These General Terms and Conditions ("GTC") apply to all deliveries and services provided by HD Vision Systems GmbH, Palo-Alto-Platz 11, 69124 Heidelberg, Germany, registered with the Commercial Register of the Local Court (Amtsgericht) of Mannheim under HRB 726917 ("HDVS"), to its customers. They cover in particular the sale of machine vision and sensor systems (hardware), the provision of software, engineering and development services, feasibility studies, installation and commissioning, training and support.

§ 1Scope of Application

1. These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (the "Customer").
2. These GTC apply exclusively. Conflicting, deviating or supplementary terms and conditions of the Customer shall only become part of the contract if HDVS has expressly agreed to their application in text form. This requirement of consent applies even if HDVS performs the delivery or service without reservation in the knowledge of the Customer's terms and conditions.
3. These GTC, in their current version, also apply to all future transactions with the Customer without HDVS having to refer to them again.
4. Individual agreements with the Customer take precedence over these GTC. In the event of conflicts, the following order of precedence applies: (a) individual contractual agreement, (b) HDVS's order confirmation or quotation including the service description, (c) these GTC.
5. Legally relevant declarations and notices to be made by the Customer to HDVS (e.g. setting of deadlines, notices of defects, withdrawal, price reduction) must be made in text form (Section 126b BGB).

§ 2Quotations and Conclusion of Contract

1. Quotations by HDVS are subject to change and non-binding unless they are expressly designated as binding or contain a validity period. Unless otherwise stated in the quotation, HDVS is bound by a quotation designated as binding for 30 days from the date of the quotation.
2. The Customer's order constitutes a binding contractual offer. HDVS may accept it within 14 days of receipt by order confirmation in text form or by performing the delivery or service. The content of the contract is determined by HDVS's order confirmation.
3. Information in catalogues, data sheets, presentations, price lists or on HDVS's website (e.g. on measurement accuracy, resolution, field of view, cycle time, detection rates, dimensions, weight, interfaces) is only approximately authoritative unless it is expressly designated as binding or agreed as a characteristic in the order confirmation. Such information does not constitute a guarantee in the legal sense. HDVS reserves the right to make technical changes and product improvements provided they do not materially impair the agreed characteristics and are reasonable for the Customer.
4. HDVS reserves all ownership, copyright and other intellectual property rights in all quotations, cost estimates, concepts, drawings, test images, evaluation results, software prototypes and other documents provided to the Customer in connection with the initiation or performance of a contract. Without HDVS's express consent, the Customer may neither make these documents available to third parties nor use them for purposes other than those contractually intended. If no contract is concluded, they must be returned or deleted on request.

§ 3Scope of Performance and Limits of Use

1. The nature and scope of deliveries and services result from the order confirmation, the quotation and any service description (requirements specification / functional specification).
2. HDVS's products are components and systems for industrial machine vision. The Customer examines and is responsible for the suitability of a product for its specific application – in particular with regard to parts, surfaces, ambient conditions (light, temperature, vibration, contamination), cycle times and the integration into plants, robots and control systems – unless HDVS has expressly confirmed suitability for a specific application in text form (e.g. on the basis of a feasibility study pursuant to Section 9).
3. HDVS's products are not safety components within the meaning of the Machinery Directive 2006/42/EC or the Machinery Regulation (EU) 2023/1230 and are not intended for safety-related functions (in particular the protection of persons) unless expressly agreed in text form. The Customer or the integrator is responsible for the risk assessment, the safety concept, the conformity and the placing on the market of the complete machine or plant into which HDVS's products are integrated.
4. Partial deliveries and partial services are permitted insofar as they are reasonable for the Customer; they may be invoiced separately.
5. If the Customer requests changes to the scope of performance after conclusion of the contract, HDVS will assess the effects on price and deadlines and inform the Customer accordingly. The change only becomes binding upon agreement in text form; until then, HDVS continues to perform the service unchanged. HDVS may charge the effort for assessing change requests on a time-and-materials basis if it has informed the Customer in advance.

§ 4Prices and Payment

1. Unless otherwise agreed, prices are quoted in euros ex works Heidelberg (EXW, Incoterms 2020), excluding packaging, shipping, transport insurance, any customs duties and charges, and plus statutory value added tax at the applicable rate.
2. Unless a fixed price has been agreed, services are invoiced on a time-and-materials basis at the agreed daily or hourly rates, otherwise at HDVS's rates applicable at the time of conclusion of the contract. Travel time counts as working time; travel, accommodation and incidental expenses are invoiced separately as incurred. Effort estimates are non-binding unless expressly designated as a fixed price or cost ceiling.
3. For projects for which an acceptance has been agreed (Section 9 (5)), the payment milestones stated in the quotation or order confirmation apply. If nothing has been agreed, 40 % of the order value is due upon order confirmation, 50 % upon delivery or notification of readiness for delivery and 10 % upon acceptance. For all other deliveries of hardware or software, the full price is invoiced upon delivery.
4. Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction. Invoices are transmitted electronically. Cash discounts are granted only if expressly agreed in text form.
5. The Customer is in default upon expiry of the payment period. During the period of default, interest is charged on the claim at the statutory default interest rate of nine percentage points above the base rate; HDVS may additionally claim the lump sum pursuant to Section 288 (5) BGB. HDVS reserves the right to claim further damages caused by default.
6. The Customer may only set off counterclaims that are undisputed or have been established by a final and binding court decision. The Customer is entitled to a right of retention only insofar as its counterclaim is based on the same contractual relationship.
7. If it becomes apparent after conclusion of the contract that HDVS's claim to the consideration is jeopardised by the Customer's lack of ability to perform (e.g. application for the opening of insolvency proceedings, cessation of payments, negative credit information), HDVS is entitled pursuant to Section 321 BGB to refuse performance, to demand advance payment or security, and to withdraw from the contract after the fruitless expiry of a deadline.
8. If a delivery is agreed to take place later than four months after conclusion of the contract and HDVS's relevant costs (in particular material, component, labour or energy costs) increase significantly in the meantime, HDVS is entitled to adjust the price in proportion to the share of the increased costs in the total price. If the adjustment exceeds 10 % of the agreed price, the Customer may withdraw from the contract within 14 days of notification.

§ 5Delivery, Delivery Periods, Force Majeure

1. Delivery periods and dates are non-binding unless expressly agreed as binding in text form. The period begins upon receipt of the order confirmation, but not before all technical and commercial questions have been clarified, agreed advance payments have been received and the Customer has performed its cooperation obligations (Section 10). The period is deemed to have been met if the goods have left the works or readiness for shipment has been notified by its expiry.
2. Events of force majeure or other circumstances not attributable to HDVS which substantially impede or render impossible the delivery or service – in particular natural events, pandemics, war, civil unrest, strikes, lock-outs, official measures, embargoes and other export or sanctions restrictions, cyber attacks, energy shortages, and late or improper delivery by suppliers (e.g. of optical, electronic or semiconductor components) despite a congruent covering transaction – extend the deadlines by the duration of the impediment plus a reasonable start-up period. HDVS will inform the Customer without undue delay of the beginning and the expected end of the impediment. If the impediment lasts longer than three months, either party may withdraw from the contract with respect to the part not yet performed; claims for damages are excluded in this case.
3. The occurrence of a delay in delivery is governed by the statutory provisions; in any event, a reminder from the Customer setting a reasonable grace period is required. If HDVS is in default, the Customer may claim liquidated damages for delay of 0.5 % for each completed week of delay, but no more than 5 % in total, of the net price of that part of the delivery which cannot be put to its intended use because of the delay. HDVS reserves the right to prove that the Customer has suffered no or significantly lower damage. Further claims are governed by Section 13.
4. If the Customer is in default of acceptance or if shipment is delayed for reasons attributable to the Customer, HDVS may claim compensation for the resulting damage including additional expenses. For storage, HDVS charges a lump sum of 0.5 % of the net price of the stored goods for each commenced month, but no more than 5 % in total; both parties remain free to prove higher or lower storage costs.

§ 6Shipment and Passing of Risk

1. Delivery is made ex works Heidelberg (EXW, Incoterms 2020). At the Customer's request and expense, the goods will be shipped to another destination (sale by dispatch); unless the Customer gives instructions, HDVS chooses the mode of shipment and the carrier at its reasonable discretion.
2. The risk of accidental loss and accidental deterioration passes to the Customer at the latest upon handover to the forwarding agent, carrier or other person designated to carry out the shipment, otherwise when the goods leave the works or upon notification of readiness for shipment. This also applies to partial deliveries and even if HDVS has assumed further services such as installation or commissioning or bears the freight costs.
3. If the Customer is in default of acceptance, this is equivalent to handover.
4. At the Customer's request, HDVS will take out transport insurance at the Customer's expense. Transport damage must be documented with the carrier without undue delay and notified to HDVS.
5. For services that provide for an acceptance (Section 9 (5)), the risk passes upon acceptance.

§ 7Retention of Title

1. HDVS retains title to the delivered goods ("Reserved Goods") until full payment of all present and future claims arising from the respective contract and the ongoing business relationship with the Customer. The granting of rights of use in software is subject to the condition precedent of full payment of the agreed remuneration; until then, HDVS tolerates the use on a revocable basis.
2. Before full payment, the Reserved Goods may neither be pledged to third parties nor assigned as security. The Customer must notify HDVS without undue delay in text form if third parties access the Reserved Goods (e.g. attachment) or if applications for the opening of insolvency proceedings are filed.
3. The Customer must treat the Reserved Goods with care and insure them adequately at its own expense against fire, water, theft and other damage at replacement value.
4. In the event of conduct by the Customer in breach of contract, in particular default of payment, HDVS is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the Reserved Goods. A demand for return does not at the same time constitute a declaration of withdrawal unless HDVS expressly declares it.
5. The Customer is authorised to resell and/or process the Reserved Goods in the ordinary course of business as long as it is not in default of payment. In this case, the following applies in addition:
   1. The retention of title extends to the products created by processing, mixing or combining the Reserved Goods at their full value, HDVS being deemed the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain in place, HDVS acquires co-ownership in proportion to the invoice values.
   2. The Customer hereby assigns to HDVS by way of security all claims against third parties arising from the resale of the goods or the product, in full or in the amount of HDVS's co-ownership share. HDVS accepts the assignment.
   3. The Customer remains authorised, alongside HDVS, to collect the claim. HDVS undertakes not to collect the claim as long as the Customer meets its payment obligations, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to perform. If this is the case, HDVS may demand that the Customer discloses the assigned claims and their debtors, provides all information required for collection and hands over the relevant documents.
6. If the realisable value of the securities exceeds the secured claims by more than 10 %, HDVS will release securities of its choice at the Customer's request.

§ 8Software and Rights of Use

1. "Software" within the meaning of these GTC means the programs, firmware, libraries, configuration and model files provided by HDVS together with the associated documentation, whether as standard software (e.g. the LumiScan products), as firmware integrated into hardware, or as software adapted or developed for the Customer (custom software).
2. Upon full payment of the agreed remuneration, the Customer receives the simple, non-exclusive right to use the Software for its own business purposes within the contractually agreed scope (in particular with regard to the number of devices, cameras, installations, users or activated functional modules). The right of use is unlimited in time if the Software is purchased and limited to the term of the contract if it is provided on a subscription or rental basis. Firmware may only be used on the hardware for which it was delivered. The Customer may make one backup copy, which must be marked as such.
3. The Customer is not permitted to:
   1. reproduce the Software beyond the agreed scope, rent it out, lend it, sublicense it, make it publicly available or provide it to third parties – including as software-as-a-service;
   2. decompile, disassemble or otherwise reverse engineer the Software, except to the extent mandatorily permitted under Sections 69d and 69e of the German Copyright Act (UrhG) and provided the Customer has previously requested the necessary information from HDVS without success;
   3. remove, circumvent or modify licence keys, dongles, activation or other protection mechanisms;
   4. remove or alter copyright notices, marks or serial numbers.
4. The Software may only be transferred to third parties together with the hardware for which it was acquired, and only if the Customer completely ceases its own use, deletes all copies and the third party undertakes to comply with these terms of use. Rights of use under subscription or rental agreements are non-transferable.
5. In custom software and other work results, the Customer receives a simple right of use, unlimited in time, for the contractually intended purpose. All rights in the tools, libraries, frameworks, algorithms, methods, model architectures and other know-how contributed by HDVS or further developed in the course of the order remain with HDVS; HDVS may use them without restriction for other customers as well. A transfer of source code or exclusive rights requires a separate agreement in text form.
6. Image, measurement and training data provided by the Customer remain the property of, or under the control of, the Customer. HDVS may use them exclusively for the performance of the contractual services. Any use of such data for the general improvement of HDVS's products requires a separate agreement.
7. Updates, upgrades, new versions, software maintenance and support are owed only on the basis of a separate agreement (e.g. maintenance or support contract). The remedying of defects under Section 11 remains unaffected. HDVS may require the installation of the current previous version as a prerequisite for updates.
8. The Software may contain open-source components and third-party software. These are governed primarily by their respective licence terms, which HDVS provides to the Customer together with the Software or on request. Third-party software (e.g. operating systems, runtime environments, platform apps) is additionally subject to the licence terms of the respective manufacturer.
9. The documentation is provided in electronic form. The Customer is responsible for using the Software only in the hardware and software environment approved by HDVS.

§ 9Services, Development Work, Acceptance

1. HDVS provides consulting, feasibility studies, engineering, application development, installation, commissioning, training and support as services in accordance with the state of the art. A specific result (work performance) is owed only if expressly agreed in text form, in particular by acceptance criteria or a service description designated as a contract for work.
2. Feasibility studies are carried out under laboratory or test conditions with the samples provided by the Customer. Their result is a professional assessment based on the samples and boundary conditions examined. HDVS only warrants that the results will be achieved under the Customer's series or field conditions if this is expressly agreed. The Customer ensures that the samples are representative of series production. Samples are returned at the Customer's request and expense; HDVS may dispose of samples not reclaimed within three months of completion of the study after prior notice.
3. HDVS performs development work on the basis of the agreed service description. Where invoicing is on a time-and-materials basis, HDVS will inform the Customer as soon as it becomes foreseeable that a communicated effort estimate will be exceeded by more than 15 % and will agree the further procedure with the Customer.
4. For on-site services, the Customer provides access to plants, robots, control systems and networks, the necessary equipment and knowledgeable contact persons, and informs HDVS of the safety and access regulations applicable at the site. Waiting times and abortive journeys attributable to the Customer are invoiced on a time-and-materials basis.
5. Where an acceptance is agreed or provided for by law (in particular for custom software and for systems with agreed acceptance criteria), the following applies: HDVS notifies readiness for acceptance; acceptance takes place on the basis of the agreed acceptance criteria or test cases. The Customer must carry out and declare acceptance within ten working days of notification of readiness for acceptance. The service is deemed accepted if the Customer does not notify material defects in text form within this period or puts the service into productive use. Immaterial defects do not entitle the Customer to refuse acceptance; they are remedied under the warranty for defects. Self-contained partial services may be accepted separately.
6. Training courses are held on the agreed dates. If the Customer cancels a date later than five working days before the date, HDVS may charge 50 % of the agreed remuneration, and 100 % in the event of cancellation on the previous day or non-attendance, in each case plus travel expenses already incurred; the Customer remains free to prove lower damage.
7. The Customer must call off installation, integration and commissioning services within six months of delivery of the associated hardware or software and provide HDVS with the dates and cooperation (Section 10) required for this purpose. If the call-off is not made in time, HDVS may set the Customer a reasonable grace period of at least four weeks. Upon fruitless expiry of the grace period, (a) the remuneration agreed for these services becomes due less the expenses saved, (b) an agreed acceptance milestone is deemed to have been reached so that the remuneration attributable to it becomes due, and (c) the limitation period under Section 11 (8) for the delivered hardware and software begins upon expiry of the grace period. If the Customer calls off the service at a later date, HDVS performs it subject to availability against reimbursement of the additional effort caused by the delay (in particular re-familiarisation, changed plant or software versions) at the agreed rates, otherwise at the customary rates.

§ 10Cooperation of the Customer

1. The Customer provides HDVS in good time and free of charge with all information, documents, parts and samples, interface and control system descriptions, CAD data, access rights and approvals required for the performance of the services, and names a knowledgeable contact person authorised to make binding decisions.
2. The Customer is responsible for backing up its data, for the security of its IT systems and networks, and for approving remote access. HDVS sets up remote maintenance access only upon the Customer's express approval and via the channels specified by the Customer.
3. If the Customer fails to perform its cooperation obligations, or does not perform them in time or in accordance with the contract, agreed deadlines are extended accordingly. HDVS may charge the resulting additional effort at the agreed rates, otherwise at the customary rates. Further statutory rights remain unaffected.

§ 11Material Defects

1. The Customer's rights in the event of material defects and defects of title are governed by the statutory provisions unless otherwise provided below. The basis of the liability for defects is the agreed quality as set out in the order confirmation, the service description and the data sheets designated as binding. Public statements by HDVS, by the manufacturer of supplied components or by third parties (e.g. advertising statements) do not constitute an agreement on quality.
2. The Customer's claims for defects require that it has complied with its statutory duties of inspection and notification (Section 377 of the German Commercial Code, HGB). The delivered goods must be carefully inspected without undue delay after delivery. Obvious defects must be notified in text form within seven working days of delivery, hidden defects without undue delay after their discovery. If the Customer fails to give notice, HDVS's liability for the defect not notified is excluded.
3. If the goods or services are defective, HDVS may at its option remedy the defect (rectification) or deliver or perform free of defects (replacement). Rectification may also be effected by providing a software update, a new program version or – insofar as reasonable – a workaround, as well as by means of remote maintenance. The right to refuse subsequent performance under the statutory conditions remains unaffected. HDVS must be given the necessary time and opportunity for subsequent performance; on request, the Customer must hand over the goods complained of for inspection purposes and, in the case of software, provide a comprehensible description of the error as well as the necessary log and image data.
4. HDVS bears the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, provided that a defect actually exists. Additional costs arising from the goods having subsequently been moved to a location other than the agreed place of delivery are borne by the Customer, unless the relocation corresponds to the intended use. If a demand for the remedying of a defect proves to be unjustified, HDVS may demand reimbursement from the Customer of the costs incurred (in particular inspection and transport costs), unless the absence of a defect was not recognisable to the Customer.
5. If subsequent performance fails, or if a reasonable deadline set by the Customer has expired without result or is dispensable under the statutory provisions, the Customer may withdraw from the contract or reduce the price. There is no right of withdrawal in the case of an immaterial defect. Claims for damages are governed by Section 13.
6. No claims for defects exist in the case of natural wear and tear, of only an immaterial deviation from the agreed quality or an only immaterial impairment of usability, or of damage or malfunctions occurring after the passing of risk as a result of incorrect or improper handling, failure to observe the documentation, operation outside the specified ambient or operating conditions, unsuitable operating materials, incorrect parameterisation, modifications or repairs by the Customer or third parties, use of hardware or software not approved by HDVS, or other special external influences not provided for in the contract.
7. In the case of software, a defect exists only if the software reproducibly deviates from the agreed quality or the documentation and this impairs use more than immaterially. HDVS is not liable for programs created or modified by the Customer itself (e.g. application logic, scripts, parameter sets).
8. The limitation period for claims for defects is twelve months from delivery or, where an acceptance is provided for, from acceptance, but at the latest from the point in time determined in Section 9 (7). This does not apply insofar as the law prescribes longer periods under Sections 438 (1) no. 2, 445b and 634a (1) no. 2 BGB, in the event of intent or fraudulent concealment of a defect, in the event of the assumption of a guarantee of quality, and for claims under Section 13 (1) and (2); in these cases, the statutory periods apply.
9. HDVS assumes guarantees in the legal sense only if they are expressly designated as such in text form.
10. Recourse claims of the Customer under Section 445a BGB exist only insofar as the Customer has not entered into agreements with its purchaser going beyond the statutory claims for defects.

§ 12Defects of Title and Third-Party Intellectual Property Rights

1. HDVS is obliged to make the delivery free of industrial property rights and copyrights of third parties ("IP Rights") for the country of the agreed place of delivery. If a third party asserts justified claims against the Customer for infringement of IP Rights by deliveries of HDVS used in accordance with the contract, HDVS will, at its option and expense, either obtain a right of use for the delivery concerned, modify it so that the IP Right is not infringed, or replace it. If this is not possible on reasonable terms, the Customer is entitled to the statutory rights of withdrawal or price reduction; damages are governed by Section 13.
2. The obligations under paragraph 1 exist only if the Customer informs HDVS without undue delay in text form of the claims asserted, does not acknowledge an infringement, and all defensive measures and settlement negotiations are reserved to HDVS.
3. Claims of the Customer are excluded insofar as it is responsible for the infringement of IP Rights or insofar as the infringement is based on its specifications, on an application not foreseeable by HDVS, on a modification of the delivery by the Customer, or on its use together with products not supplied by HDVS.
4. The Customer indemnifies HDVS against claims of third parties based on HDVS having delivered or performed in accordance with specifications, drawings, data or materials of the Customer.
5. In all other respects, the provisions of Section 11 apply mutatis mutandis to defects of title.

§ 13Liability

1. HDVS is liable without limitation for damage resulting from injury to life, body or health, for damage based on intent or gross negligence on the part of HDVS, its legal representatives or vicarious agents, in the event of fraudulent concealment of a defect, to the extent of a guarantee assumed, and under the German Product Liability Act (Produkthaftungsgesetz).
2. In the event of a slightly negligent breach of a material contractual obligation, HDVS is liable – except in the cases of paragraph 1 – only for the damage typical of the contract and foreseeable at the time of conclusion of the contract. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract in the first place and on whose observance the Customer regularly relies and may rely.
3. Any further liability of HDVS is excluded. In particular, HDVS is not liable – except in the cases of paragraphs 1 and 2 – for indirect and consequential damage such as loss of profit, interruption of production or operations, rejects, recall costs or contractual penalties owed by the Customer to third parties.
4. In the event of loss of data, HDVS is liable – except in the cases of paragraph 1 – only for the effort required to restore the data on the basis of proper and regular data backups by the Customer.
5. Recommendations and advice by HDVS on the selection, use or integration of products do not give rise to any liability beyond the contract; the decision on use in the specific application is made by the Customer (Section 3 (2) and (3)).
6. The above limitations of liability also apply in favour of the corporate bodies, employees, representatives and vicarious agents of HDVS as well as to claims in tort.
7. Claims for damages due to a defect become time-barred in accordance with Section 11 (8). In all other respects, the statutory limitation periods apply.
8. The above provisions do not entail a reversal of the burden of proof to the detriment of the Customer.

§ 14Confidentiality, Data Protection, References

1. The parties undertake to keep confidential all confidential information of the other party obtained in the course of the business relationship – in particular technical documents, part and process information, image data, algorithms, source code, prices and quotation contents – to use it only for the purposes of the contract, and to make it available only to those employees and advisers who need it for the performance of the contract and are bound accordingly. This obligation applies for a period of five years after termination of the respective contract.
2. The confidentiality obligation does not apply to information that is demonstrably generally known or becomes generally known through no fault of the receiving party, was already known to the receiving party, was developed by it independently or lawfully obtained from third parties, or must be disclosed by virtue of a statutory or official order. More extensive confidentiality agreements remain unaffected.
3. HDVS processes personal data of the Customer and its contact persons in accordance with the GDPR and the German Federal Data Protection Act (BDSG); details are set out in HDVS's privacy policy. If image or video data provided by the Customer contain personal data (e.g. employees depicted), the Customer ensures that HDVS may lawfully process such data; where necessary, the parties will conclude a data processing agreement.
4. HDVS may name the Customer as a reference customer, stating its name and logo. HDVS will publish a description of the project or application only with the Customer's prior consent. The Customer may object to being named as a reference at any time in text form.

§ 15Export Control

1. HDVS's deliveries and services may be subject to the export control and sanctions regulations of the Federal Republic of Germany, the European Union, the United States of America or other states. Performance of the contract is subject to the proviso that no such regulations and no required but not yet granted authorisations stand in its way.
2. When passing on, exporting or transferring the delivered products, software and technology, and when passing on work results, the Customer is obliged to comply with the applicable export control and sanctions regulations and to obtain any required authorisations itself. On request, the Customer informs HDVS of the end use and the intended purpose.
3. Delays caused by export checks or authorisation procedures suspend deadlines. If a required authorisation is not granted or if the delivery is not permitted due to sanctions, HDVS may withdraw from the contract; claims for damages by the Customer are excluded in this respect.

§ 16Final Provisions

1. These GTC and all legal relationships between HDVS and the Customer are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.
2. Unless otherwise agreed, the place of performance for all deliveries and services is Heidelberg, Germany.
3. If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Heidelberg, Germany. HDVS is, however, also entitled to bring action against the Customer at its general place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.
4. The Customer may transfer rights and obligations under the contract to third parties only with HDVS's consent; Section 354a HGB remains unaffected.
5. Amendments and supplements to the contract must be made in text form; this also applies to the waiver of this text form requirement. There are no oral side agreements.
6. Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.
7. This English version is a convenience translation. In the event of discrepancies between the German version of these GTC and this or any other translation, the German version prevails.