TERMS AND
CONDITIONS SERVICEAS AT 04/2020

1. General - Scope - Verbal Collateral Agreements
1.1 All services which we perform on the basis of a separate contract in connection with thedelivered products beyond the fulfillment of justified warranty claims (e.g. services,
servicing, commissioning support, assembly, repair, troubleshooting, testing, training,
consulting, appraisal and advisory services, hereafter referred to as „Services“) are subject
to the following Service Terms and Conditions exclusively. We do not accept conflicting,differing and/or terms and conditions not contained in our Service Terms and Conditions
unless expressly agreed upon in writing. This also applies in case we unreservedly perform
Services with knowledge of conflicting, differing conditions or conditions not contained in
our Service Terms and Conditions, or if the Client refers to the validity of his terms of business in his enquiry, his order or otherwise in connection with the execution of the contract.
1.2 Our Service Terms and Conditions shall only apply to entrepreneurs as defined in § 14
German Civil Code (hereinafter referred to as „BGB“).
1.3 Our service personnel is not authorized to make verbal collateral agreements.
2.

Conclusion of Contract
Unless expressly otherwise agreed upon our service offers are non-binding. The order givenby the Client does not become binding for us until we have confirmed it in writing or have
implicitly accepted it through performance or issuance of an invoice.

3. Costs - Cost Calculation – Surcharges – Payment Terms
3.1 All costs and expenses arising in connection with our Services shall be borne by the Client
regardless he may pass these costs and expenses to a third party. We do not accept
issuing of invoices to third parties who are not our clients.
3.2 The deployment time (travel and service time) of our service personnel and the travel
expenses incurred will be charged during the regular service hours, which we will informthe Client of at any time upon request and which are available at www.balluff.com/en/de/contacts/sales-and-service/, according to the currently valid price list, which we will also
inform the Client of at any time upon request.
For working hours outside the regular service hours, we charge surcharges on theabove-mentioned remuneration rates according to the currently valid price list, which we will
provide the Client with at any time on request.
3.3 Travel time and travel expenses for the journey to the service location will be calculated fromthe plant which the respective service personnel is associated with and from there back to
the respective plant.
3.4 Lodging and board
In-country: Daily stipend excluding overnight accommodations according to the travel cost
rates stipulated by the tax authority. Overnight accommodations per receipt or agreed upon
flat rate.
Out-of-country: Daily stipend excluding overnight accommodations based on countrygroups. Overnight accommodations based on receipt.
3.5 The in Section 3.1 to 3.4 mentioned rates do not include value added tax (VAT); theappropriate VAT will be added separately.
3.6 If necessary (replacement) parts and/or necessary accessories are installed, used or otherwise needed in connection with a Service we may invoice the Client for these (replacement)
parts. The prices for the (replacement) parts and accessories will be invoiced according to
the Price List effective at the time the agreement was concluded, which we will inform the
Client of at any time upon request.
3.7 Terms of payment: The costs for Services are due for payment within 14 days of receipt of
an invoice without deduction.
3.8 A set-off of the Client‘s claims against our claims is only permissible if the Client’s claims
have been recognized by us, are undisputed or have been finally legally determined or are
in a close mutual relationship with our claim.
3.9 The same applies for rights of retention; besides the Client may only exercise a right ofretention if Client’s counterclaim is based on the same contractual relationship.
3.10 The assignment of claims from this contractual relationship is permitted only with our priorwritten consent. There is no entitlement to granting of such permission. § 354a German
Commercial Code (HGB) remains unaffected.
4 Time, Content and Scope of Services – Force Majeure
4.1 The Services shall be timely performed in accordance with the agreements made with the
Client; otherwise as soon as we are able in terms of time and personnel.
4.2 Unless otherwise explicitly agreed upon, the agreed times for the Services are not fixeddeadlines (§ 323 Para. 2 No. 2 BGB, § 376 HGB).
4.3 The Services in principle shall be performed within regular service hours (cf. Section 3.2).
If possible in terms of time and personnel we will also perform Services – if explicitly
requested by the Client - outside of regular service hours but with the addition of surcharges(cf. Section 3.2).
4.4 The Services shall be performed according to the agreements made with the Client – andotherwise depending on actual necessity – on the Client’s premises, at the location of
the objects on which the Services shall be executed (hereinafter referred to as „Service
Objects“) or at one of our plants. If the necessary Services are to be performed in one of ourplants the Client must send the Service Objects or parts of them to the plant specified byus. The Client shall bear the costs for shipment to and from the plant. The Client also shallbear the risk for any accidental deterioration or loss of the Service Objects during shipment
in either direction. If the return of the Service Objects is delayed due to a circumstance forwhich the Client is responsible we are entitled to charge the Client – following notice ofreadiness to dispatch – the costs associated with storage but no less than 0.5% of the net
selling price of the dispatch-ready Service Objects for each commenced week but in maximum 10% of the net selling price of the dispatch-ready Service Objects. Both parties may
prove that higher, lower or no storage costs have arisen. The statutory rights and claims ofboth parties remain unaffected.
4.5 We limit our Services to the scope agreed upon (i.e. as part of elimination of faults to thereported faults) or – if the scope has not been agreed upon – to the Service Objects. We are
not obligated to perform Services on other objects at the request of the Client.
4.6 Events falling under force majeure, i.e. unforeseen events on which we have no influence
and we are not responsible for (e.g. official actions and orders (irrespective if they are valid
or invalid), wars, revolutions, embargos, pandemics, epidemics, fires, earthquakes, floods,
storms, explosions or other natural disasters) shall extend the time for performance of Services accordingly, even when they occur during an undue delay or at one of our suppliers.
If as a result of such instances it is not possible to perform the Services within a reasonable
time the Client and we may withdraw from the agreement or from the unfinished part of it.
The same shall also apply in the event of subsequent impossibility of performance of thecontract for which we are not responsible. Damage claims arising from such a withdrawal
are not permitted. If one party intends to withdraw from the contract for the aforementioned
reasons, it must inform the other party immediately.
4.7 If necessary we will leave the Client with the needed operating manuals or other technicalinformation for the Service Objects or the performed Services following completion of theServices.
5. Cooperation Obligations of the Client
5.1 The Client must ensure that the Services may be commenced and performed to its completion without delay by our service personnel at place and location. Access to the Service
Objects must be ensured at all times. The Client must ensure that the working conditions in
his company are such that our service personnel can work in compliance with all regulations,in particular those concerning accident prevention.

5.2 If claims are made against us by a third party (in particular by our service personnel) due
to a violation of such regulations, in particular for accident prevention, the Client is obliged
to indemnify us from these alleged or actual claims, unless the Client is not responsible forthe violation of duty. Insofar as the Client is obliged to indemnify us in accordance with theabove sentence 1 of this section 5.2, he shall also reimburse us for all damages and thenecessary costs and expenses incurred by us from or in connection with the third-party
claim.
5.3 The Client shall keep functional all technical equipment necessary to perform the Services
and shall make it available to the service personnel. The Client shall furthermore makeavailable all ancillary equipment and fluids necessary for the operation of the Service
Objects. If needed it could be necessary for our service personnel to be supported on siteby other experts by using an internet connection. For this purpose, the mobile network
connection used by us is used together with usual software (e.g. Skype, Microsoft Teams,
TeamViewer Pilot, etc.). If the mobile network connection could not be used at the locationor could only be used with disturbances, the Client is obliged to provide and maintain thenecessary telecommunication equipment free of charge (in particular LAN or WLAN) andgrant us the access rights exclusively for and during the service assignment. We have theright to use and transmit pictures, sound and video data and/or data of the Service Objects
and their installation situation, which are used exclusively for diagnostics.
5.4 The Client shall make available any technical personnel necessary for the proper operationand for the recommissioning of the Service Objects.
5.5 If required an interpreter shall also be provided.
5.6 All cooperation obligations described in this Section 5 must be provided by the Client at
no charge. If the Client does not meet his obligations in due time we are entitled but not
obligated to perform the obligations of the Client in his place and at his expense.
5.7 If the Client is in default in meeting his cooperation obligations or violates them culpably we
may claim any resulting damages including any additional expenses. The enforcement ofadditional claims remains unaffected.
6. Interruption of the Services – Cancelled Services
6.1 If possible, the Services in principle shall be performed without interruption in one operation.
If this is not possible due to reasons we or our service personnel are not responsible for
the Client shall bear all resulting additional costs, especially for additional travel by service
personnel in both directions. This applies even if (replacement) parts and/or accessories
must be procured the need for which only became evident as part of the Services andwhich are not immediately available. In all such cases we shall make all effort to complete
the Services as soon as possible, however only against reimbursement of additional
expenses.
6.2 We are entitled to interrupt ongoing Services briefly if the deployed service personnel areurgently needed elsewhere (e.g. due to acute, urgent production interruptions at anothercustomer) and an immediate performance of the Services at the Client is not necessary.
We bear the additional costs resulting from such an interruption excluding any claims fordamages of the Client. The interruption shall be limited to the necessary minimum.
6.3 If the Services cannot be completed partially or in full for reasons the Client is responsible
for we are entitled to withdraw from the contract if, in spite of a reasonable grace period,
the Services cannot be continued.
6.4 If we cannot perform Services becausea) the fault cannot be identified in spite of adherence to all the generally recognized rules oftechnology, orb) a (replacement) part cannot be procured, the Client shall reimburse our costs unless weare responsible for the fact that performance of Services is impossible.
7. Claims for defects
7.1 If the object of the Services is a work service, any possible claims for defects are subject toa limitation period of 12 months following acceptance. This shall not apply in cases where§§ 438 Para. 1 No. 2, 438 Para. 3, 479 Para. 1 and § 634a BGB prescribe longer limitation
periods and in cases of a liability for damage from injury to life, body or health as well as incases of a liability for damage arising from an intentional or grossly negligent breach of duty.
7.2 Any subsequent performance by us shall only be made as a matter of goodwill and without
recognition of any obligation to perform, unless we have agreed otherwise with the Client or
we have expressly recognized a claim for subsequent performance against the Client before
or in connection with the subsequent performance.
7.3 Any defects in our Services must be immediately notified to us in writing after performance(obvious defects) or their discovery. Otherwise the assertion of possible claims for defects
is excluded.
7.4 In addition the statutory requirements regarding inspection and complaint are applicable;
we do not agree with any restriction of these statutory requirements.
7.5 Furthermore we are not liable for any disadvantages and damages resulting from a delayed
notification of a defect in our Services.
7.6 Compensation for damages may only be claimed by the Client only in accordance with
Section 8 below.
8. Liability
8.1 We shall only be liable for and damage claims and reimbursement of needless expenditures– in accordance with § 284 BGB – (hereinafter referred to as „Damages“) made by the Client
caused by deficiencies of Services or caused by violation of other contractual or non-contractual obligations, in particular caused by tort, due to wilful intent or gross negligence.
Excluded from this limitation shall be those damages that are based on injury to life, bodyor health, on the assumption of a guarantee (according to § 443 BGB) or of a procurement
risk, the violation of material contractual obligations as well as on liability according to the
Produkthaftungsgesetz (German Product Liability Law).
8.2 Damages caused by the violation of material contractual obligations are limited to damages
typical for the contract that must have been foreseeable by us at the time of conclusion ofcontract as typical damages provided that the liability is not due to willful intent or grossnegligence and not based on injury to life, body or health, on the assumption of a guarantee
or of a procurement risk as well as on liability according to the Produkthaftungsgesetz(German Product Liability Law).
8.3 Foreseeable damages typical for the contract in the meaning of Section 8.2 are:a) in each case: in maximum damages in the amount of the net remuneration of the contractaffectedb) per calendar year: in maximum damages in the amount of the net turnover the Client
have purchased Services from us in the preceding calendar year. In the first contract year
in maximum damages in the amount of the net turnover the Client purchased Services
from us until the occurrence of the event of damage.
8.4 In any case typical damages in the meaning of Section 8.2 are not any indirect damages(e.g. recovery for loss of profit, damages resulting from interruption of business).
8.5 Irrespective of Section 8.3 and Section 8.4 the amount of damages to be paid by us to the
Client shall be determined by having, adequately in favour of us, due regard to our economic
situation, nature, scope, and duration of the business relationship, possible causative or
responsible contributions by the Client according to § 254 BGB. Especially damages, costand expenditures which shall be paid by us to the Client have to be in an appropriate
relationship to the value of the Services being performed.
8.6 All limitations of liability shall also apply to the same extent in the event of breaches of dutyby persons for whose fault we are responsible under statutory provisions.
8.7 A change in the burden of proof to your disadvantage is not associated with the provisions
in this Section 8.
8.8 Material contractual obligations pursuant to Section 8.1 and 8.2 are all obligations whose
fulfilment the proper performance of the contract makes possible in the first place and on
whose compliance the Client regularly may trust.

9. Acceptance
9.1 Acceptance of our Services is generally not required, unless the Services constitute work
services. In this case the following applies: As soon as we give notice of completion of
the Services the Client must immediately accept the Services in the agreed form. The
acceptance must be confirmed in writing on the acceptance protocol. Notwithstanding
the statutory provisions, the Client may not refuse acceptance if the defect is insignificant.
9.2 Service personnel shall present to the Client a suitable activity record for signature.
By signing the Client recognizes the performance of the Services in accordance with theservice order. The time for the return trip shall be entered by our service manager upon
arrival of the service personnel.
10. Extended lien
When the Services is performed at our plant we shall be entitled to assert a contractual
lien arising from the respective contract for the objects which came into our possession inconnection with the respective contract. The contractual lien shall also apply to claims from
Services performed at an earlier date in so far as they relate to the affected object.
11.		 Retention of Title
11.1 In so far as installed (replacement) parts and accessories became not essential elementsof the Service Object we retain title of the (replacement) parts and the accessories until
payment in full of all present and future obligations of the Client arising from the business
relationship with us. This also applies if the remuneration has been paid for certain Services
designated by the Client. If the retention of title is linked to special conditions or formal
requirements in the country of the Client, the Client is obliged to inform us of this and toensure fulfilment at his own expense.
11.2 Linkage, blending or processing of a (replacement) part and/or accessories shall always
take place for us as the manufacturer, but without any obligation for us. If (joint) title isterminated due to linkage, blending or processing of the (replacement) part and/or
accessories, it is already now agreed that we shall acquire (joint) title to the new item inproportion to the value of the item supplied by us. The Client must store the items of which
we have (joint) title for us at no charge to ourselves.
11.3 For goods in which we have (joint) title, the Client hereby assign to us by way of security
all claims arising from resale of the items delivered to third parties or from any other cause
in law in the sum of the invoice value of the (replacement) part or accessories. On demand
the Client is obliged to provide us with written declarations of assignment.
11.4 Pledges and transfers by way of security are not permitted. The Client must inform us
without delay of any request to open insolvency proceedings, attachment of property,
distraint or any other disposals or interferences by third parties.
12.		 Documents - Results able as Industrial Property Right
12.1 Unless expressly agreed otherwise, illustrations, drawings, calculations and any otherdocuments relating to products, applications or projects which contain valuableknow-how shall remain our property and shall be subject to our copyright even if we placethem at the Client‘s disposal. Without our express prior consent, they may be neither
reproduced nor made accessible to third parties.
12.2 In the case that in connection with the fulfilment of the Services a result will be generated
that will able as Industrial Property Right all Industrial Property Rights regarding this result
will belong solely to us unless the Client was significantly involved in the generation of theresult. In such a case or in all other cases a result able as Industrial Property Right will
be generated conclusively with the Client the parties agree that we will receive at least aroyalty-free, non-exclusive right to use the result, unrestricted in terms of time, location andcontent.

Balluff GmbH
Schurwaldstrasse 973765 Neuhausen a.d.F.
Germany
Phone +49 7158 173-0
Fax +49 7158 5010
balluff@balluff.dewww.balluff.com

Doc.-No. 896023.002 · EN · D20 · Replaces K19

13.		 Final Provisions
13.1 The place of performance for all obligations from the contractual relationship is Neuhausen
a.d.F, Germany.
13.2 Substantive German law shall apply exclusively without giving effect to its conflict of laws
principles.
13.3 It is agreed that (a) place of jurisdiction for legal actions falling within the jurisdiction as
regards the subject matter of the Amtsgerichte (local courts) shall be the Amtsgericht
Stuttgart, Germany and (b) place of jurisdiction for legal actions falling within the jurisdiction
as regards the subject matter of the Landgerichte (regional courts) shall be the Landgericht
Stuttgart, Germany. We are also entitled to start a legal action at your domicile.