Terms of sale, delivery and payment

Status: December 2022 / AI SEN Consulting GmbH

I. General

1. These terms and conditions of sale, delivery and payment (VLZB) apply to all business relationships between AI SEN Consulting GmbH (hereinafter: AI SEN) and its contractual partners, provided that they are entrepreneurs, legal entities under public law or special funds under public law; they apply in particular to contracts for the sale and/or delivery of movable goods, regardless of whether AI SEN produces them itself.

2. These General Terms and Conditions of Sale apply exclusively; any deviating, conflicting or supplementary terms and conditions of the contractual partner shall only become part of the contract if and to the extent that AI SEN has expressly consented to their validity. This consent requirement applies in all cases, for example even if the contractual partner refers to its General Terms and Conditions of Sale/AVLB when placing the order and AI SEN does not expressly object to this.

3. Unless otherwise agreed, these General Terms and Conditions of Sale and Delivery shall apply in the version valid at the time of the Contracting Party’s order or in any case in the version last communicated to the Contracting Party in text form as a framework agreement also for similar future contracts, without AI SEN being required to refer to them again in each individual case.

4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in AI SEN’s order confirmations take precedence over these VLZB.

5. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these VLZB.

II. Conclusion of contract and prices

1. a. Offers from AI SEN are non-binding and subject to change. This also applies if AI SEN provides the contractual partner with catalogues, technical documentation (e.g. drawings, plans), other product descriptions or documents.

b. Orders placed by the contractual partner are considered to be a binding contractual offer. Unless otherwise stated in the order, AI SEN is entitled to accept the respective contractual offer immediately after it is received by AI SEN. Acceptance is made in writing by means of an order confirmation.

2. a. Unless otherwise agreed, the prices of AI SEN valid at the time of conclusion of the contract shall apply – this is free ramp plus the applicable statutory value added tax.

b. If AI SEN sends a sold item to a location other than the place of performance at the request of the contracting party (so-called mail order sale), the contracting party shall bear the transport costs from the warehouse as well as the costs of any transport insurance requested. Any customs duties, fees, taxes and

Other public charges shall also be borne by the contractual partner.

III. Terms of payment

1. Unless otherwise agreed, invoice amounts are to be paid within 30 days of invoicing and delivery or acceptance of the goods without any deductions; the date of payment is determined by the credit note at AI SEN.

2. If the contractual partner defaults on payment of invoice amounts, interest will be charged on these amounts during the period of default at the applicable statutory default interest rate. AI SEN reserves the right to claim further damages for default. The right to commercial default interest (Section 353 of the German Commercial Code) remains unaffected in relation to merchants.

3. If the debtor defaults on payment for more than 14 calendar days, all claims from further deliveries not yet paid may become due immediately.

4. The contractual partner shall only be entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed or arises from the same order under which the delivery in question was made.

5. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that the claim to the purchase price is jeopardized by the contracting party's inability to pay, AI SEN is entitled to refuse performance and - if necessary after setting a deadline - to withdraw from the contract. In the case of contracts for the manufacture of non-fungible items (custom-made items), AI SEN can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

6. AI SEN is entitled to assign the claims against the contractual partner to third parties.

7. Incoming payments from the contractual partner must always be offset in accordance with Section 366 Paragraph 2 of the German Civil Code (BGB).

8. The contracting party shall bear all fees, costs and expenses incurred by him or a third party to whom he has assigned a claim arising from and in connection with successful debt collection proceedings against the contracting party outside the Federal Republic of Germany.

IV. Delivery, delivery time

1. a. Unless otherwise agreed, delivery will be made free ramp; this is also the place of performance for delivery and for any subsequent performance, unless otherwise agreed.

b. If AI SEN sends a sold item to a location other than the place of performance at the request of the contractual partner (so-called mail order sale), AI SEN is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.

2. The risk of accidental loss and accidental deterioration of the goods shall pass to the contracting party at the latest upon delivery of the goods. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the contracting party

upon delivery of the goods to the forwarding agent, the carrier or the other person or institution designated to carry out the shipment. Handover shall be deemed to have taken place if the contractual partner is in default of acceptance.

3. a. Delivery times are agreed individually.

b. The occurrence of any delay in delivery by AI SEN is determined according to the statutory provisions. In any case, however, a reminder from the contractual partner is required.

c. AI SEN shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions, difficulties in the procurement of materials or energy, transport delays,

Strikes, lawful lockouts, lack of labor, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the failure, incorrect or untimely delivery by suppliers despite a congruent hedging transaction concluded by the seller) for which AI SEN is not responsible. If such events make it significantly more difficult or impossible for AI SEN to deliver or provide the service and the hindrance is not only of a temporary nature, AI SEN is

entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service periods are extended or the delivery or service dates are postponed by the period of the obstacle plus a reasonable start-up period. If the contractual partner cannot reasonably be expected to accept the delivery or service as a result of the delay, they can withdraw from the contract by immediately notifying AI SEN.

d. If AI SEN defaults on a delivery or service or if a delivery or service becomes impossible - regardless of the reason - AI SEN's liability for damages is limited in accordance with the provisions of Section IX of these Terms and Conditions.

V. Delay in acceptance

If the contracting party is in default of acceptance, fails to cooperate or if the delivery is delayed for other reasons for which the contracting party is responsible, AI SEN is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, AI SEN will charge a flat-rate compensation of EUR 15.00/m³ net per calendar day for the period of the delay in acceptance.

The proof of greater damage as well as the statutory claims (such as reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum must be offset against further monetary claims.

The contracting party is entitled to provide evidence that AI SEN has suffered no damage at all or only significantly less damage than the above-mentioned lump sum.

VI. Liability for defects, obligation to give notice of defects

1. The statutory provisions apply to the rights of the contractual partner in the event of material and legal defects (including incorrect and incomplete deliveries as well as improper assembly/installation or inadequate instructions), unless otherwise specified below. In all cases, the special statutory provisions on reimbursement of expenses for the final delivery of the newly manufactured goods to a consumer (so-called supplier recourse) remain unaffected, unless an equivalent compensation has been agreed (e.g. as part of a quality assurance agreement).

2. a. AI SEN is generally not liable for defects of which the contracting partner is aware at the time of conclusion of the contract or is grossly negligent in not knowing; furthermore, the contracting partner's claims for defects presuppose that the contracting partner has complied with the statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during delivery, inspection or at any later point in time, AI SEN must be notified of this in writing immediately. In any case, obvious defects must be reported in writing within seven working days of delivery and defects not apparent during inspection must be reported in writing within the same period of time from discovery.

b. If the contractual partner fails to carry out the proper inspection and/or report the defect, liability on the part of AI SEN for the defect not reported or not reported in a timely manner or not reported properly is excluded in accordance with the statutory provisions. In the case of goods intended for fitting, attachment or installation, this also applies if the defect only became apparent after the corresponding processing as a result of the violation of one of these obligations; in this case, the buyer has no claims to reimbursement of corresponding costs (so-called removal and installation costs).

3. a. Customary and reasonable deviations of the delivered goods, in particular with regard to structure, colour or grain, especially in the case of natural products such as wood, compared to exhibits, samples or catalogue illustrations and catalogue information remain reserved, as do customary and reasonable deviations of the dimensions and dimensional data of the delivered goods compared to exhibits, samples or catalogue information.

b. In the case of cabinet furniture, the wood designation refers to the visible front surfaces. The use of other suitable materials is permitted.

c. Reasonable technical changes, particularly within the scope of the current state of the art, which do not or do not significantly affect and/or impair function and appearance, such as fittings or similar, do not in principle constitute a defect under warranty.

4. If the delivered item is defective, AI SEN can initially choose whether subsequent performance will be provided by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by AI SEN is unreasonable for the contractual partner in the individual case, they can refuse it. AI SEN's right to refuse subsequent performance under the statutory conditions remains unaffected.

5. AI SEN is entitled to make the subsequent performance owed dependent on the contractual partner paying the purchase price due. The contractual partner is, however, entitled to retain a portion of the purchase price that is appropriate in relation to the defect.

6. The contracting party must give AI SEN the time and opportunity required to provide the subsequent performance owed, in particular to hand over the goods in question for inspection purposes. In the case of replacement delivery, the contracting party must return the defective item to AI SEN upon request in accordance with the statutory provisions. The subsequent performance does not include the dismantling, removal or deinstallation of the defective item or the installation, attachment or installation of a defect-free item if and to the extent that AI SEN was not originally obliged to provide these services; claims of the contracting party for

Reimbursement of the corresponding costs (so-called removal and installation costs) remains unaffected.

7. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as removal and installation costs, if applicable, shall be borne or reimbursed by AI SEN in accordance with the statutory provisions and these VLZB if a defect actually exists. Otherwise

AI SEN may demand reimbursement from the contractual partner for the costs incurred as a result of the unjustified request for remedy of the defect, provided that they knew or negligently did not know that

there is actually no defect.

8. The contractual partner’s claims for damages or reimbursement of wasted expenditure, even in the case of defects, only exist in accordance with Section IX and are otherwise excluded.

9. Deviating from the statutory provisions, the general limitation period for claims arising from material and legal defects is one year from delivery. This limitation period also applies to contractual and non-contractual claims for damages by the contracting party that are based on a defect in the goods; unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the contracting party according to Section IX of these VLZB and according to the Product Liability Act expire exclusively according to the statutory limitation periods.

VII. Retention of title

1. AI SEN reserves ownership of the goods sold until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

2. The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The contractual partner must notify AI SEN immediately in writing if an application for the opening of insolvency proceedings is made or if third parties (e.g. seizures) take place on the goods belonging to AI SEN.

3. If the contracting party acts in breach of contract, in particular if the purchase price due is not paid, AI SEN is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods due to the retention of title. The demand for return does not simultaneously entail a declaration of withdrawal; AI SEN is instead entitled to merely demand the return of the goods and to reserve the right to withdraw. In these cases, AI SEN can demand 25% of the purchase price as flat-rate compensation. The contracting party reserves the right to prove that AI SEN has suffered no damage or only a small amount. AI SEN reserves the right to prove higher damage in individual cases. If the contracting party pays the purchase price due nAI SEN may only assert these rights if AI SEN has previously unsuccessfully set the contractual partner a reasonable deadline for payment or if such a deadline is unnecessary under the statutory provisions.

4. The contractual partner is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with Section VII.3 of these VLZB. In this case, the following provisions apply in addition.

5. The retention of title extends to the products resulting from processing, mixing or combining the goods at their full value, whereby AI SEN is considered the manufacturer. If, in the case of processing, mixing or combining with goods of third parties, their ownership rights remain, AI SEN acquires

Co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.

6. The costs arising from the resale of the goods or the product

The contracting partner hereby assigns claims against third parties to AI SEN as security in full or in the amount of the co-ownership share in accordance with Section VII.5. AI SEN accepts the assignment. The contracting partner's obligations set out in Section VII.2 also apply with regard to the assigned claims.

7. The contractual partner remains authorized to collect the claim alongside AI SEN. AI SEN undertakes not to collect the claim as long as the contractual partner meets its payment obligations to AI SEN, there is no lack of performance and AI SEN does not assert the retention of title by exercising a right under Section VII. 3. However, if this is the case, AI SEN can demand that the contractual partner disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, AI SEN is also entitled to revoke the contractual partner's authorization to further sell and process the goods subject to retention of title.

8. If the realizable value of the securities exceeds AI SEN’s claims by more than 10 percent, AI SEN will, at the request of the contractual partner, release securities of AI SEN’s choice.

VII. Catalogues, brochures

Catalogs, illustrations, plans, price lists, hardware or software (e.g. configurator, etc.), door samples, etc. provided by AI SEN are protected by copyright and are the property of AI SEN. These may not be passed on to third parties nor may their contents be disclosed unless AI SEN has expressly consented to this in writing. The sales documents made available to the contractual partner by AI SEN must be returned to AI SEN immediately upon request. The assertion of claims for damages in the event of infringement remains expressly reserved.

VIII. General limitation of liability

1. Unless otherwise stated in these General Terms and Conditions, including the following provisions, AI SEN shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.

2. AI SEN is liable for damages - regardless of the legal basis - within the scope of liability for intent and gross negligence. In the case of simple negligence, AI SEN is liable, subject to statutory limitations of liability (e.g. care in one's own affairs, insignificant breach of duty), only for damages resulting from injury to life, body or health and for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner

regularly relies on and may rely on); in this case, however, liability is limited to compensation for foreseeable, typically occurring damage.

3. The liability limitations arising from section IX.2 also apply to third parties and to breaches of duty by persons (including in their favour) whose fault AI SEN is responsible for according to statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the goods was given and for claims of the contractual partner under the Product Liability Act.

4. The contracting partner may only withdraw from the contract due to a breach of duty that does not constitute a defect if AI SEN is responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences apply.

IX. Applicable law and place of jurisdiction

1. The contractual relationship between AI SEN and the contractual partner, including these Terms and Conditions, is subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. If the contracting party is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be

Headquarters of AI SEN.

The same applies if the contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, AI SEN is also entitled to bring an action at the place of performance of the delivery obligation.

in accordance with these VLZB or a prior individual agreement or at the general place of jurisdiction of the contractual partner. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.

3. To the extent that the contract or these VLZB contain regulatory gaps, the legally effective provisions that the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these VLZB if they had known about the regulatory gap shall be deemed to have been agreed upon to fill these gaps.