Introduction

These General Terms and Conditions (T&Cs) govern the business relationship between Display and Control GmbH and its customers. They cover essential provisions regarding contract formation, delivery, payment, warranty, and liability for products and services, including displays, control technologies, Software-as-a-Service (SaaS), and customized solutions. For questions, please contact info@display-and-control.com.

1. Scope of Application

1.1 These T&Cs apply to all offers, deliveries, and services provided by Display and Control GmbH (hereinafter referred to as the ‘Seller’) to entrepreneurs (§ 14 of the German Civil Code, BGB), legal entities under public law, or special funds under public law (hereinafter referred to as the ‘Buyer’). They particularly cover the sale of displays, control, and embedded products, Software-as-a-Service (SaaS), customized solutions, technical services, and digital content (e.g., software downloads), unless otherwise agreed in writing.

1.2 These T&Cs apply exclusively to Buyers who are entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law.

1.3 Any conflicting or deviating terms and conditions of the Buyer will not be recognized unless the Seller expressly agrees to their applicability in writing. This also applies if the Seller provides services without reservation despite being aware of the Buyer’s terms and conditions.

1.4 These T&Cs shall also apply to future business relationships with the Buyer without requiring their express re-agreement.

2. Contract Formation, Reservation of Self-Supply, Re-Export

2.1 The Seller’s offers are non-binding and subject to change unless expressly designated as binding. Orders become legally binding upon the Seller’s written order confirmation, the content of which is decisive for the contractual relationship and the scope of delivery.

2.2 Verbal side agreements, promises by employees or representatives, and amendments to confirmed orders, including changes to delivery items, require the Seller’s written confirmation to be effective.

2.3 The Seller’s delivery obligation is subject to timely and proper self-supply by its suppliers. If the Seller is not supplied despite having concluded a congruent transaction, the Seller is entitled to withdraw from the contract. The Buyer will be informed immediately, and any payments already made will be refunded.

2.4 The delivered products are intended to remain in the delivery country agreed upon with the Buyer. Re- export is subject to the foreign trade regulations of the Federal Republic of Germany or the country of origin and may require approval. The Buyer is obliged to inform the Seller prior to re-export, independently verify the applicable regulations, and comply with them.

2.5 Contracts may be concluded electronically via www.display-and-control.com. Electronic order confirmations are deemed written order confirmations.

3. Prices

3.1 Unless otherwise agreed, prices are quoted ex works (EXW, Munich, Germany) plus packaging, shipping, insurance, and applicable value-added tax.

3.2 Prices apply exclusively to the respective order and not to past or future orders.

3.3 For delivery periods exceeding five weeks, both parties may request a price adjustment to compensate for significant cost changes (e.g., material prices, collective wage agreements). The adjustment is limited to the extent necessary. This also applies to delays caused by the Buyer resulting in a delivery period exceeding five weeks. For international deliveries, prices may be adjusted for currency fluctuations if agreed prior to contract formation.

3.4 The Buyer bears additional costs for insurance or special shipping methods requested by the Buyer and arranged by the Seller.

4. Payment Terms

4.1 Invoices are payable net within 30 days from the invoice date unless otherwise agreed. Payment is deemed made when the Seller can dispose of the amount. If the Seller’s credit insurer rejects or cancels a credit limit, delivery will only be made against advance payment.

4.2 Bills of exchange or checks are accepted only by prior agreement and solely for fulfillment purposes. They are considered payment only upon unconditional crediting. Bank, discount, bill of exchange, and other fees, plus value-added tax, are borne by the Buyer.

4.3 In case of payment default, the Seller may charge default interest at 9 percentage points above the base interest rate and a flat fee of 40 Euros. Both parties reserve the right to prove higher or lower damages. For projects with a volume exceeding 50,000 euros, partial payments based on project progress may be agreed.

4.4 The Buyer may only offset or exercise a right of retention with undisputed, legally established, or ready-for-decision claims.

5. Delivery, Shipping, Transfer of Risk, Default of Acceptance

5.1 Delivery periods commence upon order confirmation but not before receipt of all documents, approvals, releases, and clarifications of technical issues to be provided by the Buyer, as well as details of the desired execution specified by the Buyer.

5.2 The delivery period is met if the goods leave the works or readiness for dispatch is notified before its expiry. The risk of accidental loss or deterioration passes to the Buyer as soon as the goods leave the works or, in case of shipping delays caused by the Buyer, upon notification of readiness for dispatch.

5.3 Partial deliveries are permissible to a reasonable extent and are treated as independent deliveries regarding payment and warranty.

5.4 In cases of force majeure or unforeseen obstacles not attributable to the Seller (e.g., strikes, official measures, supply shortages by suppliers, cyberattacks, pandemics), the delivery period is reasonably extended, even during a delay. The Seller will inform the Buyer immediately of the start and end of such obstacles. If the obstacles persist for more than three months or are certain to persist longer, both parties may withdraw from the contract.

5.5 If the Buyer defaults on acceptance or delays payment, the Seller may, after the unsuccessful expiry of a reasonable grace period, withdraw from the contract and/or claim damages in lieu of performance. Damages, without proof, amount to:
• 20% of the purchase price for serial or standard products;
• 100% of the purchase price for customized individual products, provided production costs have been incurred.
These flat rates apply unless the Buyer proves lower damages. Both parties reserve the right to prove higher damages. The Seller may also charge additional costs, particularly storage costs.

5.6 Shipping is at the Buyer’s expense and risk. Unless a specific shipping method is agreed, the Seller selects the shipping method at its discretion, without guaranteeing the fastest, safest, or cheapest transport.

5.7 At the Buyer’s request, shipments are insured at the Buyer’s expense from the transfer of risk. In case of damage, the Seller assigns insurance claims to the Buyer upon fulfillment of the Buyer’s contractual obligations, including reimbursement of the premium.

5.8 For deliveries to other EU member states, the Buyer must provide its VAT identification number and business sector prior to shipping.

6. Retention of Title

6.1 The Seller retains title to all delivered goods until all claims arising from the business relationship, including future claims and ancillary claims (e.g., bill of exchange costs, interest), are fully settled. In case of current account agreements, retention of title applies until the acknowledged balance is settled. Payments by check or bill of exchange are considered fulfilled only upon redemption and unconditional availability of the amount.

6.2 The Buyer is entitled to process and sell the reserved goods in the ordinary course of business but may not pledge or transfer them as security. The Buyer hereby assigns all claims arising from resale, processing, or other legal grounds (e.g., insurance claims, tort) to the Seller in the amount of the invoice value of the reserved goods. The Seller accepts the assignment. The Buyer remains authorized to collect the claims revocably as long as it meets its payment obligations. In case of payment default or breach of material contractual obligations, the Seller may revoke the collection authorization and disclose the assignment. Upon request, the Buyer must provide all necessary information about the assigned claims and submit relevant documents.

6.3 The Buyer is obliged to handle the reserved goods with care and insure them at its own expense against theft, destruction, and damage. In case of seizures, confiscations, or other third-party interventions, the Buyer must inform the Seller immediately. The Buyer bears all costs for measures to ward off such interventions (e.g., third-party opposition lawsuits) unless reimbursed by third parties.

6.4 If the reserved goods are processed or combined with third-party items, the Seller acquires co- ownership of the new item in proportion to the value of the reserved goods to the total value at the time of processing or combination. The Buyer stores the new item free of charge for the Seller. The provisions for reserved goods apply accordingly to the new item.

6.5 In case of payment default or breach of material contractual obligations, the Seller is entitled to temporarily reclaim the reserved goods. Reclamation does not constitute withdrawal from the contract unless expressly declared.

6.6 If the realizable value of the securities exceeds the Seller’s claims by more than 10%, the Seller will release securities of its choice at the Buyer’s request. In case of taxable realization, the coverage limit increases by the value-added tax amount.

7. Warranty

7.1 In a mutual commercial transaction, the Buyer must report obvious defects in writing within 8 working days (excluding Saturdays) after delivery and hidden defects within 8 working days after discovery. Otherwise, the goods are deemed approved, including with respect to these defects.

7.2 The warranty period is one year from delivery. In cases of intent, gross negligence, or injury to life, body, or health, the period is two years.

7.3 For justified defects, the Seller has the right to subsequent performance, either by repair or replacement at its discretion. If subsequent performance fails, particularly if it is delayed beyond reasonable periods for reasons attributable to the Seller or is unreasonable, the Buyer may, at its discretion, reduce the purchase price or withdraw from the contract.

7.4 No warranty exists for normal wear and tear, particularly for consumable parts, or for damages due to improper handling, unsuitable operating conditions, or modifications made by the Buyer.

7.5 For third-party products, the Seller assumes no warranty. The Seller assigns its warranty claims against suppliers to the Buyer and informs the Buyer immediately of the assignment. The Buyer must assert these claims within six months. The Seller is liable if the claims against the supplier are unenforceable or their enforcement is unreasonable.

7.6 Claims for defects due to insignificant deviations from the agreed quality are excluded.

8. Liability

8.1 The Seller is fully liable under the provisions of the Product Liability Act, in cases of intent, gross negligence, assumption of a guarantee for the quality of the item, and injury to life, body, or health.

8.2 For simple negligence, the Seller is liable only for breaches of material contractual obligations (cardinal obligations), limited to the typical, foreseeable damage. In all other cases, claims for damages due to breaches of duty or tort are excluded, particularly for lost profits or other financial losses.

8.3 Liability for property and financial damages—except for personal injury or product liability—is limited to three times the order value or 1 million EUR, whichever is lower.

8.4 To the extent that the Seller’s liability is excluded or limited, this also applies to the personal liability of its employees, staff, representatives, and vicarious agents.

8.5 Liability for data loss due to cyberattacks is excluded if the Seller has complied with industry-standard security measures. For other data losses, liability is limited to the typical recovery effort that would have arisen with regular and proper data backup by the Buyer.

9. Software, SaaS, and Customized Products

9.1 For software or SaaS, the Seller grants the Buyer a non-exclusive, non-transferable right of use for the contractually agreed duration and scope. The Buyer may not decompile, modify, or make the software accessible to third parties unless permitted by law (§§ 69d, 69e of the German Copyright Act, UrhG). The Seller guarantees an SaaS availability of 99.5% per year, except during announced maintenance windows, about which the Buyer is informed in a timely manner.

9.2 For open-source software, the respective license terms apply. The Seller provides the Buyer with the relevant license texts upon request.

9.3 Customized products are manufactured according to the Buyer’s specifications. The Buyer is obliged to review the specifications before production begins and report any errors immediately. Subsequent changes are possible only by written agreement. The Buyer bears the costs for changes or delays due to incomplete or incorrect specifications.

9.4 For SaaS and customized products, a test phase or acceptance process may be agreed. The Buyer must report defects in writing during the test phase or before acceptance. After acceptance, the provisions of clause 7 (Warranty) apply.

10. Intellectual Property Rights

10.1 The Buyer warrants that products manufactured according to its specifications do not infringe third- party intellectual property rights (e.g., patents, copyrights). In case of third-party claims, the Buyer indemnifies the Seller from all liability and bears all costs, including legal defense costs.

10.2 All intellectual property rights in the products, software, documentation, and developments of the Seller remain with the Seller unless expressly agreed otherwise.

10.3 The Buyer is not entitled to use the Seller’s trademarks, designs, or other intellectual property rights without written consent.

10.4 The Seller warrants that the delivered products comply with the requirements of ElektroG, WEEE, and RoHS2. The Buyer is obliged to dispose of the products properly and comply with the relevant legal regulations.

10.5 The Seller ensures that the delivered products are traceable to identify error sources and meet regulatory requirements. The Buyer supports the Seller in recall actions or regulatory measures as necessary.

10.6 The Buyer must provide the Seller with proof of compliance with legal regulations (e.g., disposal certificates) upon request.

11. Ethical Standards

11.1 The Seller commits to complying with ethical and social standards, particularly avoiding discrimination, forced or child labor, corruption, and bribery throughout the supply chain.

11.2 The Buyer undertakes to comply with these standards and inform the Seller of violations in its own supply chain.

11.3 In case of material violations of these standards, the Seller may terminate the business relationship after prior written warning and unsuccessful expiry of a reasonable grace period or claim damages.

12. Final Provisions

12.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 The place of performance for all obligations is Munich, Germany, unless otherwise agreed.

12.3 The place of jurisdiction for all disputes is Munich, Germany, provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany. The Seller is entitled to sue the Buyer at its general place of jurisdiction.

12.4 The Buyer authorizes the Seller to process personal data in accordance with the General Data Protection Regulation (GDPR) as necessary for contract performance. Further information is available in the Seller’s privacy policy at