyer to the
Vendor shall be credited first against any interest so accrued; and/or (b) suspend all deliveries or works and any
contract period shall be extended by the period of the suspension; and/or (c) terminate the contract.
All cost of collecting money due under a contract, including but not limited to, legal expenses, costs for preservation,
investigation and identification, legal interest, attorney’s fees shall be paid by Buyer to Seller.

Supplementary software conditions
For the use of separately purchased software („Software as a Product“), our Terms and Conditions for the licensing of standard
software for a fee or our Terms and Conditions for the free licensing of standard software or our Terms and Conditions for theadaption of standard software (customizing) in return for a fee shall apply with priority. Insofar as software is included in thescope of delivery of a Product and this is made available for use, whether for payment or free of charge, the following provisions
shall apply in addition, whereby in the event of contradictions between the above and the following provisions with regard to
Software, the following provisions shall take precedence:

16.2

16.3

16.4
16.5
16.6

16.7

16.8
16.9
16.10

16.11

Rights of use
We grant you the non-exclusive right to use the software for its intended purpose. The scope of intended use can befound in the respective software datasheet or the operating instructions for the software. The right of use is limited to theagreed period, in the absence of such an agreement the right of use is for an indefinite period.
You may only use the software with the hardware stated in the datasheet or the operating instructions, in the absence ofsuch reference only with the Product delivered together with the software. The use of the software with another device
requires our prior written consent; in the case of culpable breach of this obligation, we are entitled to demand an
appropriate additional remuneration. Further claims remain unaffected thereby.
If several devices are mentioned in the datasheet or operating instructions, you may only use the software on one ofthese devices at the same time (single license), unless a multiple license (cf. Clause 16.11) has been agreed. If there
are several workstations for one device where the software can be used independently, then the single license only
covers one workstation.
The licensing of the software is effected solely in machine-readable format (object code).
You may only make one copy of the software which can be used for backup purposes only (backup copy). Apart from
that, you may only copy the software if a multiple license has been agreed as an exception.
Except in the cases of decompilation, you are not entitled to change, reverse engineer, or translate the software, or
remove parts thereof. You may not remove alphanumeric and other identifications from the data carriers. They are to betransferred unmodified to every backup copy.
If there is a termination reason under these terms and conditions, the contract or other applicable laws and regulations
or if we have in written accepted a request from you concerning this matter, we grant you the revocable right to transfer
the right of use to the software to third parties. A transfer to a third party may only be effected together with the Productthat you purchased in connection with the software. In the case of a transfer of the right of use to third parties, you shallensure that no further rights of use to the software are granted to the third party other than you are entitled to according
to these terms and conditions and those in the respective datasheet or the operating instructions, and that the third party
shall be obliged to comply with at least the same obligations as are imposed herein with regard to the software. In thecase of a transfer, you may not retain any copies of the software.
You are not entitled to grant sublicenses.
If you transfer the software to a third party, then you are responsible for compliance with any export requirements andshall indemnify us against any and all such cases of a culpable breach of duty.
Provided that we license you software, for which we only have a derived right of use (third-party software), the terms ofuse agreed between us and the licensor shall apply in addition to the provisions of these supplementary software
conditions and also take precedence. If and to the extent that we license you open source software, the terms of use
governing the open source software shall apply in addition to the provisions of these supplementary software conditions
and also take precedence. We shall make reference to the existence and terms of use of licensed third-party and open
source software in the datasheet or the operating instructions, as well as give you access to the terms of use uponrequest. In the case of a breach of these terms of use, as well as ourselves, our licensor is also entitled to assert any
and all claims and rights in their own name.
You require a right of use to be agreed separately for using the software on several devices or simultaneously at several
workstations. The same shall apply to the use of the software in networks, even if the software is not copied. In the
aforementioned cases (hereinafter referred to as „multiple license“), the following provisions (a) and (b) apply in addition
to the provisions according to 16.1 to 16.11 and also take precedence:a) A prerequisite for a multiple license is express written confirmation from us about the number of permissible copies
which you may create of the software, and about the number of devices or workstations on which the software may
be used. For multiple licenses Clause 16.7 applies, however, on condition that the multiple licenses may only betransferred by you to third parties if they are transferred together and with all devices on which the software may beused.
b) You shall observe the instructions on copying provided by us together with the multiple license. You shall keep logsof the locations of all copies and present these to us on request.

17.

Transfer of risk
When software is licensed using electronic communication media, for example via the Internet, the danger of accidental
loss and accidental deterioration of the software shall pass to you when the software leaves our sphere of influence(e.g. at the time of download).

18.
18.1

Obligations to cooperate and liability
You shall take all necessary and reasonable measures to prevent or restrict damage by the software.
In particular, you shall ensure the regular backup of programs and data.
If you are in culpable violation of this obligation, we shall not be liable for the consequences, particularly not for the
replacement of lost or damaged data or programs. A change to the burden of proof is not associated with theaforementioned provision.

18.2

19.
19.1
19.2

Material defects
The parties agree that software generally cannot be created without errors; this also applies to the software covered bythese terms and conditions.
Material defect claims related to the software become time-barred within 12 months of the transfer of risk. The
aforementioned provisions shall not apply in cases where the Art. 188 of PRC Civil Code prescribes longer limitation–5–Doc.-No. 946618.000 · EN · L21 · Replaces I17

16.
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19.3

19.4

19.5

20.

periods and in cases of a liability for damage from injury to life, body or health as well as in cases of a liability fordamage arising from an intentional or grossly negligent breach of duty.
Software is considered to have a material defect only if you can prove that there are reproducible deviations from thespecification in the datasheet or the operating instructions. A material defect does not exist if it does not appear in theversion of the software last transferred to you and its use is deemed reasonable for the buyer.
Material defect claims do not exist− for damage arising as a result of incorrect or negligent use of the software− for damage arising from special external factors that are not preconditions in accordance with the contract− for modifications made by Buyer or third parties and the consequences− for software expanded by Buyer or a third party beyond an interface envisaged by Seller for this purpose− in a situation where the software is not compatible with the data processing environment used by Buyer.
The claim for supplementary performance is fulfilled as follows in the case of software: We provide you with a newedition (Update) or a new version (Upgrade) of the software, provided we have such or it can be procured by us at areasonable cost.
Intellectual property rights and copyrights – Defects of title
If a third party lodges claims on the grounds of a violation of intellectual property rights in relation to the software, weshall be liable according to Clause 7 within the period defined in Clause 19.2.

Doc.-No. 946618.000 · EN · L21 · Replaces I17

Balluff Automation (Shanghai) Co.,Ltd.
China (Shanghai) Free Trade Zone Xiya Road 11,
Fourth Floor of the C3 Site
Pudong, 200131, Shanghai, China
Phone +86 400 820 0016
info@balluff.com.cn
www.balluff.com.cn–6–