AGB

General Terms and Conditions of Sale and Delivery
of IT-AT GmbH for Deliveries and Services
for use in business transactions with business customers
Version: valid from 1 July 2026

Article 1: Scope, General Provisions
1. These General Terms and Conditions of Sale and Delivery shall apply exclusively to all deliveries and services provided by IT-AT GmbH (“IT-AT”) to its customers (“Purchaser”) in business transactions with business customers. Any deviating, conflicting or supplementary terms of the Purchaser shall only become part of the contract if and to the extent IT-AT has expressly agreed to them in writing. The scope of the delivery shall be determined by the congruent written declarations of both parties, in particular IT-AT’s order confirmation.
2. IT-AT reserves without restriction all proprietary rights, copyrights and rights of use and exploitation in quotations, cost calculations, drawings, bills of materials, parametrisation data and other documents. Such documents may not be made available to third parties without IT-AT’s prior consent and shall be returned without undue delay upon request if the order is not placed with IT-AT. The same applies mutatis mutandis to documents of the Purchaser; however, such documents may be made available to third parties to whom IT-AT permissibly transfers the delivery (e.g. manufacturers, logistics partners).
3. With respect to standard software and firmware forming part of a delivery (e.g. gateway or controller firmware), the Purchaser shall have the non-exclusive right to use the same, in unchanged form and with the agreed performance characteristics, on the agreed equipment. Unless expressly agreed otherwise, the Purchaser may create one backup copy of the standard software.
4. Partial deliveries shall be permissible insofar as they are reasonable for the Purchaser.
5. The term “claims for damages” as used in these Terms shall also include claims for
reimbursement of futile expenses.

Article 2: Prices, Terms of Payment and Set-Off
1. Prices are quoted ex works or ex warehouse, excluding packaging and the applicable
statutory value added tax (VAT).
2. If IT-AT has agreed to provide additional services such as pre-configuration,
parametrisation, commissioning support or training, the Purchaser shall, unless otherwise
agreed, bear the necessary ancillary costs for such services, including travel expenses, in
addition to the agreed remuneration.
3. Payments shall be made without deduction and free of charge to the account designated
by IT-AT.
4. IT-AT shall be entitled to assign, in whole or in part, any claims arising from the business
relationship to third parties.
5. The assignment of claims of the Purchaser against IT-AT, as well as the transfer of rights
and obligations arising from the business relationship, shall require IT-AT’s prior consent.
6. The Purchaser may set off only such claims as are undisputed or have been finally
adjudicated by a court of law.

Article 3: Retention of Title
1. Items comprising the deliveries (“Reserved Goods”) for which the purchase price
becomes due immediately, or for which a payment term of up to and including 30 days
after delivery or receipt of invoice has been agreed, shall remain the property of IT-AT until
full payment has been received.
2. In all other cases, the Reserved Goods shall remain the property of IT-AT until all claims
arising from the business relationship against the Purchaser have been satisfied in full. If
the value of the security interests to which IT-AT is entitled exceeds the secured claims by
more than 20%, IT-AT shall, at the Purchaser’s request, release corresponding security
interests of its choosing.
3. During the period of retention of title, the Purchaser may neither pledge the Reserved
Goods nor transfer ownership thereof by way of security. Resale is permitted only to
resellers in the ordinary course of business and only on condition that the reseller either
receives payment from its customer or reserves title until full payment by its customer.
4. If the Purchaser resells the Reserved Goods, it hereby assigns to IT-AT, by way of
security, all future claims arising from such resale together with all ancillary rights, without the need for any further declaration. If the Reserved Goods are resold together with other
items without an individually agreed price, the Purchaser assigns that portion of the claim
corresponding to the price invoiced by IT-AT for the Reserved Goods.
5. a) The Purchaser is permitted to process, install or combine the Reserved Goods with
other items (e.g. control cabinets, plant components) or mix them. Such processing is
deemed to be carried out on behalf of IT-AT, and the resulting new item shall be deemed
Reserved Goods.
b) IT-AT and the Purchaser agree that, where the Reserved Goods are combined or mixed
with items not belonging to IT-AT, IT-AT shall acquire co-ownership of the new item in
proportion to the value of the Reserved Goods relative to the value of the other items. The
new item shall, to that extent, be deemed Reserved Goods.
c) The assignment under No. 4 shall apply mutatis mutandis to the new item, limited to
the value invoiced by IT-AT for the processed or combined Reserved Goods.
d) If the Purchaser combines the Reserved Goods with real property or movable property,
it hereby assigns to IT-AT, by way of security, its corresponding proportional claim for
remuneration arising from such combination.
6. Until revoked, the Purchaser shall be entitled to collect the assigned claims. In the event
of default in payment, impending insolvency, an insolvency petition or comparable good
cause, IT-AT may revoke this authorisation, disclose the assignment and collect the claims
itself.
7. The Purchaser shall notify IT-AT without undue delay of any attachment, seizure or other
third-party intervention affecting the Reserved Goods and shall provide the information
and documents required to assert IT-AT’s rights.

8. In the event of a breach of duty by the Purchaser, in particular default in payment, IT-
AT shall, after unsuccessful expiry of a reasonable grace period, be entitled to repossess the Reserved Goods and rescind the contract. Repossession alone shall not constitute rescission unless IT-AT expressly declares so.

Article 4: Delivery Periods; Delay

1. Compliance with delivery periods requires the Purchaser to timely provide all necessary
documents, permits and approvals and to comply with the agreed payment and other
obligations. Otherwise, delivery periods shall be extended accordingly, unless IT-AT is
responsible for the delay.
2. Delivery periods shall be extended accordingly where non-compliance is attributable to:
a) force majeure (e.g. war, acts of terrorism, civil unrest, strikes, lockouts); b) cyberattacks
or other third-party attacks on IT-AT’s IT systems despite customary protective measures;
c) obstacles arising from German, United States, EU or other applicable foreign trade
regulations, or circumstances for which IT-AT is not responsible; or d) untimely or defective supply to IT-AT by its own upstream suppliers.
3. If IT-AT is in delay, the Purchaser may, upon demonstrating actual damage, claim
liquidated damages of 0.5% for each completed week of delay, up to a maximum of 5% of the price of the affected part of the delivery.
4. Further claims for damages by the Purchaser due to delayed delivery are excluded,
except in cases of wilful misconduct, gross negligence, or injury to life, body or health. The Purchaser’s statutory right of rescission remains unaffected within the limits set by law,
insofar as IT-AT is responsible for the delay.
5. Upon IT-AT’s request, the Purchaser shall declare within a reasonable period whether it rescinds the contract due to the delay or insists on delivery.
6. If dispatch is delayed at the Purchaser’s request by more than one month after
notification of readiness for dispatch, IT-AT may charge storage costs of 0.5% of the price for each additional commenced month, up to a maximum of 5%. Both parties remain free to prove that actual costs were higher or lower.

Article 5: Passing of Risk
1. Risk shall pass to the Purchaser as follows, even where carriage-paid delivery has been
agreed: a) in the case of delivery without commissioning or installation by IT-AT, when the
goods have been dispatched or collected. At the Purchaser’s request and expense, IT-AT shall insure the delivery against customary transportation risks; b) where IT-AT has
expressly agreed to carry out on-site commissioning or installation, on the date of
acceptance by the Purchaser or, if agreed, upon successful completion of trial operation.
2. If dispatch, delivery, the commencement or performance of an agreed commissioning,
acceptance or trial operation is delayed for reasons attributable to the Purchaser, or if the
Purchaser is otherwise in default of acceptance, risk shall pass to the Purchaser.

Article 6: Acceptance
The Purchaser may not refuse acceptance of deliveries due to insignificant defects.

Article 7: Material Defects
IT-AT shall be liable for material defects as follows:
1. Parts or services exhibiting a material defect that already existed at the time risk passed
shall, at IT-AT’s option, be repaired, replaced or re-performed free of charge.
2. Claims for subsequent performance shall become time-barred twelve (12) months after
commencement of the statutory limitation period; the same applies to rescission and
reduction of price. This shall not apply where longer statutory periods are prescribed
under Sections 438 para. 1 no. 2 and 634a para. 1 no. 2 BGB, in cases of wilful misconduct,
fraudulent concealment of a defect, or breach of a quality guarantee.
3. Claims for reimbursement of expenses under Section 445a BGB shall likewise become
time-barred after twelve (12) months, provided the final contract in the supply chain is not
a consumer goods sale.
4. Statutory provisions on suspension, interruption and recommencement of limitation
periods remain unaffected.
5. Defects shall be notified in writing without undue delay.
6. IT-AT shall be given the opportunity to provide subsequent performance within a
reasonable period.
7. If subsequent performance fails, the Purchaser may, without prejudice to any claims for
damages under No. 11, rescind the contract or reduce the remuneration.
8. No claims for defects exist for insignificant deviations from the agreed quality or
usability, natural wear and tear, damage arising after passing of risk due to improper
handling, excessive use, unsuitable operating materials, faulty third-party installation, or
non-reproducible software or firmware errors, nor for improper modifications or repairs
carried out by the Purchaser or third parties.
9. Expenses that increase because the delivered items were moved to a location other
than the Purchaser’s place of business shall not be reimbursed, unless such relocation
corresponds to the intended use.
10. The Purchaser’s recourse claims under Section 445a BGB exist only insofar as the
Purchaser has not entered into agreements with its own customer exceeding the statutory
claims for defects.
11. Claims for damages by the Purchaser arising from a material defect are excluded,
except in the event of fraudulent concealment, breach of a quality guarantee, injury to
life, body or health, or wilful misconduct or gross negligence by IT-AT. Any further claims
of the Purchaser arising from a material defect are excluded.

Article 8: Industrial Property Rights, Copyrights, Defects in Title
1. IT-AT is obliged to provide the delivery free from third-party rights (industrial property
rights, copyrights) only in the country of the place of delivery. If a third party asserts
justified claims against the Purchaser based on infringement of such rights by deliveries
used in accordance with the contract, IT-AT shall be liable within the period set out in
Article 7 No. 2 as follows: a) IT-AT shall, at its own option, obtain a right of use, modify the
delivery, or replace it; if this is not possible on reasonable terms, the Purchaser shall have
the statutory rights of rescission or price reduction. b) IT-AT’s obligation to pay damages
is governed by Article 11. c) These obligations exist only if the Purchaser notifies IT-AT
without undue delay in writing, does not acknowledge the infringement, and leaves all
defensive measures to IT-AT.
2. Claims of the Purchaser are excluded to the extent the Purchaser is responsible for the
infringement, e.g. through its own specifications, an unforeseeable application,
modification of the delivery, or combination with products not supplied by IT-AT.
3. Article 7 shall apply mutatis mutandis to other defects in title. Any further claims of the
Purchaser for defects in title are excluded.

Article 9: Performance Subject to Compliance Requirements (Export
Control)
1. Performance of the contract is subject to the condition that no impediments arise from
German, United States, EU or other applicable national or international foreign trade
regulations, and that no embargoes or other sanctions prevent performance. This applies
in particular to components of US origin or containing US technology (e.g. certain gateway
and automation products).
2. The Purchaser shall provide IT-AT in good time with all information and documentation
required for export, transfer or import (e.g. end-use statements) and shall not pass on or
use the delivered items contrary to applicable export control regulations.

Article 10: Impossibility, Adjustment of Contract
1. If delivery becomes impossible, the Purchaser may claim damages unless IT-AT is not
responsible for the impossibility. Such claim shall be limited to 10% of the value of the
affected, unusable part of the delivery; this limitation does not apply in cases of wilful
misconduct, gross negligence, or injury to life, body or health. The Purchaser’s statutory
right of rescission remains unaffected.
2. If events within the meaning of Article 4 No. 2 (a) to (c) materially alter the economic
significance or content of the delivery, or materially affect IT-AT’s operations, the contract
shall be adjusted appropriately in good faith. If this is not economically reasonable, or if
required export licences are not granted, IT-AT may rescind the contract and shall notify
the Purchaser without undue delay.

Article 11: Other Claims for Damages, Limitation of Liability
1. Unless otherwise provided in these Terms, claims for damages by the Purchaser,
irrespective of the legal basis, are excluded.
2. This shall not apply where liability exists a) under the German Product Liability Act; b)
for wilful misconduct; c) for gross negligence of owners, legal representatives or executive
employees; d) for fraudulent conduct; e) for breach of a guarantee assumed by IT-AT; f)
for culpable injury to life, body or health; or g) for culpable breach of essential contractual
obligations.
3. Damages for breach of essential contractual obligations shall be limited to the
foreseeable damage typical for the contract, unless one of the cases in No. 2 applies.

Article 12: Jurisdiction and Applicable Law
1. If the Purchaser is a merchant, the exclusive place of jurisdiction for all disputes arising
out of or in connection with the contractual relationship shall be IT-AT’s registered office
in Frankfurt am Main. IT-AT shall also be entitled to bring proceedings at the Purchaser’s
registered office.
2. This contract is governed by the laws of the Federal Republic of Germany, excluding the
United Nations Convention on Contracts for the International Sale of Goods (CISG).
Article 13: Final Provisions
Should any individual provision of these Terms be or become invalid, the validity of the
remaining provisions shall remain unaffected, unless adherence to the contract would be
unreasonable for one party. These Terms have been drafted in German and translated into
English for convenience. In the event of any discrepancy between the German and English
versions, the German version shall prevail and be binding.