General Terms and Conditions of Sit SteuerungsTechnik GmbH

1. Scope, Form

1.1 These terms and conditions apply to all contracts of Sit SteuerungsTechnik GmbH (“Sit”) for products and other deliveries and services (“products,” “deliveries and services,” collectively also referred to as ‘services’) in business transactions with its customers (“customers”), provided that they are entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law.

1.2 Products and/or deliveries and services within the meaning of the contracts underlying these GTC are, in particular:

Sale and licensing of software programs, documentation, and training materials;
Delivery of hardware, equipment, control technology, including operating resources, accessories, spare parts, and wear parts, as well as other goods provided by Sit within the scope of the respective contract;
Inspections, tests, work services, installations, commissioning, configurations, repair and maintenance measures, the development of software programs, customization services, implementations, training and instruction services, as well as other contractually agreed services or other activities.

1.3 These terms and conditions apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that Sit has expressly agreed to their validity. This shall also apply if Sit performs its services for the customer without reservation in the knowledge of the customer's general terms and conditions.

1.4 Individual agreements made with the customer in individual cases (including collateral agreements, supplements, and amendments) shall in any case take precedence over these terms and conditions. Subject to proof to the contrary, a contract or confirmation from Sit, both in text form at least, shall be decisive for the content of such agreements.

1.5 Where these General Terms and Conditions or other contractual documents require written form, this formal requirement shall be deemed to have been met by fax or email. Where these General Terms and Conditions or other contractual documents require written form, this formal requirement shall only be deemed to have been met by a document signed by an authorized representative. Unless otherwise agreed in individual cases, the text form is sufficient for legally relevant declarations (e.g., setting deadlines, notification of defects, declarations of reduction); this does not apply to declarations of termination or withdrawal, which must be made in writing. Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.

1.6 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

2. Offers, conclusion of contract

2.1 Unless the parties enter into a separate contractual agreement or Sit submits a separate offer to the customer, the prices valid at the time the order is placed in accordance with Sit's price list shall apply.

2.2 If Sit submits an offer to the customer, the prices and conditions stated therein shall apply exclusively to the products and/or deliveries and services of Sit specified therein. Unless otherwise stated in the offer, the customer may accept it within one (1) month of submission by means of a written declaration.

3. Description of services

The services to be provided by Sit are based on the offer or other contractual agreements made between the parties.

4. Subcontractors, contact persons, Sit personnel

4.1 Sit is entitled to perform the services through subcontractors and to commission them in its own name.

4.2 Unless otherwise agreed, both parties shall each appoint a contact person who shall be available as a contact for the respective party and who shall be authorized to make and receive binding declarations on behalf of the respective party.

4.3 The contact persons of the parties shall consult with each other to the extent necessary on ongoing issues relating to the execution and performance of the contract and, in particular, discuss the current status. If issues cannot be resolved at the level of the contact persons, the contact persons shall immediately escalate these issues to the level of the persons in their companies who are authorized to make decisions on the disputed points.

4.4 Sit is free to choose the persons it employs to perform the contractually agreed services. If and to the extent that Sit has named persons to the customer whom it intends to employ to perform the services, this corresponds to the planning status at the time of naming. The customer has no claim to the employment of the named persons.

4.5 The persons employed by Sit to perform the contractual services are not subject to the customer's authority. This applies in particular if persons employed by Sit perform services on the customer's premises. Both parties shall take appropriate measures to prevent the transfer of employees.

5. Performance and delivery dates

5.1 The deadlines and dates for deliveries and/or services promised by Sit shall always be deemed to be approximate unless a fixed deadline or date has been expressly promised or agreed.

5.2 Unless otherwise agreed by the parties, performance dates and delivery deadlines shall be extended by the period during which the customer is in default with its contractual obligations – including those arising from other contracts within an ongoing business relationship.

5.3 Unless otherwise agreed, performance dates and delivery periods shall also be extended if and to the extent that the provision of Sit's services is delayed and/or disrupted for reasons for which Sit is not responsible (non-availability of the service). Sit shall notify the customer immediately of the beginning, duration, and end of such impediments to performance. The customer may demand that Sit declare whether it intends to withdraw, terminate, or perform within a reasonable period of time. If Sit does not make a declaration immediately, the customer may withdraw or terminate. In the event of withdrawal or termination, Sit shall immediately reimburse the customer for any consideration already paid, unless this relates to remuneration for a partial service already rendered or accepted or for a planning phase.

5.4 Serious events, such as force majeure, labor disputes, unrest, armed conflicts or terrorist attacks, epidemics or pandemics, and other circumstances that significantly impede or render impossible the delivery and/or performance of Sit and which Sit could not avert despite exercising reasonable care under the circumstances of the individual case, entitle Sit to postpone the fulfillment of the agreed performance and delivery deadlines appropriately or to withdraw from or terminate the contract, even if Sit is in default. In this case, Sit shall inform the customer immediately and reimburse any consideration already paid, unless this relates to remuneration for a partial service already rendered or accepted or for a planning phase. The customer shall be entitled to the same right under sentence 1 if it is unreasonable for them to adhere to the contract or accept delivery due to the delay. The circumstances that make delivery and/or performance difficult or impossible according to sentence 1 also include obstacles that existed before the conclusion of the contract but were unknown to the customer and Sit.

5.5 The occurrence of a delay in performance and/or delivery on the part of Sit shall be governed by the statutory provisions. In any case, however, a reminder from the customer is required.

5.6 The rights of the customer under Section 16 of these GTC and further legal claims of Sit remain unaffected.

6. Amendments to the contract

6.1 After conclusion of the contract, either party may request amendments with regard to the scope, duration, agreed delivery times, or price. Clause 7 shall apply to amendments to the products to be delivered, in particular software programs and the related licenses and other related services.

6.2 Both parties undertake, upon request by the other party, to enter into serious consultations and negotiations for the purpose of mutually agreeing on an amendment to the contract, which may also include adjustments to the price or remuneration, payment plans, and agreed delivery periods and dates, including any partial services and/or milestones. If, as a result of the negotiations, the fulfillment of a partial service or the achievement of a milestone is delayed, Sit shall be entitled to issue an interim invoice for the partial services already fulfilled and/or a percentage of the milestone processed at that time. Amendments to the contract shall only become effective for both parties after mutual acceptance of the corresponding amendment agreement, which must be made in writing and attached to the contract documents as an appendix.

7. Change Requests

7.1 Until the contractual services have been accepted, both parties may request changes to the agreed services with regard to the software programs, the relevant licenses, and other related services (“Change Requests”). Unless otherwise agreed, the following provisions shall apply to change requests, which must be declared to the other party in writing at a minimum.

7.2 The parties agree that a change request pursuant to Section 7.1 shall only exist in the case of

additional functional requirements;
additions; and
significant deviations and changes to the service specifications of the respective contract.

The parties agree that a change request does not result from the specification or detailing of an existing requirement in the service description.

7.3 Until the parties have agreed on the change request at least in writing, they shall perform their services as if the change request had not been made, unless the parties have agreed otherwise in writing. This shall also apply if the parties ultimately fail to reach agreement on the change request.

7.4 Sit shall review the customer's change request and, subject to the following provisions, submit a written change offer to the customer without delay, usually within two weeks of receiving the change request. Where necessary, this shall also specify the effects of the change request on the costs or the agreed remuneration, the delivery and service dates, and the agreed milestones.

7.5 If a change request by the customer requires extensive review by Sit or if a large number of change requests require considerable effort, Sit may charge a reasonable fee for the review and preparation of the change offer in accordance with Sit's price list. Sit shall notify the customer of this in advance in writing and shall only begin the review and preparation of the offer after the customer has confirmed the review request in writing.

7.6 Sit is not obliged to submit a change proposal if the implementation of the change request is unreasonable for it. In this case, the contract shall continue unchanged. Change requests are unreasonable if, individually or in combination with other change requests, they lead to a reduction of more than 5% in the originally agreed remuneration.

7.7 The customer shall review Sit's change proposal and notify Sit within two weeks whether it accepts the change proposal or not. If the customer does not accept the proposal, the contract concluded between the parties shall continue unchanged. The provisions of this Section 7.7 shall apply mutatis mutandis to change proposals or requests made by Sit.

7.8 In return for compensation for downtime in accordance with Sit's price list, the customer may demand the partial or complete interruption of Sit's deliveries and/or services until agreement is reached on a change request submitted by the customer. Any agreed delivery and/or service dates and deadlines for the completion of milestones shall be extended accordingly by the downtime and by the time Sit needs to organize the work and make the necessary resources available again after an interruption. If Sit submits a change request, it cannot demand compensation for the downtime caused by the change request.

7.9 The parties shall record the accepted amendment proposal or the jointly drafted amendment agreement in writing at a minimum. All amendments shall be attached to the contract documents as annexes.

8. Place of performance, partial performance, and partial delivery

8.1 Sit shall provide its deliveries and/or services at the agreed location. This shall be the place of performance, including for any subsequent performance.

8.2 Partial performance and partial deliveries are generally permissible to a reasonable extent. Unless otherwise agreed, Sit shall in this case be entitled to invoice partial payments in the amount of the value of the contractual service rendered in each case.

9. Prices, payment

9.1 The prices shown are net prices plus any expenses and sales tax at the applicable rate, unless otherwise agreed with the customer. Expenses may include, in particular, travel and accommodation costs, which will be reimbursed against individual receipts.

9.2 Unless a remuneration agreement has been made with the customer, the prices valid at the time of conclusion of the contract shall apply in accordance with Sit's price list, as previously communicated to the customer by sending the offer or as contained in an order confirmation.

9.3 In the event of changes to the scope of delivery and/or services after conclusion of the contract in accordance with clauses 6 or 7, e.g. due to an extension of the service period, the agreed remuneration shall be adjusted accordingly to reflect the costs incurred or saved, unless the parties agree otherwise.

9.4 Unless otherwise agreed, Sit's invoice amounts are due within 14 days of receipt of the invoice. Payments will always be used to settle the oldest debt items plus any interest on arrears, unless the customer specifies otherwise.

10. Acceptance

10.1 Unless otherwise agreed in the contract and insofar as Sit's deliveries and/or services constitute work performance, these require acceptance in accordance with the following provisions.

10.2 Upon request by Sit, which must be made in writing, the customer shall immediately, at the latest within ten working days, carry out an acceptance test under the supervision of Sit and declare acceptance in writing or notify Sit in writing of any defects found. Working days are defined as Monday to Friday, excluding national holidays. Sit is entitled to demand acceptance even before the agreed due date for completion of the service, unless prior acceptance is unreasonable for the customer.

10.3 Acceptance requires a successful acceptance test, which is carried out in accordance with the acceptance criteria specified in the specific service description.

10.4 Acceptance shall be deemed to have been successfully completed if the contractually agreed services meet the contractually stipulated requirements in all essential respects. Acceptance may not be refused on the grounds of minor defects, in particular those of error class 3 specified in clause 10.5, unless they collectively constitute relevant defects of error class 2, on the basis of which acceptance may be refused in accordance with clause 10.6.

10.5 Unless the acceptance criteria are already specified in the contract concluded between the parties, the parties shall agree on acceptance criteria based on the service description and the contractually agreed specification immediately after the start of the contract. Unless otherwise agreed, defects identified during acceptance shall be assigned to the following classes:

Defect class 1:
The defect means that an acceptance test cannot be carried out or that the service to be accepted or a self-contained essential partial service cannot be used or can only be used with unreasonable restrictions.
Error class 2:
The defect means that the service to be accepted or a self-contained essential partial service can only be used with considerable restrictions.
Error class 3:
Other defects.

Multiple defects of error class 3 can lead to a defect of error class 2. Multiple defects of error class 2 can lead to a defect of error class 1.

10.6 Acceptance may only be refused on the grounds of one (1) defect in error class 1 or three defects in error class 2. Defects in error class 3 that do not prevent acceptance will be remedied by Sit within the scope of the warranty. If defects of defect classes 1 and 2 are found during the acceptance test, the parties shall continue to carry out the acceptance test—as far as reasonable—in order to obtain as complete an overview as possible of any other defects that may be present. A written acceptance report shall be drawn up on the acceptance, which shall be signed by both parties.

10.7 The assignment of defects to error classes shall be agreed upon by mutual consent between the parties. If the parties cannot agree on the classification of defects or on whether a defect exists, each party shall be entitled to initiate the escalation procedure in accordance with Section 4.3 of these GTC, unless the parties have agreed otherwise. Sit may begin to remedy the defects even before the escalation procedure has been completed.

10.8 Unless otherwise agreed, acceptance shall take place by means of a general acceptance. If partial acceptances have been agreed, the functionality of the partial service to be accepted within the scope of the respective partial acceptance shall be considered in isolation. Unless otherwise agreed between the parties, neither cross-service functions nor the contractual interoperability of the partial service with other parts of the overall service shall be tested within the scope of partial acceptance. These are subject to overall acceptance. Accepted partial services serve as the basis for the continuation of service provision. Partial services that have already been accepted shall not be retested within the scope of overall acceptance.

10.9 The productive use of the service for a period of at least two weeks shall be deemed acceptance. Acceptance shall also be deemed to have taken place if the customer does not declare acceptance within the period specified in clause 10.2 without providing plausible reasons for the refusal of acceptance, at least in text form. In addition, unconditional payment of the final invoice shall also be deemed acceptance.

10.10 If acceptance cannot be declared in accordance with sections 10.5 to 10.8 above, the customer shall set Sit a reasonable deadline for remedying the defects identified in the report that prevent acceptance. After the defects have been remedied, an acceptance test shall be carried out again in accordance with the above clauses 10.5 to 10.8.

10.11 The customer shall set Sit a reasonable grace period of at least twice before asserting further rights and claims to which it is entitled due to defects. When setting the final deadline, the customer shall inform Sit in writing that it reserves the right to assert its rights and claims in the event that the deadline expires without result. This declaration may be sent by email.

11. Offsetting, retention, assignment

11.1 The customer shall only be entitled to offsetting and retention rights insofar as their claim is legally established or undisputed. This shall not apply to counterclaims to which the customer is entitled due to defects in performance resulting from the same contractual relationship as the performance complained of.

11.2 Sit is entitled to assign its claims arising from the business relationship with the customer.

12. Retention of title

12.1 Unless otherwise agreed in the contract, Sit retains ownership of the delivered products until the customer has paid the price for the products in full.

12.2 The products subject to retention of title may not be pledged to third parties or transferred as security before full payment has been made. The customer also undertakes, in the event of third-party access to the products owned by Sit – in particular through seizures or insolvency – to indicate Sit's ownership of these products and to notify Sit of such access immediately, at least in text form.

12.3 If the customer acts in breach of contract, in particular by failing to pay the agreed price, Sit shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the products on the basis of retention of title. The demand for surrender does not simultaneously constitute withdrawal from the contract; rather, Sit is entitled to demand only the return of the products and to reserve the right to withdraw from the contract. If the customer fails to pay the price due, Sit may only assert these rights if the customer has been given a reasonable period of time to pay or if such a period of time is dispensable under the statutory provisions.

12.4 Until revoked in accordance with Section 12.4.3, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

12.4.1 The retention of title extends to the full value of the products delivered by Sit and the resulting products that have been processed, mixed, or combined with them, whereby Sit is considered the manufacturer. If, in the event of processing, mixing, or combining with third-party goods, the third party's ownership rights remain in force, Sit shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined products. In all other respects, the same shall apply to the resulting product as to the products delivered under retention of title.

12.4.2 The customer hereby assigns to Sit as security all claims against third parties arising from the resale of the products or goods, either in full or in the amount of Sit's co-ownership share pursuant to Section 12.4.1. Sit accepts the assignment. The customer's obligations set out in Section 12.2 also apply with regard to the assigned claims.

12.4.3 The customer remains authorized to collect the claim alongside Sit. Sit undertakes not to collect the claim as long as the customer meets its payment obligations to Sit, there is no deficiency in its ability to pay, and Sit does not assert its retention of title by exercising a right in accordance with Section 12.3. However, if this is the case, Sit may demand that the customer disclose the assigned claims and their debtors to Sit, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. In this case, Sit shall also be entitled to revoke the customer's authority to further sell and process the products subject to retention of title.

12.4.4 If the realizable value of the securities exceeds Sit's claims by more than 10%, Sit shall release securities of its choice at the customer's request.

13. Customer's cooperation

13.1 The customer shall provide the agreed cooperation, including the provision of materials and services. In addition to the obligations expressly stated in the other contract documents, the customer shall provide the cooperation that is necessary and generally customary for Sit to perform its services in accordance with the contract, and in particular shall provide Sit with

provide all necessary information from its sphere;
grant access to its premises and IT systems;
ensure that the contact persons named in section 4.2 are available.

13.2 If cooperation services are owed and the necessary details have not already been specified in the contract, Sit shall request these services from the customer in writing with at least one week's notice. Sit shall notify the customer in writing of any cooperation services that it considers insufficient.

13.3 Sit shall check the information provided by the customer for plausibility and shall notify the customer of any errors identified. Sit shall not be subject to any further obligation to check or provide information.

13.4 Unless otherwise agreed in individual cases, all cooperation services provided by the customer shall be rendered free of charge to Sit.

13.5 The cooperation to be provided by the customer constitutes genuine obligations and not merely obligations. If and to the extent that the customer fails to perform the services owed by it, fails to perform them on time or fails to perform them as agreed, and this has an impact on Sit's performance of its services, Sit's corresponding performance deadlines shall be postponed by a reasonable period of time, in any case by the period by which the customer is in default with the performance of its cooperation obligations. In cases of failure by the customer to provide cooperation, Sit shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). Sit shall charge a flat-rate compensation of 0.1% of the net contract amount per completed calendar week, but no more than a total of 5% of the net contract amount, starting from the date on which the customer is in default with the provision of its cooperation. Proof of higher damages and Sit's legal claims (in particular compensation for additional expenses, reasonable compensation, withdrawal, termination) remain unaffected. The flat rate shall be offset against further monetary claims. The customer is entitled to prove that Sit has incurred no damage at all or only significantly less damage than the above flat rate.

14. Third-party rights

14.1 The customer warrants that it is the owner of the exclusive rights of use to the documents (e.g., drawings, plans, etc.) and/or other items and content provided to Sit within the scope of the contract that are used by Sit for the contractual performance of the agreed services. The customer also warrants that Sit's contractual performance does not infringe any third-party rights.

14.2 In the event that Sit is held liable by third parties for an infringement of their rights, the customer shall indemnify Sit against these claims to the extent that the customer is responsible for the infringement. The indemnification claim also extends to the legal costs necessary in this context.

15. Warranty

15.1 The customer's rights in the event of defects shall be governed by the statutory provisions, in particular Sections 634 et seq. of the German Civil Code (BGB), unless otherwise specified in these terms and conditions or other contractual documents.

15.2 The customer may demand that defects not listed in the acceptance report be remedied by Sit within a reasonable period of time. Complaints must be made to Sit in writing, with a comprehensible description of the symptoms of the defect.

15.3 Sit shall remedy defects that have been duly reported before the expiry of the warranty period at its own expense. If an inspection reveals that there was no defect, Sit may demand reimbursement of its expenses from the customer.

15.4 Sit shall remedy defects at its own discretion by repairing them or replacing the defective service with a new service. Where possible and appropriate in view of the effects of the defect, Sit shall provide an interim solution to circumvent the defect until it is finally remedied.

15.5 Upon request, the customer shall support Sit in remedying the defect to a reasonable extent without separate remuneration.

15.6 If the subsequent performance has ultimately failed, the customer shall be entitled, at its discretion, to reduce the agreed remuneration to a reasonable extent or, in the event of a significant defect, to withdraw from the contract; any remuneration agreed for a planning phase shall remain unaffected. The failure of subsequent performance shall be assessed according to the complexity of the services concerned and the contract concluded between the parties as a whole and shall not be deemed to have occurred after a single unsuccessful attempt at rectification. Alternatively, in this case, the customer may remedy the defect itself or have it remedied by third parties and demand reasonable compensation from Sit.

15.7 Warranty claims are excluded if the customer has modified Sit's services and cannot prove that the modification was not the cause of the defect or that the modification only insignificantly impedes the rectification of the defect.

15.8 The customer's claims for defects shall become time-barred one year after the start of the statutory limitation period. For partial services, the limitation period shall commence upon acceptance of the respective partial service. The above limitation period of one year shall not apply in cases of product liability, if Sit has assumed a guarantee for the quality of the contractual deliveries and/or services or if Sit has fraudulently concealed a defect and/or for claims for damages in cases of intent and gross negligence as well as in cases of injury to life, limb, or health based on an intentional or negligent breach of duty by Sit, its legal representatives, or vicarious agents. In these cases, the statutory limitation period shall apply.

15.9 If the contractually agreed service consists exclusively of the delivery of products, the customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§ 377 HGB). The customer must immediately inspect the received products for quantity and quality. Obvious defects, short deliveries, and incorrect deliveries must be reported to Sit in writing within 14 days of delivery at the latest; other defects must be reported within 14 days of their discovery. If the customer fails to carry out the proper inspection and/or report defects, Sit's liability for the unreported defect is excluded. In all other respects, the above provisions of this Section 15 shall apply accordingly.

16. Liability

16.1 Unless otherwise specified in these GTC or other contractual documents, Sit shall be liable for any breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

16.2 Sit shall be liable to its customer without limitation, regardless of the legal basis.

in the event of intentional or grossly negligent breaches of duty and in the event of malice;
in the event of damage resulting from injury to life, limb, or health;
insofar as Sit has assumed a guarantee for the quality of the contractual delivery and/or service;
in cases where the Product Liability Act applies.

16.3 In the event of a merely negligent breach of essential contractual obligations (so-called cardinal obligations), Sit's liability shall be limited to the typical, foreseeable damage. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

16.4 Claims for damages under Section 16.3 shall become time-barred within one year of the start of the statutory limitation period, provided that no damage resulting from injury to life, limb, or health is involved. The limitation period for claims for damages under Section 16.2 shall otherwise be governed by the statutory provisions.

16.5 Insofar as Sit's liability is excluded or limited in accordance with Sections 16.3 and 16.4, this also applies to the liability of its legal representatives and vicarious agents.

16.6 Furthermore, Sit shall not be liable for damage based on products, documents (e.g., drawings, plans), tools, or instructions provided and/or used by the customer, provided that Sit has otherwise performed its services in accordance with the contract. Further claims against the customer remain reserved.

17. Termination, withdrawal

17.1 In the event of breach of contract by the customer, in particular in the event of default in payment, Sit shall be entitled, without prejudice to other statutory or contractually agreed rights, to withdraw from or terminate the contract after expiry of a reasonable grace period set for the customer.

17.2 Sit shall also be entitled to withdraw from or terminate the contract if the customer suspends payments or if other circumstances arise which make it unreasonable for Sit to continue the contractual relationship.

17.3 Statutory rights and claims shall not be restricted by the provisions contained in this Section 17, unless the parties have agreed otherwise.

18. Confidentiality

18.1 The customer shall treat all business secrets, including the contents of the contract concluded between the parties and other information designated as confidential by Sit (“confidential information”), as confidential. The customer shall treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.

18.2 Use of the confidential information by the customer is limited to use in connection with the contract concluded between the parties.

18.3 The customer is not permitted to disclose confidential information to third parties without the prior consent of Sit. Consent must be given in writing. Affiliated companies of the customer and consultants who are bound by law to maintain confidentiality are not considered third parties within the meaning of this clause 18.3.

18.4 Without Sit's prior consent, the customer is also not permitted to use the confidential information for purposes other than for use in connection with the contract concluded between the parties, to exploit it commercially in any way, to apply for a property right registration whose subject matter is based in whole or in part on confidential information or is derived from it, or to imitate or analyze it. In particular, the customer is prohibited from obtaining such information from Sit by means of reverse engineering, in particular of the hardware, equipment, control elements, components, or prototypes provided, which, with the exception of transmission to Sit, meet the requirements for confidential information. “Reverse engineering” includes all actions, including testing, examination, and disassembly and, if necessary, reassembly, with the aim of obtaining confidential information.

18.5 The customer shall require its employees or third parties to whom it discloses confidential information to treat such information as confidential within the scope of the respective subcontractor or employment relationship, with the proviso that the confidentiality obligation shall continue to apply even after the end of the respective subcontractor or employment relationship, unless a corresponding general obligation to maintain confidentiality already exists.

18.6 There is no obligation of confidentiality for information that

was already generally known at the time the contract was concluded or subsequently becomes generally known without violating the confidentiality obligations contained in the contract;
was received by the customer from third parties or outside the contract concluded between the parties without any confidentiality obligation;
were already in the customer's possession or known to the customer at the time of disclosure;
were developed by the customer independently of the confidential information; or
if and to the extent that the customer or one of its employees is obliged to disclose and/or provide information about the confidential information due to a law or the decision of a court or administrative authority.

18.7 Upon termination of the contract, the customer shall surrender or delete any confidential information belonging to Sit in its possession upon request. This does not apply to confidential information for which there is a longer statutory retention obligation or to data backups within the scope of normal backup processes.

18.8 The obligation to maintain confidentiality shall apply for the term of the contract concluded between the parties and for a period of two years after its termination.

19. Non-solicitation clause

The customer undertakes not to solicit or employ any Sit employees during the term of the cooperation and for a period of two years thereafter without their consent. In the event of a culpable breach, the customer undertakes to pay an appropriate contractual penalty to be determined by Sit and, in the event of a dispute, reviewed by the competent court.

20. Data protection

20.1 The parties shall comply with the data protection regulations applicable to them.

20.2 If and to the extent that Sit processes the customer's personal data on behalf of the customer in the course of providing services, the parties shall conclude an agreement on the processing of data on behalf of the customer in accordance with Art. 28 GDPR before processing begins.

20.3 Information on data processing is contained in Sit's privacy policy, which is available at https://test.sit-de.com/en/data-protection/ .

21. Place of jurisdiction, applicable law

21.1 The exclusive place of jurisdiction – including internationally – for all disputes arising directly or indirectly from the contractual relationship is the registered office of Sit, provided that the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. However, Sit is also entitled to sue the customer at their general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.

21.2 The contractual relationships between Sit and the customer are governed exclusively by the substantive law applicable in the Federal Republic of Germany, excluding the law on the application of law and the UN Convention on Contracts for the International Sale of Goods.

Status: March 2023