General Terms and Conditions for the Provision of Services by Ingenics Corporation

1. Scope and Validity

(1) These General Terms and Conditions for the Provision of Services ("GTC") provide for the conclusion, content, performance and termination of contracts for the provision of Services, as defined herein, by Ingenics Corp. ("INGENICS").
(2) These GTC shall be considered accepted if the purchaser ("Purchaser") of such services ("Services") orders from INGENICS and reference is made to them in an Offer or in an Order Confirmation, each as defined herein. Any terms and conditions or similar instruments of the Purchaser are explicitly excluded.
(3) These GTC, together with all relevant documentation such as quotes, estimates or quotations (including referenced documents) (each an "Offer") from INGENICS, all accepted orders placed by the Purchaser ("Order"), and order confirmations thereto placed by the INGENICS for Services (an "Order Confirmation") constitute the contract ("Contract") between INGENICS and the Purchaser (collectively, the "Parties" and each individually a "Party"). The application of these GTC may only be varied by agreement in writing between the Parties.

2. Offer, Order, and Order Confirmation
(1) An Offer made by INGENICS is, unless otherwise stated in such documents, subject to these GTC.
(2) An Offer submitted by INGENICS, which is not binding but rather an invitation for the Purchaser to place an Order, is valid during the period specified therein, or otherwise determined by INGENICS. An Offer may be inclusive or showing ancillary expenses at cost or fixed rate. The Offer may be subject to amendment or alteration at any time by INGENICS prior to INGENICS' acceptance of an Order.
(3) If an Order of the Purchaser deviates from an Offer or Order Confirmation provided by INGENICS, the Offer or Order Confirmation, respectively, applies, unless the Purchaser objects, in writing, to INGENICS within two (2) business days of the Purchaser receiving the Order Confirmation. Any alteration or deviation by Purchaser shall not be binding until and unless INGENICS confirms the new terms in writing. INGENICS' silence shall not be deemed to be acceptance of any altered terms.
(4) An Order placed by the Purchaser will form part of the Contract only when it has been received and accepted by INGENICS. INGENICS' acceptance of any Offer lodged by the Purchaser shall be in writing through an Order Confirmation or by INGENICS performing the Services which are the subject of an Order. However, any terms and conditions contained in any Order or other document issued by the Purchaser will not form part of the Contract unless they are expressly signed and accepted by INGENICS.
(5) Once accepted by INGENICS, an Order may not be cancelled or varied by the Purchaser without the prior written consent of INGENICS.
(6) INGENICS reserves the right to correct any significant errors or omissions in its Offers, Order Confirmations or invoices.
(7) Purchaser shall bear all costs associated with the cancellation or modification of an Order.
(8) Any plans, proposals or any other property or information provided by INGENICS as part of or related to an Offer or information which is generally accessible, including any press releases or advertisements shall be solely for illustration purposes, and in no way constitute binding terms, and unless otherwise set forth in writing remains the exclusive property of INGENICS, which, if applicable, are to be promptly returned upon request.

3. Provision of Services
(1) INGENICS shall use reasonable efforts to meet any performance dates specified in an Order, but, unless otherwise agreed to in writing, any such dates shall be estimates only.
(2) The Purchaser shall pay a fee for Service ("Service Fees") in accordance with INGENICS' then current rate, a copy of which will be provided to Purchaser upon request.
(3) Without limiting Section 3.2, if performance of Services of an INGENICS employee is postponed or suspended by Purchaser, or is delayed or does not proceed due to no fault of INGENICS, INGENICS reserves the right to charge a respective  fee according to the following criteria: ten (10) working days before the originally planned date at 50% of the Service Fee for a project plus all related cost, or five (5) working days before the originally scheduled date at 100% of the Service Fee for a project plus all related costs.
(4) Upon request, Purchaser shall confirm in writing in the form determined by INGENICS, the Services performed during a particular time period.
(5) In addition to any fees for the Services, Purchaser shall also pay for any and all expenses incurred by INGENICS and/or its employees in connection with or arising out of the Services, including but not limited to travel, meals and lodging.
(6) If INGENICS determines, at its sole discretion, that the provision of Services will have detrimental effects on its operations or otherwise, INGENICS may suspend any Order. Should Purchaser fail to cure any of its concerns, INGENICS may, in addition to any other remedies available, terminate any and all Order(s).

4. Purchaser Obligations
(1) Purchaser shall cooperate with INGENICS in all matters relating to the Services and provide such access to Purchaser's premises, and such office accommodation and other facilities as may reasonably be requested by INGENICS, for the purposes of performing the Services.
(2) Purchaser shall respond promptly to any INGENICS request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for INGENICS to perform Services in accordance with the requirements of the Contract.
(3) Purchaser shall provide such materials or information as INGENICS may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects.
(4) Purchaser shall provide an adequate and safe storage place for INGENICS' materials, and INGENICS' employees’ belongings.
(5) Purchaser shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
(6) If required, Purchaser shall ensure that INGENICS employees have access to facilities and room in order to ensure that may privately change prior to performing any Services and upon their daily conclusion of such performance.

5. Purchaser's Acts or Omissions
(1) If INGENICS' performance under the Contract is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants or employees, INGENICS shall not be in breach of its obligations or otherwise liable for any costs, charges or losses sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Subcontractors
Unless otherwise agreed to between the Parties in writing, INGENICS reserves the right to sub-contract the provision of Services or parts thereof to any other party or person or corporation as it may determine in its sole discretion. In such case, INGENICS remains responsible to the Purchaser for the provision of the Services by such third party.

7. Remuneration
(1) Unless otherwise agreed to in writing or set forth in an Order Confirmation, the prices for the Services are based on the then current INGENICS' standards, excluding any tax or other costs, which may be added.
(2) In accordance with the provision in Section 2.2 of these GTC, INGENICS explicitly reserves the right at any time prior to accepting an Order to alter, with notice in writing to the Purchaser, the Service Fees and other costs.
(3) In the event Services are to be performed at a later time than set forth in an Offer or Order Confirmation, INGENICS reserves the right to adjust prices based on its then current standards or other internal policies.

8. Taxes
(1) In furtherance of Section 7.1, the Purchaser shall be responsible for payment of all taxes and cost of any nature assessed by governmental authorities applicable to the performance of the Services.

9. Terms of Payment
(1) Unless otherwise agreed between the Parties, all payments are due in full,  payable to INGENICS within fourteen (14) days from the invoice date ("Due Date").  Based on the terms of the Contract, INGENICS may be entitled to issue partial invoices. Purchaser shall make all payments hereunder by wire transfer or check, or by such other payment method as agreed upon between the Parties, and in US dollars. Notwithstanding the foregoing, INGENICS reserves the right to implement other payment methods, including but not limited to upfront or partial pre-payments, installments, and cancel without notice any discounts, rebates and the like.
(2) All payments must be received by the Due Date or at a specific date for alternative payment methods as set forth in Section 9.1, even if the performance of Services is delayed for reasons, for which INGENICS is not responsible. Payment shall only be deemed received if the outstanding funds are disposable by INGENICS.
(3) Should the Purchaser fail to pay for the Services within the time frame specified in Section 9.1 of these GTC, INGENICS may:

(a) impose a service charge on the unpaid balance at One Point Five Percent (1.5%) per month (i.e. 18 % per annum), or the maximum rate permitted by law, from the Due Date until the invoice and all service charges thereon have been paid in full. If allowed by applicable law, Purchaser shall also pay on demand any costs incurred by INGENICS (including reasonable attorney’s fees and legal expenses) in connection with the collection of any amounts due from Purchaser to INGENICS which are not paid as agreed herein;
(b) request prepayment of the entire amount due for all future Orders or implement other payment requirements;
(c) refuse to perform any further Services until the amount due has been fully paid; and/or
(d) treat the failure of the Purchaser to make payments as a repudiation of the Contract by the Purchaser if the amount due remains unpaid after providing seven (7) days' notice to the Purchaser of such breach and an opportunity to rectify the breach. Such repudiation shall entitle INGENICS to elect, without prejudice to any other rights of INGENICS, to terminate the Contract in whole or in part (including any order or part thereof) and, in either case, to recover damages for the breach of the Contract.

(4) Without limiting any other rights, INGENICS may utilize the remedies set forth under Section 9.3, in case the Purchaser's financial viability or credit worthiness is; (a) less stable than expected at the time of an Order Confirmation, (b) has substantially deteriorated, or (c) will likely deteriorate substantially in the near future.
(5) The Purchaser is not entitled to withhold any payment as set off, counterclaim or retention unless the terms and conditions of such set off or retention are agreed to in writing by INGENICS prior to the provision of the Services.

10. Force Majeure
(1) INGENICS shall not be held responsible for failure to perform or delay in performing any of its contractual obligations if such failure or delay is due to unforeseeable events beyond INGENICS' reasonable control ("Force Majeure"), including but not limited to acts of God, war, insurrection, epidemics, pandemics, outbreak of an infectious disease, sabotage, labor disputes, strikes, lock-outs, shortages of labor, interruption or delays in transportation, fire, explosion, equipment or machinery breakdown, failure or delays of INGENICS' source of supply, shortage in material or energy, acts, orders or priorities of any government, embargo and any other cause whether arising from natural causes, human agency or anything beyond the reasonable control of INGENICS.
(2) INGENICS shall notify the Purchaser in writing within one (1) week following the occurrence of any event of Force Majeure citing this Section 10 in said notice and shall supply all relevant information about its effects on the performance of the Contract.
(3) Unless otherwise agreed in writing between the Parties, if INGENICS is unable to perform the Contract because of Force Majeure, INGENICS is temporarily excused from performance while the incident of Force Majeure is occurring and shall perform as soon as reasonably possible after the incident ends.  The duration of the incident of Force Majeure shall be added to the time of performance granted to INGENICS.  INGENICS shall not be subject to damage claims.
(4) In case the duration of Force Majeure exceeds six (6) months, INGENICS will have the right to terminate the Contract immediately. Contractual obligations performed up to such date of termination shall be remunerated. If the purchase price has been paid by the Purchaser in full, INGENICS will refund the purchase price less the accrued cost and expenses of the contractual obligations.

11. Place of performance and Acceptance
(1) Unless otherwise agreed in writing between the Parties,  Purchaser's premises are the place of performance. Unless otherwise communicated in writing by Purchaser within two (2) days and without affecting rights related to warranty, the Service are deemed accepted upon performance by INGENICS.

12. Termination
(1) In addition to any other remedies that INGENICS may have in law, INGENICS may terminate or suspend the Contract or any part thereof if the Purchaser:

(a) fails to pay any amount by the Due Date and such failure continues for five (5) days after the Purchaser's receipt of a written notice demanding payment ("Notice of Demand") from INGENICS;
(b) has not otherwise performed or complied with any of the terms and conditions of this Contract in whole or in part; and/or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

(2) If the Contract (or parts thereof) is terminated, as specified in Section 12.1 of these GTC:

(a) all other outstanding amount owed to INGENICS by the Purchaser shall be due and payable by the Purchaser on demand by INGENICS, per the terms of the Notice of Demand from INGENICS; and
(b) Purchaser shall return or destroy any and all information provided by INGENICS.

(3) INGENICS, in addition to any other rights of termination it has under this Contract may, at any time and for any reason, terminate the performance of Services for convenience by written notification within thirty (30) days. Written notification must be provided to Purchaser, stating that this Contract, or a specified part of this Contract, is terminated without any further obligations from INGENICS. Such termination shall explicitly not constitute default.

13. Warranty
(1) INGENICS warrants that IT Will PERFORM the Services In accordance with the terms and subject to the conditions set out in the Contract,  Using personnel of industry standard skill, experience, and qualifications, and In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
(2) If the Services performed by INGENICS do not satisfy the warranties  specified in SECTION 13.1 hereof, the Purchaser shall promptly notify INGENICS in writing. SUBJECT TO FULL COMPLIANCE OF PURCHASER HEREWITH AND A DETERMINATION OF A NONCONFORMITY BY INGENICS, INGENICS SHALL, AT ITS OPTION AND NO COST TO THE PURCHASER EITHER; (a) perform remediating services; or (b) grant a credit or refund to the purchaser. the foregoing constitute INgenics' sole and exclusive liability and purchaser's sole and exclusive remedy for breach of this warranty.
(4) The warranty does not apply in respect of ANY NONCONFORMITIES due to or arising from:

(a) any negligence or other act or omission of the purchaser;
(b) acts of God, causes beyond INGENICS' control; or

(5) This EXPRESS warranty only applies if:

(a) NONCONFORMITIES arise within six (6) calendar months after the Services have been performed;
(b) INGENICS is notified in writing within seven (7) days of the alleged NONCONFORMITIES FIRST BEING discovered or should have been discovered; and
(c) the Purchaser has fulfilled all of ITS obligations under the Contract.


14. Limitation of Liability
(1) Notwithstanding anything else contained in the Contract to the contrary, INGENICS shall not be liable (to the fullest extent permitted at law) whether by way of indemnity, guarantee, or by reason of any breach of contract, or of statutory duty or by reason of tort (including but not limited to negligence) or any other legal principle or doctrine for:

(b) any loss of profits, loss of use, loss of revenue or loss of anticipated savings or for any financial or economic loss (whether direct or indirect) or for any consequential or indirect loss or damage whatsoever; or
(c) any other amount in aggregate with any other liability (being any past, present or future liability) to which this SECTION applies, that exceeds the aggregate value of all AMOUNTS PAID TO INGENICS FOR A RELEVANT ORDER OR IN A TWELVE (12) MONTH PERIOD PRECEDING THE DISPUTE, whichever is lower.

(3) The PURCHASER is and shall remain solely responsible for its decisions in connection with the implementation and/or use of any recommendations or suggestions PROVIDED BY INGENICS. NO RECOMMENDATION, SUGGESTION OR ANY OTHER STATEMENT BY INGENICS, whether in written or oral form, constitute an assessment of whether a project or transaction is reasonable or fair to any particular party. Ingenics does not provide investment or portfolio advice. Furthermore, Ingenics does not provide legal, medical, accounting, safety, or other professional advice; if advice in this regard is required or desired, Ingenics recommends that appropriate experts be consulted.

15. Indemnity
(1) The Purchaser shall indemnify, defend, and hold harmless INGENICS, its shareholders, directors, officers, employees and other agents  against all costs, claims, demands, expenses and liabilities of any nature, including, without prejudice to the generality of the foregoing, claims of death, personal injury, damage to property and consequential loss (including loss of profit) which may be made against INGENICS or which INGENICS may sustain, pay or incur as a result of or in connection with the provision of the Services unless such costs, claims, demands, expenses or liabilities are directly and solely attributable to any gross negligence  or more culpable act of, INGENICS or its duly authorized employees or agents.

16. Insurance
(1) Purchaser shall, at its sole expense, maintain and carry all customary insurance in full force and effect with insurance companies rated A- or better by a rating service. Upon INGENICS' request, Purchaser shall provide INGENICS with a certificate of insurance from Purchaser's insurer evidencing the insurance coverage specified in this Section 16. Purchaser shall provide INGENICS with thirty (30) days' advance written notice in the event of a cancellation or material change in Purchaser's insurance policy. Except where prohibited by law, Purchaser shall require its insurer to waive all rights of subrogation against INGENICS' insurers and INGENICS.

17. Intellectual Property Rights
(1) Intellectual property rights, in any form or manner, in or related to the Services, or any information  disclosed hereunder or property made accessible to Purchaser as well as any derivatives therefrom, whether or not based on specifications or instructions by Purchaser, as well as any related rights or title, remain and shall become the exclusive property of INGENICS or its affiliates.
(2) If required, as determined by INGENICS, Purchaser is granted a non-exclusive, non-assignable, revocable and non-transferable right to use the intellectual property rights for the agreed purpose in the Contract.
(3) If INGENICS supplies any Services in accordance with the Purchaser's specifications or using the Purchaser's goods, the Purchaser shall indemnify INGENICS from and against all actions, claims, demands, costs, expenses and liabilities arising in connection with any alleged or actual infringement of the intellectual property rights of a third party.

18. Confidentiality
(1) Both Parties shall treat in strict confidence all information which is neither generally known nor generally accessible, and shall use it only for the purpose of fulfilling the Contract. The Parties shall ensure the confidential treatment of all information relating to the Contract by their personnel and consulted specialists. In case of doubt, all information is to be treated confidentially.
(2) Confidential information of a Party does not include information which:

(a) was already known to the other Party, before it was made accessible by the disclosing party;
(b) is or becomes generally known without the other Party’s responsibility;
(c) was disclosed to the other Party by a third party without any transfer restriction;
(d) was developed by the other Party itself without using or referring to the confidential information of the protected Party; and/or
(e) has to be disclosed based on a legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately about the decision and consider protective measures the other Party may want implement.

(3) This obligation of confidentiality already exists prior to the conclusion of the Contract and remains valid for a period of three (3) years after termination of the contractual relationship. Any information concerning a Party's trade secret shall be kept confidential as long as such a trade secret remains valid.
(4) A Party must not disclose any confidential information to a third party without the prior written approval of the other Party to the Contract. If the approval is given, the obligations of confidentiality are to be transferred to the receiving third party.
(5) Notwithstanding Section 18.4 of these GTC, INGENICS may disclose confidential information to its affiliates as well as subsidiaries, and enlisted specialists (lawyers, auditors, experts).
(6) Advertising and publications about specific services in connection with the Contract require the written approval of the other Party. Without the written approval of INGENICS, the Purchaser may not advertise the fact that a collaboration between the Parties exists or existed, and may not give INGENICS as a reference.

19. Data Protection
(1) The Parties agree to carry out such steps as may be necessary to reasonably ensure  adequate data protection, corresponding with respective applicable law. In particular they undertake to take economically, technically and organizationally reasonable measures to protect any data connected or relating to the Contract.
(2) Personal data may only be processed for the purpose and to the extent required for the fulfillment of the Contract and for safeguarding a high service and security standard. To this extent and for this purpose personal data may also be passed on to another company of the INGENICS group and to its domestic and foreign business partners, as far as legally admissible.
(3) The Parties transfer the commitments specified in this Section 19 to their subcontractors, suppliers and other third parties enlisted for the fulfillment of the Contract.

20. Compliance
(1) The Purchaser agrees to comply with any and all applicable laws, regulations, ordinances, legal standards, and industry practices.
(2) The Parties commit themselves not to directly or indirectly make any payment, gift or other commitment to any person in a manner contrary to applicable law, or accept financial or other favors, if in return the giving party expects an unjustified advantage or is rewarded. The Parties also commit themselves to comply with the U.S. Foreign Corrupt Practices Act and the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions concluded within the OECD on 17 December 1997 also in private business transactions.
(3) The Parties shall require their personnel, subcontractors, suppliers and other third parties enlisted for the fulfillment of the Contract to comply with this Section.

21. Miscellaneous
(1) Assignment.  Purchaser shall not assign any of its rights under the Contract, except with the prior written consent of INGENICS. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section 21.1 is void.
(2) Notices. Unless notice specifically allows email as provided in such section, all communications or notices required or permitted by the Contract shall be in writing and shall be deemed to have been given (a) on the date of personal delivery to an officer of or personally to the other Party, or (b) the day following deposit when properly deposited for overnight delivery with a nationally recognized commercial overnight delivery service, prepaid, and addressed as provided in the Contract, unless and until either of such Parties notifies the other in accordance with this Section 23.2 of a change of address.
(3) Waiver. No waiver by INGENICS of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by INGENICS. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Contract operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(4) Survival. Provisions of the GTC, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Contract, including but not limited to Sections 14, 15, 17, 18, 19, 20 and 21.
(5) No-Third Party Beneficiaries. The Contract is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the GTC and/or Contract.
(6) Governing Law and Dispute Resolution.

(a) Any claims, disputes or controversies arising between the Parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to conflicts of laws that would require the application of the laws of another jurisdiction.
(b) The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to the Contract, or to a material breach, including its interpretation, performance, or termination. If the Parties are unable to resolve such dispute, either party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Atlanta, Georgia, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based, and shall be final and binding upon the Parties. The prevailing party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of reasonable attorneys’ fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded by hereunder, and shall be so instructed by the Parties.
(c) Notwithstanding anything to the contrary herein, any Party may seek injunctive relief against the other Party with any court of proper jurisdiction with respect to any and all preliminary injunctive or restraining procedures pertaining to this Contract or the breach of any relevant obligations, including but not limited to Section 21.

(7) Entire Agreement. The Contract contains the entire agreement between the Parties with respect to the provision of Services and supersedes all prior agreements and understandings between the Parties.
(8) Severability. Should any provision of the GTC and/or Contract be deemed incomplete, legally invalid or unenforceable, such  provision may be severed from the GTC and/or Contract and be replaced by as closely an equivalent effective provision as possible. The remaining terms of the GTC and/or Contract shall remain in full force and effect.
(9) Independent Contractor. For the purpose of the Contract, INGENICS is an independent contractor and nothing in herein shall be deemed to make INGENICS an agent, employee, partner, or joint venturer of Purchaser. Neither Party shall have any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.
(10) Amendments. The GTC may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of INGENICS.


Version: 06/2023