General Terms and Conditions

Version 3.0 - Effective: July 1, 2026

1. Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all offers, deliveries, services and other contractual relationships of ARAGON Industrieelektronik GmbH (hereinafter "ARAGON") with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (no sales to consumers pursuant to Section 13 BGB), legal entities under public law and special funds under public law.

1.2 These GTC apply exclusively. Conflicting, deviating or supplementary General Terms and Conditions of the contractual partner shall only become part of the contract if ARAGON has expressly agreed to their validity in writing. This requirement of consent shall also apply if ARAGON performs deliveries or services without reservation while aware of the contractual partner's GTC.

1.3 These GTC in the version valid at the time of conclusion of the contract shall also apply to all future business relationships with the same contractual partner without the need for renewed reference to their validity.

1.4 Individual agreements with the contractual partner (including ancillary agreements, supplements and amendments) shall take precedence over these GTC. Subject to proof to the contrary, a written contract or written confirmation from ARAGON shall be decisive as evidence of their content.

1.5 Legally significant declarations and notifications by the contractual partner after conclusion of the contract (e.g. setting of deadlines, notifications of defects, withdrawal or reduction) shall require at least text form, insofar as no stricter form is required by law.

1.6 References to statutory provisions serve exclusively for clarification. Statutory provisions shall also apply without such clarification, insofar as they are not expressly modified or excluded in these GTC.

2. Offers, Conclusion of Contract and Scope of Services

2.1 Offers

All offers by ARAGON are non-binding and subject to change, unless expressly designated as binding or containing a specific acceptance period. Technical changes as well as changes in construction, form, material or design remain reserved within reasonable limits, provided that the subject matter of the contract is not significantly altered.

2.2 Conclusion of Contract

A contract is only concluded through written order confirmation by ARAGON in text form or through execution of the delivery or service. Orders by the contractual partner are considered a binding contractual offer. Amendments or supplements to the contract require confirmation by ARAGON in text form.

2.3 Contract Documents

The content and scope of the delivery or service shall be determined exclusively by the order confirmation including its annexes as well as any expressly included technical specifications. Illustrations, drawings, dimensions, weights, performance data or other technical information in catalogues, brochures, price lists or on the website serve exclusively for general product description, unless expressly agreed as binding.

2.4 Technical Changes

ARAGON is entitled to make technical changes or improvements to products, provided that these

• serve technical further development,
• comply with legal or regulatory requirements,
• serve product safety, or
• are reasonable for the contractual partner and do not significantly impair the agreed function.

2.5 Documents and Property Rights

ARAGON retains all property, copyright, usage and other protection rights without restriction on all offers, cost estimates, drawings, circuit diagrams, calculations, software, source codes, data sets, technical documentation, samples, models and other documents. These documents may not be reproduced, made accessible to third parties or used for other purposes without prior consent from ARAGON. If a contract is not concluded, all documents provided, including any copies made, must be returned to ARAGON immediately and unsolicited or, upon request, verifiably destroyed.

2.6 Cooperation Obligations of the Contractual Partner

The contractual partner shall provide ARAGON with all information, documents, drawings, approvals and authorisations required for fulfilment of the contract in a timely and complete manner. Delays resulting from a breach of these cooperation obligations shall reasonably extend agreed delivery and performance periods.

2.7 Partial Deliveries

Partial deliveries by the contractual partner are only permissible if contractually agreed or required for objective reasons. Impermissible partial deliveries do not constitute contractual performance and require neither acceptance nor declaration of due date. ARAGON may deduct additional costs or damages arising from this from the remuneration.

2.8 External Services

ARAGON is entitled to engage suitable subcontractors or suppliers to fulfil its contractual obligations, provided that no legitimate interests of the contractual partner are impaired.

2.9 Software

The contractual partner is not entitled to reproduce, copy, distribute, modify or make software accessible to third parties, insofar as this goes beyond the contractually granted usage rights or is not expressly permitted by law. Unless otherwise agreed, software is provided exclusively in object code. There is no entitlement to the release of source code.

2.10 Quality

Guarantees or quality agreements exist exclusively if expressly designated in writing as "guarantee" or "quality agreement".

3. Prices, Payment Terms and Default

3.1 Prices

All prices are in euros ex works (EXW according to Incoterms® 2020, unless expressly agreed otherwise), excluding packaging, shipping, transport insurance, customs duties, public charges and applicable statutory value added tax. Additional services, in particular assembly, commissioning, training, service operations or express deliveries, shall be invoiced separately unless otherwise agreed.

3.2 Price Adjustments

If more than four months lie between conclusion of contract and agreed delivery date and if costs for materials, energy, transport, wages or other procurement costs increase or decrease significantly after conclusion of the contract, ARAGON is entitled to adjust the price at its reasonable discretion. This applies only insofar as the cost change demonstrably affects the agreed price.

3.3 Invoicing

Invoices are transmitted at ARAGON's discretion in paper form or electronically. From 01.01.2027, invoicing will be exclusively electronic, unless otherwise required by law. If a paper invoice is issued at the express request of the contractual partner, ARAGON is entitled to charge a processing fee of 10.00 EUR per invoice. Unless otherwise agreed, invoices are due for payment within 14 calendar days of the invoice date without deduction. A cash discount is only permitted if expressly agreed in writing.

3.4 Payment

Payments are only deemed to have been made upon unconditional credit to the account designated by ARAGON. The contractual partner bears all bank and transfer costs.

3.5 Default of Payment

If the contractual partner is in default of payment, the statutory default provisions apply. ARAGON is entitled to

• demand default interest at the statutory rate,
• assert the statutory default lump sum,
• withhold further deliveries or services until full payment settlement,
• execute outstanding deliveries only against advance payment or reasonable security,
• as well as assert further statutory claims.

3.6 Deterioration of Financial Circumstances

If, after conclusion of the contract, ARAGON becomes aware of circumstances that are likely to significantly impair the creditworthiness of the contractual partner or endanger fulfilment of payment claims, in particular cessation of payments, insolvency application or comparable circumstances, ARAGON is entitled to

• make outstanding deliveries dependent on advance payment or security,
• revoke agreed payment terms,
• declare all outstanding claims immediately due, insofar as legally permissible,
• and, after unsuccessful expiry of a reasonable period, withdraw from the contract or demand damages in lieu of performance.

3.7 Set-off

The contractual partner is only entitled to set-off insofar as its counterclaims have been legally established, are ready for decision, undisputed or recognised by ARAGON.

3.8 Rights of Retention

A right of retention is only available to the contractual partner insofar as it is based on the same contractual relationship and the counterclaims are undisputed, legally established or ready for decision.

3.9 Assignment

The assignment of claims against ARAGON to third parties requires the prior written consent of ARAGON. Section 354a of the German Commercial Code (HGB) remains unaffected.

4. Delivery, Delivery Deadlines, Transfer of Risk and Default of Acceptance

4.1 Scope and Place of Delivery

Delivery is ex works (EXW according to Incoterms® 2020) unless expressly agreed otherwise. The place of delivery is determined by the order confirmation.

4.2 Delivery Deadlines

Delivery periods and delivery dates are only binding if expressly confirmed as binding by ARAGON in writing or in text form. Compliance with agreed delivery periods presupposes that

• all technical and commercial details have been clarified in due time,
• the contractual partner has provided all necessary cooperation,
• necessary permits and approvals are available,
• agreed down payments or advance payments have been made on time, and
• no other obstacles for which the contractual partner is responsible exist.

If these conditions are delayed, agreed delivery periods shall be extended reasonably.

4.3 Force Majeure and Other Performance Impediments

ARAGON is not liable for delivery delays or performance impediments caused by circumstances outside its reasonable sphere of influence. These include in particular:

• force majeure,
• natural disasters,
• war, terrorism or comparable events,
• pandemics or epidemics,
• regulatory measures,
• labour disputes,
• energy or raw material shortages,
• transport or logistics disruptions,
• cyber attacks on critical infrastructure,
• as well as lawful export or import restrictions.

During the existence of such events, delivery periods shall be extended by the duration of the impediment including a reasonable restart period. In the event of delivery delay by the supplier, ARAGON is entitled to demand reasonable compensation for delayed delivery. If the impediment lasts longer than twelve months, both parties are entitled to withdraw from the contract with regard to the part not yet fulfilled. Claims for damages do not exist in this respect, insofar as legally permissible.

4.4 Partial Deliveries

ARAGON is entitled to partial deliveries and partial services, insofar as these are reasonable for the contractual partner taking into account its legitimate interests. Partial deliveries shall be invoiced separately.

4.5 Transfer of Risk

The risk of accidental loss and accidental deterioration of the goods passes to the contractual partner at the latest upon handover to the freight forwarder, carrier or other person designated to carry out the shipment. This also applies if

• carriage-free delivery has been agreed,
• partial deliveries are made,
• ARAGON assumes further services such as packaging or shipping organisation.

Insofar as acceptance has been agreed, risk passes upon successful acceptance.

4.6 Default of Acceptance

If the contractual partner is in default of acceptance or if shipment is delayed for reasons for which the contractual partner is responsible, the risk passes to the contractual partner upon occurrence of default of acceptance. ARAGON is entitled to

• store the goods at the cost and risk of the contractual partner,
• charge storage costs and other additional expenses,
• set a reasonable grace period for acceptance, and
• after fruitless expiry of the grace period, assert statutory rights.

4.7 Returns

Returns generally require the prior written consent of ARAGON. Insofar as returns are legitimately made, they must be properly packaged and returned in accordance with the shipping instructions provided by ARAGON. The risk of return transport is borne by the contractual partner responsible under statutory provisions or a deviating agreement.

4.8 Delivery Impediments at the Contractual Partner

If delivery is delayed due to circumstances within the responsibility of the contractual partner by more than 30 calendar days after readiness for dispatch, ARAGON is entitled to store the goods and to charge the actually incurred or market-standard storage costs. Further statutory claims remain unaffected.

4.8.1 Opening of Insolvency Proceedings

In the event of the opening of insolvency proceedings over the assets of the contractual partner or in the event of other signs of a significant deterioration in financial circumstances, the company is entitled, insofar as an effective retention of title has been agreed, to take back delivered goods that have not yet been fully paid for. The assertion of statutory rights, in particular under the Insolvency Code, remains unaffected.

4.9 Reservation of Self-Supply

Insofar as ARAGON has concluded a congruent covering transaction and is not supplied by its supplier through no fault of its own despite timely ordering, delivery periods shall be extended reasonably. If supply is permanently impossible or economically unreasonable, ARAGON is entitled to withdraw from the contract with regard to the part not yet fulfilled. The contractual partner will be informed immediately. Any consideration already provided will be refunded accordingly.

5. Retention of Title

5.1 Simple and Extended Retention of Title

All deliveries are made under retention of title. The delivered goods remain the property of ARAGON (reserved goods) until full payment of all current and future claims arising from the business relationship between ARAGON and the contractual partner. In the case of a current account, the reserved title serves as security for the respective balance claim.

5.2 Careful Handling

The contractual partner is obliged to handle the reserved goods carefully until transfer of ownership, to store them properly and to adequately insure them against usual risks, in particular fire, water damage, storm, burglary and vandalism damage. Necessary maintenance and servicing measures must be carried out at own expense in good time by trained specialist personnel.

5.3 Marking and Third-Party Access

The contractual partner must inform ARAGON immediately in text form if third parties access the reserved goods or assert claims to them, in particular in the case of seizures, attachments, insolvency proceedings or other enforcement measures. The contractual partner shall inform third parties of the retention of title and shall provide ARAGON immediately with all documents and information necessary to safeguard its rights. Insofar as the third party does not reimburse the costs of judicial or extrajudicial legal action, the contractual partner is liable for these, provided that it is responsible for third-party access.

5.4 Resale

The contractual partner is entitled to resell the reserved goods in the ordinary course of business. This right expires in particular in the case of default of payment, cessation of payments or filing for insolvency proceedings.

5.5 Advance Assignment

The contractual partner hereby assigns to ARAGON as security all claims arising from resale of the reserved goods including all ancillary rights in the amount of the respective final invoice amount including value added tax. ARAGON hereby accepts this assignment. Until revocation, the contractual partner remains authorised to collect the claims in its own name. ARAGON is entitled to revoke the collection authorisation in particular if

• the contractual partner is in default of payment,
• an insolvency application is filed,
• solvency appears endangered, or
• justified doubts about creditworthiness exist.

After revocation, the contractual partner must provide all information necessary for collection of claims and inform its customers of the assignment.

5.6 Processing and Transformation

Processing, combination or transformation of the reserved goods is always carried out for ARAGON as manufacturer within the meaning of Section 950 BGB, without ARAGON being obliged thereby. If the reserved goods are processed, combined or mixed with other objects, ARAGON acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the other processed objects at the time of processing. The contractual partner shall store the sole or co-ownership free of charge for ARAGON.

5.7 Combination with Real Property

If reserved goods are combined with land or buildings or installed therein and claims against third parties arise from this, the contractual partner hereby assigns these claims to ARAGON as security. ARAGON accepts the assignment.

5.8 Surrender

In the event of contractual misconduct by the contractual partner, in particular default of payment, ARAGON is entitled to demand the surrender of the reserved goods according to statutory requirements or to withdraw from the contract. The demand for surrender only constitutes withdrawal from the contract if ARAGON expressly declares this.

5.9 Release of Security

If the realisable value of the securities existing for ARAGON permanently exceeds the secured claims by more than 10%, ARAGON will release securities of its own choice at the request of the contractual partner.

5.10 Insolvency

In the event of an application for the opening of insolvency proceedings over the assets of the contractual partner or in the event of cessation of payments, ARAGON is entitled to revoke the collection authorisation and to demand immediate surrender of the reserved goods, insofar as insolvency law provisions do not conflict.

6. Liability

6.1 Principle

ARAGON is liable according to statutory provisions, unless otherwise stated in the following provisions.

6.2 Unlimited Liability

ARAGON is liable without limitation

• in cases of intent and gross negligence,
• in cases of culpable injury to life, body or health,
• under the provisions of the Product Liability Act,
• upon assumption of an express guarantee, unless otherwise stated therein,
• as well as in all cases in which a limitation of liability is excluded by law.

6.3 Liability for Simple Negligence

In the case of simple negligent breach of material contractual obligations (cardinal obligations), ARAGON is only liable for the contract-typical damage foreseeable at conclusion of the contract. Cardinal obligations are obligations whose fulfilment enables proper performance of the contract in the first place and on whose compliance the contractual partner may regularly rely. Otherwise, liability for simple negligence is excluded.

6.4 Indirect Damages

To the extent permitted by law, ARAGON is not liable in cases of simple negligence in particular for

• lost profits,
• production losses,
• business interruptions,
• loss of use,
• data loss,
• financing costs,
• consequential damages,
• damages caused by third-party software (software of third parties or the respective manufacturer, manufacturer software), in particular not for errors, defects, incompatibilities, malfunctions or damages resulting from updates or changes to this software,
• indirect damages, and
• other financial losses that do not arise directly on the delivery item.

This does not apply insofar as these damages are based on a breach of material contractual obligations and were contract-typically foreseeable.

6.5 Data and Data Backup

The contractual partner is obliged to back up its data regularly according to the state of the art. In the event of data loss, ARAGON is liable - insofar as liability exists at all - exclusively for the expense of restoration from properly created data backups.

6.6 Liability for Vicarious Agents

The above limitations of liability apply equally in favour of legal representatives, organs, employees, vicarious agents and other persons employed by ARAGON to perform the contract.

6.7 Contributory Negligence

If the contractual partner has contributed to the occurrence or amount of damage through its own conduct, in particular through incorrect operation, failure to maintain, inadequate data backup or non-observance of operating or safety instructions, liability shall be governed by the statutory provisions on contributory negligence. Provision of trained specialist personnel is not owed.

6.8 Limitation Period for Damage Claims

The warranty provisions agreed in the purchase contract shall initially apply. Insofar as no deviating provisions have been made in the purchase contract, warranty claims shall be governed by statutory provisions.

6.9 Contractual Penalties

Contractual penalties, lump-sum damages arrangements or other fault-independent extensions of liability only apply if expressly agreed in writing between the contractual parties.

7. Limitation Period

7.1 Warranty Claims

Insofar as no deviating agreements have been made in the purchase contract or mandatory legal provisions conflict, the statutory limitation provisions shall apply. If acceptance takes place, the limitation period begins with acceptance of the service.

7.2 Statutory Exceptions

The above shortening of the limitation period does not apply

• in cases of intent or gross negligence,
• in the case of fraudulent concealment of a defect,
• upon assumption of an express guarantee,
• for claims due to injury to life, body or health,
• for claims under the Product Liability Act,
• as well as in all cases in which longer limitation periods are mandatorily prescribed by law.

In these cases, statutory limitation provisions shall apply exclusively.

7.3 Damage Claims

Statutory limitation provisions apply to damage claims, unless a permissible deviating provision has been made in the purchase contract or in these General Terms and Conditions and no mandatory legal provisions conflict.

7.4 Beginning of Limitation Period

Statutory provisions on beginning, expiry inhibition, suspension, restart and interruption of limitation remain unaffected.

7.5 Recourse Claims

Statutory recourse claims under Sections 445a, 445b BGB and other mandatory statutory recourse rights remain unaffected, insofar as their application is prescribed by law.

7.6 Used Delivery Items

Insofar as used delivery items are exceptionally sold with warranty, exclusively the expressly agreed periods in writing apply with regard to limitation.

7.7 Burden of Proof

The above limitation provisions do not change the statutory distribution of the burden of proof.

8. Warranty and Rights in Case of Defects

8.1 Quality of Deliveries

The quality of the delivered products is exclusively determined by the agreed technical specifications, the order confirmation and product descriptions expressly designated as binding. Public statements, advertising statements, brochures or catalogue information do not constitute a warranty of quality unless expressly made part of the contract.

8.2 Duty to Inspect and Notify

The contractual partner is obliged to carefully inspect the delivered goods immediately after delivery in accordance with Section 377 HGB. Recognisable defects, incorrect deliveries or quantity deviations must be reported immediately in text form, at the latest within seven calendar days of delivery. Hidden defects must be reported in text form immediately after their discovery, at the latest within seven calendar days of discovery. If proper and timely notification of defects is omitted, the delivery is deemed approved with regard to the defect concerned, insofar as legally permissible.

8.3 Proof of Defects

The contractual partner shall document the notified defect in a comprehensible manner and, upon request, provide ARAGON with all information, documents and evidence necessary for examination. Upon request, the objected delivery items must be made available for examination or returned to ARAGON.

8.4 Subsequent Performance

If a material or legal defect exists, ARAGON will, at its own discretion, remedy the defect or deliver a defect-free item. ARAGON is entitled to make subsequent performance dependent on payment of the due, defect-free portion of the remuneration. The contractual partner shall grant ARAGON the time and opportunity required for subsequent performance.

8.5 Further Rights in Case of Defects

If subsequent performance ultimately fails or is unreasonable for the contractual partner according to statutory provisions, the contractual partner may reduce the purchase price in accordance with statutory provisions or - insofar as the statutory requirements are met - withdraw from the contract. Damage claims are governed exclusively by the liability provisions of these GTC.

8.6 Exclusion of Warranty

A warranty does not exist in particular for defects or damages caused by

• improper storage, assembly or commissioning,
• incorrect operation or use contrary to purpose,
• natural wear and tear,
• failure to maintain,
• unauthorised modifications or repairs,
• use of unsuitable operating materials or spare parts,
• extraordinary mechanical, chemical, thermal or electrical stress,
• force majeure or other external influences,
• as well as non-observance of operating, maintenance or safety instructions.

8.7 External Interventions

If delivery items are modified, repaired or reconstructed without ARAGON's consent, warranty claims lapse insofar as the asserted defect is based on this. The contractual partner reserves the right to prove that the modification was not causal for the notified defect.

8.8 Returns

Objected goods may only be returned after prior consultation with ARAGON. The return must be made securely for transport, completely and stating the complaint number.

8.9 Unjustified Notifications of Defects

If a notification of defects proves to be unjustified and the contractual partner is responsible for this, ARAGON is entitled to charge the inspection, transport, labour and other expenses incurred by it at the usual rates. The contractual partner reserves the right to prove that no or significantly less expense was incurred.

8.10 Used Delivery Items

For used delivery items, no warranty is assumed - insofar as legally permissible and not expressly agreed otherwise. This does not include claims due to intent, fraudulent concealment of a defect, an assumed warranty, and other mandatory statutory claims.

8.11 Software

The respective licence conditions of ARAGON or the respective software manufacturer apply additionally to delivered software.

8.12 Limitation

The limitation of defect claims is governed by Chapter 7 of these General Terms and Conditions.

9. Impossibility of Performance and Contract Adjustment

9.1 Temporary Performance Impediments

If ARAGON cannot perform a delivery or service in whole or in time due to temporary circumstances for which it is not responsible, agreed delivery and performance periods shall be extended by the duration of the impediment and a reasonable restart period. These include in particular the cases of force majeure and other performance impediments referred to in Section 4.3.

9.2 Permanent Impossibility

If provision of the owed delivery or service becomes permanently impossible and ARAGON is not responsible for the impossibility, both contractual parties are entitled to withdraw from the contract with regard to the part not yet fulfilled. Services already received must be returned in accordance with statutory provisions.

9.3 Impossibility for Which the Contractual Partner is Responsible

If contract fulfilment becomes impossible or is significantly impeded due to circumstances for which the contractual partner is responsible, its obligation to pay expenses incurred until then and further statutory claims of ARAGON remain unaffected.

9.4 Economic Unreasonableness

If circumstances occurring after conclusion of the contract, for which neither contractual party is responsible, lead to a significant change in the economic or technical basis of the contract such that its performance becomes unreasonable for one contractual party, the contractual parties undertake to promptly enter into negotiations on an appropriate contract adjustment. This applies in particular in the case of

• significant and unforeseeable raw material or energy price increases,
• long-term supply chain disruptions,
• significant changes in legal or regulatory requirements,
• export or import restrictions,
• pandemics, epidemics or comparable health crises,
• as well as comparable extraordinary circumstances.

9.5 Withdrawal After Failed Contract Adjustment

If no agreement on contract adjustment is reached within a reasonable period and adherence to the contract is no longer reasonable for one contractual party, either party is entitled to withdraw from the contract with regard to the part not yet fulfilled. Further statutory rights remain unaffected.

9.6 Damages

Damage claims due to impossibility or delay are governed exclusively by the liability provisions of these General Terms and Conditions.

9.7 Partial Impossibility

If only a separable part of the owed delivery or service is impossible, the above provisions apply exclusively to this part, provided that adherence to the remaining contract is reasonable for the contractual partner.

9.8 Duty to Inform

ARAGON will inform the contractual partner immediately of circumstances that may lead to significant delay, impossibility or necessary contract adjustment as soon as these are recognisable.

10. Place of Jurisdiction, Place of Performance, Applicable Law and Dispute Resolution

10.1 Place of Performance

The place of performance for all deliveries, services and payments from the business relationship is, insofar as legally permissible and nothing different has been agreed, the registered office of ARAGON Industrieelektronik GmbH.

10.2 Place of Jurisdiction

If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of ARAGON Industrieelektronik GmbH. However, ARAGON is entitled to sue the contractual partner also at its general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

10.3 Applicable Law

All legal relationships between ARAGON and the contractual partner shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG/UN Sales Law) is expressly excluded.

10.4 Contract Language

The authoritative contract language is German. If contract documents are additionally prepared in another language, only the German version is legally binding. The foreign-language version serves only for information, unless otherwise expressly agreed.

10.5 Export and Foreign Trade Law

The contractual parties undertake to comply with all applicable export control, foreign trade, sanctions and embargo law provisions of the Federal Republic of Germany, the European Union, and - insofar as applicable to the respective transaction - other relevant legal systems. Insofar as regulatory approvals are required for contract fulfilment, deliveries and services are subject to their granting.

10.6 Confidential Dispute Resolution

The contractual parties will endeavour to resolve disagreements first at management level by mutual agreement before initiating legal steps. This does not affect the right of each contractual party to apply for interim legal protection or to assert claims in court to preserve statutory deadlines.

10.7 Partial Invalidity of Individual Jurisdiction Agreements

If a provision of this section is wholly or partially invalid or unenforceable, the remaining provisions remain unaffected. The statutory provision shall take the place of the invalid provision.

10.8 International Customers - Additional Provisions

ARAGON Industrieelektronik GmbH is a German company operating exclusively from Germany. All business activities are conducted under German law regardless of the customer's location.

These General Terms and Conditions constitute the complete agreement between ARAGON and the contractual partner. Any statements, representations, or agreements not expressly contained herein shall have no legal effect.

To the fullest extent permitted by applicable law, the contractual partner waives:

• Any right to participate in class actions, class arbitrations, or representative proceedings against ARAGON
• Any right to jury trial in disputes with ARAGON
• Any claim for punitive, exemplary, or multiple damages
• Any right to pre-trial discovery beyond what is provided under German procedural law

Any dispute arising from or in connection with this contract shall be resolved exclusively in the courts of Stuttgart, Germany, under German law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Should any provision of this Section 10.8 be deemed unenforceable under mandatory local law of the contractual partner's jurisdiction, this shall not affect the validity of the remaining provisions of this Section or of these General Terms and Conditions as a whole.

11. Export Control, Permits and Foreign Transactions

11.1 Compliance with Export Control Regulations

The contractual partner undertakes to comply with all applicable export control, foreign trade, sanctions and embargo law regulations relating to the delivery, export, re-export, transfer, brokering, use and forwarding of the delivered goods, software, technologies and technical documents. This applies in particular to the regulations of

• the Federal Republic of Germany,
• the European Union,
• and - insofar as applicable to the respective transaction - other relevant national or international legal provisions.

11.2 Approval Requirement

Deliveries and services by ARAGON are subject to the proviso that no national or international export control regulations, embargoes or other statutory prohibitions oppose their execution. Insofar as regulatory approvals are required, contract fulfilment shall only take place after they have been granted.

11.3 Cooperation Obligations of the Contractual Partner

The contractual partner undertakes to provide ARAGON, upon request, with all information required for export control examination completely and correctly. This includes in particular information on

• end user,
• end use purpose,
• destination country,
• delivery address,
• group affiliation,
• as well as any required end-use declarations.

11.4 Resale and Re-export

The contractual partner undertakes to pass on or export delivered goods, software or technologies only in compliance with the respective applicable export control and sanctions regulations. It will oblige its customers accordingly, insofar as this is legally permissible and required.

11.5 Prohibited Uses

The contractual partner will not use or pass on delivery items directly or indirectly for purposes whose use violates applicable export control, embargo or sanctions regulations. This applies in particular to uses in connection with

• military end uses, insofar as these are subject to approval or prohibited,
• the development or manufacture of prohibited weapons,
• proliferation-relevant applications,
• as well as other legally prohibited uses.

11.6 Sanctions and Embargoes

ARAGON is entitled to suspend delivery or service or to withdraw from the contract in whole or in part if

• statutory export prohibitions exist,
• required approvals are refused or revoked,
• the contractual partner or the end user is listed on a relevant sanctions list,
• or other statutory prohibitions oppose contract fulfilment.

Damage claims by the contractual partner are excluded in these cases, insofar as ARAGON is not responsible for the non-execution of the delivery or service.

11.7 Costs and Cooperation

Unless otherwise required by law, the contractual partner bears all costs, fees and expenses incurred due to approval, customs, import, export or other regulatory procedures within its area of responsibility.

11.8 Compliance

The contractual partner undertakes to comply with all applicable statutory provisions on combating corruption, money laundering, terrorist financing and other compliance regulations. Upon request, the contractual partner will provide ARAGON with corresponding evidence, insofar as this is legally permissible and necessary for the execution of the contract.

11.9 Indemnification

If the contractual partner culpably breaches the above obligations and ARAGON incurs damages, regulatory measures or other disadvantages as a result, the contractual partner shall indemnify ARAGON from third-party claims arising from this and reasonable costs of legal defence, insofar as legally permissible.

12. Sustainability, Human Rights, Compliance and Corporate Responsibility

12.1 Principle

ARAGON is committed to responsible, sustainable and law-compliant corporate management. The contractual partner undertakes to comply with the applicable statutory provisions and recognised international standards in the context of the business relationship.

12.2 Human Rights and Working Conditions

The contractual partner undertakes in particular

• to respect internationally recognised human rights,
• to refrain from forced labour, modern slavery and human trafficking,
• to exclude child labour within the meaning of the applicable international conventions,
• to prevent discrimination and harassment in the workplace,
• to respect freedom of association and the right to collective bargaining within the legal framework,
• to comply with statutory working hours, rest periods and occupational safety regulations,
• as well as to comply with the respective applicable statutory minimum working conditions.

12.3 Environmental and Climate Protection

The contractual partner undertakes to comply with the environmental law provisions applicable to its business activities and to take appropriate measures to

• reduce emissions and environmental pollution,
• use energy and natural resources efficiently,
• avoid waste as far as possible or dispose of it properly,
• prevent water, soil and air pollution,
• and ensure responsible handling of hazardous substances and chemicals.

12.4 Integrity and Compliance

The contractual partner undertakes to comply with all applicable regulations, in particular on

• anti-corruption,
• prevention of bribery,
• anti-money laundering,
• prevention of terrorist financing,
• antitrust and competition law compliance,
• data protection,
• information security,
• as well as export control.

12.5 Data Protection and Information Security

Insofar as personal data is processed in the context of the business relationship, both contractual parties undertake to comply with the respective applicable data protection regulations. The contractual partner shall take appropriate technical and organisational measures to protect confidential information and personal data.

12.6 Supply Chain

The contractual partner will, to a reasonable extent, ensure that its material suppliers and subcontractors also comply with comparable requirements regarding

• human rights,
• working conditions,
• environment,
• compliance,
• data protection,
• and integrity.

12.7 Whistleblower Protection

The contractual partner shall provide its employees with suitable opportunities to report violations of statutory provisions or serious compliance violations confidentially, insofar as this is required or appropriate according to the statutory provisions applicable to it.

12.8 Right to Information

Insofar as legally permissible and necessary for the execution of the business relationship, ARAGON is entitled to request reasonable evidence of compliance with the above obligations from the contractual partner. Legitimate confidentiality interests of the contractual partner shall be appropriately taken into account.

12.9 Remedial Measures

If material violations of the above obligations are found, ARAGON will inform the contractual partner and generally give it the opportunity to demonstrate suitable remedial measures within a reasonable period. If the contractual partner does not comply with this obligation despite a reasonable deadline and adherence to the contract is unreasonable for ARAGON, ARAGON is entitled to terminate the contract for good cause according to statutory provisions or to withdraw from it.

12.10 Continuous Improvement

ARAGON and the contractual partner strive for continuous improvement of their sustainability, compliance and quality standards and will cooperate in a spirit of trust to the extent of their possibilities.

13. Final Provisions

13.1 Contract Amendments

Changes, supplements and ancillary agreements to contracts require at least text form to be effective, unless a stricter form is prescribed by law. This also applies to a change or cancellation of this text form provision. Statutory formal requirements and the priority of individual agreements (Section 305b BGB) remain unaffected.

13.2 Transfer of Rights and Obligations

The contractual partner may only transfer rights and obligations from the contractual relationship to third parties with the prior written consent of ARAGON, unless otherwise required by law.

13.3 Retention of Documents

ARAGON is entitled to archive contract-related documents, documentation and correspondence electronically within the statutory retention periods.

13.4 Confidentiality

Insofar as no separate confidentiality agreements already exist, both contractual parties undertake to keep confidential all technical, commercial and other confidential information that becomes known to them in the context of the business relationship and to use it exclusively for the execution of the respective contract. This obligation also applies beyond the termination of the business relationship, insofar as the information has not become generally known or publicly accessible without breach of duty. Statutory disclosure obligations remain unaffected.

13.5 Severability Clause

Should a provision of these General Terms and Conditions be or become wholly or partially invalid, unenforceable or void, the effectiveness of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory provisions. Insofar as this creates a contractual gap requiring filling, the provision that the contractual parties would have honestly agreed according to the meaning and purpose of the contract if they had known of the gap shall be deemed agreed, insofar as this is legally permissible.

13.6 Order of Precedence of Contract Documents

In case of contradictions between individual contract documents, the following order of precedence applies:

1. individual written agreements,
2. order confirmation by ARAGON,
3. technical specifications,
4. these General Terms and Conditions.

13.7 Data Protection

Insofar as personal data is processed in the context of contract execution, the respective applicable data protection information of ARAGON shall apply additionally.

13.8 Entry into Force

These General Terms and Conditions come into force upon their publication and apply to all contracts concluded from that time. With the entry into force of this version, earlier versions of the General Terms and Conditions lose their validity.

Effective: July 1, 2026