General Terms and Conditions for Engineering Services of Gustav Seeland GmbH (hereinafter “Seeland”)

1. Scope of Application, General Provisions

1.1 These General Terms and Conditions for Engineering Services (hereinafter “GTC Engineering”) form an integral part of all contracts entered into by Seeland with the contracting partner for the provision of engineering services. They shall also apply to all future contracts with the same contracting partner, without the need for their applicability to be expressly agreed again in each individual case.

1.2 These GTC Engineering shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the contracting partner shall only become part of the contract if and to the extent that Seeland has expressly agreed to their applicability in writing. This requirement of consent shall also apply if Seeland performs services without reservation in knowledge of the contracting partner’s terms and conditions.

1.3 All offers made by Seeland are subject to change and non-binding until a written order confirmation has been issued. A binding order for Seeland shall only come into existence upon Seeland’s written order confirmation.

1.4 Declarations and notifications of legal relevance to be made by the contracting partner after conclusion of the contract (e.g. setting of deadlines, notices of defects, declarations of withdrawal or reduction of remuneration) shall require text form (e.g. email, telefax) to be effective.

2. Prices, Payment Terms

2.1 Unless otherwise agreed in individual cases, the prices of Seeland valid at the time of conclusion of the contract shall apply.

2.2 All prices are exclusive of the applicable statutory value-added tax (VAT).

2.3 Unless otherwise agreed, Seeland’s services shall be invoiced on the basis of lump-sum prices. Seeland shall, however, be entitled to issue partial invoices corresponding to the progress of performance.

2.4 Unless otherwise agreed, invoice amounts shall be paid in full without deductions within ten days of the invoice date. If the contracting partner fails to pay an invoice within a payment deadline specified by Seeland, the contracting partner shall be in default without the need for a reminder.

2.5 The contracting partner shall only be entitled to rights of set-off or retention insofar as the corresponding claims have been finally adjudicated or are undisputed.

3. Services Provided by Seeland

3.1 Seeland shall perform its services with customary professional care, in accordance with the generally recognized rules of technology, and taking into account location- and application-specific influences and conditions.

3.2 Seeland shall be entitled to engage qualified third-party service providers, in whole or in part, for the performance of its services.

3.3 Seeland shall comply with reasonable requests for changes made by the contracting partner within the scope of available operational capacities and subject to an appropriate adjustment of scheduling and remuneration.

3.4 To the extent that individual elements of Seeland’s services require official or other approvals, the examination of approvability shall not form part of the scope of services.

4. Obligations of the Contracting Partner

4.1 The contracting partner shall provide Seeland, in a timely, complete and accurate manner, with all documents and information required for the performance of the services, in particular precise technical, operational, facility-specific and other application- and environment-related data. In the event of changes to the underlying conditions, the contracting partner shall inform Seeland without delay.

4.2 Where required, the contracting partner shall grant Seeland access to properties, business premises and other facilities and shall support Seeland through suitable personnel in collecting the data and information necessary for the performance of the services.

4.3 The application for and procurement of any required official or other approvals shall be the responsibility of the contracting partner.

5. Work Results and Rights of Use

5.1 Work results created by Seeland, in particular concepts, plans, technical documents and documentation, analyses, simulations, graphical representations and animations, are protected by copyright, irrespective of the file format. Any publication in whole or in part, as well as repeated use by the contracting partner, shall only be permissible with Seeland’s consent.

5.2 Work results handed over by Seeland to the contracting partner may only be used by the contracting partner for the agreed type of use and within the contractually agreed scope.

5.3 The transfer of work results by the contracting partner to third parties shall be permissible insofar as this serves the purpose of applying and implementing Seeland’s services within the scope of the agreed type of use. Any further disclosure to third parties and any transfer of granted rights of use to third parties shall require Seeland’s prior written consent.

5.4 Any rights of use beyond the foregoing shall remain exclusively with Seeland. Without prejudice to the contracting partner’s rights of use pursuant to Clause 5.2, Seeland shall be entitled to use ideas, findings, methods, concepts, acquired know-how and the like developed in the course of providing the services for further developments and services, including for other customers.

6. Warranty

6.1 Work results and comparable verifiable services provided by Seeland shall be inspected by the contracting partner without delay. Obvious defects shall be reported by the contracting partner within two weeks of receipt of the service; non-obvious defects within two weeks of their discovery. Upon expiry of these periods, Seeland’s services shall be deemed approved.

6.2 Services provided by Seeland are based on the circumstances existing at the time of performance. The results of route inspections are derived from the findings at the time of the measurement run and may subsequently be subject to change due to external influences (weather conditions, construction measures, etc.). Recommendations derived from inspection results therefore apply only on the condition that route conditions remain unchanged. Subsequent changes in factual circumstances or legal frameworks shall be taken into account by the contracting partner at its own responsibility.

6.3 Where Seeland prepares swept path analyses as part of its services, this shall be carried out on the basis of model-based representations of the respective transport, whereby the positioning of the load on the respective vehicle at the planned transport location is reproduced in the model and, based thereon, recommendations for traffic management measures are provided. As this is a technical approximation method whose results serve a theoretical assessment of feasibility, a wide range of real influencing factors—such as vehicle-specific characteristics, weight distribution, road conditions, weather influences and driver behavior—can only be taken into account to a limited extent. In the actual execution of the transport, it must therefore be ensured, taking into account traffic management measures, that sufficient safety distances to existing structural installations, traffic facilities and other obstacles along the planned route are maintained. Responsibility for the final assessment of actual passability and compliance with required safety distances rests with the executing company. Deviations between the modeled and actual transport situation shall be reviewed by the executing company and, where necessary, addressed by additional traffic management measures.

6.4 In all other respects, warranty rights shall be governed by the statutory provisions. The warranty period shall be 12 months, unless mandatory statutory provisions provide otherwise.

7. Liability of Seeland

7.1 In the event of a breach of duty, Seeland shall not be liable

a) for business interruptions, production downtime, loss of profit, loss of business or usage opportunities, personnel waiting times, or contractual penalties or liquidated damages payable by the contracting partner to third parties;

b) for indirect and/or consequential damages, i.e. damages not incurred to the object or asset to which Seeland’s services relate, or which do not arise directly from the breach of duty but only as a result of an additional intervening causal event, or which were not foreseeable for the contracting parties at the time of contract conclusion based on the typically expected course of events;

c) for other financial losses of the contracting partner.

7.2 The above limitations and exclusions of liability shall not apply if the damage is attributable to intent or gross negligence on the part of Seeland, its employees acting within the scope of their duties, or persons engaged by Seeland in the performance of its obligations. The same shall apply in the event of injury to life, body or health. The above limitations and exclusions of liability shall likewise not apply if the aforementioned persons have caused the damage by breaching material contractual obligations; in such case, Seeland’s liability shall be limited to the foreseeable, typical damage at the time of contract conclusion, but shall not exceed EUR 100,000.00. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting partner may regularly rely.

8. Governing Law, Place of Jurisdiction

8.1 The legal relationship between the parties shall be governed by German law, to the exclusion of all international and supranational (contractual) legal systems.

8.2 The exclusive place of jurisdiction—also for international disputes—for all disputes arising directly or indirectly from the contractual relationship shall be Seeland’s registered office in Hamburg. Seeland shall, however, also be entitled to bring legal action at the general place of jurisdiction of the contracting partner.