General Terms and Conditions

I. General provisions

1. Scope

The sale, delivery, or provision of other services by EXACT solutions GmbH (hereinafter: EXACT) is governed exclusively by the following terms and conditions, which are deemed to be accepted by the customer upon placing an order.

EXACT is only bound by any deviating provisions if these have been expressly accepted in writing.

2. Quote | Conclusion of Contract | Subject Matter of the Contract

All offers made by EXACT are subject to change and non-binding. This also applies if EXACT has provided the customer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions, or documents—including those in electronic form. The drawings, illustrations, dimensions, weights, or other performance data included in an offer are only approximately representative.

The customer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise specified in the order, EXACT is entitled to accept this offer to enter into a contract within 14 days of its receipt by EXACT.

These offers are accepted only upon written confirmation by EXACT.

3. Delivery

Deliveries are made at the customer’s expense and risk from EXACT’s warehouse. Risk passes to the customer as soon as the shipment is handed over to the freight forwarder or carrier or leaves the EXACT warehouse for the purpose of shipment. If delivery is delayed due to circumstances for which the customer is responsible, risk passes to the customer on the day the customer is notified that the shipment is ready for dispatch. Any returns of goods that were not accepted shall be at the customer’s expense and risk, unless EXACT is responsible for the return.

4. Terms of Payment

Invoices must be paid by the customer in full and without deduction by the agreed due date.

Customers in other EU countries who wish to receive a VAT-exempt invoice must provide EXACT with their VAT ID number; customers outside the EU must provide a certificate from the tax authority confirming their business status. If neither of these confirmations is provided, EXACT will charge German VAT.

EXACT is entitled to require a deposit or advance payment, at its discretion. Notwithstanding any other provisions of the customer, EXACT is entitled to apply the customer’s payments towards older debts and, if costs and interest have already accrued, to first apply the payment toward the costs, then towards the interest, and finally towards the principal claim. Payments are not considered made until EXACT has received the equivalent value.

The statutory provisions regarding the consequences of late payment apply. EXACT reserves the right to claim further damages resulting from default.

EXACT is entitled to declare the entire remaining amount due and payable if the customer, through its own fault, either fails to meet its payment obligations or falls into default, or fails to honor a check issued to EXACT, or suspends payments, or if an insolvency petition is filed against its assets, or if the buyer has submitted an affidavit regarding his assets.

5. Withdrawal

Unforeseen events for which EXACT is not responsible, whether occurring at EXACT or at one of its suppliers, such as strikes, lockouts, accidental damage, etc., which result in even a temporary impossibility of delivery or any other impediment to performance, shall entitle EXACT—to the exclusion of any claims for damages by the customer—to withdraw from the contract or to postpone the delivery date by the duration of the impediment.

If EXACT is unable to deliver the goods to the buyer after a reasonable period set by the buyer, the buyer is authorized to withdraw from the contract.

If, after the second reminder, the buyer fails to pay the purchase price in full or in part within the reasonable period set by EXACT, EXACT is entitled to withdraw from the contract. If the buyer has already put the equipment into use, EXACT is entitled to reimbursement of expenses for the respective period.

II. Terms and conditions of sale

1. Retention of Title

The delivered goods remain the property of EXACT until full payment of all claims arising from the business relationship with the customer, including all ancillary claims. The buyer shall hold the goods in safekeeping for EXACT free of charge. Goods to which EXACT holds title are hereinafter referred to as “goods subject to retention of title.”

The buyer is entitled to sell the goods subject to retention of title in the ordinary course of business, provided the buyer is not in default of payment. The buyer agrees to resell the goods only subject to retention of title until full payment has been made by the buyer.

The buyer hereby assigns to EXACT, by way of security, all claims arising from the resale or any other legal basis (e.g., insurance, torts) with respect to the goods subject to retention of title, in the amount of the final invoice amount including value-added tax. EXACT hereby accepts this assignment.

EXACT authorizes the buyer to collect the claims assigned to EXACT in its own name on behalf of EXACT. EXACT may revoke this authorization to collect if the buyer fails to properly fulfill its payment obligations.

Upon EXACT’s request, the buyer shall immediately disclose the assignment and provide EXACT with the information and documents necessary for the collection of the receivables without delay.

Any other pledges or transfers of title as security by the buyer with respect to the goods subject to retention of title are prohibited.

The costs associated with this, in particular those incurred in safeguarding and enforcing EXACT’s rights, and any resulting damages shall be borne by the buyer.

2. Set-off | Right of Retention

The customer is entitled to set-off only if its counterclaims have been legally established, are undisputed, or have been acknowledged by EXACT.

Furthermore, the customer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.

3. Delivery Date

The delivery date is specified in weeks and should be considered approximate. The imposition of contractual penalties for delays in delivery is not permitted.

4. Warranty | Requirement to give notice of defects

(i) If a defect occurs within the warranty period, EXACT will, upon timely notification, provide a replacement or rectify the defect. The warranty period is 12 months, unless the transaction involves the sale of consumer goods. The warranty period begins on the date of delivery.

(ii) In the event of a valid complaint regarding a defect within the warranty period, the customer must return the goods to EXACT at their own expense and risk. If the inspection reveals that a warranty claim is valid, EXACT shall bear the costs of returning the repaired or replaced goods to the customer. If no warranty claim is valid, the customer shall bear the costs of returning the goods.

(iii) Used equipment is supplied by EXACT without any warranty.

(iv) The customer’s rights regarding defects are contingent upon the customer having duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The customer must notify EXACT in writing of any defect in the goods—provided the defect is apparent and not concealed—immediately, but no later than one week after delivery.

(v) The defective goods must be kept available for inspection by EXACT in the condition they were in at the time the defect was discovered.

(vi) In the event of supplementary performance, EXACT is obligated—with respect to the place of the supplementary performance—to bear all expenses necessary for the purpose of remedying the defect, in particular transportation, travel, labor, and material costs; however, removal and installation costs shall be borne only if the conditions for fault-based liability for damages are met.

In the event of supplementary performance, EXACT shall bear the necessary expenses only up to the amount of the purchase price.

(vii) EXACT shall be liable in accordance with statutory provisions to the extent that the customer asserts claims for damages based on willful misconduct or gross negligence, including willful misconduct or gross negligence on the part of our representatives or vicarious agents. To the extent that EXACT is not accused of an intentional breach of contract, EXACT’s liability for damages is limited to the foreseeable, typically occurring damage.

(viii) EXACT shall be liable in accordance with statutory provisions to the extent that it has culpably breached a material contractual obligation; in such a case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.

(ix) To the extent that the customer is otherwise entitled to compensation for damages in lieu of performance due to a negligent breach of duty, EXACT’s liability for damages is limited to the foreseeable, typically occurring damage.

(x) Liability for culpable injury to life, limb, or health remains unaffected by the foregoing limitations; this also applies to mandatory liability under the Product Liability Act (Produkthaftungsgesetz).

(xi) Unless otherwise provided above, liability is excluded.

III. Export Restrictions

The customer shall not, directly or indirectly, sell, export, or re-export to the Russian Federation or Belarus, or make available for use in those countries, any goods supplied under or in connection with the contract with EXACT that fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014.

Furthermore, the customer expressly warrants that the goods supplied by EXACT are not intended for any use that violates other applicable embargo regulations of the European Union or the United States. Any direct or indirect resale, transfer, or other provision of the goods to embargoed countries or sanctioned individuals is strictly prohibited.

The customer must establish and maintain an appropriate monitoring mechanism to detect misconduct by third parties in the downstream supply chain, including potential resellers, that would frustrate the purpose of paragraph 1.

The customer must ensure that the purpose of paragraphs 1 and 2 is not thwarted by third parties in the downstream supply chain, including potential resellers. To this end, the customer must either obtain a declaration from the third party stating that it will not violate paragraphs 1 and 2 or otherwise oblige the third party to comply with them.

Paragraphs 1, 2, 3, or 4 are an integral part of the contract concluded with EXACT. A violation of paragraphs 1, 2, 3, or 4 entitles EXACT to take appropriate measures, including, but not limited to, the following:

(i) EXACT is entitled to terminate the contract with the customer; and

(ii) to demand a contractual penalty from the customer in the amount of 20% of the total value of the contract or the price of the exported goods, whichever amount is higher. EXACT expressly reserves the right to claim higher damages, in which case the contractual penalty shall be offset against such damages.

The customer must immediately notify EXACT of any issues arising from the application of paragraphs 1, 2, or 3, including any relevant actions by third parties that could frustrate the purpose of paragraph 1. The customer must provide EXACT with information regarding the fulfillment of the obligations under paragraphs 1, 2, and 3 within two weeks of receiving a simple request for such information.

IV. Copyright

EXACT reserves ownership rights and copyrights to illustrations, drawings, sketches, other documents, and samples. Upon request, these must be returned or deleted immediately. Disclosure to third parties is permitted only with EXACT’s consent. Samples must be returned or purchased as agreed, but no later than 3 months after receipt.

EXACT is entitled to be named as the author of any copyrightable services or partial services developed for the client within the scope of EXACT’s work. In this regard, EXACT is entitled, upon consultation with the client, to affix a copyright notice in a form and design customary in the market.

EXACT is entitled to use the general knowledge, experience and methods gained in the course of client commissions for future projects and commissions. EXACT may also use renderings, drawings and similar deliverables produced in the course of client commissions for its own reference and marketing purposes, provided that no confidential information is disclosed and no conclusions can be drawn regarding the client, the specific project or end customers, unless the client has expressly consented to such attribution.

V. Final provisions

Amendments to the contracts must be made in writing. This also applies to any waiver of this written form requirement.

Unless otherwise specified in the order confirmation, the place of performance is the registered office of EXACT solutions GmbH, 51427 Bergisch Gladbach, Lustheide 85.

These General Terms and Conditions and all contractual relationships in which these General Terms and Conditions have become an integral part are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The law of the Federal Republic of Germany shall also be deemed agreed upon for services provided outside the Federal Republic of Germany.

If the customer is a business entity, the place of jurisdiction is the registered office of EXACT solutions GmbH.

In the event of any discrepancies between the German and English versions of these Terms and Conditions, the German version shall prevail. The English version is provided solely to facilitate understanding in business dealings.

These General Terms and Conditions may be amended if one or more of the clauses contained therein have become invalid or are at risk of becoming invalid due to a change in the law or a final court ruling, and such an amendment would result in a significant disruption to the balance of interests between the customer and EXACT as established at the time of contract conclusion—particularly with regard to performance and consideration — that cannot be offset by the application of a statutory provision. In such cases, only those provisions may be amended whose amendment is necessary within the meaning of this provision. The amended provision must not place the customer at a significant disadvantage.

EXACT will notify the customer of the change to the terms in writing in a timely manner. The change shall be deemed approved unless the customer objects to it in writing within 6 (six) weeks.

If EXACT amends the General Terms and Conditions, the customer is entitled to an extraordinary right of termination. Notice of termination must be provided in writing. EXACT will immediately confirm receipt of the notice of termination in writing.

As of July 27, 2026