an offer within the meaning of Section 145 BGB, SHF is
entitled to accept this within a period of two weeks.

General Terms and Conditions of SHF
Communication Technologies AG
as of March 2024

7.

Product descriptions and data-sheets do not apply as aguarantee without a separate written agreement.

Section I - General Provisions
1.

2.

3.

Legal relations between SHF Communication Technologies
AG (hereinafter „SHF) and the Customer in connection with
supplies and/ or services of SHF (hereinafter “Supplies”) shallbe solely governed by this General Terms and Conditions(hereinafter „T&C“). The Customer´s general terms andconditions shall apply only if expressly accepted by SHF.
These T&C also apply to all future business between theparties. The scope of delivery shall be determined bycongruent mutual written declarations.
SHF reserves any industrial property rights and/ or
copyrights on all documents, in particular: quotations,descriptions, manuals, data-sheets, drawings and otherdocuments (hereinafter “Documents”) provided to theCustomer in the context of the contract. These Documents
shall not be made accessible to third parties without prior
express written consent of SHF. The prohibition not to makedocuments accessible to third parties does not apply to
documents that have already been made publicly accessible
by SHF.
SHF may provide digital downloads deemed helpful ornecessary for the operation of the shipped goods. These
downloads may include public download links available on
our website or individual-specific links provided with the
shipment.
Upon receipt of goods, it is the customer's responsibility topromptly download any associated digital materials,
including but not limited to inspection reports, manuals,
certificates, and operating software. SHF cannot guarantee
indefinite retention of this information on our servers.
Therefore, customers are advised to ensure timely retrieval
and permanent storage of the digital content upon receipt
of goods. SHF shall not be held liable for any loss orinconvenience incurred due to the failure to properly store
or download such digital materials within a reasonable
timeframe.

4.

The Customer has the non-exclusive right to use standard
software and firmware, provided that it remains unchanged,
is used within the agreed performance parameters and on
the agreed equipment.

5.

SHF is entitled to partial deliveries unless they are
unreasonable to accept for the Customer.

6.

Offers by SHF are always non-binding unless they are limited
in time. Accepted orders or confirmations are the basis of
the contract and decisive for the scope of the delivery. This
also applies if the customer has asked SHF to submit a
specific offer. Orders placed by the Customer are binding for
the Customer and are deemed to have been accepted upon
submission of the order confirmation or upon provision of
the relevant service by SHF. Subsidiary agreements andchanges must be confirmed by SHF. If the order represents

Section II - Prices, Terms of Payment and Set-Offs
1.

All relevant prices are subjected to respective agreement
between SHF and the Customer. Unless otherwise agreed all
prices are FCA (INCOTERMS 2020), Wilhelm-von-SiemensStr. 23D, 12277 Berlin, Germany. Orders for which fixedprices have not been expressly agreed will be charged at thelist prices valid on the day of delivery.

2.

If SHF is also responsible for assembly and installation the
Customer shall - unless otherwise agreed - pay the agreed
payment and any incidental costs required, e.g. reasonable
travelling and transport costs as well as allowances. In caseof doubt, SHF can request a reimbursement of its employees
reasonable travel expenses on the basis of the German
Federal Travel Expenses Act (BRKG).

3.

Unless otherwise agreed, the only method of payment istransfer to an account specified by SHF. Transfer costs and,if applicable, costs for foreign currency payments are borneby the customer. Payment with a check is only permittedwith the explicit prior consent of SHF. SHF can demand full
prepayment from the customer. Payments of the customer
are always credited first to interest receivables, cost andthen to the customer’s oldest open main receivable. SHF
retains the right to refuse a payment if the Customer
determines a different set-off.

4.

The Customer is not allowed to offset against disputed or notlegally binding accounts.

Section III - Retention of Title
1.

Objects of delivery (hereinafter “Retained Goods”) shallremain the property of SHF until each and every claim,
including conditional and subsidiary claim maintained by SHF
towards the Customer on account of the business
relationship has been satisfied. Until the transfer ofownership, the Customer must treat the Retained Goods
with care, insure them appropriately and, if necessary, fulfill
required service and maintenance at his own expense. If the
combined value of SHF´s security interests exceeds the valueof all secured claims by more than 10%, SHF shall release acorresponding part of the security interest if requested by
Customer. SHF is allowed to choose which security interest
is to be released.

2.

For the duration of the retention of title the Customer may
not pledge the Retained Goods or use them as security.
Resale shall be possible only for resellers in the ordinary
course of business and on condition that the reseller would
receive payment from their customer or makes the transfer
of property to the customer dependent upon the customer
fulfilling its obligation to effect payment.

Page 1 of 53.

a) In case of reselling Retained Goods by the Customer, heassigns to SHF all claims arising from resale including but notlimited to any collateral rights and all balance claims as
security without any further special declarations being
necessary. The Customer is entitled and obligated to collectassigned account.
b) If the Retained Goods are sold on together with otherobjects and no individual price has been settled with respectof the Retained Goods, customer shall assign to SHF suchpart of the overall price which is equal to the amountinvoiced by SHF for the Retained Goods.

4.

a) The Customer may process, merge or combine Retained
Goods with other items. Any processing is always made for
SHF. The Customer shall handle and keep safe the new items
thus created for SHF with the care of a prudent businessman.
The retention of title also covers the new items.

SHF in every respect when ordering or making use of thissecurity in rem.

Section IV - Terms of Delivery, Default
1.

All terms of delivery and/ or services or deadlines are onlybinding if they have been confirmed at least in text form inaccordance with § 126b BGB by SHF. The customer also has
to provide an e-mail address for electronic communication.
The last address provided by the customer is the delivery
address for declarations and notices under this contract or
relevant to the contract. The customer can send declarations
relevant to the contract to the e-mail address sales@shfcommunication.com.

2.

Compliance by SHF with the periods for Deliveries and/or
Services requires that all obligations of the Customer are
fulfilled properly and in due time, in particular, that all
documents, approvals and releases to be furnished by the
Customer are received by SHF in time, and that such otherobligations are satisfied which are required for the Deliveries
and/or Services by SHF to be carried out properly and in due
time.

3.

If failure to comply with any terms of delivery caused byb) SHF and the Customer agree that in case of processing,merging or combining Retained Goods with other items notbelonging to SHF, the Customer assigns in advance its
ownership or co-ownership rights to SHF.
c) The provisions of Section III (3) shall also apply to the newitems. Assignment shall only apply to the amountcorresponding to the value invoiced by SHF for Retained
Goods that have been processed, merged or combined.
5.

6.

7.

8.

Until further notice the Customer may collect assigned
accounts relating to resale. SHF is entitled to withdraw
permission in case of substantial reason including but notlimited to payment delay and stoppage, start of insolvency
proceedings, bill protest or indication of excessive
indebtedness or imminent insolvency. After expiration of anadditional period SHF may unveil the assignment, realize theassigned claims and demand Customer to inform theirpurchaser of the assignment.
The Customer shall inform SHF of any seizure or other act ofintervention by third parties. If a reasonable interest can beproven, the Customer shall provide SHF with all information
and/ or documents necessary to assert the claims of SHF
against purchaser.
Where Customer fails to fulfill his duties or otherwise
violates his obligation, expressly in the event of default inpayment, SHF is entitled to withdraw from contract and takeback the Retained Goods provided that Customer was given
an appropriate period of time before. The statutory
regulations concerning the dispensability of the fixing of atime-limit shall remain unaffected. The Customer shall beobliged to return the Retained Goods. Taking back or seize
the Retained Goods or exercise retention of title by SHF does
not constitute withdrawal of contract unless otherwise
declared.

a)force majeure including but not limited to mobilization,
war, act of terror, riots, significant restrictions due topandemic situations or similar events (e.g. strikes orlockouts);b)

Virus, DDoS-or other attacks on SHF´s IT-Systemoccurring despite exercising protective measures;c)barriers arising from German, US or otherwise
applicable national, EU or international rules of foreign
trade law or from other circumstances SHF is not
responsible for; ord)an event of delayed or improper delivery to SHF by third
supplier

the terms of delivery shall be extended accordingly.
4.

Subsequent modifications or additions to the contract
introduced by the Customer and agreed between him and
SHF shall cause schedules and deadlines already agreed
upon to be extended accordingly.

5.

With consent of SHF, the dispatch or delivery can bepostponed by more than one month on the Customers
request. SHF may charge the Customer, for every additional
month commenced, storage costs of 0.5% of the price of
items stored, but no more than a total of 5%. SHF reserves
the right to continue dispatch or delivery with a reasonable
period of notice.

If the Customer is based in another legal system and theprinciple of retention of title is unknown to this legal system,
the Customer undertakes to provide SHF with security that
corresponds to the retention of title insofar as it grants SHF
a real right to the real right (security in rem) and to support

Page 2 of 5

necessary protective measures and ensure compliance withthem. The Customer informs about special protective
measures to be taken by SHF before the Assembly andInstallation.

Section V - Passing of Risk
1.

2.

3.

If the purchaser demands shipment of the goods and nothingelse was agreed with regard to transportation, the risk of loss
or damage to the goods passes to the purchaser upon
dispatch.
If, in addition to delivery, installation or assembly is includedin the performance of SHF, SHF can - with consent of thecustomer - deliver the goods prior to installation orassembly. With delivery to the Customer’s facility, the risk ofaccidental loss and accidental deterioration of the goods istransferred to the Customer. The Customer must takeappropriate measures to store the delivery securely andprotected it from access by third parties and other harm until
installation or assembly is complete.
In the event of default in acceptance or any other culpablebreach of duty to cooperate on the part of the Customer,
SHF is entitled to demand compensation for the resulting
damage, including any additional expenses. SHF reserves theright to make further claims. In this case, the risk ofaccidental loss or accidental deterioration of the goods istransferred to the Customer at the time of default in
acceptance or any other breach of duty to cooperate.

6.

If changes or other interventions in the Customer's devices,
systems or other facilities are required for the purpose of
preparing or performing the Assembly and Installation andthese are carried out with the Customer's consent, SHF andis not liable for any adverse consequences or damage
resulting from these interventions to the Customer property
or interests.

Section VII - AcceptanceAcceptance may not be refused due to minor defects. The start ofuse equates to an unconditional acceptance.

Section VIII - Defects as to Quality
1.

Defective parts or defective services shall be, at SHF´soption, repaired, replaced or provided again free of charge
provided that cause of defect was present at passing of risk.

2.

SHF shall be given the opportunity to repair or replace thedefective products within a reasonable time period.
Generally, the Customer is obliged to grant SHF two
attempts. If repair or replacement is unsuccessful, theCustomer is entitled to withdraw from contract or reduce
the amount of payment. Any claims for damages the
Customer is entitled to according to Section VIII (9) shall be
unaffected.

Section VI - Assembly and Installation
1.

If assembly, installation or commissioning is delayed as
result of circumstances SHF is not responsible for, theCustomer shall bear reasonable costs for standby-time andadditional all necessary traveling expenditures of installation
personnel.

2.

The Customer is obliged to contribute what is necessary for
the Assembly and Installation. This includes, in particular,
the granting of access to the location of the service, themeasurement, test or application object, the providing
required information and data in a form that can be used by
SHF, and the preparation of sufficient conditions for the
execution of the Assembly and Installation Service within thescope of what is locally and factually possible.

3.

All statutory warranty claims expire within 12 months fromthe transfer of risk. The same shall apply mutatis mutandis
to withdrawal and reducing of payment. These terms shallnot apply where longer periods are mandatory prescribed bylaw, in case of intent, fraudulent concealment ofdefectiveness or non-compliance with guaranteedcharacteristics. Legal provisions regarding suspension andrecommencement of limitation periods shall be unaffected.

3.

If the approval of third parties is to be obtained for the
implementation of the Assembly and Installation service, itis the responsibility of the Customer to obtain it.

4.

The prerequisite for any warranty rights of the Customer is
his proper fulfillment of all inspection and complaint
obligations owed in accordance with Section 377 of theGerman Commercial Code (HGB).

4.

The customer must instruct the SHF employees who are
involved in the implementation of the Assembly andInstallation on site in the relevant work and safety
regulations and point out particularly dangerous situations.
If the Assembly and Installation is carried out in or on afacility belonging to the Customer and special protective
equipment is required in this context, the Customer must
provide this free of charge for the performance of the service
and monitor correct use.

5.

There shall be no claims based on defectiveness in cases ofminor deviations from agreed quality with no or only
insignificant impairment of usability, natural wear and tearor damages arising, after passing of risk, from defecting andnegligent treatment, improper use (without attention to
instructions, manuals and directions given by SHF),
excessive strain, unsuitable equipment or particular external
influences that are not preconditions in accordance with thecontract or from non-reproducible software errors. Claims
based on defectiveness attributable to improper
modification or maintenance are likewise excluded.

6.

The Customer shall have no claim with respect to expenses
incurred in the course of supplementary performance,

5.

If SHF employees need to have access to equipment, systems
or other facilities of the Customer for the performance of theAssembly and Installation, the Customer must first point out
the special characteristics of his facilities (e.g. special
sensitivity or high susceptibility to damage), instruct about

Page 3 of 5

including but not limited to costs of travel, transport, laborand material, provided that expenses are increased due toCustomer transported merchandise to another location thanhis office unless transport complies with its intended use.
7.

8.

9.

Product descriptions do not apply as a guarantee without aseparate written agreement. In the case of updates,
upgrades and new version deliveries which are provided by
SHF at no charge, the claims for defects are limited to thefeatures of previous version status.

been modified by the Customer or being used together withproducts not provided by SHF.
3.

In addition, Section VIII (4) shall apply with regard to claimsof the Customer against SHF pursuant to Section IX(1[a]).

4.

Where other defects in title occur, Section VIII shall apply
accordingly.

5.

Any other claims of the Customer against SHF or its agentsor any such claims exceeding the claims provided for in
Section IX, based on defect of title, are excluded.

Changes or extensions to the delivered items that theCustomer carries out himself or through third parties do notallow the Customer to claim for defects unless the Customer
can prove that the change or extension was not the cause of
the defect. SHF is also not responsible for defects that canbe traced back to improper operation and operating
conditions or the use of unsuitable equipment by the
Customer.

Section X - Conditional Performance and Export Control
1.

The performance of this contract is subject to absence of any
impediments or barriers under German or applicable EU orinternational rules of foreign trade law or any embargos orother sanctions.

SHF can refuse supplementary performance until the
Customer has paid the agreed remuneration, minus a partthat corresponds to the economic significance of the defect.

2.

The Customer shall provide all information and documents
required for export, transport and import purposes.

3.

Certain goods may be subject to German, European and / or
US export control regulations. The Customer is solely
responsible for compliance with the relevant provisions in
the event of onward delivery to a third country. Upon
request of SHF, the customer has to disclose the designatedend user of the relevant items and inform SHF within three
weeks about the final place of use of the purchased items.
SHF can also demand other information or declarations thatit requires to fulfill statutory export control obligations orinternal risk-control or compliance rules.

4.

SHF can withhold any delivery until the Customer fulfills its
obligation under section X.3. SHF can terminate the contract
if the Customer fails to comply providing the requested
information after another notice period of three weeks. In
this case, the Customer has to reimburse SHF for its
expenses and its loss of profit.

5.

SHF is also allowed to terminate the contract without notice
if the Customer or a third party with close personal or
economic ties (in particular corporate ties) to the Customer
or the intended end-user is sanctioned by Germany, the EU,
the US or any other country or international organization.
The same applies if the Customer, the connected third partyor the intended end-user is a subject of an ongoing sanction
process.

Section IX - Industrial Property Rights and Copyrights; Defects in
Title
1.

Unless otherwise agreed, SHF shall provide the Supplies freefrom third parties´ industrial property rights and copyrights(hereinafter: “IPR”) only with respect to the country ofdelivery. If a third party asserts a justified claim against theCustomer based on infringement of an IPR by the Supplies
made by SHF and used in accordance with contract, SHF shallbe liable to the Customer within the term referred to in
Section VIII (3) as follows:a)2.

SHF shall choose whether to obtain, at own expense,
the right to use the IPR with respect to the Supplies
concerned or whether to modify the Supplies in suchway that they no longer infringe the IPR or replacethem. If this would be impossible for SHF due tounreasonable conditions, the Customer may withdraw
from contract or reduce the amount of payment
according to statutory regulations.

b)

SHF´s liability to pay damages is governed by Section XII.

c)

Any obligation stated in Section IX shall apply only if the
Customer (i) immediately notifies SHF of any such claim
asserted by third party in written form, (ii) does notrecognize the existence of an infringement and (iii)
leaves any protective measures and out of court
settlements to SHF´s discretion. If the Customer stops
using Supplies in order to reduce damage or for othergood reason, he shall be obliged to inform the third
party that the suspension of use does not involve any
acknowledgement of the alleged infringement.

Claims of the Customer shall be excluded if (i) he is
responsible for infringement of IPR, (ii) the infringement of
IPR is caused by specification made by the Customer or by atype of use not foreseeable by SHF or (iii) the Supplies have
Page 4 of 5

Section XI - Impossibility of Performance, Adaption of Contract
1.

2.

3.

In case of delivery is impossible, the Customer is entitled todemand damages unless SHF is not responsible forimpossibility. The Customer´s claim for damages is, however,limited to an amount of 10% of the value of that part ofSupplies which cannot be used for the purposes of contract
due to impossibility. This limitation shall not apply if liability
is based on intent or gross negligence or injury to life, bodyand health and shall not reverse the burden of proof to thedisadvantage of the Customer. The right of withdrawal shallbe unaffected hereby.
Where events within the meaning of Section IV(3a-3c)
substantially change economic importance or content ofSupplies or considerably affect SHF´s business operation, thecontract shall be adapted acting appropriately and in goodfaith. If this appears not possible on economic acceptableconditions, SHF shall have the right to withdraw fromcontract. The same applies, if required export permits are
not granted or cannot be used. SHF is obliged to inform theCustomer immediately of its intention to withdraw fromcontract even if extension of delivery period has previously
been agreed with the Customer.
The rules of this section only apply if the customer's claim forcompensation is not already excluded or limited by the rulesof Section XII.

Section XIII - Place of Jurisdiction; Applicable Law; Place ofperformance; Language of Contract
1.

Sole and exclusive venue for all disputes arising directly or
indirectly out of or in connection with this contract shall be
Berlin, Germany. SHF is also entitled to file a lawsuit at court
responsible at the customers headquarter.

2.

The contract and its interpretation shall be exclusively
governed by German law, without regard to its conflict oflaw principles. The rules of the United Convention oncontracts for the International Sale of Goods (CISG) areexcluded. German law shall also apply on the use of agents,
agency and representation.

3.

Unless otherwise agreed, the place of performance for all
obligations under this contract shall be Berlin, Germany.

4.

The contract languages are German and English. All
declarations and notices under and in connection with thecontract must be made in one of these two languages.

Section XIV - Severability Clause
Should individual provisions of this General Terms and Conditions
be legally invalid, the remaining provisions will be binding. This
shall not apply if it would constitute an unreasonable hardship for
one of the parties to be obligated to continue the contract.

Section XII - Other Claims for Damages
1.

Unless otherwise provided by rules of General Terms of
Conditions, the Customer shall have no claim for damages
based on whatever legal reason, including infringement of
duties arising in connection with the contract or any tortious
act.

2.

This does not apply if liability is based ona) German Product Liability Act (Produkthaftungsgesetz);b) Gross negligence or Intent;c) Fraud;d) Failure to comply with a guarantee granted;e) Culpable injury of life, boy and health;f) Negligent breach of fundamental obligations ofcontract whose fulfillment shapes the contract and inwhich the Customer normally may trust.

3.

To the extent the breach of contract is unintentionally, SHF´sliability arising from a breach of fundamental condition ofcontract shall be limited to the compensation of the typicaldamage foreseeable on conclusion of the contract.

4.

SHF is liable for damage due to lack of guaranteed properties
up to the amount that was included in the purpose of theguarantee and that was recognizable to SHF when theguarantee was given

5.

The Provisions stated in Section XII shall not reverse theburden of proof to the disadvantage of the Customer.

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