General Terms and Conditions of AlphaRail Company GmbH for Business Customers

1. Scope; General Provisions

1.1 These General Terms and Conditions („GTC“) contain the exclusively applicable terms between you and us, AlphaRail Company GmbH, Tübinger Straße 93, 70178 Stuttgart, Germany, for all contracts, deliveries, services, and offers concluded between you (hereinafter „you“ or the „Customer“) and us. These GTC are an integral part of all contracts concluded with you regarding our offered deliveries or services.

1.2 These GTC apply only if you are an entrepreneur (Section 14 of the German Civil Code [BGB]), a legal entity under public law, or a special fund under public law.

1.3 General terms and conditions of yours or of a third party shall not apply, even if we do not object to their validity in an individual case. Even if we refer to a letter that contains or refers to your general terms and conditions, this does not constitute agreement to the validity of your general terms and conditions.

1.4 Legally significant declarations and notices to be submitted by you to us after the conclusion of the contract (e.g., setting deadlines, notices of defects, declaration of withdrawal or reduction) require at least text form to be effective. Statutory formal requirements and further evidence, particularly in case of doubts regarding the legitimacy of the declarant, remain unaffected.

2. Offer and Conclusion of Contract

2.1 A contract between you and us is only concluded upon our submission of an express separate declaration of acceptance, which occurs via fax, email, in writing, or by sending the ordered goods.

2.2 Our information regarding the subject matter of the delivery or service (e.g., weights, dimensions, tolerances, and technical data) as well as our depictions thereof (e.g., illustrations) are only approximately authoritative, unless the usability for the contractually intended purpose requires exact conformity. They are not warranted characteristics, but rather descriptions or designations of the delivery or service. Customary commercial deviations and deviations resulting from legal regulations or representing technical improvements are permissible, provided they do not impair the usability for the contractually intended purpose.

2.3 We retain title and copyright to all drawings, illustrations, calculations, brochures, catalogs, models, tools, or other documents and aids provided to the Customer. The Customer shall not make these items accessible to third parties, disclose them, use or reproduce them itself or through third parties, either as such or in terms of content, without our express consent. Upon our request, the Customer shall return these items to us in full and destroy any copies made if they are no longer required by the Customer in the ordinary course of business or if negotiations do not resoult in the conclusion of a contract.

3. Prices and Payment; Default in Payment; Set-off and Right of Retention

3.1 The prices apply to the scope of services and deliveries listed in the order confirmations. The prices are in EURO ex works plus packaging, statutory value-added tax, any transport costs and transport insurance, for export deliveries customs duties as well as fees and other public charges.

3.2 Invoice amounts are to be paid within the agreed payment period. The date of receipt by us is decisive for the payment date.

3.3 Invoices may be sent by mail or electronically by email at our discretion. Electronic invoices will be sent to the Customer by email to the email address provided by the Customer. The Customer shall notify us immediately of any change to the email address designated for electronic invoice delivery.

3.4 In the event of default in payment, you shall pay default interest at a rate of 9 (nine) percentage points above the respective base interest rate per annum. Furthermore, we may charge a lump sum of EUR 40. We reserve the right to assert higher interest and/or further damages. The lump sum pursuant to sentence 2 shall be credited against any owed damages, insofar as the damage is based on costs of legal prosecution. Towards merchants, our claim to the commercial default interest (Section 353 of the German Commercial Code [HGB]) remains unaffected.

3.5 We are entitled to execute or perform outstanding deliveries or services only against advance payment or security if, after the conclusion of the contract, circumstances become known to us that are likely to significantly reduce your creditworthiness and which jeopardize the payment of our outstanding claims by you from the respective contractual relationship.

3.6 You have rights of set-off and retention only insofar as your claim is acknowledged by us, undisputed, legally established, or you are entitled to defect rights.

4. Delivery and Delivery Time; Default in Acceptance; Self-Delivery Reservation; Delay in Delivery

4.1 Deliveries by us are made ex works. At your request and expense, we will ship the goods to another destination. Unless otherwise specified, we are entitled to determine the method of shipment (in particular, transport company, shipping route, and packaging).

4.2 Partial deliveries and services by us are permissible taking our interests into account, unless they are unreasonable for you. Unreasonableness exists in particular if the partial delivery causes you significant additional effort or additional costs, the partial delivery is not usable by you within the context of the contractually intended purpose, or the delivery of the remaining ordered goods is not ensured.

4.3 The delivery period is agreed individually or indicated by us upon acceptance of the order. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier, or another third party commissioned with transport.

4.4 Compliance with our delivery obligation requires the timely and proper fulfillment of the obligations by the Customer. If this is not the case, the delivery period shall be extended by the delay caused by the Customer. The defense of non-performance of the contract remains reserved.

4.5 If the Customer is in default of acceptance, fails to perform a necessary act of cooperation, or if our delivery is delayed for other reasons attributable to the Customer, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs).

4.6 If ordered goods are unavailable because we are not supplied by our supplier without our fault, we may withdraw from the contract. In this case, we will inform you immediately and promptly refund any consideration already provided.

4.7 Serious, unforeseeable, and unavoidable events even when exercising the utmost care, such as in particular:

• force majeure;
  • industrial disputes, civil unrest, warlike or terrorist conflicts, mutiny, blockade, embargo, epidemics/pandemics not culpably caused;
  • fire/explosion/flooding not attributable to the party; or
  • technical problems of the internet not influenceable by a party; this does not apply if and insofar as we are also offering the telecommunication service,

which make the performance of the service (wholly or partially, permanently or temporarily) impossible, shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This also applies insofar as any of our suppliers and/or vicarious agents are affected by serious events and we are therefore unable to perform our service in whole or in part. In such cases, any delivery periods shall be extended by a reasonable amount. The new delivery period will be communicated to you. Each party shall notify the other of the occurrence and end of a serious event without delay. If the service is not available even within the new delivery period, we are entitled to withdraw from the contract in whole or in part. We will promptly refund any consideration already provided by the Customer.

4.8 Your claims for damages or reimbursement of futile expenses in the event of delay in delivery or impossibility exist in accordance with Section 7.

5. Place of Performance; Transfer of Risk

5.1 The place of performance for all obligations arising from the contractual relationship is Stuttgart, unless otherwise specified.

5.2 If the goods are shipped at your request, this is at your risk. The risk passes to you no later than upon handover of the delivery item to the forwarding agent, carrier, or other third party designated to carry out the shipment. If the transport is delayed for reasons within your sphere, the risk passes to you as soon as the delivery is ready for shipment and we have notified you thereof. This also applies if partial deliveries are made or we have assumed other services (e.g., shipping).

5.3 The shipment will be insured by us against theft, breakage, transport, fire, and water damage or other insurable risks only upon your express request and at your expense.

6. Warranty

6.1 For your rights regarding material defects and defects of title (including incorrect delivery and short delivery), the statutory provisions apply, unless otherwise specified below. In all cases, statutory special provisions for the final delivery of goods to a consumer, as well as any warranties given by us or third-party manufacturers, remain unaffected.

6.2 The basis of our liability for defects is primarily the agreement made regarding the quality and the intended use of the goods (including accessories and instructions). If the quality was not agreed upon, the statutory regulation shall be used to determine whether a defect exists or not (Section 434 (3) BGB).

6.3 For goods with digital elements or other digital content, we only owe the provision and, if applicable, an update of the digital content if this expressly results from a quality agreement pursuant to Section 6.2. We do not assume any liability in this respect for public statements made by the manufacturer or other third parties.

6.4 We are generally not liable for defects that you knew or grossly negligently did not know at the time of contract conclusion (Section 442 BGB). If it is a commercial transaction for both parties, your defect claims are subject to compliance with your statutory inspection and notification obligations pursuant to Sections 377, 381 HGB. If a defect becomes apparent during inspection of the purchased item or later, notice thereof must be given to us in writing without delay, whereby sending the notice in time is sufficient to meet the deadline. Regardless of this inspection and notification obligation, you must report obvious defects (including incorrect delivery and short delivery) in writing without delay, whereby sending the notice in time is also sufficient to meet the deadline. If you fail to properly inspect and/or give notice of defects, our liability for the defect not reported or not reported in time is excluded.

6.5 If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in an individual case, the buyer may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

6.6 We are entitled to make the owed subsequent performance dependent on you having paid the due purchase price. However, you are entitled to retain a reasonable part of the purchase price in proportion to the defect.

6.7 You shall grant us the time and opportunity necessary for the owed subsequent performance, in particular to hand over the objected goods for inspection purposes. In the case of replacement delivery, you shall return the defective item upon our request in accordance with the statutory provisions; however, you have no right to demand return. Subsequent performance does not include the removal, dismantling, or deinstallation of the defective item nor the installation, attachment, or installation of a defect-free item if we were not originally obliged to perform these services; your claims for reimbursement of corresponding costs („removal and installation costs“) remain unaffected.

6.8 The costs necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as, if applicable, removal and installation costs, shall be borne or reimbursed by us in accordance with the statutory provisions and these GTC if a defect actually exists. However, if your request for defect rectification proves to be unjustified, we may demand reimbursement of the costs incurred as a result.

6.9 To limit our product liability, the Customer is obliged to provide us immediately with all information available to it that suggests the existence of defects. The Customer shall support us immediately and comprehensively in any recall campaigns that we may be legally obliged to carry out and shall ensure the traceability of the goods sold by it.

6.10 The buyer’s claims for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c S. 2, 327 (5), 327u BGB). Claims for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the case of defects in the goods only in accordance with the following Sections 7 and 8 and are otherwise excluded.

7. Other Liability

7.1 We are liable – regardless of the legal basis – for damages or reimbursement of futile expenses in accordance with the following provisions in Sections 7.2 to 7.6.

7.2 Unless otherwise provided in these GTC, including the provisions of this Section 7, we are liable for the breach of contractual and non-contractual duties in accordance with the relevant statutory provisions.

7.3 We are liable for damages – regardless of the legal basis – in cases of intent or gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations of liability (e.g., diligence in one’s own affairs; insignificant breach of duty), only:
7.3.1 for damages resulting from injury to life, body, or health,
7.3.2 for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is a prerequisite for the proper performance of the contract and on whose compliance you regularly rely and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

7.4 The limitations of liability resulting from Section 7.3 do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods, as well as in the case of liability under the Product Liability Act.

7.5 The provisions of this Section 7 apply correspondingly to the reimbursement of futile expenses.

7.6 Insofar as liability for damages against us is excluded or limited, this also applies to the personal liability for damages of our legal representatives and vicarious agents.

8. Limitation Period

8.1 The limitation period for claims arising from material defects and/or defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

8.2 For claims under the Product Liability Act, in cases of intent or fraud, gross negligence, in cases of supplier recourse pursuant to Sections 478, 479 BGB, the special provisions of Sections 438 (1) Nos. 1 and 2 BGB, Sections 444, 445b BGB, or in cases of injury to life, body, or health, the statutory limitation period applies.

8.3 The aforementioned limitation periods under sales law also apply to your contractual and non-contractual claims for damages that are based on a defect in the goods, unless the application of the regular statutory limitation period would result in a shorter limitation period in an individual case. The limitation periods of the Product Liability Act remain unaffected in any case.

8.4 Otherwise, only the statutory limitation periods apply to the buyer’s claims for damages pursuant to Section 7.

9. Retention of Title

9.1 We retain title to the goods (hereinafter „Retained Goods“) until receipt of all claims to which we are entitled from the purchase contract and the business relationship with you, including future claims. In the event of conduct by you contrary to the contract, particularly in case of default in payment, we are entitled to reclaim the Retained Goods. Our reclamation of the Retained Goods constitutes a withdrawal from the contract. After reclaiming the Retained Goods, we are entitled to realize their value; the proceeds of realization shall be credited against your liabilities to us – less reasonable realization costs.

9.2 In the event of seizures or other interventions by third parties, you shall notify us in writing immediately.

9.3 You are authorized to resell the Retained Goods in the ordinary course of business; you hereby assign to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against your customers or third parties, regardless of whether the Retained Goods have been resold without or after processing. We hereby accept this assignment. Even after the assignment, you remain authorized to collect this claim. Our right to collect the claim ourselves remains unaffected thereby. However, we undertake not to collect the claim as long as you meet your payment obligations from the proceeds received, are not in default in payment, and in particular, no application for the opening of insolvency proceedings has been filed or cessation of payments exists. However, if this is the case, we may demand that you disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment.

9.4 Any processing or transformation of the Retained Goods by you shall always be carried out for us. If the Retained Goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the Retained Goods (final invoice amount including VAT) to the other processed items at the time of processing. Otherwise, the same shall apply to the new item created by processing as to the Retained Goods.

9.5 If the Retained Goods are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the Retained Goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the Retained Goods are combined or mixed in such a way that your item is to be considered the main item, you and we already agree now that you shall transfer proportional co-ownership of this item to us. We hereby accept this transfer. The sole ownership or co-ownership of an item thus created shall be stored by you for us.

9.6 In the event of seizure of the Retained Goods by third parties or other interventions by third parties, you must indicate our ownership and notify us immediately in writing so that we can enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this context, you shall be liable for these costs.

9.7 If you request it, we are obliged to release the securities to which we are entitled insofar as their realizable value exceeds the value of our outstanding claims against you by more than 10%. However, we are entitled to choose which securities to release.

9.8 If the retention of title or other security rights mentioned in this Section 9 are ineffective or unenforceable due to mandatory foreign legal provisions, a security corresponding to the retention of title or the respective security right shall be deemed agreed. The Customer shall cooperate in all necessary measures required to establish and maintain such security.

10. Jurisdiction; Applicable Law

10.1 If you are a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law, if you have no general jurisdiction within the country, or if you move your place of business abroad after the conclusion of the contract, the place of jurisdiction for any disputes arising from the business relationship between us and you is Stuttgart. Mandatory statutory provisions regarding exclusive jurisdictions remain unaffected.

10.2 The relationship between us and the Customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

As of: March 2026