General Terms and Conditions

Date: November 2024

General Terms and Conditions for the Sale and Delivery of MOBOTIX Corp.

MOBOTIX Corp. having an address at 85 Broad St, Unit 16-045, New York City, NY 10004

These General Terms and Conditions of Sale and Delivery (herein, “GTC”) are applicable to all customers (collectively, the “Customers” and each, individually, a “Customer”) of MOBOTIX Corp., a Delaware corporation (“MOBOTIX”). These GTC are the only terms that govern the sale of the Products and the rendering of the Services (as collectively defined below and herein).

1. Terms and Conditions of Sale

1.1. MOBOTIX shall sell and deliver to the Customer and the Customer shall purchase and accept from MOBOTIX the products (herein, collectively, the “Products”) and services as well as professional services (herein, collectively, “Services”) described on or in any accompanying quotation, cost estimates, purchase order (the “Order”), purchase order confirmation, invoice, or any combination thereof, which taken together with the GTC shall constitute the entire agreement between MOBOTIX and the Customer regarding the Products and Services (herein, this “Agreement”) and this Agreement supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. All business relationships with the Customer concerning the sale and delivery of Products and Services shall be governed exclusively by these GTC and any individual contractual agreements made with the Customer. If these GTC have been introduced into the business with the Customer, they shall also apply to the Customer for all future similar business relationships, unless expressly agreed otherwise in writing. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Products and the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these GTC.

1.2 These GTC prevail over any of the Customer’s general terms and conditions of purchase or any terms and conditions of third parties regardless of whether or when the Customer has submitted its purchase order or such terms, unless and to the extent that MOBOTIX expressly recognizes them in writing. Fulfillment of the Customer’s Order does not constitute acceptance of any of the Customer’s terms and conditions and does not serve to modify or amend these GTC. No general terms and conditions of the Customer shall at any time form a part of the content of any contract or agreement between the Customer and MOBOTIX, even if they are not further expressly rejected by MOBOTIX. Any additional or different terms or conditions contained in the Customer’s Order or in any other form issued by the Customer shall be deemed objected to by MOBOTIX and shall be of no effect. This also applies if MOBOTIX refers to, responds to or refers to a message (e.g. a letter, fax, e-mail or comparable document) that contains the terms and conditions of the Customer or a third party or that refers to such terms and conditions.

1.3 Customers are exclusively distributors/authorized dealers/installers within the meaning of these GTC. Insofar as Services are provided by MOBOTIX on behalf of the Customer to the Customer's end customers, a contractual relationship is only entered into with the Customer of MOBOTIX and not with the end Customer.

2. Quotes and Execution of Agreement (also by means of the MOBOTIX Online Store)

2.1 All quotations and cost estimates are subject to change and non-binding, unless they are expressly agreed to as binding or contain a specific acceptance period. If the Customer accepts an offer after the expiration of an acceptance period specified herein, its acceptance shall be deemed to be a new offer by the Customer, which requires acceptance by MOBOTIX. Unless otherwise agreed in writing or otherwise stated in the quotations/cost estimates, all quotations and cost estimates for Products and Services are valid for fourteen (14) calendar days of the date of issuance. Subsequent modifications in quantity or quality, if such are requested by the Customer, generally will cause a modification of the quoted price. Customer shall bear all costs associated with the modification of the Order.

2.2 No Order, including prices and performance specifications as well as other declarations and assurances, is binding upon MOBOTIX until the earlier of acceptance of the Order in writing or the delivery of the Products to the Customer or the rendering of Services to the Customer. Notwithstanding any prior acceptance of an Order by MOBOTIX, MOBOTIX shall have no obligation if the Customer is in breach of any of its obligations hereunder, or any other agreement between the Customer and MOBOTIX, at the time MOBOTIX s performance was due.

2.3 The Products material comply with the specifications set forth in the Order confirmation. Information provided by MOBOTIX regarding the delivery or Service of the Products, the Products’ data sheets (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data), any representations thereof (e.g. drawings and illustrations) or any specifications of the Products are only legally binding if MOBOTIX has expressly agreed to such in writing. Otherwise, they are deemed non-binding descriptions or identifications of the delivery or Service. The Customer hereby expressly permits customary deviations, deviations that occur due to regulations by law, technical improvements, as well as the replacement of components with equivalent parts.

2.4 All verbal agreements concerning the terms of any Order, including agreements made by telephone, shall have no force and effect unless and until acknowledged by MOBOTIX in writing.

2.5 Cost estimates are subject to a fee. If an Order is placed for Products or Services covered by a cost estimate, the fee for the cost estimate will be credited toward the amount of the invoice.

2.6 Orders placed with and accepted by MOBOTIX may not be canceled except upon MOBOTIX’s written consent prior to shipment and the Customer’s acceptance of MOBOTIX’s cancellation charges which shall protect MOBOTIX against all costs and losses. MOBOTIX reserves the right to cancel any Order hereunder in MOBOTIX’s sole discretion without liability to MOBOTIX (except for refund of monies already paid).

2.7 As an option, existing customers who have individual access data for the MOBOTIX Store can place their Orders in the MOBOTIX online store ("MOBOTIX Store"), which can be accessed at www.mobotixstore.com. Before the Customer can enter the MOBOTIX Store, it must confirm its consent by clicking on the buttons "I accept the General Terms and Conditions for the Sale and Delivery of MOBOTIX" and "I accept the Privacy Policy" after his first login. The MOBOTIX Store shows the product portfolio, the prices, the freight costs for UPS standard shipping and Express Saver shipping, if these are offered by MOBOTIX for the selected delivery address or for the order/order quantity (max. 106 gallons), as well as the Customer's discounts. To order Products in the MOBOTIX Store, the Products must first be selected and then placed in the shopping cart (click on "Shopping cart"). Clicking on the "Checkout" button ("Checkout", "Cassa", "Pedido") takes the Customer to the checkout area. Here, the Customer can choose whether they wish to receive the Order in one delivery or in several parts. In order to recognize and prevent input errors during the ordering process, the Customer is taken to an overview page before the order becomes effective, with the help of which he can check all details of the order (products, price, etc.) and correct the data entered using the "Back" arrow () in the online store. The Customer then selects the shipping method. They can choose between UPS Standard and UPS Express Saver, provided these are offered for the Customer's delivery address or for the order/order quantity (max. 106 gallons). If UPS Standard and UPS Express Saver cannot be offered, the Customer will only be offered "Alternative shipping method", for which the specified prices plus freight costs apply, which will be agreed individually with the Customer. Alternatively, the Customer can specify in the text field the collection of the Products by the Customer itself at the MOBOTIX location or the order under "Alternative shipping method" plus freight costs. By clicking on the button "Binding Purchase" ("Acheter obligatoirement", "Acquisto vincolante", "Compra vinculante"), the Customer concludes its order bindingly, declares its agreement to the exclusive validity of these GTC and transmits its order to MOBOTIX. After receipt of the order by MOBOTIX, the Customer receives an automatically generated message in the MOBOTIX Store or an e-mail confirming receipt of the Order and in which the Customer's Order is listed again. This message in the store or e-mail is not an acceptance of the contract offer and merely a declaration that the Order has been received. The contract is only concluded when MOBOTIX sends an Order confirmation to the Customer or when the Products are delivered to the Customer.

2.8 MOBOTIX is only obligated to perform from its own stock of Products (stock debt).

3. Prices

3.1 The prices quoted by MOBOTIX apply to the scope of Services and delivery of the Products listed in the Order. All price quotations are Ex works Konica Minolta 420 International Blvd Brooks KY 40109 (Incoterms 2020), particularly excluding packaging and shipping costs as well as customs duties and freight, unloading charges, insurance, or taxes, if any, or as otherwise solely determined by MOBOTIX. Unless otherwise agreed in writing between the Parties, additional or special services shall be remunerated separately and shall be agreed separately.

3.2 Prices in catalogues, price lists, brochures, advertisements at trade fairs, circulars, advertising mailings, or any other media, are not binding unless confirmed in writing by MOBOTIX in an Order confirmation to be expressly included and if disclosed by the Customer that it based its decision to place an Order on such information.

3.3 The price of the Products and the Services shall be MOBOTIX's current prices in effect from time to time at the time the MOBOTIX accepts the Order of the Customer or by special price quotes made to the Customer in writing.

3.4 The Customer shall pay and be responsible for all import duties/custom clearance, freight charges, insurance, and taxes, if any, including any applicable sales, use, excise and other similar taxes, personal property, and other taxes, duties, levies and charges of any kind imposed by any governmental authority, irrespective of whether applicable law makes such items the responsibility of the Customer or MOBOTIX; provided, that, the Customer shall not be responsible for any taxes imposed on, or with respect to, MOBOTIX’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

3.5 MOBOTIX is entitled at its reasonable discretion, without notice to the Customer, to unilaterally increase the prices for the deliveries and Services (excluding franchise, net income and excess profits taxes) in the event of an increase in manufacturing, material and/or procurement costs, wage and ancillary wage costs, social security contributions and energy costs and costs due to legal requirements, environmental regulations, currency regulations, changes in customs duties and/or other public charges if these directly or indirectly affect the costs of the contractually agreed deliveries and services and increase them by more than five percent (5%) and if there are more than two (2) months between the execution of the contract and the delivery/Service. An increase is excluded if the cost increase for individual or all of the aforementioned factors is offset by a cost reduction for other of the aforementioned factors in relation to the total cost burden for the delivery/service (cost netting). If the aforementioned cost factors are reduced without the cost reduction being offset by an increase in cost factors other than those mentioned above, the cost reduction shall be passed on to the Customer in the form of a price reduction. If the new price is at least twenty five percent (25%) or higher than the original price due to the aforementioned price adjustment, the Customer is entitled to withdraw from contracts that have not yet been completely fulfilled with regard to the part of the contract that has not yet been fulfilled. However, the Customer may only assert this right immediately after notification of the increased remuneration.

4. Terms of Payment

4.1 Unless otherwise agreed to in writing by MOBOTIX, invoices issued by MOBOTIX are due and payable by the Customer for Products and Services immediately upon invoicing without any deduction. The date of payment shall be determined by the date of receipt of the payment in the account of MOBOTIX specified to the Customer.

4.2 The Customer shall make payments by check, wire transfer or as agreed by the parties otherwise in U.S. dollars to the account indicated on the invoice without an offset and MOBOTIX shall not be required to incur any expense to receive timely payment in full as required by this Agreement. Checks shall not be deemed payment until they have been cashed. Payments by check shall be subject to collection and shall be received by the MOBOTIX within said period in sections 4.1 above. In the event of returned checks, the MOBOTIX shall be entitled to charge a twenty-five U.S. dollars ($25) processing fee.

4.3 Any entitlement to a cash discount shall be subject to prior written consent of MOBOTIX.

4.4 The Customer's means of payment is stored in the MOBOTIX Store. The Customer shall pay in advance.

4.5 MOBOTIX may without notice change or withdraw extensions of credit at any time. If MOBOTIX ceases to extend credit terms before shipment, the Customer's sole remedy shall be cancellation of its Order. If the Customer does not receive notice before shipment, its sole remedy shall be rejection of the Products immediately upon delivery.

4.6 If the Customer fails to make payment on or before the date required, the Customer shall pay interest to MOBOTIX at the rate of one point five (1.5%) percent per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The specification or charging of interest shall not be deemed an agreement to extend credit. The Customer shall reimburse MOBOTIX for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these GTC or at law (which the MOBOTIX does not waive by the exercise of any rights hereunder), MOBOTIX shall be entitled to suspend the delivery of any the Products or the rendering of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for 5 (Five) days following written notice thereof. Furthermore, in any such case MOBOTIX shall be entitled to declare all claims for Services already performed in the course of the current business relationship with the Customer due for immediate payment. Moreover, any special benefits (discounts, price reductions, etc.) granted by MOBOTIX shall become forfeited and the corresponding amounts will be invoiced.

4.7 If the Customer fails to observe these GTC or the terms of any other agreements between MOBOTIX and the Customer, or if the Customer becomes insolvent, all balances then due and owing to MOBOTIX shall become due immediately, notwithstanding any agreed upon payment periods. Any Orders that have been confirmed by MOBOTIX but not yet filled shall in such cases become cancelable at the sole discretion of MOBOTIX.

4.8 The Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with MOBOTIX, whether relating to MOBOTIX’s breach, bankruptcy, or otherwise.

5. Delivery and Delivery Time

5.1 The specified delivery period is non-binding unless otherwise agreed with the Customer in writing and does not begin before receipt of the purchase price payment by the Customer to the account of MOBOTIX (advance payment). In the case of non-binding or approximate delivery periods and dates, MOBOTIX shall use its reasonable efforts to deliver the Products to the Customer by the agreed date or to render the Services by the agreed date of completion if the MOBOTIX has agreed to such date in writing. However, time shall not be of the essence. Binding delivery periods agreed in writing shall commence upon receipt of the purchase price payment by the Customer in MOBOTIX's account, but not before all details of the execution of the Order have been clarified and all other requirements to be fulfilled by the Customer have been met; the same shall apply to delivery dates. Deliveries before the expiration of the delivery period are permitted. MOBOTIX shall therefore be entitled, in its sole discretion, without liability and penalty, to make partial deliveries or deliveries prior to the agreed-upon delivery date, provided that the MOBOTIX notifies the Customer of the same. Notwithstanding the above, MOBOTIX is entitled to make partial deliveries, provided that the delivery of the remaining ordered Products is ensured, and the Customer does not incur any significant additional work or additional costs as a result, unless MOBOTIX agrees to bear these costs. Each shipment will constitute a separate sale. Delivery deadlines are only binding if they are expressly designated as such.

5.2 Unless otherwise provided on the face hereof, all Products furnished hereunder will be shipped Ex works Konica Minolta 420 International Blvd Brooks KY 40109 (Incoterms 2020) or as otherwise solely determined by MOBOTIX and title in, risk of loss, and the right of possession to such Products shall pass to the Customer upon MOBOTIX’s delivery to a carrier at the MOBOTIX’s facility or as determined otherwise by MOBOTIX, and MOBOTIX is not responsible for damage or loss in transit from that point, regardless of whether or not the Customer may have the right to reject or revoke acceptance of said Products. The Customer shall be responsible for all import requirements of any country into which it seeks to import the Products. If, however, the delivery is delayed due to a circumstance for which the Customer is responsible or if the shipment is made at the Customer's request at a later date than the agreed delivery date, the risk of loss shall pass to the Customer at the time of notification and readiness for shipment of the Products to the Customer; MOBOTIX is obligated to insure the Products requested by the Customer at the Customer's request and expense.

5.3 Notwithstanding Section 5.2, regarding Products that need to be installed by MOBOTIX, title shall pass to the Customer upon installation of the Products, if any.

5.4 The shipping method and packaging are in the sole discretion of MOBOTIX. The Customer shall be exclusively responsible for, and shall provide MOBOTIX with, any information necessary to comply with special labeling requirements applicable at the Customer’s place of business. MOBOTIX is not bound to organize export clearance.

5.5 MOBOTIX will make deliveries of the Products in the quantities ordered as near as reasonably possible to the Customer's requested delivery dates.

5.6 Except in cases of MOBOTIX’s willful misconduct or gross negligence, MOBOTIX shall not be liable to Customer for delays in delivery, loss, or damage to Products while in transit, irrespective of whether MOBOTIX or the Customer determined the mode of transportation, or delays in completion of the agreed upon Services. Particularly, MOBOTIX shall not be liable for delivery delays, failures or defective Services if these are caused by Force Majeure (as defined below) or other events unforeseeable at the time of execution of the contract for which MOBOTIX is not responsible and if MOBOTIX does not receive deliveries or Services from its subcontractors, or does not receive them correctly or on time, despite proper and sufficient coverage in accordance with the quantity and quality of the delivery or service agreement with the Customer. In such cases, MOBOTIX shall inform the Customer within a reasonable time of such delay in writing. If such events make it significantly more difficult or impossible for MOBOTIX to provide the delivery or Service and obstructions to performance are not only of a temporary nature, MOBOTIX is entitled to withdraw from the contract. In the event of obstructions to performance for a temporary duration, the performance deadlines shall be extended or the delivery dates postponed by the period of the obstruction. Any liability of the MOBOTIX for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

5.7 If dispatch is delayed at the Customer's request or for reasons for which the Customer is responsible, MOBOTIX is entitled, beginning with the expiration of the reasonable period set in writing in the notification of readiness for dispatch, to store the Products at the Customer's risk for loss or deterioration, to store the Products at the Customer's risk for loss and deterioration of the Products and to invoice the resulting costs at zero point five percent (0.5%) of the net invoice amount of the stored Products for each commenced week (Monday - Sunday) (up to a maximum total amount of ten percent (10%) of the net invoice amount of the stored Products). The stored Products shall only be insured at the special request of the Customer. Any right or remedy stated in these GTC shall not preclude the exercise of any other right or remedy, in law or in equity. The Customer reserves the right to prove that no or significantly lower costs were incurred.

5.8 Unless specifically requested by the Customer, a delivery shall not be insured against theft, breakage, transportation and fire damage. Any insurance taken out at the Customer's request for the purpose of storing or shipping the Products to be delivered shall be borne by the Customer.

5.9 In cases of deliveries of Products manufactured to the Customer’s specification (“Special Orders”) and unless otherwise agreed to in writing, all tools, drawings, illustrations, samples, calculations, brochures, catalogues, models, plans, blueprints or other devices and/or documents used and/or developed by the MOBOTIX (collectively, “Tools”) in order to fulfill any Order or Special Order are the sole property of MOBOTIX, even if the cost of development and/or manufacturing of such Tools was wholly or partially borne by the Customer. The Customer is obligated to immediately defend, indemnify and hold harmless MOBOTIX against all Losses (as defined herein) incurred by MOBOTIX arising from and in connection with Special Orders commissioned by the Customer and produced according to its specifications in accordance with these GTC and any infringement of third-party rights caused thereby, in particular from and in connection with claims of the owner of the infringed third-party rights. The Customer may not make the Tools, in whole or in part, as excerpt or their content, accessible to third parties, disclose, distribute, reproduce, or use by itself or through others, the Tools without the prior written consent of MOBOTIX. At the request of MOBOTIX, the Customer must return the Tools in full and destroy any copies made immediately at its own expense.

6. Inspection and Rejection of Nonconforming Products/Warranty Claims

6.1 The Customer is directed to the then-current separate warranty document of MOBOTIX.

7. Termination

7.1 In addition to any other remedies that MOBOTIX may have, MOBOTIX may terminate this Agreement with immediate effect upon written notice to the Customer, if the Customer: (i) fails to pay any amount when due under this Agreement and that failure continues 10 (Ten) days after the Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any terms under this Agreement, in whole or in part; (iii) becomes insolvent, (vi) calls a meeting of its creditors, or (v) makes any assignment for the benefit of creditors, or if (vi) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against the Customer.

7.2 In each such occasion, MOBOTIX may, at its sole discretion, opt to (1) cancel this and any other Agreement with the Customer (without waiving any of MOBOTIX 's rights to pursue any remedy against the Customer); (2) claim return of any Products in the possession of the Customer, the title of which has not passed to the Customer, and enter the Customer’s premises (or the premises of any associated MOBOTIX or agent where such Products are located), without liability for trespass or any alleged damage, to retake possession of such Products; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding invoices of the Customer under this or any Agreement; and/or (5) sell all or part of the undelivered Products, without notice at public and/or on private sale, while the Customer shall be responsible for all costs and expenses of such sale and be liable to MOBOTIX for any shortfall in the discharge of the amounts due to MOBOTIX.

8. Assignment and Security Interest

8.1 As security for the timely payment and performance of all Customer’s obligations to MOBOTIX, the Customer hereby agrees that it will transfer and assign all rights, title and interest it has against the insurance of any carrier selected by Customer for the delivery of the Products, in the event the Products are damaged in whole or in part during transit.

8.2 As collateral security for the payment of the purchase price of the Products, the Customer hereby grants to MOBOTIX a lien on and security interest in and to all of the right, title, and interest of the Customer in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the New York Uniform Commercial Code.

8.3 If so requested by MOBOTIX, the Customer shall deliver to MOBOTIX, in form and substance satisfactory to MOBOTIX, and duly executed as required by MOBOTIX, financing statements and other security interest perfection documentation in form and substance satisfactory to MOBOTIX, duly filed under the UCC in all jurisdictions as may be necessary, or in MOBOTIX’s opinion, desirable, to perfect MOBOTIX’s security interest and lien in the Collateral, in order to establish, perfect, preserve and protect MOBOTIX’s security interest as a legal, valid and enforceable security interest and lien, and all property or documents of title, in cases in which possession is required for the perfection of MOBOTIX’s security interest.

9. Limitation of Liability

9.1 In no event shall MOBOTIX be liable to Customer or any third party for any indirect, incidental, exemplary, punitive, special or consequential damages, including but not limited to damages for loss of (anticipated) profits, revenue, goodwill, reputation, loss of data, diminution in value or use, incurred by the customer or any third party, whether in an action in agreement, tort, strict liability, or imposed by statute, or otherwise, even if MOBOTIX has been advised of the possibility of such damages. MOBOTIX’s aggregate liability for damages arising out of or in connection with this agreement shall in no event exceed the purchase price of the products sold and the services rendered hereunder or $5,000,0000.00, whichever is less. It is agreed and acknowledged that the provisions of this agreement allocate the risks between MOBOTIX and the customer, that MOBOTIX’s pricing reflects this allocation of risk, and but for this allocation and limitation of liability, MOBOTIX would not have entered into this agreement.

9.2 In jurisdictions that limit the scope of or preclude limitations or exclusion of remedies or damages, or of liability by MOBOTIX, such as MOBOTIX’s liability for gross negligence or willful misconduct, death or bodily injury resulting from MOBOTIX’s acrs or omissions or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by applicable law. The customer may also have other rights that vary by state, country, or other jurisdiction.

10. Compliance with Law

10.1 Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Customer shall comply with all import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Customer. Customer assumes all responsibility for shipments of Products requiring any government import clearance. MOBOTIX may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Products.

11. Indemnity

11.1 Subject to the limitations set forth in these GTC, Customer agrees to diligently defend, and hold harmless and indemnify, MOBOTIX and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, reasonable attorney’s fees and costs, expert’s fees and costs, and court costs, (the “Losses”) arising from any third party claim (i) due to any use of the Products of any nature, except to the extent such Losses have been incurred as a direct result of a breach of MOBOTIX’s warranty, MOBOTIX’s willful and knowing infringement of the intellectual property rights of any third party, or MOBOTIX’s gross negligence or willful misconduct, or (ii) arising out of any breach of any of Customer’s representations or covenants or other terms contained in these GTC or any contract in which these GTC are incorporated or to which these Terms are attached or made part of, or (iii) arising out of the improper use, storage, handling, servicing, transportation, maintenance, modification or alteration of Products by or on behalf of Customer or any third party; or (iv) arising out of a design or specification which is provided by or on behalf of Customer or any modification of the Products made by or on behalf of Customer.

11.2 Subject to the limitations set forth in these GTC, MOBOTIX agrees to diligently defend, and hold harmless and indemnify, Customer and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all Losses arising directly or indirectly out of (i) Customer’s strict liability, negligence or willful misconduct with respect to any product liability claims, or (ii) any breach or misrepresentation of any of Customer’s representations or covenants or other terms contained in these GTC or any contract in which these GTC are incorporated or to which these GTC are attached or made part of.

11.3 Each indemnitee shall notify the indemnitor in writing within ten (10) days of the receipt of any claim, suit or proceeding, including any incidents involving personal injury or damage to property. The indemnitee shall cooperate with the indemnitor with regard to the defense of any suit or threatened suit. In the event of a claim involving an accident or safety issue, the indemnitor shall make available all statements, reports and tests concerning the incident. The indemnitor may assume control of the defense of any such claim, proceeding or suit and shall have the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered, except that the indemnitor shall obtain the indemnitee’s prior written consent to any settlement.

12. Confidential and Proprietary Information

12.1 All non-public, confidential or proprietary information of MOBOTIX, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, products, sources of supply and materials, operating and other costs, present, past or future business operations, customer lists, pricing, discounts, or rebates, price lists and data with regard to the pricing of Products and Services which are contained in the manuals, specifications, memoranda, forms, plans, documentation, drawings and drafts, designs, specifications, data, sources of supply, computer programs and documents and which have been designated as confidential information or trade or business secrets disclosed by MOBOTIX to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by MOBOTIX in writing. Upon MOBOTIX's request, Customer shall promptly return all documents and other materials received from MOBOTIX. MOBOTIX shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

12.2 The Customer shall not disclose such Confidential Information other than to its affiliates and its or their employees, directors, shareholders, partners, members, managers, agents, attorneys, accountants, and financial advisors (collectively, "Representatives") who: (a) need access to such Confidential Information for the purpose of these GTC; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein.

12.3 With respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Customer or its Representative.

12.4 All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Customer (the “MOBOTIX Intellectual Property”) are and shall at all times remain the sole property of MOBOTIX or its licensors. Customer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate MOBOTIX Intellectual Property, nor to remanufacture or have remanufactured any Products which incorporate the MOBOTIX Intellectual Property, (b) to use any of MOBOTIX’s trademarks, service marks or trade names in any manner without the prior written permission of MOBOTIX, or (c) to infringe, or permit a third party to infringe, any such MOBOTIX Intellectual Property or to adapt the Products in any way or to create a derivative work of any of the MOBOTIX Intellectual Property, except as may be authorized in writing by MOBOTIX. Any act or omission of Customer contrary to the provisions of this Section 12 shall be a material breach of these GTC.

12.5 If the Products contain computer programs that are subject to the so-called "General Public License" (GPL) or another copyleft agreement (LGPL, BSD, etc.), the Customer shall receive a copy of the GPL together with the Products. The content of the GPL applies in addition to the provisions of these GTC, particularly for the rights to and use of the GPL software, with the exception of the provisions on liability and warranty regulated in the license agreement. With regard to such programs, MOBOTIX is prepared to make the executable programs and the source code available to the Customer upon request to MOBOTIX in accordance with the copyleft licenses for three (3) years from the date of delivery of the program (or the processor-controlled product). For this purpose, the Customer must provide the serial number of the Products.

12.6 MOBOTIX is not obligated to keep the programs contained in the software of Products up to date, maintain them, service them or make new versions (updates) available free of charge. The Customer undertakes to strictly observe the updates.

13. Provision of Services and Subcontracting

13.1 MOBOTIX shall provide its services at its sole discretion and in accordance with any existing manufacturer's specifications through its officers, employees or subcontractors (hereinafter "Service Providers"). MOBOTIX may replace the service providers in whole or in part.

13.2 If necessary, the Parties shall reach an agreement on the rendering of Services at the Customer's premises or at the premises of a third party designated by the Customer.

13.3 All Services shall be provided by suitably qualified personnel with appropriate care and expertise.

13.4 In the case of Special Orders ordered by the Customer, the Customer is obligated to pay one third (1/3) of the costs agreed for the production of the Special Orders to MOBOTIX as an advance payment in accordance with Section 2.2 and Section 5.9 an of these GTC at the time of acceptance of the offer by MOBOTIX.

13.5 The Customer is solely responsible for compliance with the applicable Federal and State safety regulations when using or operating the Products. In particular, the Customer must ensure compliance with the regulations for the operation of terminal devices on the ISDN and set up appropriate overvoltage protection before commissioning. MOBOTIX accepts no liability for incorrect use or operation for which the Customer is responsible or for non-compliance with the relevant and applicable provisions.

14. Contractual conditions for “Professional Services”

14.1 The "Professional Services" are exclusively subject to Products and Services purchased from MOBOTIX as described in the order confirmation. Technical data, specifications, explanations of the functions and possible uses as well as other information in the product descriptions and user documentation supplied may be part of the Professional Services, whereby they are only binding if agreed to in writing by MOBITIX in its order confirmation or otherwise.

14.2 MOBOTIX shall only provide Services during its normal business hours on behalf of the Customer to this Customer or for the benefit of the end Customer without establishing a contractual relationship with the end Customer; these are Monday to Friday 8:00 a.m. to 6:00 p.m. (“Service Hours”), excluding national holidays. If the Customer requests the provision of Services outside the service hours (“Extended Service Hours”), MOBOTIX shall use its best efforts to comply with this request. MOBOTIX may demand separate remuneration for Services rendered outside of the service period in accordance with a corresponding written agreement; this also applies to Services that are not covered by the flat-rate maintenance fee.

14.3 MOBOTIX shall provide maintenance and configuration Services exclusively at the locations listed in the order confirmation. The Customer shall notify MOBOTIX immediately of the relocation of a contractual device to a location. At the Customer's request, MOBOTIX shall offer to connect the Customer to the remote diagnosis and maintenance facilities. The costs of the technical equipment required for the installation shall be borne by the Customer. The provision of remote diagnosis and maintenance itself shall be carried out in accordance with the provisions of this contract.

14.4 MOBOTIX shall provide configuration Services in accordance with the scope specified in the order confirmation. Proper execution shall be recorded in the acceptance report. The Customer shall accept the Services immediately; if the Customer does not accept the Services by returning the signed acceptance report within seven (7) days, acceptance shall be deemed to have been granted.

14.5 MOBOTIX expressly does not assume any warranty for subsequent changes to the configuration/installation and any damage caused thereby.

14.6 The Customer is responsible for regularly backing up its data.

15. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to the MOBOTIX hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including Covid-19 related supply shortages, labor and workforce issues, shutdowns, stay-at-home orders or otherwise, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) trade embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation, facilities energy and raw material shortages; (i) unavailability of Internet connections or other data transmission networks; and (j) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 5 (Five) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 (Thirty) days following written notice given by it under this Section 15, the other party may thereafter terminate this Agreement upon 5 (Five)days’ written notice.

16. Export Control

16.1 Customer is not (a) directly or indirectly owned or controlled by any individual person or entity (“Person”) currently included on the Specially Designated Nationals and Blocked Persons List, the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, US Department of the Treasury ("OFAC") or other similar lists maintained by any governmental entity (collectively, “OFAC Lists”), or (b) directly or indirectly owned or controlled by any Person who is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity.

16.2 Customer shall promptly notify MOBOTIX when it becomes directly or indirectly owned or controlled by any Person (a) included on the then-current OFAC Lists, or (b) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity.

16.3 Customer is in compliance with all laws administered by OFAC or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries ("Embargoed Countries"), regimes, entities, and persons (collectively, “Embargoed Targets”). Customer is not Embargoed Target or otherwise subject to any Economic Sanctions Law.

16.4 Customer shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, the Customer shall not (a) directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Products and technology or any portion of the Products and technology to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law. Customer will not involve any Persons in any capacity, directly or indirectly, in any part of the transactions contemplated under these GTC or and performance under these GTC. Customer will not take any action that would cause MOBOTIX to be in violation of Economic Sanctions Laws.

16.5 The Products, including any software, documentation, and any related technical data included with, or contained in, such Products, and any products utilizing any such Products, software, documentation, or technical data (collectively, “Regulated Products”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. Customer shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Products to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, reexport, or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation, or rule. Customer shall be responsible for any breach of this Section by its and its successors’ and permitted assigns', parent, affiliates, employees, officers, directors, partners, members, shareholders, customers, agents, distributors, resellers, or vendors. Customer shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Products. Customer shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity which it has reason to believe is obtaining any such Regulated Products from Customer with the intent to export or reexport.

16.6 Customer shall further comply with all US antiboycott laws and regulations, including, but not limited to, the Anti-Boycott Act of 2018 and the Internal Revenue Code (collectively, “Antiboycott Laws”) and any other U.S. Federal, State, local laws, statutes, rules, regulations, ordinances, orders or otherwise.

16.7 Customer’s failure to comply with the provisions of this Section 16 will be deemed a material breach of these GTC, and Customer will notify MOBOTIX immediately if it violates, or reasonably believes that it will violate, any terms of this Section 16.

16.8 In the event of any breach or inaccuracy of any representation, warranty, covenant, obligation, or other provision of this Section 16 as reasonably determined by MOBOTIX, MOBOTIX shall have the right to take any one or more of the following actions, in its sole and absolute discretion, without prior notice to Customer, and without penalty or liability to MOBOTIX: (i) reject any Orders, cancel any pending Orders, or cancel any Orders accepted but not shipped or delivered; (ii) recall, reverse, or otherwise cancel Orders shipped by MOBOTIX that are in transit and instruct the carrier of the Products to return the Products to MOBOTIX or another designation determined by MOBOTIX; (iii) void all warranties with respect to Products delivered to Customer, in which event all warranties regarding all such Products shall be deemed null and void and of no force nor effect including, without limitation, any warranties under the Section of these GTC entitled “Limited Warranty”; (iv) charge to Customer all costs and expenses incurred or to be incurred by MOBOTIX as a result of, directly or indirectly, MOBOTIX's exercise of any of its rights or remedies under this Section, in which event Customer immediately shall pay to MOBOTIX all such costs and expenses upon demand by MOBOTIX; or (v) exercise any or all other rights or remedies of MOBOTIX under applicable law, at equity, pursuant to these GTC or the Agreement. In addition, Customer shall indemnify, reimburse, and hold harmless MOBOTIX for, from, and against any and all claims, actions, lawsuits, proceedings, damages, losses, OFAC and any government entity sanctions, penalties, fines, costs, and expenses (including, without limitation attorneys’ fees, costs, and expenses), resulting from or connected with, directly or indirectly, any breach or inaccuracy of any representation, warranty, covenant, obligation, or other provision of this Section 16.

17. Data Protection

17.1 MOBOTIX will store and process the Customer-related data provided by the Customer within the scope of the business relationship subject to applicable Federal and Stata data protection laws.

18. Dispute Resolution

18.1 Any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach thereof, shall be exclusively settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The award shall be final and binding. Judgment upon the award rendered by the arbitrator or the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in New York, New York, shall be conducted in the English language, and shall be conducted (i) if the amount in dispute is less than $250,000.00, before a single arbitrator mutually agreeable to MOBOTIX and the Customer, or if no agreement can be reached, then selected by the AAA, or (ii) of the amount in dispute is $250,000.00 or more, before three (3) arbitrators. The arbitrator(s) shall make detailed findings of fact and law in writing in support of his, her or their decision, and shall award reimbursement of attorney’s fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate. In addition, the losing party shall reimburse the prevailing party for reasonable attorneys’ fees and disbursements, the costs of the arbitration (including but not limited to the fees and expenses of the arbitrator and expert witnesses) and the costs incurred by the prevailing party in successfully seeking any preliminary equitable relief or judicially enforcing any arbitration award.

19. Governing Law

19.1 This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) thereof or the UN Convention on Agreements for the International Sale of Goods of 1980.

20. Severability

20.1 If any provision contained in this Agreement is held to be invalid, illegal, or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal, and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

21. Notices

21.1 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the sales order confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22. Miscellaneous

22.1 In the event of a violation or threatened violation of MOBOTIX’s proprietary rights, MOBOTIX shall have the right, in addition to such other remedies as may be available pursuant to law or this Agreement, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that the MOBOTIX would suffer irreparable harm.

22.2 The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of MOBOTIX. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.

22.3 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

22.4 No waiver by MOBOTIX of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by MOBOTIX. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

22.5 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these GTC.

22.6 This Agreement, including any exhibits, or schedules, if any, contains the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements between them, whether oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement is binding upon the parties hereto, their successors and permitted assigns. It can only be amended or modified in writing which (i) specifically refers to the provision of this Agreement to be amended and (ii) is signed by MOBOTIX.