GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. Sales Agreement.
a)
The sale of products and performance ofservices by Dantec Dynamics GmbH (“Dantec
Dynamics”) is exclusively governed by the following
terms and conditions (“Terms and Conditions”).
b)Dantec Dynamics’ offer to sell products andperform services to the buyer (“Buyer”) is expressly
limited by Buyer’s acceptance of these Terms andConditions, as evidenced by Buyer’s issuance of apurchase order for product(s), and/or services, or
Buyer’s acceptance of any product or service under
the purchase order, or Buyer’s payment for any
product or service under the purchase order.
c)
Deviant, supplementary or contradictoryterms and conditions of Buyer, if any, included on
any Buyer’s purchase orders, acknowledgmentforms or any other document shall not apply and
Dantec Dynamics hereby expressly contests suchterms, except any such terms are expressly agreed
to in writing by Dantec Dynamics regardless ofwhether such orders are fulfilled without any
retention by Dantec Dynamics even if Dantec
Dynamics is aware of contradictory, deviant or
supplementary terms and conditions of Buyer.
d)Any offers to sell products or to perform
services by Dantec Dynamics must be in writing to
be valid, and all such offers shall be valid for thirty(30) days from issuance, unless otherwise set forthin such offer. Such offers shall be deemed accepted
only upon Dantec Dynamics’ receipt of Buyer’s
written acceptance, provided that Dantec Dynamics
receives such acceptance within one (1) week ofthe expiration of such time limit (such accepted
offer, an “Order”).
e)Dantec Dynamics shall not be liable for any
errors or miscalculations in Buyer’s Orders.
f)Buyer may not cancel any Order without
Dantec Dynamics’ prior written approval, suchapproval at Dantec Dynamics’ sole discretion. In theevent Dantec Dynamics expressly agrees in writing
to permit Buyer to cancel an Order, Buyer willcompensate Dantec Dynamics for all costs andlosses attributable to the cancellation. Subject to thewarranty set forth in Section 11, products purchased

under these Terms and Conditions
returnable.

are notg) Each party shall designate a primary
representative, prior or subsequent to theacceptance of the applicable Order, who each shallbe responsible for directing the specific activities of
their respective employees, consultants and agents,
and who shall have sufficient authority to represent
Dantec Dynamics and Buyer, respectively, on alltechnical, administrative and supervisory mattersarising in connection with the performance of any
services hereunder. Each party may replace its
primary representative upon reasonable notice tothe other party.
2. Prices.
a)
All prices include air freight packing, but
exclude (and Buyer shall be solely responsible for)costs of loading, shipping, delivery, insurance,
installation and commissioning. Prices do notinclude any fees, taxes or duties relating to theshipment and delivery of any of the products,
including without limitations value-added tax (VAT),
duty, import and export tariffs and other forms oftaxes and excise duties in Germany and/or therecipient country.
b)
In addition, Dantec Dynamics shall invoice
Buyer for expenses incurred as a result of
performing any services in accordance with anOrder. Such expenses shall be limited to travel andout-of-pocket expenses actually incurred by Dantec
Dynamics in the performance of its services
hereunder.
c)
If the currency fixed in an Order isdevalued, such that the rate of exchange between
the currency chosen and the EURO varies by morethan two percent (2%) as from the date of theOrder, Dantec Dynamics may, at its sole discretion,suspend all performance under the Order and notify
Buyer of any price adjustment resulting from thedevaluation. Buyer must then notify Dantec
Dynamics in writing within eight (8) days of the dateof Dantec Dynamics’ notification whether Buyer
wishes to purchase the products and/or services at
the adjusted price. If Buyer fails to notify Dantec
Dynamics during such 8-day period, then Buyer’sOrder will be automatically cancelled. Dantec
Dynamics shall not be liable for any costs or lossesof Buyer attributable to such cancellation.

3. Time of Delivery.
a)
The estimated date of delivery shall be
stated in Dantec Dynamics' initial offer to sell
products to Buyer and Dantec Dynamics will use
commercially reasonable efforts to deliver the
products within the estimated time to the extent
possible. Delivery dates are estimates only and
Dantec Dynamics does not guarantee delivery of
products on or by any estimated delivery date.
Dantec Dynamics shall not be liable to Buyer for
any costs, fees, penalties or price reductions as aresult of any failure to deliver products inaccordance with any estimated delivery dates.

Drawings, descriptive documents, parts lists andother documentation (collectively, “Documentation”)
provided or made available to Buyer by Dantec
Dynamics are confidential information of Dantec
Dynamics and may be used by Buyer only inconnection with the use of the products. Buyer may
not copy Documentation or disclose Documentation
to any third party.
8. Use of Dantec Dynamics' Products.

b)Partial deliveries by Dantec Dynamics are
permitted unless otherwise upon agreed in writingby the parties.

Dantec Dynamics points out to Buyer and Buyer
acknowledges and agrees that the products must
be used in accordance with the Documentation andall other instructions provided by Dantec Dynamics
and, where stated, products must be operated only
by personnel who have received the appropriate
training. Any Dantec Dynamics products that are to
be connected to an electricity supply must be
operated only by appropriately trained and qualified
personnel, and must not be made available to any
personnel without the proper training andqualifications.

4. Delivery.

9. Rights and Software.

Delivery shall be made Ex Works (EXW) (Incoterms
2010), Dantec Dynamics’ shipping point. Unlessotherwise agreed upon by the parties in writing,
Buyer shall arrange for transportation and transport
insurance. If Buyer fails to arrange fortransportation, Dantec Dynamics will choose amethod of transportation that it deems appropriate.
In all cases Buyer is responsible for all expenses
involved in the shipment and delivery of products(including without limitation loading, freight,
shipping, insurance, forwarding and handlingcharges).

a)Certain
DantecDynamics
software(including, without limitation, any third party
software incorporated in a Dantec Dynamics
product or otherwise provided with any Dantec
Dynamics product) may be provided to the Buyer
along with the Dantec Dynamics products. Buyer
acknowledges and agrees that all such Dantec
Dynamics software (including any such third party
software incorporated in a Dantec Dynamics
product or otherwise provided with any Dantec
Dynamics product) is subject to the terms andconditions of the Dantec Dynamics Software
License Agreement provided with such Dantec
Dynamics product and Buyer hereby agrees toabide by such Dantec Dynamics Software License
Agreement. Further, Buyer shall not copy Dantec
Dynamics’ software or any related documentation,other than as is necessary for the creation of asingle back-up copy thereof. Buyer acknowledges
that the Dantec Dynamics software provided with
the Dantec Dynamics products may be used solely
for the purpose of operating the products inaccordance with Dantec Dynamics’ written
documentation.

5. Passing of Risk, Title Transfer.
Title to products and the risk of loss
(Leistungsgefahr) shall pass to Buyer as soon as
the products have been placed with a transport
agent.
6. Drawings, Descriptive Documents, etc.
All data, in particular measurements, dimensions,design and description of the products included in
catalogues, prospects, circulars, advertisements,
illustrated matter and price lists are approximate
and shall not be binding unless otherwise expressly
agreed upon in writing by the parties.
7. Confidential Information.

b)
Notwithstanding that title to the products
may pass to Buyer, no title to the Dantec Dynamics
software shall pass to the Buyer and Dantec
Dynamics shall remain the exclusive owner of all
intellectual property rights of whatever natureincluding, without limitation, copyrights, patents andpatentable inventions, know-how, trade secrets,
trademarks and design rights (whether registered,registrable or otherwise) embodied in or otherwise
relating to the products (including any Dantec
Dynamics software contained therein or provided
with same). Other than as permitted by applicablelaw, Buyer shall not reverse engineer the products
or any part thereof. Buyer shall not remove any
proprietary notices and/or branding contained in orotherwise affixed to the products or any Dantec
Dynamics software (including, without limitation, any
third party software incorporated in a Dantec
Dynamics product or otherwise provided with any
Dantec Dynamics product).
10. Confidentiality, Proprietary Rights. The term
“Confidential Information” of a party means
technical, business and financial information relating
to the disclosing party that is made available ordisclosed, in whatever form or medium, regardlessof whether tangible, intangible, visual or oral, andregardless of whether or not marked or otherwise
identified as confidential.
Each of Dantec Dynamics and Buyer shall not copy,
reproduce, sell, assign, license, market, transfer,
give or otherwise disclose Confidential Informationof the other to any third party, or use such
Confidential Information for any purposes not
specifically permitted hereunder, without theexpress, prior written consent of the disclosing
party.
Without limiting the generality of theforegoing, Dantec Dynamics and Buyer shall eachadvise their employees, consultants, agents andrepresentatives of their obligations regarding such
Confidential Information and use at least the same
degree of care to protect the other party’s
Confidential Information as they do to protect theirown like Confidential Information, but in no event
less than reasonable care.
Notwithstanding the obligations set forth herein, theconfidentiality obligations shall not extend to
Confidential Information that: (i) the receiving party
can show by written record was previously known to
the receiving party free of any obligation to keep
confidential and free of any restriction on use anddisclosure; or (ii) is received from third persons
without restrictions on use and disclosure andwithout breach by such third person of any
agreement with the owner of the Confidential
Information; or (iii) is or becomes publicly available
without breach of these Terms and Conditions by
the receiving party. The foregoing exclusions shallnot apply to any software, in any form, that isincluded in the Confidential Information.
During the course of providing services hereunder,
Dantec Dynamics may design, develop for or deliver
to Buyer computer software, documentation,
training materials, and other tangible work product(collectively, “Work Product”.) “Work Product”
specifically excludes software, documentation andother materials which are owned by a third party
and not Dantec Dynamics.
Unless otherwise
specified in the applicable Order, all Work Productor other work performed under any Order, and allmaterials, products, deliverables developed or
prepared for Buyer by Dantec Dynamics under such
Order (whether or not such Order is completed), are
Confidential Information and the property of Dantec
Dynamics, and all title and interest therein (including
intellectual property therein or thereto) shall vest in
Dantec Dynamics and Dantec Dynamics shall own
all rights, title and interest in and to such materials,
products and deliverables.
Dantec Dynamics
hereby grants to Buyer, subject to Buyer’s paymentof all applicable fees and expenses, a nonexclusive, non-transferable, royalty-free license to
use the Work Product solely for purposes of Buyer’s
own internal business.
11.
Warranty, Remedying
Shortcomings, Complaints.

Defectsanda)
For a period of one (1) year following thedate of delivery, and subject to the other provisionsof this Section 11, Dantec Dynamics warrants that
all new products purchased directly from Dantec
Dynamics shall be free of defects.
b)
As all products are specially customized for
the Buyer, Buyer’s sole and exclusive remedy, andDantec Dynamics’ sole and exclusive obligation, inthe event of any failure of this warranty shall be for
Dantec Dynamics to, at its option, repair or replacesuch products free of charge, unless Dantec
Dynamics’ attempts to repair or replace suchproducts have failed.
c)
In no event shall Dantec Dynamics be liable
for ordinary wear and tear. For probes, fibers andsimilar accessories produced by Dantec Dynamics,
the foregoing warranty shall apply only for a periodof three (3) months following the date of delivery.
d)
In no event shall Dantec Dynamics provide
any further warranties with respect to third party
parts, components, or products (including without
limitation computers, lasers, traverses, andcameras) that are not manufactured by Dantec
Dynamics than it is entitled to against the third
party. Dantec Dynamics does not provide any
warranty for such third party parts, components or
products directly.
Such parts, components or
products may be warranted by third parties on a“pass through” basis.
e)
The foregoing remedies shall not apply to
any product failure caused in whole or in part by(i) Buyer’s failure to operate, maintain or service theproducts in accordance with Dantec Dynamics’
Documentation and/or not in accordance with the
obligations under Section 8 above, (ii) any
alteration, modification or repair made to the
products other than by Dantec Dynamics, or (iii) useof the products for a purpose other than that for
which it is intended.
f)
In order to get the benefit of the foregoingwarranties, Buyer must immediately inspect the
products upon receipt and notify Dantec Dynamics
in writing immediately after discovering of any
defect or shortcoming. This also applies in case thedefect appears after the inspection (hidden defect).
In case Buyer does not inspect or notify inaccordance with these provisions, any warranty forthis defect shall be excluded. This does not apply todefects due to willful misconduct by Dantec
Dynamics. Buyer shall not ship products back to
Dantec Dynamics for any reason without Dantec
Dynamics' prior written consent. Notwithstanding
such consent, Dantec Dynamics reserves the rightto inspect the products at its facility and to refuse, at
its sole discretion, the return of any item if Dantec
Dynamics determines that the products’ warranty is
not applicable for the reasons set forth above. Any
defective products or parts forwarded by Buyer toDantec Dynamics for repairs or replacement, shallbe carriage paid and at Buyer's risk. Buyer mustclearly indicate the nature of the defect or
shortcoming.
g)
The remedy obligations of this Section 10
shall apply also to any replacement products orparts for the same duration of time as for the
replaced products or parts.
h)Dantec Dynamics further warrants that any
services performed hereunder shall be done so in agood and workmanlike manner. In the event of abreach of this warranty, Dantec Dynamics shall reperform the applicable services within a reasonable
time, provided that Buyer notifies Dantec Dynamics
within ten (10) business days after the breach forwhich the claim is asserted was identifiable(erkennbar) for the Buyer. Buyer is entitled tofurther rights only after Dantec Dynamics has failed
to remedy any breach of the warranty set forth in
this paragraph.
j)
THE
FOREGOING
EXPRESSWARRANTIES ARE THE EXCLUSIVE TERMSAVAILABLE TO BUYER AND EXTEND ONLY TO
THE ORIGINAL CUSTOMER OF DANTECDYNAMICS. DANTEC DYNAMICS DISCLAIMSALL FURTHER WARRANTIES WITH RESPECTTO DANTEC DYNAMICS’ PRODUCTS OR THE
WORK
PRODUCTS,INCLUDINGTHE
PERFORMANCE THEREOF AND ANY SERVICESPROVIDED TO BUYER, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY ARISING FROM A COURSE OF
DEALING OR USAGE OF TRADE, TITLE, NONINFRINGEMENTANDANYIMPLIEDWARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR
USE EXCEPT FOR THE ORDINARY USE OR
UNLESS EXPRESSLY GUARANTEED.
12. Limitation of Liability.
a)Dantec Dynamics is only liable for damages– regardless on which legal basis – for willful
misconduct or gross negligence.
b)
In case of negligence Dantec Dynamics
shall only be liable for damages to life, body orhealth.
c)
The above-mentioned limitations of liability
do not apply (i) in case Dantec Dynamics has notdisclosed the defect in a fraudulent manner, (ii) incase Dantec Dynamics has guaranteed any productspecificationsorcharacteristics(Beschaffenheitsgarantie) or (iii) to the liability undertheGermanProduct
Liability
Act(Produkthaftungsgesetz).
d)
Any liability not expressly provided forherein above shall be disclaimed to the extent
permitted by law. In particular, Dantec Dynamics
shall not be liable for any property, special,incidental, consequential or indirect damages(except for damages to life, body or health) or for
loss of goodwill or business profits, lost revenue,
work stoppage, computer failure or malfunction, orfor any and all other exemplary or punitive damages
arising hereunder or from the incorrect or faulty useof products or provision of services, provided that
Dantec Dynamics or any of its directors, officers,employees, agents or other person acting on its
behalf, has not acted deliberately or with grossnegligence. In no event shall Dantec Dynamics' total
aggregate liability for any and all damages, losses
or liabilities arising hereunder or from the products
exceed the amounts actually received by Dantec
Dynamics from Buyer with respect to the product orservice giving rise to the liability, except in case ofdamages to life, body or health.
e)
Buyer shall indemnify Dantec Dynamics forany liability arising from Buyer’s (including its
employees’ and agents’) incorrect or faulty use of
the products sold (directly or indirectly) by Dantec
Dynamics.
13. Payment.
a)Dantec Dynamics shall invoice Buyer for
amounts payable hereunder. Payment shall be dueon the date indicated in Dantec Dynamics' invoice. If
no date indicated, payment is due and payable
within 14 days after issue of the invoice. After thatdate, Buyer is in payment default without any further
reminder being required.
b)
For late payments, Dantec Dynamics may,at its sole discretion, charge interest in the amountof eight (8) percent above the applicable baseinterest rate (Basiszinssatz) per annum. All rights
for further damages shall be reserved.
c)
Buyer may not withhold or set off any
payment as a consequence of any counterclaims of
Buyer, unless the counterclaim is acknowledged byDantec Dynamics or awarded by a legally binding
judgment by a competent court.
14. Force Majeure/Delays/Impossibilities.
a)
Dantec Dynamics shall not be liable for
failure to perform or for delay in performance due tofire, flood, strike, or other labor difficulty, act of God,act of any governmental authority, riot, embargo,fuel or energy shortage, wrecks or delays intransportation, inability to obtain necessary labor,materials, or manufacturing facilities from usual
sources, or due to any cause beyond Dantec
Dynamics’ reasonable control.
b)
In the event of a delay in performance due
to any such cause, the estimated date of delivery ortime for completion of performance will be extended
by a period of time reasonably necessary to
overcome the effect of such delay. If Dantec
Dynamics reasonably determines that any suchdelay in performance is likely to extend for a periodof ninety (90) days or more, Dantec Dynamics shallhave the right to cancel the applicable order upon
notice to Buyer with no liability or further obligation
to Buyer with respect to such order.
15. Venue.
These Terms and Conditions and any disputearising hereunder shall be governed by laws of theFederal Republic of Germany (excluding theConvention on Contracts for the International Saleof Goods (UN-Kaufrecht), without respect to its
conflict of laws rules. Exclusive place of jurisdiction
shall be in Munich.
16. Independent Contractor. Either party is acting
in performance of these Terms and Conditions as
an independent contractor.
17. Non-solicitation. Unless otherwise mutuallyagreed to by the parties in writing, Buyer agrees
not to hire, retain or seek to retain any current
and/or former employee, consultant, agent or otherpersonnel of Dantec Dynamics during the term of
this agreement and for a period of twelve (12)consecutive months thereafter.
18. Other Agreements.
These Terms and Conditions shall apply to all sales
by Dantec Dynamics and may only be modified oramended by a writing executed by an authorized
officer of Dantec Dynamics.
19. Miscellaneous.
a)Whenever a notice, declaration, agreement
or other statement has to be in writing according tothis Terms and Conditions, such writing shall havethe form provided in Section 126 b German Civil
Code (Textform).
b)
A failure of either party to exercise any rightprovided for herein, shall not be deemed to be awaiver of any right hereunder.
c)
In the event any one or more of theprovisions of these Terms and Conditions or of any
Order is invalid or otherwise unenforceable, theenforceability of remaining provisions shall be
unimpaired. The Sections of these Terms andConditions pertaining to limitation of liability,
warranty disclaimers, confidentiality, non-solicitation
and any other sections which by reasonableinterpretation are intended to survive the termination
or expiration of these Terms and Conditions shallsurvive termination or expiration of these Terms andConditions for any reason.