General Terms and Conditions of Purchase

VF Lightspan GmbH – Steinacker 3 – 28717 Bremen

As the buyer/purchaser, we conclude all contracts subject to the law on the sale of goods, including contracts for the supply of work (§650 BGB) and, as the client/purchaser, all contracts subject to the law on contracts for work and services, exclusively in accordance with our General Terms and Conditions of Purchase below.

These “purchasing” conditions therefore apply not only to contracts with suppliers subject to the law on the sale of goods, but also to the contractors carrying out contracts for work and services. We do not recognise any terms and conditions of the supplier/contractor that are contrary to or deviate from our terms and conditions of purchase, unless we have expressly agreed to their validity in writing in the individual case.

If our order is confirmed by the supplier/contractor in deviation from our General Terms and Conditions of Purchase, our General Terms and Conditions of Purchase shall nevertheless apply, even if we do not object to the deviating terms and conditions of the supplier/contractor.

If the supplier/contractor does not agree with this regulation, he must immediately and expressly point this out in a special letter. In this case, we reserve the right to cancel our order without any claims being made against us.

In addition to these Terms and Conditions of Purchase, we base our contracts for work and services relating to construction services, which include assembly services of the contractor on construction, on the Procurement and Contract Regulations for Construction Services VOB Part B (General Terms and Conditions for the Execution of Construction Services) in the version in force at the time the contract was placed.

Our General Terms and Conditions of Purchase also apply to future purchase and work contracts for which we are the buyer/client, even if they are not expressly referred to.

I. Offers

1.) Bids must be made in writing and must be submitted free of charge. The preparation costs (e.g. travel, preparation of plans) are at the expense of the supplier/contractor.

2.) Quotations must contain the information required for processing by us, in particular our enquiry number and project reference, our material number and the name of the clerk.

3.) The supplier must examine an offer professionally and is instructed to expressly point out any deviations (from inquiry documents). Without any indication of deviations that are detrimental to us, our order is deemed to have been placed on the basis of our unchanged query documents, unless we have recognized the deviations.

II. Orders

1.) Our orders and all agreements with us must be placed in writing, by fax or by e-mail.

2.) Changes or additions to the order by the Supplier (amending acceptance) shall only take effect if they are immediately confirmed by the Client/Purchaser in writing, by fax or by e-mail.

III. Order Confirmation

1.) Unless otherwise agreed, each order must be confirmed by the supplier/contractor without delay, stating the clerk, the material number and the order number, but no later than within 5 working days.

2.) Order confirmations must be sent to logistics@vf-lightspan.com.

3.) If we do not receive the order confirmation within the specified period, we are entitled to withdraw from the contract without any claims against us – regardless of the legal grounds.

IV. Prices

1.) The prices shown in our order are binding. They include packaging, material certificates according to valid standards, certificates of origin and other approvals such as CE, CSA, UL markings, as well as delivery based on DDP delivery address, according to INCOTERMS in the current version.

2.) Unless otherwise stated, the statutory value added tax is included in the price.

3.) We reserve the right to return packaging material to the supplier/contractor at the supplier’s/contractor’s expense.

4.) Invoices must contain the delivery address, the name of the clerk, the order number, our material number, the delivery quantity, the price and all information required by VAT Act; as long as this is not the case, invoices are not due.

5.) Invoices are to be sent to invoices@vf-lightspan.com.

V. Delivery, Manufacturer’s Obligations

1.) The delivery time and quantity specified in our order is binding.

2.) The supplier/contractor is obliged to inform us immediately in writing as soon as he realises that he cannot meet the delivery time in whole or in part. If no new delivery time is agreed upon as a result, we are at least entitled to withdraw from the contract without the supplier/contractor having any claims against us. This also applies if the delay is due to official orders, strikes and/or force majeure.

3.) If the supplier/contractor is in default with the delivery in accordance with the contract, in particular free of defects, we may demand lump-sum compensation from the supplier/contractor for damage caused by delay in the amount of 1% of the agreed order value per week, but not more than 5% of the agreed order value, if the agreed end date is culpably exceeded.

If settlement against measurement and a provisional order amount has been agreed, this will be taken as a basis. If intermediate dates have been agreed and a quantified partial remuneration has been agreed in the order, we shall be entitled to demand lump-sum compensation for damage caused by delay in the amount of 1% of the agreed order value per week, but not more than 5% of the agreed order value, if the agreed intermediate date is culpably exceeded.

If settlement against measurement and a provisional order amount has been agreed, this will be taken as a basis. The lump-sum damages for exceeding an intermediate deadline are offset against the lump-sum damages owed for exceeding a deadline.

The lump-sum damages are therefore limited to a maximum of 5% of the contract value to be used as a basis in all circumstances. However, we are entitled to prove a higher damage and to assert it against proof.

We reserve the right to assert all further legal claims. The supplier/contractor has the right to prove to us that we have suffered no damage or a significantly lower damage than the lump-sum damage.

VI. Shipping

1.) The supplier/contractor is obliged to clearly indicate the place of delivery, the order number, the material number and the clerk on the shipping documents, delivery notes, waybills, parcel sections, stickers, etc.

2.) The material risk is only transferred to us upon receipt of the goods at the destination.

VII. Warranty / Liability for Material Defects

1.) The supplier/contractor is responsible for ensuring that the delivered goods/work are free of defects, comply with the legal provisions and official orders and contractual agreements made.

2.) The warranty period (defect liability period) is agreed to be five years from the transfer of risk. If the statutory warranty period or the one offered by the supplier/contractor or the one agreed with him in the individual case is longer, this longer period shall apply.

3.) Subject to open defects, our legal obligation to inspect and complain about the goods without delay is waived. The supplier/contractor is obliged to subject the goods to careful quality control before delivery. In view of this, our notices of defects are at least timely if they are made within two weeks of the defect being discovered.

4.) By way of subsequent performance, we may, at our discretion, demand that the supplier/contractor remedy the defect, including all consequential damages caused by defects, or deliver a defect-free item.

The supplier/contractor is obliged to bear all expenses necessary for the purpose of subsequent performance. The claims and rights to which we are legally entitled in the event of defects remain unaffected. In the case of new delivery, the warranty period begins again.

The same applies in the case of rectification of the item, provided that the repaired item has the same defect or the rectification is carried out defectively.

5.) In the event of a particular urgency or if the supplier/contractor is in default with the warranty, we are entitled to remedy defects ourselves or have them remedied.

Particular urgency exists in particular if there is a threat of a production standstill, a loss of performance, failure to start on time or a contractual penalty. The costs of warranty work arranged by us are at the expense of the supplier/contractor.

VIII. Liability

1.) The liability of the supplier/contractor is otherwise based at least on the statutory provisions. If liability claims are asserted against us, the supplier/contractor is obliged to indemnify us from these claims to the extent that they have their cause in his sphere of control and organisation and he himself would be liable in the event of a direct legal relationship with the injured party.

2.) In view of this, the supplier/contractor undertakes to maintain liability insurance with an appropriate sum insured. This does not affect any further claims for damages to which we are entitled.

3.) The Supplier/Contractor undertakes to comply with minimum wage regulations in the area of application of the Minimum Wage Act and applicable regulations on minimum conditions at the workplace and confirms this to the Buyer/Purchaser upon request and without being asked to do so by means of invoicing, in particular final invoicing.

An invoice from the supplier/contractor that does not contain this confirmation is not due. The Buyer/Purchaser shall at any time be entitled to inspect the business documents of the Supplier/Contractor by a person who is bound to secrecy by virtue of professional law (auditor or tax consultant) in order to verify compliance with these obligations.

This regulation applies mutatis mutandis to obligations of the supplier/contractor towards holiday and social security funds. Compliance with the above obligations of the supplier/contractor is an essential contractual obligation.

IX. Retention of Title, Confidentiality

1.) We accept a reservation of title on the part of the supplier/contractor if and to the extent that this is expressly agreed outside of the General Terms and Conditions.

2.) All documents (e.g. drawings, plans, calculations, samples, models, data carriers, computer records and programs) that we make available to the supplier/contractor remain our property.

The documents are to be treated as strictly confidential and may not be made available to third parties without our express written consent. They must be returned to us on first request, but at the latest unsolicited as soon as they are no longer needed. The documents may only be used for business transactions with us.

The content of all negotiations and the entire contract is confidential in nature and may not be made available to persons who do not belong to the contractor. The obligation to maintain confidentiality shall apply beyond the time the order is executed.

Publications of any kind about the project and also about the services of the contractor in the project require our written consent.

3.) The supplier/contractor is not entitled to use our company and our trademarks. Information that the supplier/contractor receives during the execution of the order – in particular about research and development work and our business activities – must be kept confidential during and after the end of the order.

The Supplier/Contractor shall coordinate with the Purchaser in writing if it wishes to advertise its services to the Purchaser. He must then refer to the buyer/purchaser as his client.

4.) Parts provided by us remain our property. Machining and processing are carried out for us.

If our accessories are combined or mixed with objects that are foreign to us, we acquire co-ownership of this thing in proportion to the value of our object to the value of the object of others.

X. Tools, moulds and fixtures

Tools, moulds and fixtures paid for in whole or in part by us are our property/co-ownership and are only available to the supplier/contractor on loan.

XI. Payment

1.) We are entitled to pay at our option as follows:

• within 14 days from receipt of goods and invoice minus 2% discount, or

• within 60 days from receipt of goods and invoice net.

2.) Our payments do not imply approval of the goods or acceptance under the contract for work.

XII. Assignment

The assignment of the claims to which the supplier/contractor is entitled against us is excluded unless we have previously agreed to it in writing.

XIII. Suspension

Unless otherwise agreed, we are entitled to suspend the execution of orders for a period of three months.

The necessary costs for storage during this period will be reimbursed to the supplier/contractor against proof. The supplier/contractor cannot claim any additional costs.

The delivery time will be extended according to the duration of the suspension.

XIV. Cancellation

We are entitled to cancel the execution of orders.

We shall bear the costs of the work incurred up to the time of cancellation and the material costs, insofar as the supplier/contractor can prove them.

The supplier/contractor must invoice the costs. The prerequisite for payment of these costs is the prior transfer of ownership and delivery to us of the products manufactured or procured under the orders up to that point.

XV. Miscellaneous

1.) The legal relationships between our contractual partner and us are subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2.) The place of performance is the registered office of our company. This place is also the place of jurisdiction for all disputes arising from the business relationship with the supplier/contractor. However, we are entitled to sue the supplier/contractor at its registered office.

3.) The legal relationships between the supplier/contractor and us are subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

4.) Should one or more of the above clauses be invalid or void, this shall not affect the validity of the remaining provisions.

General Terms and Conditions of Delivery

VF Lightspan GmbH – Steinacker 3 – 28717 Bremen

The following terms and conditions of delivery form a significant part of all our delivery offers and the contractual relationships entered into by us regarding our deliveries, unless we expressly agree to deviations from them in writing or in text form.

Our contractual partners acknowledge our terms and conditions of delivery upon placing an order or at the latest upon acceptance of our deliveries.

Our customer is hereinafter referred to as the customer, regardless of whether it is a delivery with or without assembly by us.

These terms and conditions of delivery do not apply to orders that we place ourselves – our General Terms and Conditions of Purchase apply to this.

I. Scope of delivery and services

1.) The scope of our deliveries and/or other services is solely determined by our written order confirmation. An objection by the customer to this is only relevant if it is expressly and immediately made in writing or in text form. If there is no order confirmation on our part, an order is deemed to have been agreed in accordance with our offer. If both an order confirmation and an offer on our part are missing, the scope of the order shall apply according to the customer’s request, but on the basis of our terms of delivery without restriction and under any restrictions that we may have made.

2.) The documents belonging to our offer (illustrations, drawings and measurements, etc.) are only approximate and are not binding. We reserve the right to make changes to the product and design insofar as this is reasonable for the customer. We reserve the right of ownership and copyright to cost estimates, drawings, operating regulations and similar documents; they may not be made available to third parties by the customer.

3.) Claims of the customer due to culpable breach of an ancillary obligation under the contract, in particular due to incorrect advice granted, cannot be asserted unless there is an express written confirmation by us in this respect. This does not apply if we are accused of intent or gross negligence and not in cases of injury to life, body and health.

II. Payments

Unless otherwise agreed, payment shall be due in its entirety and immediately upon execution of the delivery or, insofar as we are also obliged to assemble it, upon its execution.

For partial services, we are equally entitled to demand appropriate immediate advance payments – step by step – according to the increase in value of the customer.

If we agree on delivery or other services without the agreement of immediate payment by the customer by agreeing on payment against invoicing with a payment deadline, a payment period of 21 days for instalment invoices and a payment period of 30 days for final invoices from receipt of invoice shall be deemed to have been agreed (Saturdays are included).

We are always entitled to demand security in accordance with § 650 f BGB in the case of orders with assembly or in the case of pure delivery orders without our assembly security analogous to § 650 f BGB.

We are entitled to charge interest from the due date of an invoice or if a payment date is exceeded in the amount of 12% above the base interest rate set by the Deutsche Bundesbank, without the customer having to be given separate notice of default.

Reminders on our part do not mean that the due date has been postponed.

If the purchaser does not comply with the agreed payment condition, if he refuses to fulfill the contract or if we become aware of circumstances after conclusion of the contract that make the creditworthiness of the latter appear doubtful in relation to the concluded contract, our entire claims from the contractual relationship become due immediately.

We are then also entitled to carry out outstanding services only against advance payment or – at our discretion – to provide further services accordingly (§ 321 of the Civil Code).

In the event of default in the provision of security, we are also entitled to withdraw from the contract while maintaining our claims due to loss of profit. In addition, we then have the right to take back goods that have already been delivered under retention of title and to claim damages for non-performance or to take the delivered item back to us without waiving our claims until satisfaction.

In the event of acceptance of the delivery item, all costs, including those incurred by the renewed delivery, shall be borne by the buyer.

In the event of a withdrawal, the customer must compensate us not only for the compensation for the use of the delivery item, but also for any depreciation in value, even through no fault of our own, as well as all costs and lost profits incurred by us in connection with entering into the contract and withdrawing from the contract.

III. Delivery and installation deadlines

Our delivery and installation time specifications are made to the best of our knowledge.

Unless we assure otherwise in writing, they are non-binding and will be extended in the event of the occurrence of unforeseen and non-culpable obstacles that affect us or one of our upstream suppliers in accordance with the significance of the obstacle.

Even if a delivery period has been expressly declared binding by way of exception, it shall not commence until the customer has accepted our order confirmation in writing and only after receipt of any agreed down payment.

A further prerequisite is the clarification of all technical details of the delivery, insofar as these are not to be determined by us ourselves.

The delivery deadline will be met even with timely notification of our readiness for shipment.

If we are responsible for a delay, the customer is entitled to set us a reasonable deadline for subsequent delivery (but at least 4 weeks) and to withdraw from the contract after its fruitless expiry.

Further claims by the customer due to delay in delivery are excluded unless we can be accused of more than simple negligence.

Partial deliveries are permissible without us having to pay for any additional costs incurred.

All cases of force majeure, as well as civil unrest, strikes, lockouts, operational disruptions, restrictions and shortages of raw materials and supplies, etc., entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up time after the end of the hindrance.

If the performance of the contract becomes unreasonable for one of the parties due to such events, it may withdraw from the contract in this respect.

However, claims for damages or other reimbursement on the part of the customer are excluded in the event of such withdrawal.

If the obstructive circumstances only affect the assembly and we have already prefabricated essential parts of the delivery, a withdrawal of the customer is excluded.

The customer must register the construction project with the responsible building law office and, if necessary, apply for the installation or building permit and, if necessary, approval in the individual case and prove their existence to us at any time upon request.

IV. Ownership

Until full payment or full cashing of any cheques and bills of exchange, the delivery item remains our property.

Our right of property is also not lost by the fact that payments are made that are equivalent to the consideration for one or more pieces or for certain deliveries.

It will remain in place until we have been completely satisfied with all claims to which we are entitled from the connection with the customer for each individual piece delivered.

If, despite being asked, payment is not made on time or in cases of § 321 of the German Civil Code (BGB) (objection of uncertainty), or in the event of enforcement measures against the customer, we shall have the irrevocable right, without prejudice to our other claims, to remove our delivery to secure our retention of title until full payment has been made, without recourse to the court.

However, the retrieval and seizure does not declare a withdrawal from the contract on our part.

The customer expressly and irrevocably grants us the right to enter the storage location of the delivery at any time for the purpose of inspection, retrieval and loading, etc., or to have it entered by our representatives.

The customer may neither pledge nor transfer the items delivered by us before payment has been made and ownership has been transferred to him, not even as security.

In the event of seizures, we must be notified immediately by registered letter.

The assertion of the retention of title as well as the seizure by us shall not be deemed to be a withdrawal from the contract.

V. Liability for defects in delivery and other services

All complaints must be reported to us immediately.

In the event of any notice of defects, we have the right to inspect the disputed delivery or service in an unchanged condition.

If we are notified of defects that turn out to be not our responsibility upon inspection by us, we are entitled to charge the costs incurred by us as a result of the inspection.

In the event of defects recognized by us, the customer can only demand repair or replacement delivery.

However, the customer expressly reserves the right to demand a reduction in the remuneration or, at his discretion, the cancellation of the contract in the event of failure of the repair or replacement delivery.

There are no further claims on the part of the customer, in particular a claim for compensation for damage that has not occurred to our delivery and other service itself, unless expressly agreed otherwise.

Insofar as the above provisions do not contain any deviating provisions, a claim for damages by the Purchaser, regardless of the legal basis (e.g., impossibility, non-performance, positive injury, tort, settlement between joint and several debtors, etc.), is excluded.

However, we are liable for intent or gross negligence on the part of our legal representatives, senior employees, and vicarious agents within the framework of mandatory statutory provisions.

We are only liable for slightly negligent conduct of our legal representatives, executive employees, or vicarious agents if a cardinal duty has been violated and the damage was foreseeable.

For grossly negligent conduct, our liability is limited to the foreseeable damage, unless a cardinal obligation has been violated.

The legal liability for cases of injury to life, limb and health in the event of more than slight negligence is not limited.

We reserve the right to make changes due to technical innovations, new DIN regulations or similar developments, insofar as these changes are reasonable for our customer.

VI. Installation requirements

The customer is liable for the absence of defects, in particular the dimensional accuracy and strength of the services of the pre-contractors, as well as for the existence of the necessary building permits.

The procurement of any necessary approval in individual cases is also the task of the customer.

Masonry and chiseling work are not part of our services.

The construction site and its access road must allow vehicles with at least 20 t axle load.

The condition of the construction site must allow for the retrieval and assembly of the delivery parts.

The customer must dismantle overhead lines in the assembly area in good time.

Power consumption and connection (15 kW for 220/380 V) are to be provided free of charge on the construction site.

We will charge separately for installation difficulties.

As a matter of principle, we are not responsible for installation difficulties and are therefore entitled to discontinue our services until they have been rectified by the customer.

VII. Assembly Implementation

The customer has supports, anchors, etc., cast immediately after alignment of our construction – if necessary – during the presence of our fitters.

During the duration of our assembly work and until its acceptance, only our employees are allowed to carry out construction work on the construction site.

We exclude any liability for the consequences of violations.

We are entitled to use suppliers and subcontractors.

Late requirements from supervisory bodies, authorities, or test engineers and additional costs resulting from such delays are at the expense of the customer and may result in postponements.

Connection work on existing buildings or parts of buildings and transitions requires an explicit contractual agreement; they generally do not fall within our scope of services.

Assistants provided by the customer remain in his care (social contributions, insurance, etc.).

VIII. Assembly interruptions or changes

Costs and other consequences of interruptions to the construction site, for which we are not responsible, must be borne in full by the customer.

Changes, additions or similar requirements deviating from the construction plan are to be agreed solely with our management.

Agreements with our fitters on the construction site are only binding for us if they are expressly confirmed by our management; our fitters are not authorized to make or receive declarations on our behalf.

IX. Services with assembly (contracts for work)

We only perform such services on the basis of the current valid General Terms and Conditions of Contract for the Execution of Construction Services (VOB) Part B.

However, our terms of delivery and payment and/or our other individual contractual stipulations take precedence over VOB Part B.

X. Confidentiality

The content of all correspondence relating to the order and all contractual documents is confidential in nature and may not be made accessible by the customer to third parties, unless necessary for employees, advisors, banks or authorities to know them.

All such institutions and/or persons shall be made aware that this information is confidential before it is disclosed to them.

All our documents, plans, drawings, and other technical information relating to the subject matter of the contract are and will remain our property.

The customer owes us a contractual penalty of €3,000 for each proven breach of the above obligations.

The obligation of confidentiality shall continue to apply to the customer even after termination of the contract for a period of 10 years from the execution of the order, except for content that has become generally known.

XI. Place of performance and jurisdiction

1.) The legal relationships between our contractual partner and us are subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2.) The additional place of jurisdiction for all disputes arising from the contractual relationship, including for bills of exchange and cheque claims, is Bremen if the customer is a merchant within the meaning of § 38 of the Code of Civil Procedure.

Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.