Terms & Conditions

General Terms and Conditions of Querin GmbH, as of October 14, 2026

1. General

1.1 Scope of Application; Form

(1) These General Terms and Conditions (“GTC”) apply to all business relationships between Querin GmbH, Martenskamp 11, 21698 Harsefeld (“Querin”/“we”) and its customers, provided that such customers are entrepreneurs within the meaning of Sec. 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”) (“Customer”).

(2) These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only form part of the contract if and to the extent that we have expressly agreed to their validity in text form. Individual agreements shall prevail over these GTC.

1.2 Subsequent Amendments

(1) We are entitled to amend these GTC in ongoing business relationships to the extent such amendments become necessary due to changes in statutory or regulatory requirements, high court or supreme court rulings, to close regulatory gaps, or for other compelling reasons beyond our control which lead to an unforeseeable and not merely insignificant disruption of the contractual balance of performance, provided that such amendments do not modify material contractual obligations to the detriment of the Customer.

(2) Amendments will be notified to the Customer at least six (6) weeks prior to their effective date in text form (Sec. 126b BGB). The notification shall include the wording of the amendment, the reasons for the amendment, the effective date, and a reference to the Customer’s right to object, the commencement of the objection period and the consequences of an objection. If the Customer objects to the amendments within six (6) weeks after receipt of the notification, the contract shall continue under the previous version of the GTC. However, we shall be entitled to terminate the contractual relationship with six (6) weeks’ notice to the end of a calendar month if continuation of the contract is unreasonable for us.

2. Conclusion of Contract

Unless expressly stated otherwise, our offers are non-binding and subject to change. Cost estimates are non-binding and do not constitute an offer. On the basis of a cost estimate, the Customer may submit an offer which we may accept within fourteen (14) calendar days. Acceptance shall be effected by order confirmation in text form, by delivery of the goods or by performance of the agreed services.

3. Subject Matter of the Contract

(1) The subject matter of our services is the distribution of navigation and communication equipment, automation systems and electrical engineering products for the maritime industry (“Goods”) as well as related services such as installation, commissioning, calibration, maintenance and repair (“Services”).

(2) “New Goods” are unused Goods which are placed on the market for the first time by the manufacturer or by us and which comply with the relevant manufacturer specifications.

(3) “Recon Goods” are Goods which have previously been in use and have been refurbished by us; this also includes refurbished spare parts. Recon Goods may show customary signs of wear that do not impair their functionality.

(4) “Demo Goods” are Goods that have been used by us for demonstration, training, testing or exhibition purposes and are in technically functional condition. Due to their prior use, Demo Goods may exhibit minor cosmetic signs of wear and tear that do not affect their functionality; such signs of wear and tear shall not constitute a defect. Unless expressly agreed otherwise, the provisions of these GTC applicable to New Goods shall apply to Demo Goods.

3.1 Recon Goods – Refurbishment; Return of Used Units under Exchange Procedure

(1) Refurbishment includes, in particular, a visual and functional inspection of the Goods, the replacement of functionally relevant components insofar as this is necessary to comply with the applicable manufacturer specifications, and the performance of a final functional test. Information regarding age or operating hours of Recon Goods shall only be binding if expressly warranted by us.

(2) If the Customer orders Recon Goods on an exchange basis, the Customer shall return the unit to be replaced (“Used Unit”) to us in full. “In full” means that all components and accessories originally supplied with the Used Unit (e.g. power supply units), excluding cables and other consumables, must be included. The Customer shall ensure that the Used Unit is received by us, at the Customer’s expense, within six (6) weeks of delivery of the Recon Goods.

(3) If the Used Unit is not received by us, or not received within the period prescribed above, the Customer shall, at the Customer’s option, either compensate us for the value of the Used Unit or pay the full purchase price of the Recon Goods. If the Used Unit is received in a damaged condition as a result of inadequate transport packaging by the Customer, we may, at our option, either accept the Used Unit or demand compensation. Where we demand compensation, the Customer may require the return of the Used Unit. Any compensation shall be calculated on the basis of the Used Unit’s fair market value at the time of delivery of the Recon Goods.

(4) We shall not be liable for any product discontinuation, changes in the availability of spare parts or termination of manufacturer support by the relevant manufacturer occurring after conclusion of the Contract, provided that we are not responsible for such circumstances. The Customer’s statutory and contractual warranty rights under clause 11 and the provisions of clause 13 shall remain unaffected.

3.2 Quality

The quality shall be exclusively determined by the individually agreed specifications. In the absence of an express agreement, the statutory standard quality shall apply. Public statements (e.g. manufacturer specifications, brochures, advertising) do not constitute a quality guarantee.

4. Customer's Cooperation Obligations

(1) The Customer shall provide all cooperation and assistance reasonably required for the proper performance of the Contract and shall provide all information relevant for the performance of the Services completely and accurately, including, without limitation, delivery and billing addresses, the vessel’s berth, the agent’s contact details and any scheduling requirements. In particular, the Customer shall ensure that our personnel or any third parties engaged by us are granted timely access to the vessel, shipyard, terminal or berth, including compliance with any applicable safety or access requirements. The Customer shall designate a qualified contact person who is available during the performance of the Services. To the extent required for performance of the Services, the Customer shall provide all necessary technical documentation and information in a timely manner, including wiring diagrams, passwords and configuration data, and shall ensure that any required system activations, shutdowns or releases are carried out. Where the Customer commissions repair services, the Customer shall, to the extent reasonably possible, provide a detailed description of the defect. Waiting times and other delays resulting from a breach of the Customer’s cooperation obligations or from other circumstances for which the Customer is responsible shall be deemed chargeable working time.

(2) If the Customer becomes aware of any circumstances that may impair the timely or proper performance of our Services, for example where a vessel is unable to reach the designated port as scheduled, the Customer shall notify us no later than forty eight (48) hours prior to the agreed performance date. The Customer shall bear all costs incurred as a result of delayed or omitted notification.

(3) Any agreed fixed installation price is conditional upon the Customer having fully, properly and timely performed all cooperation obligations specified in the quotation or order confirmation. If such obligations are not performed, or are not performed properly, we shall be entitled to charge separately for any additional work and expense incurred as a result, including additional travel, additional installation work and the performance, completion or rectification of such cooperation obligations, on a time-and-materials basis.

(4) If the Customer fails to perform any cooperation obligation incumbent upon it, we may, after granting a reasonable period for remedy, withdraw from or terminate the Contract and claim compensation for any resulting loss or damage. To the extent that we perform cooperation obligations on behalf of the Customer, such work shall be charged separately on a time-and-materials basis.

(5) Where Services are performed on site, the Customer shall ensure that all safety measures necessary for the proper performance of the Services have been implemented. In the case of work on vessels, in particular in connection with installations, modifications or removals, the Customer shall provide, free of charge, all necessary lifting and transportation equipment as well as any other required resources and facilities, including gas, water, electricity, compressed air, lighting and any necessary scaffolding. This includes, in particular, providing suitable fixing points, connection facilities, openings and supply lines, and ensuring compliance with all applicable safety and insurance requirements.

(6) The Customer shall perform a complete data backup before handing over any equipment to us. If the Customer is unable to perform such backup, it shall notify us in advance, in which case we will perform the data backup for an additional charge. We shall only be liable for any loss of, or damage to, data in accordance with clause 13.

5. Delivery and Performance Periods; Delay

(1) Delivery and performance periods shall be agreed on a case-by-case basis. Any such period shall commence only once all technical and commercial matters have been clarified. If the parties agree on any amendments to, or additions of, the contractual scope, the applicable delivery or performance period shall recommence.

(2) If Goods or materials required for the performance of Services become unavailable for reasons beyond our reasonable control, including, without limitation, where we are not supplied correctly or in a timely manner by our suppliers despite having entered into a corresponding back-to-back supply contract, or due to other disruptions in the supply chain for which we are not responsible, we shall inform the Customer without undue delay. In such circumstances, we shall be entitled to withdraw from the Contract. Any payments already made by the Customer shall be refunded without undue delay.

(3) If compliance with any delivery or performance period is prevented or delayed due to force majeure or any other unforeseeable, unavoidable and exceptional event beyond our reasonable control, including war, terrorist attacks, governmental import or export restrictions, significant operational disruptions, shortages of raw materials, labour disputes, strikes, lockouts, epidemics or pandemics, the relevant delivery or performance period shall be extended by a reasonable period, but in no event by more than six (6) months. Any statutory rights of withdrawal shall remain unaffected. We shall not be liable for any delay, loss or damage resulting from such circumstances. Clause 13 shall remain unaffected.

(4) Without prejudice to paragraph (3), the following shall apply to warranty Services. If, in respect of the country in which the vessel designated by the Customer is located, the Federal Foreign Office of the Federal Republic of Germany has issued a travel warning, we shall not be obliged to deploy our own personnel to that country for the performance of Services. In such case, we shall be entitled to perform our contractual obligations by:

(a) engaging suitably qualified third parties possessing comparable professional qualifications and instructed and supervised by us accordingly; or

(b) deploying our own personnel once the vessel has called at a port located in a country for which no travel warning is in effect.

(5) Upon becoming aware of such travel warning, we shall notify the Customer without undue delay that the conditions set out in paragraph (4) are met and inform the Customer of the alternative method of performance intended by us. If the Customer expresses a preference for either of the alternatives set out in paragraph (4), we shall give reasonable consideration to such preference to the extent practicable and reasonable under the circumstances.

(6) The engagement of third parties pursuant to paragraph (4)(a) shall not entitle us to any additional remuneration unless otherwise agreed between the parties. Any additional costs arising from deployment to a safe port pursuant to paragraph (4)(b) shall be borne by us. If such additional costs would be disproportionate to the Customer’s interest in obtaining supplementary performance (Sec. 439 (4) BGB, Sec. 635 (3) BGB), we may refuse such deployment; in that event, the Customer shall retain its statutory warranty rights. The travel expense provisions set out in clause 8 shall otherwise remain unaffected.

6. Delivery; Transfer of Risk; Acceptance; Default of Acceptance

6.1 Contracts for Sale of Goods and Contracts for Work and Materials

(1) Delivery shall be ex works. At the Customer’s request, we may ship the Goods to another destination (sale by dispatch). Unless otherwise agreed, we shall be entitled to determine the mode of shipment, including packaging, routing and carrier, at our reasonable discretion. Deliveries to post office boxes shall not be made.

(2) Partial deliveries or partial performance shall be permitted to the extent reasonable for the Customer.

(3) In the case of sale by dispatch, the risk of accidental loss of, or accidental damage to, the Goods shall pass to the Customer upon handover of the Goods to the hauler, carrier or other person designated to carry out the shipment. The same shall apply if the Customer is in default of acceptance.

(4) If the Customer is in default of acceptance, fails to perform any required cooperation obligation or if delivery is delayed for any other reason attributable to the Customer, we shall be entitled to claim compensation for any resulting loss, damage and additional expense (e.g. storage costs).

6.2 Contracts for Work

Unless otherwise provided in this clause 6.2, acceptance of work shall be governed by Sec. 640 BGB. The Customer shall inspect and accept the contractual work within five (5) Business Days after receipt of our notice of completion. Acceptance may only be refused on the grounds of a material defect. If the Customer neither declares acceptance nor notifies us in text form of any material defect within such period, the work shall be deemed accepted (“Deemed Acceptance”). The risk of accidental loss of, or accidental damage to, the work shall pass to the Customer upon acceptance or Deemed Acceptance. The same shall apply if the Customer puts the work into use. Where work is performed on board a vessel, acceptance shall take place on board prior to our personnel leaving the vessel and shall be declared by the Customer or the Customer’s representative (e.g. the vessel’s master). In all other respects, the Deemed Acceptance provisions set out above shall apply.

7. Prices and Payment Terms

(1) All prices are quoted in Euro on a net basis and are exclusive of the applicable statutory value added tax (VAT). Where we provide installation, assembly or other on-site Services, working time, travel time, travel expenses and any other out-of-pocket expenses incurred shall be charged separately.

(2) In the case of sale by dispatch, the Customer shall bear all transportation costs from our premises as well as the costs of any transport insurance requested by the Customer. Where partial deliveries are made at our initiative, such transportation costs shall only be charged in respect of the first partial delivery. Any customs duties, fees, taxes and other governmental charges shall be borne by the Customer.

(3) In the case of project business, custom-made products, Goods procured specifically for the Customer or orders of significant scope or value, we shall be entitled to require reasonable advance payments and interim payments.

(4) We shall be entitled to issue partial invoices for partial deliveries and partial performance.

(5) Unless otherwise agreed, invoices shall be due and payable within ten (10) calendar days from the invoice date. We reserve the right to require advance payment as a condition of delivery.

(6) If the Customer is in default of payment, we shall be entitled to suspend further deliveries and Services until all outstanding amounts have been paid in full.

(7) If, after conclusion of the Contract, circumstances become known which are reasonably capable of giving rise to doubts as to the Customer’s creditworthiness or ability to pay, we shall be entitled to make any outstanding deliveries or Services conditional upon advance payment or the provision of appropriate security.

(8) The Customer shall be entitled to set-off or exercise any right of retention only to the extent that its counterclaim is undisputed or has been finally adjudicated.

8. Travel Expenses

(1) Unless otherwise expressly agreed, the Customer shall reimburse all necessary travel expenses incurred in connection with the performance of deliveries, work, or Services. Travel expenses include, without limitation, transportation costs, travel costs, rental car expenses, fuel costs, tolls, parking charges, ferry charges and accommodation expenses. Reimbursement shall be made in accordance with the following standard rates:

(a) For rail travel, the cost of second‑class tickets shall be reimbursed.

(b) For intercontinental air travel, the cost of premium economy or business class tickets shall be reimbursed. For intra-European air travel, the cost of economy class tickets shall be reimbursed.

(c) Where a company-owned or private vehicle is used, a mileage charge of EUR 1.10 per kilometre travelled shall apply.

(d) Where a rental vehicle is used, fuel and other vehicle operating costs shall be charged at a flat rate of EUR 0.85 per kilometre travelled.

(e) Accommodation expenses shall be reimbursed up to a maximum amount of EUR 180 gross per night. In justified exceptional circumstances, in particular during trade fairs or similar events, higher documented accommodation expenses shall also be reimbursed.

(2) Travel time of our personnel shall constitute chargeable working time and shall be invoiced at the applicable agreed rates or, where no specific rates have been agreed, at our standard rates then in effect. This shall also apply to waiting times arising in connection with travel, border and security checks, access to ports, terminals, shipyards or berths, transportation to and from a vessel, or other circumstances within the Customer’s sphere of responsibility, unless such waiting times are attributable to us.

(3) Notwithstanding paragraph (1), the Customer shall also reimburse higher travel expenses where the Customer requests performance on short notice or expedited performance and lower-cost travel options or connections are unavailable or would not permit compliance with the required performance schedule. The same shall apply where intercontinental air travel exceeding six (6) hours is required and commencement of work immediately upon arrival is necessary, such that lower-cost travel classes would not permit adequate rest before commencement of work. In such cases, the actual travel expenses incurred shall be reimbursed.

(4) The foregoing travel expenses shall also be reimbursable where the requested Services cannot be performed for reasons attributable to the Customer, including, without limitation, lack of access, absence of the designated contact person, or equipment that is not operational.

(5) In the event of warranty Services or supplementary performance, the Customer shall bear travel expenses only to the extent that such expenses are not required to be borne by us under the warranty provisions of these GTC. The Customer shall furthermore bear all travel expenses where the underlying defect results from a failure to comply with manufacturer requirements, including requirements relating to maintenance, servicing or the use of approved operating materials.

9. Cancellation and Termination

9.1 Cancellation of Orders for the Supply of Goods

Cancellation of orders for the supply of Goods shall require our prior consent in text form. If we agree to such cancellation, the Customer shall reimburse all costs and expenses incurred up to the time of cancellation, as well as any obligations towards third parties that can no longer be cancelled. In lieu of providing evidence of the costs and expenses incurred pursuant to the preceding sentence, we shall be entitled to charge a cancellation fee equal to fifteen per cent (15%) of the net order value. The Customer shall be entitled to prove that no loss was incurred or that the actual loss was substantially lower than the cancellation fee. Our right to claim compensation for any further loss shall remain unaffected.

9.2 Termination of Contracts for Work

The statutory rights of termination applicable to contracts for work shall apply. In the event of termination, we shall be entitled to the agreed remuneration in accordance with the applicable statutory provisions, including Sec. 648 BGB. The Customer shall furthermore pay for all work performed up to the effective date of termination as well as any travel expenses, material costs and procurement costs already incurred which cannot reasonably be avoided as a consequence of the termination.

10. Retention of Title

(1) We retain title to all Goods supplied (New Goods, Recon Goods and Demo Goods) and all materials used until all of our present and future claims arising from an ongoing business relationship with the Customer (“Secured Claims”) have been satisfied in full. Goods and materials subject to retention of title may not be pledged, assigned by way of security or otherwise encumbered in favour of third parties. The Customer shall notify us without undue delay if an application for the commencement of insolvency proceedings is filed or if any third party seeks to obtain access to, attach or otherwise assert rights against any Goods or materials subject to our retention of title.

(2) In the event of breach of contract by the Customer, in particular in default of payment, we shall be entitled, subject to the applicable statutory provisions, to withdraw from the contract and demand return of the Goods. In the case of default of payment, we may exercise such rights only after having unsuccessfully granted the Customer a period of at least fourteen (14) days to make payment, unless the granting of such period is not required under applicable law.

(3) Unless and until revoked in accordance with paragraph (3)(c) below, the Customer shall be entitled to resell and/or process Goods and materials subject to retention of title in the ordinary course of business. In such case, the following provisions shall additionally apply:

(a) The retention of title shall extend to all products resulting from the processing, mixing or combining of the Goods and materials at their full value, and we shall be deemed to be the manufacturer thereof. If, following processing, mixing or combining with goods belonging to third parties, such third parties retain ownership rights, we shall acquire co-ownership in the resulting product in proportion to the invoice values of the Goods and materials so processed, mixed or combined. In all other respects, the resulting product shall be subject to the same provisions as the Goods and materials delivered subject to retention of title.

(b) The Customer hereby assigns to us, by way of security, all claims arising from the resale of the Goods or the resulting products against third parties, either in full or, where we have acquired co-ownership, in proportion to our co-ownership share as described in paragraph (3)(a). We hereby accept such assignment. The Customer’s obligations set out in paragraph (1) shall apply mutatis mutandis to the assigned claims.

(c) The Customer shall remain authorised to collect the assigned claims in the ordinary course of business alongside us. We will not collect such claims ourselves as long as the Customer duly fulfils its payment obligations, there is no indication of an inability to meet its financial obligations, and we have not exercised our rights under paragraph (2). If any such circumstance occurs, we may revoke the Customer’s authority to collect the assigned claims and its right to resell and process the Goods and materials.

(4) If the realisable value of the security held by us exceeds 110% of the Secured Claims, we shall, at the Customer’s request, release security of our choosing to the extent of such excess.

11. Warranty

11.1 Contracts for Sale of Goods and Contracts for Work and Materials

(1) The Customer shall inspect the Goods without undue delay upon delivery (Sec. 377 of the German Commercial Code – HGB) and shall notify us of any apparent defects without undue delay, and in any event within five (5) Business Days following delivery. Hidden defects shall be notified without undue delay after their discovery. Any such notice shall be given in text form. Failing such notice, the Goods shall be deemed accepted and approved. Any subsequent processing, installation or commissioning of the Goods shall not release the Customer from its inspection and notification obligations.

(2) In the event of a defect, we shall, at our option, provide subsequent performance by remedying the defect or delivering replacement Goods free from defects. The Customer shall grant us a reasonable period to effect such subsequent performance. In the event of a replacement delivery, the defective Goods shall be returned to us where reasonably possible. We shall be entitled to refuse remedy in accordance with Section 439(4) BGB. If remedy fails on two occasions, the Customer shall be entitled, in accordance with the applicable statutory provisions, to reduce the purchase price or withdraw from the contract.

(3) Replacement deliveries shall be made free of freight by standard shipping to the agreed delivery destination, both within Germany and internationally. Any costs associated with express delivery within Germany or international express delivery shall be borne by the Customer. If, after conclusion of the contract, the Customer relocates the defective Goods to a location other than the agreed delivery destination, the Customer shall bear any additional shipping, transportation, customs duties or ancillary costs incurred in connection with the replacement delivery.

(4) The limitation period for warranty claims for New Goods and Recon Goods shall be twelve (12) months from delivery; Sec. 438 (1) No. 2 BGB shall remain unaffected.

11.2 Contracts for Work

(1) In the event of a defect, we shall, at our option, provide subsequent performance by remedying the defect or produce a defect-free work product. The Customer shall grant us a reasonable period to effect such remedy. Where a defect-free work is provided, the defective work product shall, where reasonably possible, be made available to us or removed. We shall be entitled to refuse remedy in accordance with Section 635(3) BGB. If remedy fails on two occasions, the Customer shall be entitled, in accordance with the applicable statutory provisions, to reduce the agreed remuneration or withdraw from the Contract.

(2) The limitation period for warranty claims relating to work shall be twelve (12) months from acceptance; Sec. 634a (1) No. 2 BGB remains unaffected.

11.3 Warranty Provisions Applicable to Contracts for Sale of Goods, Contracts for Work and Materials, and Contracts for Work

(1) A defect shall not exist where wear and tear results from normal and intended use, or where damage results from improper use, storage, installation, commissioning or maintenance, the use of unsuitable operating materials or consumables, or other external influences beyond our control. Minor cosmetic deviations that are reasonable and do not impair the contractual use shall not constitute a defect.

(2) We shall be entitled to make subsequent performance conditional upon payment of any due amounts owed by the Customer, provided that any amount withheld by the Customer is disproportionate to the alleged defect.

(3) We shall bear the costs necessary for inspecting and remedying a defect, including transportation, travel, labour and material costs, as well as any removal and reinstallation costs, to the extent required by applicable law and provided that a defect actually exists. If a request for subsequent performance proves to be unjustified, we may require the Customer to reimburse the costs incurred if the Customer knew, or negligently failed to realise, that no defect existed.

(4) If, at the time of subsequent performance, the defective Goods or defective work are located on board a vessel outside Germany, we shall be entitled to perform our warranty obligations after the vessel has arrived at a German port. This shall not apply where the defect prevents the vessel from reaching a German port or where it was known at the time of conclusion of the contract that the vessel would not be expected to call at a German port during the applicable warranty period. In such circumstances, and before engaging any third party, the Customer shall give us the opportunity to perform the remedy abroad either ourselves or through third parties engaged by us. The Customer shall coordinate with us regarding a suitable port of call at which the remedy can reasonably be performed by us or our subcontractors. If this is not possible, the Customer may, in particular in urgent situations, such as where necessary to avoid disproportionate damage or to ensure operational safety, remedy the defect itself or have the defect remedied by a third party and claim reimbursement of the objectively necessary costs incurred. The Customer shall notify us without undue delay of any intended self-remedy and, where reasonably possible, prior to undertaking such measures. No such claim shall arise where we would have been entitled to refuse remedy under the applicable statutory provisions.

12. Guarantee for Recon Goods

(1) We provide a guarantee for replacement parts installed or replaced by us as part of the refurbishment of Recon Goods for a period of six (6) months from delivery. This guarantee applies exclusively to the functionality of such parts installed or replaced by us during the refurbishment process.

(2) This guarantee does not apply to consumable or wear parts, nor to defects or damage resulting from improper use, operation, storage, unauthorised installation, or external influences beyond our control.

(3) In the event of a valid claim under this guarantee, we shall, at our option, remedy the defect by repairing or replacing the affected parts.

(4) The Customer’s rights in respect of defects under clause 11 shall remain unaffected.

13. Liability

(1) We shall be liable without limitation for intent and gross negligence. In the event of ordinary negligence, we shall be liable only for losses that are typical for the contract and reasonably foreseeable at the time of conclusion of the contract, and only where such negligence results in a breach of an obligation the fulfilment of which is essential for the proper performance of the Contract and on whose performance the Customer may reasonably rely (cardinal obligation). In the event of ordinary negligence, our liability shall be limited, for each individual event giving rise to liability, to an amount equal to 200% of the net order value.

(2) The above exclusions and limitations of liability and warranty shall not apply in the event of fraudulent concealment of a defect, assumption of a guarantee, claims under the German Product Liability Act (Produkthaftungsgesetz), or damages arising from injury to life, body or health.

(3) To the extent permitted under paragraphs (1) and (2), we shall not be liable for indirect or consequential losses not incurred in the Goods or the work itself, including loss of profit, business interruption losses, loss of use, off-hire, loss of charter income, demurrage, berth charges, or any other purely financial loss.

(4) To the extent our liability is excluded or limited, the same exclusions and limitations shall apply to the personal liability of our directors, officers, employees, representatives, vicarious agents and subcontractors.

14. Export Control and Sanctions

(1) The Customer assures that neither it nor any of its shareholders holding, directly or indirectly, a legal or economic interest of 50% or more in the Customer or exercising control over the Customer (as defined by the relevant sanctions authorities) is currently subject to sanctions imposed by the European Union, the United States Department of the Treasury (including but not limited to the Office of Foreign Assets Control), HM Treasury (United Kingdom), or any national sanctions authority of the country in which the Customer or any shareholder or group company is domiciled.

(2) The Customer undertakes to comply with all applicable economic, trade and financial sanctions, embargo regulations and export control laws of the European Union, the Federal Republic of Germany and any third countries, insofar as this is not contrary to mandatory EU or German law. The Customer shall notify us immediately in text form as soon as it becomes aware of circumstances that are likely to result in, or have resulted in, a violation of such regulations in connection with the contract.

(3) The parties shall, in good faith, discuss reasonable measures to legally remedy any imminent or existing sanctions or export control conflict.

(4) If the Customer breaches paragraphs (1) or (2), or if further performance of the contract would be legally impermissible for us, we shall be entitled to suspend the affected obligations and – if no legally compliant remedy is possible within thirty (30) days – to terminate the contract or the affected parts thereof for cause.

(5) The Customer shall indemnify us against all damages and expenses resulting from culpable breaches of the representations and obligations set out in paragraphs (1) and (2). This also applies to reasonable and customary costs (including costs of legal defence incurred by us) resulting from the Customer’s culpable breach. Sec. 254 BGB (contributory negligence) shall remain unaffected.

15. Final Provisions

(1) Any notices, declarations or other communications by the Customer relating to the contract that are legally relevant (including, without limitation, the setting of deadlines, notices of defects or declarations of withdrawal) shall be made in text form (Sec. 126b BGB); mandatory statutory form requirements shall remain unaffected.

(2) To the extent permitted by applicable law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC or the Contract shall be our registered office. However, we shall also be entitled to bring proceedings against the Customer before any other court having jurisdiction over the Customer.

(3) These GTC and the Contract shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(4) Prior to commencing any court proceedings, the parties shall seek to resolve their dispute through mediation conducted in accordance with the Mediation Rules of the German Maritime Arbitration Association (GMAA) as in force at the time of conclusion of the Contract. The obligation to conduct mediation shall not apply to undisputed claims or claims that have been finally adjudicated, applications for payment orders (Mahnverfahren), proceedings for interim or injunctive relief, measures required to comply with statutory or contractual deadlines or to prevent the expiry of limitation periods, or disputes where the amount in dispute does not exceed EUR 100,000.

(5) Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.