GENERAL TERMS AND CONDITIONS OF
SALE, DELIVERY AND PAYMENT
Version: November 2023

1.

Scope

2.

1.1 These General Terms and Conditions of Sale,
Delivery and Payment (“GTC”) shall be applicable to all offers by and agreements with KARL
MAYER (H.K.) Ltd. ("KARL MAYER") in connection with the sale and delivery of textile machineryand related spare parts and provision of ancillary
services and works (collectively “Services”) by
KARL MAYER to the other party to which the offer
is addressed or of the agreement ("Customer").
KARL MAYER offers and provides its Services
subject to these GTC. The Customer and KARL
MAYER are hereinafter also referred to as the"Parties" and individually as a "Party".
1.2 Any general or standard terms and conditions of
the Customer that deviate from or supplement
these GTC are hereby expressly rejected. Any
stipulations or provisions that seek to deviate
from or supplement these GTC shall not be effective unless and until KARL MAYER has expressly
agreed to their validity in writing. The applicabilityof these GTC shall not be affected by any instance of KARL MAYER’s performance of theServices without reservation in the knowledge ofconflicting or supplementary conditions of the
Customer. These GTC shall apply to any and all
future transactions within the framework of ongoing business relationships. These GTC shall also
apply even if no express reference is made tothem.
1.3 The terms of any individual agreements made inwriting with KARL MAYER in individual cases (including ancillary agreements, supplements andamendments) shall take precedence over these
GTC when they are in conflict. Subject to proof tothe contrary, a written contract or our written confirmation shall be decisive for the content of suchagreements.

Offers, conclusion of contract and declarations

2.1 Unless expressly stipulated otherwise, any offer
or quotation made by KARL MAYER (whether or
not including terms for acceptance) shall be subject to change and final contract, and are nonbinding.
2.2 All agreements made between KARL MAYER
and the Customer are concluded upon the execution of a contract and are set out in full in writingin the said contract (including these GTC). The
Customer acknowledges that the agents and/or
employees of KARL MAYER are not authorized
to make verbal promises, representations, warranties, or statements of a similar nature that deviate from or go beyond the written contractual
agreement, and the same shall not bind KARL
MAYER unless they are confirmed in writing by
KARL MAYER.
2.3 Declarations and notifications by the Customer in
relation to any contract subject to these GTC (including without limitation notices of defects or setting of additional deadlines) must be made in text
form. Other legal requirements remain unaffected.

3.

Prices and terms of payment

3.1 The prices quoted are ex works (EXW) KARL
MAYER’s registered office in accordance withICC Incoterms® 2020. VAT is not included in theprices shown; it will be shown separately on theinvoice at the statutory rate applicable at the time,
insofar as it is incurred.
3.2 KARL MAYER is entitled to invoice its Services
electronically. The Customer agrees to receive
invoices, credit notes and, if applicable, reminders by e-mail in pdf format and for such purpose
to provide KARL MAYER with an e-mail address

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3.3

3.4

3.5

3.6

3.7

3.8

3.9

to ensure receipt of these electronically delivered
documents.
Assembly / commissioning of the contracted
products shall be invoiced on a time basis, unlessa fixed price has been expressly agreed.
The Customer shall raise objections, if any, to invoices within 14 calendar days of receipt of theinvoice, and the invoice in question shall bedeemed to have been approved and the Customer’s right to object waived if KARL MAYER
does not receive any such objection within thesaid period.
Unless otherwise stated in our order confirmation, the purchase price shall be due without deduction immediately upon conclusion of the contract and shall be paid within 30 calendar days ofreceipt of the invoice.
The Customer shall only be entitled to a right ofretention if it is based on a counterclaim from thesame contractual relationship that is undisputed,
ready for a decision or established by a final court
decision. Offsetting by the Customer is hereby
expressly excluded insofar as the Customer's
counterclaim is not legally established, ready fordecision or undisputed.
In the event of default in payment, KARL MAYER
is entitled to withhold the provision of further
and/or outstanding Services, to make such provision contingent on the payment of all outstanding
items by the Customer, and/or generally only toperform upon advance payment or submission ofa deposit. KARL MAYER is also not obliged totake any further measures in order to comply withfurther delivery dates and quantities (e.g., purchasing, production preparation, etc.). If the Customer does not comply with KARL MAYER's request for advance payment or provision of security within a reasonable period of time and in any
event within 14 calendar days of such request,
KARL MAYER will be entitled to withdraw fromthe same contract in whole or in part.
If, after the conclusion of the contract subject tothese GTC, KARL MAYER becomes aware of circumstances that are likely to significantly reducethe creditworthiness of the Customer and as a result of which the payment of the outstanding invoices or claims of KARL MAYER by the Customer from the respective contractual relationshipis at risk, KARL MAYER is entitled to demand fullor partial payment and/or provision of security for
payment from the Customer and/or to withhold its
performance until the Customer has compliedwith such demand. KARL MAYER is also entitled
to withdraw from the contract and demand compensation for damages upon the Customer’s failure to meet any corresponding deadline set by
KARL MAYER for concurrent performance orprovision of security.
If, from the time of the conclusion of the contract
subject to these GTC until the time of the performance of the Services, the costs of KARL

MAYER in performing the Services have increased by more than 5% due to a change in themarket price for raw materials or the costs for purchased parts or due to personnel costs or an increase in the fees charged by third parties, KARL
MAYER is entitled to invoice the Customer a correspondingly higher price which shall be bindingon the Customer, save and except that the Customer is entitled to withdraw from the contract
when and only when any such increase in the invoiced amount is 20% above the agreed price ormore. The Customer’s right to withdraw must be
asserted within 14 calendar days after notificationof the increased price, upon the expiry of which
the Customer shall be deemed to have waived
any and all right of withdrawal. In respect of any
reduction of more than 5% in the aforementioned
costs, KARL MAYER may also but is not obligated to take the same into account and adjust
the invoiced amount.

4.

Delivery period and delivery conditions

4.1 Delivery shall be ex works (EXW) KARL MAYER's registered office in accordance with ICC Incoterms® 2020. Risk shall pass to the Customer
upon any default of acceptance.
4.2 Delivery deadlines are only binding if they havebeen expressly agreed in writing as binding; they
are met if the goods have been dispatched or are
ready for dispatch by their expiry and the Customer has been notified of the same. KARL
MAYER’s compliance with the delivery schedule
is conditional upon the timely and proper fulfilment of all obligations of the Customer, including
without limitation and to the extent necessary theclarification of all essential preliminary technicalquestions on the part of the Customer and theCustomer’s submission of all necessary documents such as specifications and drawings andthe provision of other necessary information (order clarification). In addition, it is subject to correct and timely supply with goods of KARL
MAYER itself from its suppliers, insofar as wehave taken reasonable measures in accordancewith the course of business and we cannot be accused of gross negligence in the selection of the
supplier(s) or the specific procurement.
4.3 KARL MAYER shall be released from performing
its contractual obligations to the extent that such
performance is impeded or made unreasonably
onerous by an occurrence or event beyond thecontrol of KARL MAYER whether or not foreseeable at the time of conclusion of the contract(“Force Majeure”) for the duration of the said
event of Force Majeure, provided that KARL
MAYER could not reasonably be held responsible for the same. Events of Force Majeure include
strikes, operational disruptions, lawful lockouts,
political measures or official orders, embargoes,customs duties, worldwide transport problems,
shortages of raw materials or primary materials orPage 2 / 8

suppliers, the effects of pandemics or epidemics,
fire, flood, severe weather, natural disasters, war,sabotage, and other events interrupting the operations of KARL MAYER and/or its suppliers. Without prejudice to the generality of the foregoing, apandemic or epidemic shall constitute a Force
Majeure event even if the same had already occurred at the time the contract was concluded,
provided that KARL MAYER was not aware of its
effects on the contract and could not have foreseen them as probable. For the purpose of thisclause, a Force Majeure event occurring at KARL
MAYER’s suppliers and/or their upstream suppliers shall have the same effect as the foregoing.
4.4 KARL MAYER undertakes to inform the Customer immediately of the occurrence and expected duration of any such Force Majeure event.
The delivery time shall be extended by the duration of the Force Majeure event plus a reasonable
start-up phase. If the impediment is permanentor, in the case of a temporary impediment, if it is
no longer reasonable for one of the Parties to adhere to the contract due to the duration of the impediment, each of the Parties shall be entitled towithdraw from the contract, but the Customer
shall only be entitled to do so after prior written(email suffices) notice of 10 calendar days. As arule, any such duration of impediment is to be assumed unreasonable when it involves an impediment of 3 months or more. KARL MAYER will immediately reimburse the Customer for any consideration already paid in the event of withdrawal
as a result of the foregoing.
4.5 KARL MAYER’s performance of its contractual
obligations is conditional upon the due and timely
performance of the supply obligations of KARL
MAYER’s suppliers. The fulfilment of KARL
MAYER's contractual obligations is subject tocorrect and timely supply with goods of KARL
MAYER itself by its suppliers. Any occurrence
that temporarily impedes the ability of KARL
MAYER's supplier to fulfil its supply obligations
shall entitle KARL MAYER to extend the time forits performance of the Services without constituting any default on the part of KARL MAYER. In
the event that any of the Parties can no longer
reasonably be expected to adhere to the contract
due to the duration of any impediment, or that theability of KARL MAYER's supplier to fulfil its supply obligations is permanently impeded, each of
the Parties is entitled to withdraw from the contract upon written notice. In this case, KARL
MAYER hereby assigns to the Customer and theCustomer accepts the assignment of any claims
and causes of action for damages due to delay towhich KARL MAYER is entitled against its suppliers on the relevant contracts.
4.6 The Customer hereby agrees to irrevocably grant
KARL MAYER a reasonable grace period of atleast half the original delivery period but in any
case not less than 28 calendar days in the eventof and upon any failure or default on the part of
KARL MAYER in performing its delivery obligations. In the event that such failure or default on
the part of KARL MAYER persists beyond thegrace period so granted, the Customer may thenif the legal requirements are met be entitled towithdraw from the contract with effect for the unfulfilled transactions; with effect for partially fulfilled transactions, the Customer may only withdraw if there is absolutely no benefit in the partial
delivery and performance. The Customer shall
only be entitled to claims for damages due to delay insofar as our liability is not excluded or limitedin accordance with these GTC and even thenthese shall be limited to the damage foreseeable
at the time of conclusion of the contract, but in
total to a maximum of 5% of the net purchaseprice of the delayed performance insofar as thiscannot be used by the Customer in good time orin accordance with the contract as a result of thedelay or non-delivery.

5.

Scope of Services and quality

5.1 KARL MAYER is entitled at its sole and absolute
discretion to make partial performance. KARL
MAYER will inform the Customer at the earliest
possible time to find a mutually acceptable solution for the partial performance.
5.2 Unless otherwise agreed, KARL MAYER shallperform within the tolerances permitted by the relevant German, European and/or Hong Kong industrial standards. Technical modifications by
KARL MAYER that are necessary due to changes
in the law or that serve the purpose of technicalfurther development are also permissible after
the conclusion of the contract, insofar as thisdoes not result in a significant change in functionor the Customer proves that the modification is
unreasonable for him; unreasonableness does
not come into consideration if the modification
represents a technical improvement or is owed toan expectation of the traffic or legal or official requirements.

6.

Product documents, duty to examine, reservation of rights, confidentiality, property
rights

6.1 KARL MAYER’s documents, illustrations, drawings, details of performance, weights and dimensions in catalogues, product sheets and/or on
KARL MAYER’s website only represent approximate values. They are not indications of the quality of the goods unless they are expressly designated as binding. KARL MAYER reserves theright to make improvements and changes to theextent customary in the trade and reasonable for
the Customer.
6.2 The Customer must inspect KARL MAYER’stechnical drawings and/or descriptions and exercise independent judgment as regards the same.

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6.3

6.4

6.5

6.6

6.7

7.

The inspection and confirmation shall be made by
returning a copy with a confirmation note from theCustomer within 2 weeks of receipt by the Customer. If the Customer waives confirmation andreturn, this shall not release him from the obligation to check and the confirmation shall bedeemed to have been made. Desired corrections
must be communicated to KARL MAYER immediately and are effective only upon KARL
MAYER’s written confirmation. Additional costs
incurred due to drawings and/or descriptions not
being checked by the Customer or not being
checked in good time will be invoiced separately
by KARL MAYER.
KARL MAYER exclusively retains sole and exclusive ownership and all our (exploitation) rights toour offers, drawings, illustrations, models, plansand other documents as well as information intangible and intangible, in particular electronic
form, as well as to all data, experience, knowhow, inventions, industrial property rights, designs, samples and trademarks (collectively “Information”).
All Information not already in the public domain
shall be treated confidentially and shall not bemade available to third parties. Physical and intangible Information shall be returned immediately at any time upon request or if no transaction
takes place, and electronic information shall bedeleted immediately. KARL MAYER undertakes
to make information and documents designatedas confidential by the Customer accessible tothird parties only with the Customer's consent.
If the property rights of third parties are infringed
in the course of Services according to drawings
or other information provided by the Customer,
the Customer must hold harmless and indemnify
KARL MAYER against all claims.
Insofar as the Customer has to procure documents, he is responsible for their completenessand correctness and for the timeliness of the procurement.
KARL MAYER is entitled to provide the Customer
with parts of the operating instructions in digitalform only, insofar as these do not contain any information relevant to safety and health protection.
On the other hand, KARL MAYER will provide theCustomer with the relevant parts of the operating
instructions relevant to safety and health protection in paper form as a supplement.

Assembly and commissioning

7.1 To the extent KARL MAYER is responsible for installation, assembly and/or commissioning in addition to delivery, the Customer shall at its own
expense be obliged,a) to grant KARL MAYER free and safe access tothe place of performance and to ensure that
KARL MAYER has sufficient space available forthe performance of the Service;b) to provide KARL MAYER with all the informationand data required for the performance of theService correctly, completely and in good time;c) to ensure the necessary power supply, sufficient
lighting and the supply of compressed air andwater during the execution of the work;d) to provide in good time and to the agreed extent
any operating and working equipment to beprovided by the Customer and any necessary
and suitable assembly assistants;e) to provide suitable recreation rooms and sanitaryfacilities for the KARL MAYER employees
deployed, as well as dry and lockable rooms forthe storage of KARL MAYER's materials andtools;f) to perform any necessary preparatory work
completely and properly.

7.2 The Customer must inform KARL MAYER in
good time of the safety regulations applicable atthe place where the work is to be performed andtake all the necessary measures to protect KARL
MAYER's employees from safety and health risks
during the performance of the work.
7.3 The Customer must ensure that the assembly
can be started immediately after the arrival of
KARL MAYER’s assembly personnel and carriedout without delay until acceptance by KARL
MAYER.
7.4 Immediately after notification of the completion of
the installation, a joint inspection of the plant components and systems shall take place. A written
protocol or assembly report to be signed jointly
shall be recorded, which confirms that the assembly has been completed. Identified residual workand defects shall be stated in the report.

8.

Acceptance

8.1 The Customer is obliged to accept the Services
as soon as he has been notified of their completion in writing or verbally and a trial run of the assembled delivery item has taken place, if provided for in the contract. Acceptance may not berefused due to insignificant defects. The Services
are deemed to have been accepted upon the delivery and, if KARL MAYER is also responsible forthe installation, the installation has been completed, KARL MAYER has notified the Customerof this and has requested the Customer to accept
the Services within a reasonable period of time,
unless the Customer refuses to accept the Services within this period of time and notifies KARL
MAYER of a defect that is not merely insignificant.
8.2 If the assembly proves not to be in accordancewith the contract, KARL MAYER shall be obliged
to remedy the defect, provided that the defect is
not insignificant for the interests of the Customer
and is not caused by a circumstance attributable
to the Customer.

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and intended use, the Customer may only
claim compensation for the necessary
expenses for removing the defective Goods
and installing or attaching the repaired ordelivered non-defective Goods (“Removal
And Installation Costs”) on the condition
that such Removal And Installation Costs arereasonably necessary and reasonableaccording to objective standards. The
Removal and Installation Costs are
disproportionate if (1) their value isdisproportionate to the repaired or delivered
Goods and (2) they do not directly concern
the removal or dismantling of the defective
Goods and the installation or fitting of repaired
or delivered Goods. Additional expenses
arising from the fact that the Goods arelocated at a place other than the agreed orpresumed destination shall be borne by the
Customer. The Customer shall grant KARL
MAYER the necessary time and opportunity
to carry out the subsequent performance;otherwise the warranty shall lapse. Expenses
incurred by the Customer to remedy defects
himself shall not be reimbursed. Replaced
Goods become the property of KARL
MAYER. The Customer must return them to
KARL MAYER at his own expense.

8.3 However, the Customer shall only have the rightto remedy the defect itself after prior consultation
with us.
8.4 If acceptance is delayed through no fault of ourown, acceptance shall be deemed to have takenplace after 2 weeks have elapsed since notification of completion of the installation; the same
shall apply if KARL MAYER issues a (final) invoice after 2 weeks have elapsed since notification of completion of the installation.

9.

Liability for defects

9.1 To the extent that the Services constitute the delivery of goods or works (collectively “Goods”)
defects shall be deemed to exist if the Goods deviate not only insignificantly from the agreed quality at the time of transfer of risk.
9.2 KARL MAYER does not accept any liability for defects fully or partially attributable to unforeseeable or improper use, the use of unsuitable operating materials, incorrect or negligent handling or
storage, improper maintenance, spare parts,
chemical, electrochemical or electrical influences
or as a result of natural wear and tear or corrosion
not resulting from a manufacturing defect.
9.3 Used equipment is sold on an “as-is” basis andwithout any warranty, and all liability in relation to
the quality and merchantability of the said usedequipment is hereby expressly excluded except
for intent and fraudulent intent.
9.4 Immediately upon receipt of the Goods, the Customer shall inspect them for compliance with thecontract, in particular for completeness and condition and, if applicable, transport damage. Noticeable deviations, defects and damage must bereported to KARL MAYER immediately and in any
event before processing or treatment and at thelatest within 7 calendar days after receipt, or, inthe case of hidden defects, within 7 calendar days
after discovery, by written notification with detailed explanation. The warranty shall lapse automatically if no report is made upon the expiry of
the aforesaid periods. Transport damage must be
noted on the consignment note and the delivery
note and confirmed by the driver's signature.
9.5 If the Customer has duly complied with his obligations to give notice of defects in accordancewith clause 9.4, he shall be entitled to the statutory warranty rights in the event of a defect in accordance with the following provisions:9.5.1 The choice of the type of subsequent
performance is incumbent on KARL MAYER.
In the event of defects, KARL MAYER shallprovide warranty by subsequent performancein the form of rectification or replacement
delivery at its own expense at the place of theoriginal delivery.
9.5.2 If the Customer has installed the defective
Goods in another item or attached them toanother item in accordance with their nature

9.5.3 Claims for damages shall only exist under theconditions agreed under Clause 10.

9.6 The warranty period for claims for defects is 12
months, calculated from delivery of the Goods or,if acceptance is provided for by contract or by law,from acceptance. Any and all liabilities of Karl
Mayer arising under this Agreement or otherwise
in relation to the delivery of the Goods (except in
the case of fraud) shall be deemed to be waived
and absolutely barred upon the expiry of 12months from the delivery unless written particulars of any claim (giving details of the alleged
breach in respect of which such claim is madeand a preliminary statement of the amountclaimed) have been intimated in writing by the
Customer within the warranty period, and any
such claim shall be deemed (if it has not previously been satisfied, settled or withdrawn) tohave been withdrawn unless arbitration proceedings have been commenced under Clause 17
prior to the expiry of 18 months from the delivery.
This shall not affect the Customer's statutory
rights.
9.7 KARL MAYER provides a warranty for spareparts installed in the course of the rectification of
defects on the basis of the purchase contract until
the expiry of the warranty period of the purchased
item.

10. Liability
10.1 Except to the extent precluded by applicable law,
KARL MAYER excludes all its liability arising under, in connection with or related to the provisionof Services and the business relationshipPage 5 / 8

governed by these GTC, including without limitation all liability for any direct or indirect, general or
special damages, incidental, consequential or punitive losses, damages or expenses, and damages for economic loss or loss of profits. To theextent permitted by law, any and all statutory or
implied conditions and warranties are hereby expressly excluded.
10.2 Without limiting the generality of the foregoing,
KARL MAYER expressly excludes all its liability
arising from any failure, delay or default on thepart of Karl Mayer in carrying out its contractual
obligations or duties directly or indirectly causedby or resulted from acts of God, fire, flood, accident, riot, war, terrorist attack, government intervention, embargoes, strikes, labour disputes,
equipment failures or any other causes beyond
the reasonable control of Karl Mayer.
10.3 Without limiting the generality of the foregoing
and to the extent permitted by law, in no event(other than in cases of gross negligence or wilful
misconduct or a fundamental breach of a condition) KARL MAYER shall be liable to the Customer for any direct or indirect damage. For the
purpose of this clause, a condition is an essential
contractual obligation which fulfilment is necessary to achieve the purpose of the contract andon which fulfilment the Customer regularly relies
and may rely. For the avoidance of doubt, KARL
MAYER shall not be liable in the event of abreach of an obligation which is not a condition.
Any liability on the part of KARL MAYER, if not
excluded, shall be limited to direct and foreseeable damage typical for the contract.
10.4 The exclusion of liability under these GTC applies
regardless of the basis on which such liability
arises, whether for breach of contract, in tort (including negligence), in equity, under statute, under an indemnity, for breach of conditions andwarranties implied by custom, the general law or
statute, in respect of any claims by a third party
against the Customer or otherwise and whether
or not KARL MAYER is aware or should havebeen aware of the possibility of such loss..
10.5 To the extent that the liability of KARL MAYER
cannot be excluded and KARL MAYER is able tolimit its liability, the maximum aggregate liabilityon the part of KARL MAYER for all claims arisingfrom, in connection with or related to the Services
shall be limited to EUR 100,000 or 5 % of the Customer's payment to KARL MAYER for the particular part of the Services from or as a result of
which the specific liability attaches, whichever islower.

11.2 The Goods remain the property of KARL MAYER(“Retention Of Title”) until all its claims arisingfrom the business relationship have been settled
in full. This means that KARL MAYER retains
ownership of the Goods until all payments arisingfrom the business relationship with the Customer
have been received. If there is a current accountrelationship between the Customer and KARL
MAYER, the Retention Of Title also refers to therespective recognised or causal balance.
11.3 The Customer shall treat all Goods delivered inwhich title has not yet passed to the Customer(“Reserved Goods”) with care and is obliged toinsure them at his own expense against fire, water and theft.
11.4 KARL MAYER shall be entitled to repossess any
Reserved Goods without prior notice of default
and the Customer irrevocably authorizes KARL
MAYER to exercise such right to repossess andwill grant KARL MAYER access to the Customer’s own premises as necessary for such purpose.
11.5 The Customer is not entitled to pledge the Reserved Goods or to assign them to third parties
as security. In the event of seizures or other interventions by third parties, the Customer must notify KARL MAYER in writing without delay. Insofar
as the third party is not in a position to reimburse
KARL MAYER for the judicial and extrajudicial
costs incurred to avert the intervention, the Customer will be liable for the loss incurred by KARL
MAYER.
11.6 If the Reserved Goods are combined with otheritems to form a uniform item or are inseparably
mixed or blended and if one of the other items is
to be regarded as the main item, the Customer
will transfer to KARL MAYER the co-ownership of
the uniform item or of the total quantity on a pro
rata basis in the ratio of the invoice value of theReserved Goods to the invoice value of the othermixed or blended items.
11.7 If the Retention Of Title is not effective under thelaw in whose area the Goods are located, the security corresponding to the Retention Of Title or
the assignment in that area shall be deemed
agreed. If the Customer’s cooperation is required
for the creation, the Customer shall be obliged totake all reasonable measures (such as registration or publication requirements) at its own expense which are necessary for the creation andmaintenance of such rights.

12. Disposal

11. Security; Retention Of Title
11.1 For Services, KARL MAYER is entitled to requestfrom the Customer an unconditional, unlimited
and irrevocable security of a European bank or abank letter of credit confirmed by a Europeanbank for the payment of the purchase price.
Page 6 / 8

For the delivered Goods, KARL MAYER offers
the Customer, at the Customer’s request to be
expressed in writing at the time of conclusion of
the purchase contract, to take over the disposalof the packaging materials against reimbursement of the reasonable costs actually incurred inaccordance with the statutory provisions. Otherwise, the Customer shall assume the obligation

to properly dispose of the packaging materials
supplied at his own expense in accordance withthe statutory provisions.

13. Software usage13.1 When delivering software, KARL MAYER grants
the Customer a non-exclusive and non-transferable right to use the software in accordance withthe contract for the operation of the delivered
goods. Unless otherwise agreed, the right of use
applies in the country of the place of performance
pursuant to Section 17.3 and in the territory of theMember State of the European Union or anothercontracting state of the Agreement on the European Economic Area where the Customer has its
head office.
13.2 With the exception of the right to make a backup
copy, the Customer is not entitled to reproduce
the software unless expressly agreed otherwise.
13.3 Except otherwise permitted by law, the Customer
is not entitled to modify, reverse engineer, translate or separate parts of the software. Copyrightnotices, serial numbers and other features serving to identify the software may not be removed
or changed.
13.4 The Customer is obliged to prevent unauthorised
access to the software by third parties by taking
appropriate precautions.

14. Infringement of property rights
14.1 If the property rights of third parties are infringed
in the course of deliveries according to information provided by the Customer, the Customer
shall be obliged to hold harmless and indemnify
KARL MAYER including its officers, employees,
agents, the capacities of such other Karl Mayer
entities from and against all claims, damage, andliability and to compensate KARL MAYER for all
loss and costs arising therefrom.
14.2 Claims of infringements of industrial property
rights shall be excluded and shall not be valid if
such claims arise from modifications made to thegoods by the Customer or their usage in conjunction with products not supplied by KARL MAYER.
14.3 The Customer undertakes to comply with all applicable laws, ordinances and regulations, in particular also those relating to environmental protection, competition, product safety, data protection and occupational safety.
14.4 The contract subject to these GTC shall be conducted in accordance with the principles of faircompetition. The Customer warrants that it will
not engage in any illegal agreements restricting
competition.
14.5 The Customer shall take appropriate measures toensure that its legal representatives and employees do not offer, promise or grant any undue advantages in order to influence business decisions
and do not accept any such advantages themselves. The Customer shall actively andconsistently counteract any criminal or unethicalinfluence on decisions of KARL MAYER or othercompanies and institutions and shall take action
against bribery in its own company.
14.6 The Customer undertakes to disclose to KARL
MAYER, upon request, the beneficial owner behind the company within the meaning of Section
3 of the German Money Laundering Act.
14.7 The Customer shall conduct its business in an
ethical and socially responsible manner and withintegrity and work towards sustainable economic
success. The Customer will not permit or tolerate
any form of discrimination based on race, caste,national origin, religion, disability, gender, sexual
orientation, trade union membership, political affiliation or age. The Customer will work to ensurethat its employees treat every person with respect, regardless of their origin, worldview or lifestyle, and respect the sanctity and protection of
the dignity of every individual.
14.8 The Customer is obliged to ensure the implementation and monitoring of the aforementioned compliance and ethics obligations by means of an internal social responsibility strategy and a corresponding internal procedure. An internal reporting system for violations of these compliance andethics obligations shall be established. Employees who make reports shall not be disciplined or
disadvantaged for doing so. The Customer isobliged to actively investigate suspected cases.
14.9 The compliance with the above compliance andethics obligations may be verified either by KARL
MAYER itself or by an independent auditor appointed by KARL MAYER and bound to secrecy
vis-à-vis third parties after prior notice during normal business hours.
14.10 In the event of a breach of the aforementioned
obligations of this Clause 15, KARL MAYER is
entitled to terminate any framework agreements
subject to these GTC with immediate effect by
way of notice of termination and/or to withdraw
from existing individual agreements without being
liable to pay damages to the Customer. Unless it
is a serious breach, this right presupposes that
KARL MAYER has first given the Customer theopportunity to remedy the situation within a reasonable period of time and that the Customer has
not complied with this or has repeatedly breached
the principles set out here. KARL MAYER'sclaims for damages remain unaffected.

15. Export control
15.1 The conclusion and performance of the contracts
subject to these GTC are subject to admissibility
under export control law in accordance with applicable German and EU and Hong Kong law; thisalso applies with regard to applicable US andother national law, insofar as this does not conflictwith German or European or Hong Kong legal
provisions.

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15.2 The Customer is obliged to observe export and/or
import conditions and restrictions and to provide
KARL MAYER promptly with all relevant information, including but not limited to: the end customer, destination and intended use of goods,
works and services as well as any export control
restrictions existing. The Customer shall indemnify KARL MAYER against all consequences asa result of the Customer’s breach of the foregoing. If the Customer becomes aware of circumstances that hinder the import of the goods, heshall inform KARL MAYER of the same without
delay. If the procurement of necessary export
documents is uncertain, KARL MAYER entitled towithdraw from the affected contract subject tothese GTC.
15.3 If KARL MAYER is obligated to deliver goods toa destination outside of Hong Kong contrary toclause 17.3, and harbours concerns regarding
the applicability of export control restrictions, it reserves the right to seek legally binding information from the appropriate authorities to alleviate these doubts. In such cases, KARL MAYER
is entitled to postpone the delivery date until thenecessary information has been obtained. If thefulfillment of the contract as governed by these
GTC becomes unfeasible due to restrictions imposed by export control laws, particularly in cases
where the required licenses have not been issued
by the relevant authorities, either Party may terminate the contract, in whole or in part, by providing written notice to the other Party in accordancewith clause 16.4. Additionally, KARL MAYER retains the right to terminate the contract, in whole
or in part, without prior notice by delivering a written declaration to the Customer if the necessary
information and documents are not provided by
the Customer within 6 weeks of KARL MAYER'srequest.
15.4 In the event of withdrawal, KARL MAYER is entitled to reimbursement of costs for work alreadycarried out up to that point.
15.5 KARL MAYER is entitled but not obliged to takelegal or extra-legal action against negative decisions of the competent authorities or, in the eventof an unreasonably long duration of the official
procedure, to seek legal protection from thecourts.
15.6 Claims against KARL MAYER for compensation
for damages resulting from delayed performanceor non-performance due to export control restrictions or the clarification of doubts in this respect are excluded, unless the delay or impossibility is due to intentional or grossly negligent behaviour on the part of KARL MAYER.

transactions contemplated thereunder may not
be transferred or assigned unless expressly consented by KARL MAYER in writing. This shall not
apply insofar as money claims in commercial
transactions are concerned.
16.2 These GTC, the contractual relationship between
KARL MAYER and the Customer, as well as eachindividual performance under these GTC shall begoverned by the laws of the SAR Hong Kong, excluding the UN Convention on Contracts for theInternational Sale of Goods (CISG) and the conflict of laws rules.
16.3 Our registered office as shown in the commercial
register is the exclusive place of performance for
all Service and payment obligations, unless otherwise agreed.
16.4 If the Customer has its registered office within theEuropean Economic Area or Switzerland and if
the Customer is a merchant, a legal entity underpublic law or a special fund under public law, theplace of jurisdiction for all disputes arising fromand in connection with the contract shall beFrankfurt am Main, Germany. This place of jurisdiction shall apply exclusively for the Customer.
Alternatively, KARL MAYER is entitled at its soleand absolute discretion to bring an action against
the Customer at the Customer's general place ofjurisdiction. If the Customer is domiciled outside
the European Economic Area and Switzerland, it
is agreed that all disputes arising out of or in connection with the present contract shall be finallysettled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by threearbitrators appointed in accordance with theseRules in the case of a value in dispute exceeding
EUR 400,000 and by one arbitrator appointed inaccordance with these Rules in the case of avalue in dispute of not more than EUR 400,000.
The place of arbitration shall be Hong Kong. The
language of the arbitration shall be English. The
law applicable to the matter shall be the law of theFederal Republic of Germany, excluding the UN
Convention on Contracts for the International
Sale of Goods.
16.6 If one or more of the above provisions should be
or become invalid in whole or in part, the validityof the remaining provisions shall not be affected
and shall remain binding. The Parties agree that
any ineffective provision shall be replaced by aneffective one which most closely corresponds tothe intended economic purpose. The same shallapply if a loophole in need of supplementationarises during the performance of the contract.

16. Assignment; choice of law; place of performance; arbitration and jurisdiction agreement; severability clause
16.1 The rights and obligations of the Customer arisingfrom the contract subject to these GTC and/or the
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