General Terms and Conditions (GTC)

seed2soil GmbH & Co. KG

43 C Stahl Street

26215 Wiefelstede

Terms and Conditions as of: September 2, 2026

A. General Section

§1 Scope and Definitions

1.1 These General Terms and Conditions apply to all contracts, deliveries, and services provided by seed2soil GmbH & Co. KG (hereinafter “Provider”) to customers. They also apply to all future transactions between the parties without the need for a separate agreement.

1.2 These Terms and Conditions are primarily intended for business entities as defined in §14 of the German Civil Code (BGB) (“B2B”). In exceptional cases where contracts are concluded with consumers as defined in Section 13 of the German Civil Code (BGB) (“B2C”), mandatory statutory consumer rights apply, which will be noted in each instance.

1.3 Only the Provider’s General Terms and Conditions apply. The Customer’s terms and conditions or any deviating terms and conditions do not apply and do not form part of the contract. This also applies if the Provider renders services or accepts payments while aware of deviating terms and conditions, or if the Customer refers to its own terms and conditions in its order or confirmation—this does not constitute consent to third-party terms and conditions, and their validity is hereby rejected in its entirety. Contractual agreements that deviate from these General Terms and Conditions require express confirmation in writing to be valid.

1.4 Any amendments or additions to these Terms and Conditions must be made in writing. An implied waiver of individual provisions or of the entire Terms and Conditions is excluded.

1.5 A reasonable extension of deadlines includes an extension equal to the duration of the interruption, plus a reasonable ramp-up period, if necessary.

1.6 The transfer of risk refers to the risk of accidental loss or deterioration of the goods.

§2 Scope of Services

2.1 The supplier develops, manufactures, and supplies its own products for horticulture, nurseries, and agricultural machinery, as well as custom-configured or custom-made variants. In addition, it provides development and engineering services, such as workshops, design, prototyping, preparation for series production, and technical support.

2.2 The specific scope of services is set forth in the respective quotation. Initial training/support during initial operation, installation, transportation, packaging, customs, export/import, and approvals must be agreed upon and paid for separately, unless expressly included.

§3 Conclusion of the Contract

3.1 The contract is concluded according to the following standard model:

(a) Configuration meeting/technical clarification,

(b) final offer with complete specifications,

(c) Acceptance by the customer (e.g., in writing, by email)

3.2 The final offer is binding; any subsequent changes require a documented change request in accordance with Section 17 of these Terms and Conditions.

3.3 If there are any conflicts in the terms of the contract, the following order of precedence shall apply:

(a) Individual agreements,

(b) Quote/Order Confirmation,

(c) these Terms and Conditions,

(d) Legal provisions.

§4 Prices

4.1 Prices are net prices ex works, plus applicable sales tax, packaging, freight, customs duties, insurance, and any export and import duties, unless otherwise specified in the offer.

4.2 For development services, the hourly or daily rates specified in the proposal apply. Incidental expenses (travel time, travel expenses, materials, licenses, testing/certification fees) will be billed on an as-incurred basis.

§5 Terms of Payment

5.1 Payments are due in accordance with the payment schedule set forth in the offer. The provider may require advance payments or partial payments. Production will not begin until the agreed-upon down payment has been received.

5.2 The retention of title pursuant to §9 remains in effect until full payment has been made.

§6 Delivery Times

6.1 Delivery times are non-binding unless expressly agreed in writing to be binding. They shall be extended appropriately in the event of obstacles beyond the Provider’s control, as well as in the event of change requests, a lack of cooperation, or late payment by the Customer.

6.2 Partial deliveries are permitted and may be invoiced separately.

§7 Obligations to Cooperate

7.1 The customer shall provide complete and accurate information, documentation, and samples (e.g., pots, plates, shipping materials) in a timely manner, as well as access to the operating environments, and shall verify that quotations and technical specifications are accurate and complete.

7.2 The customer shall ensure suitable operating conditions, trained personnel, and compliance with operating, safety, and installation instructions, and shall report any problems immediately.

7.3 If the required cooperation is not provided, deadlines shall be extended accordingly. Additional costs, such as waiting times, travel time, and setup time, shall be billed based on actual expenses and charged to the customer. In addition, the Provider is entitled to suspend the provision of services for the duration of the lack of cooperation.

7.4 The customer must respond to inquiries from the provider within two business days. Any required approvals must be granted within one week.

7.5 To the extent that the provision of the Customer’s equipment or hardware is necessary for service, maintenance, repair, or software services, the Customer shall provide such equipment or hardware, including packaging and shipping, at its own expense, unless otherwise agreed.

§8 Role of the Manufacturer and Placing on the Market

8.1 For mass-produced products, the Provider is the manufacturer and places the products on the market in the agreed-upon configuration. Any changes or additions made after delivery or integration into the Customer’s systems are the Customer’s responsibility. Any additional requirements resulting therefrom fall outside the Provider’s scope of responsibility.

8.2 To the extent expressly agreed in the contract, the Customer is the manufacturer and/or distributor of the custom-designed product or special-order item in the respective target market. In this case, delivery is made as a project-based or custom-made product without the Supplier independently placing it on the market. The Provider will only affix a CE marking or comparable approval marking if this is expressly required.

8.3 The contracting party designated as the manufacturer or distributor is responsible for conformity assessment, approvals, compliance with standards and safety requirements, as well as market and regulatory compliance in the destination country, including labeling, documentation, and communication with regulatory authorities.

8.4 Unless expressly agreed otherwise, the customer shall bear all costs and expenses associated with export, import, and customs clearance for exports or deliveries outside Germany or the EU. These include, in particular, customs duties, taxes, fees, costs for customs inspections or other official checks, storage and demurrage costs, as well as costs for necessary permits, registrations, and approvals in the country of destination. The customer is also responsible for complying with the legal requirements applicable in the country of destination.

8.5 Support for compliance and approval (e.g., technical documentation, testing, risk assessments) must be commissioned and paid for separately. Unless expressly agreed, the Provider is not obligated to ensure a specific approval outcome. The customer must provide all necessary information, specifications, and operating conditions in a timely and complete manner. Any additional costs and delays resulting from a lack of cooperation shall be borne by the customer.

8.6 If the customer uses the products in a manner that deviates from the specifications, modifies them, integrates them into third-party systems, or markets them in markets other than those agreed upon, the customer shall bear the resulting risks.

8.7 The Customer shall indemnify the Provider against any claims by third parties arising from a failure to comply with market or legal requirements for which the Customer is responsible, violations of regulatory requirements, or improper use or integration. Mandatory liabilities remain unaffected.

8.8 The inclusion of the product in the customer’s portfolio or subsequent in-house manufacturing/mass production by the customer requires a separate agreement and compensation, particularly with regard to technical approvals, responsibilities, and rights of use and intellectual property rights.

§9 Retention of Title

9.1 In the case of contracts with businesses (B2B), the delivered goods remain the property of the Supplier until full payment of all claims—including those arising in the future—arising from the ongoing business relationship. This includes all claims arising from deliveries and services, including incidental claims, interest, and costs. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the supplier all claims arising from the resale of the goods subject to retention of title in the amount of the supplier’s outstanding claims. The Supplier accepts this assignment. Until all claims have been paid in full, the Customer is not otherwise entitled to pledge the goods or to assign them as security.

9.2 In the case of contracts with consumers (B2C), the goods delivered remain the property of the supplier until the respective invoice has been paid in full. The retention of title does not extend to additional or future claims against consumers.

9.3 As long as ownership has not yet passed to the customer, the customer is obligated to handle the goods subject to retention of title with due care, to insure them at its own expense against the usual risks (in particular theft, breakage, fire, and water damage), and—to the extent agreed—to use them only in the ordinary course of business for the purposes specified in the contract. The customer must immediately notify the supplier in writing if third parties seize the goods subject to retention of title (e.g., attachments, confiscations). Any costs incurred in defending against such seizures shall be borne by the customer, unless reimbursed by the third party.

9.4 In the event of conduct by the customer in breach of the contract—in particular, default in payment, a material deterioration in the customer’s financial circumstances, or a well-founded suspicion of insolvency—the supplier is entitled, after setting a reasonable deadline that has passed without result, to rescind the contract and demand the return of the goods subject to retention of title. Upon receipt of the demand for return, the Customer’s right to possess and use the goods subject to retention of title shall expire. The demand for return shall constitute a declaration of withdrawal only if the Supplier expressly states so.

9.5 If the realizable value of the security to which the Provider is entitled under the retention of title exceeds the total amount of the claims arising from the business relationship that are to be secured by more than 10%, the Provider is obligated, at the Customer’s request, to release security of its choice to the corresponding extent. In all other respects, the nature and scope of the retention of title remain unaffected by the assertion of individual security interests.

9.6 Without prejudice to any further statutory rights, the Supplier may sell the goods subject to retention of title on the open market in the event of the Customer’s default in payment and following termination of the contract. The proceeds—after deduction of reasonable costs of sale and legal enforcement—shall be applied toward the outstanding claims. Any surplus shall be distributed to the customer. The customer shall be liable for any shortfall in accordance with statutory provisions.

§10 Liability

10.1 The Provider shall have unlimited liability in cases of willful misconduct and gross negligence, as well as for damages resulting from injury to life, limb, or health. The same applies in accordance with the Product Liability Act.

10.2 In cases of simple negligence, the Provider is liable only for damages resulting from a breach of a material contractual obligation (cardinal obligation). Cardinal obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer may rely. In this case, liability is limited to foreseeable damages typical for this type of contract. The Provider assumes no liability for other instances of slight negligence.

10.3 Limitations of liability also apply to legal representatives and agents. Mandatory liabilities are excluded.

10.4 We assume no liability for damages resulting from improper installation, operator error, unsuitable operating conditions, incorrect materials, or the customer’s operational organization. The customer remains responsible for its personnel.

§11 Force Majeure and Supply Chain Issues

11.1 For the purposes of these Terms and Conditions, “force majeure” refers to events that are beyond the Provider’s control, were unforeseeable at the time the contract was concluded, and whose effects could not have been prevented even with reasonable care. These include, in particular:

• Natural disasters, pandemics, and measures mandated by government authorities,

• War, acts of terrorism, civil unrest, or similar events,

• Material shortages, transportation disruptions,

• widespread power, telecommunications, or infrastructure outages; significant IT disruptions; and cyberattacks, hacking attacks, or other attacks on information technology systems,

• other comparable events for which the provider is not responsible.

11.2 In the event of force majeure, the Provider is entitled to suspend the provision of services for the duration of the impediment. Agreed dates and deadlines shall be extended by the duration of the impediment plus a reasonable restart period.

11.3 If the disruption lasts longer than 60 days, both parties are entitled to withdraw from the part of the contract that cannot be fulfilled.

§12 Confidentiality

12.1 Both parties agree to treat as strictly confidential all confidential or non-public information of the other party that comes to their knowledge in connection with the performance of this Agreement and to use such information exclusively for the performance of this Agreement. Confidential information includes, in particular, trade and business secrets, internal processes, cost calculations, customer and supplier data, technical information, access data, concepts, strategies, and other economic or organizational information, regardless of whether such information was communicated orally, in writing, or in any other form.

12.2 The confidentiality obligation does not apply to information that

(a) were already publicly known at the time of disclosure or become publicly known without a breach of this Agreement,

(b) were demonstrably known to the receiving party even before disclosure,

(c) are lawfully disclosed to the receiving party by an authorized third party; or

d) must be disclosed pursuant to statutory provisions, an official order, or a court decision. In such cases, the other party must be notified in advance, to the extent permitted by law.

12.3 The confidentiality obligation shall remain in effect even after the termination of the contract.

§13 Intellectual Property Rights

13.1 Ownership of physical objects and rights to designs, CAD data, know-how, inventions, and other results must be considered separately.

13.2 The customer is granted a non-exclusive, non-transferable right of use limited to its own business operations for the agreed-upon purpose.

13.3 Any other transfers of rights, exclusive use, restrictions on the Provider’s rights, mass production by the Customer, or disclosure to third parties require a separate agreement and compensation.

13.4 The Customer may modify or expand the software installed on the products, or have it modified by third parties, only with the Provider’s prior consent. If unauthorized modifications are made, claims for defects and liability shall be void to the extent that the modification is the cause thereof. The Provider shall not be liable for malfunctions, damage, or incompatibilities caused by or resulting from the interaction of third-party software or systems, unless such software or systems were provided by the Provider.

13.5 The customer is prohibited from analyzing, replicating, or making available to third parties the provider’s designs, CAD files, software, source code, technical documentation, or other know-how of the Provider through reverse engineering, decompilation, disassembly, reverse engineering, or similar measures, unless such actions are expressly permitted by law.

§14 Breaches of Contract

14.1 In the event of late payment, the Provider is entitled to suspend delivery and withhold further services.

14.2 In the event of default, the Provider reserves the right to claim default interest in accordance with §286 of the German Civil Code (BGB). The same applies, if the customer is a business, to the lump-sum payment under §288 V BGB. In addition, the Provider is entitled to suspend or withhold services until payment is made.

14.3 The Customer’s rights of set-off and retention are excluded, unless the counterclaim is undisputed or has been established by a final and binding judgment. In addition, rights of retention arising from the same contractual relationship remain unaffected with respect to consumers (Section 309(2)(b) of the German Civil Code (BGB)).

14.4 Service and support visits will be billed at the agreed-upon or currently applicable rate, unless they must be provided free of charge due to mandatory statutory warranty claims. In particular, the following are subject to a fee: working hours, travel to and from the site, travel time, waiting time, necessary setup and diagnostic time, as well as materials and replacement parts used. Any additional work commissioned by the customer during the service call will be billed separately. If a reported fault cannot be reproduced or identified on-site, or if the malfunction is not due to a defect for which the provider is responsible, the service call will still be subject to a fee.

§15 Final Provisions

15.1 The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.

15.2 The place of performance is the Provider’s place of business. The exclusive venue for merchants is the Provider’s place of business. Mandatory consumer protection provisions and the venues applicable to consumers remain unaffected.

15.3 Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

15.4 The language of the contract is German.

B. Special Section

I. Standard Products and Customized Products

§16 Scope of Services (Individual Configuration/Custom customization)

16.1 Standard products are supplied as part of a modular system with customer-specific modifications. Customized components, cut-to-size parts, special laser-cut parts, components, and design modifications are considered custom-made products. In this regard, the supplier provides services in accordance with Sections 433 et seq. of the German Civil Code (BGB) for sales contracts and Section 650 BGB for contracts for work and materials.

16.2 The start of customization is the date on which specific parts are ordered or procured, or the date on which the parts are cut to size or the customer-specific configuration is documented and approved.

§17 Changes (Change Request)

17.1 Changes after the conclusion of the contract may only be made upon receipt of a documented change request from the customer that outlines the technical implications, any additional or reduced costs, and the impact on deadlines. Such changes become binding only upon express approval.

17.2 The provider may suspend performance until approval is granted. Deadlines will be extended accordingly.

17.3 The provider shall document all changes made.

§18 Deliveries and Delays

18.1 Delivery will be made, as agreed, by a shipping carrier, by the Provider, or as part of an initial training session. The delivery method will be specified in the quote.

18.2 In the case of sales with shipping, the risk passes to the customer upon handover to the shipping carrier. In the case of installation or initial training, the risk passes to the customer upon handover at the site of use.

§19 Installation and Initial Training

19.1 Initial training or on-the-job training is a separate service for which a separate fee is charged; the scope, dates, and duration are specified in the proposal.

19.2 The Provider provides instructions and assists with the initial setup, but does not guarantee continuous operation. Instruction or commissioning assistance does not replace comprehensive operator, safety, or user training. The customer remains responsible for the proper instruction and training of its personnel, as well as for the intended use and operating conditions.

19.3 The Provider is entitled to take photos and videos during installation, commissioning, maintenance, and service visits for documentation, quality assurance, and verification purposes. Such photos and videos may be published only with the Customer’s prior consent.

§20 Acceptance

20.1 If acceptance has been agreed upon, it shall take place immediately after installation or commissioning. Concurrent productive use shall be deemed acceptance, provided that no material defects are reported in writing.

20.2 If the customer unreasonably refuses to accept the goods, acceptance shall be deemed to have taken place 7 business days after notification that the goods are ready for acceptance. Statutory rights in the event of defects remain unaffected.

20.3 Self-contained partial services may be accepted separately.

§21 Replacement Parts

21.1 Accessories and replacement parts are intended exclusively for the Supplier’s products. Installation by the customer is at the customer’s own risk. Installation instructions must be followed.

21.2 The Provider assumes liability under warranty only if the product is used in accordance with the applicable specifications and for its intended purpose.

21.3 The Provider stocks replacement parts only to the extent that technical and economic feasibility permits. There is no entitlement to the ongoing availability of specific replacement parts.

§22 Reservation of the Right to Self-Supply

22.1 The conclusion of the contract is subject to correct and timely delivery to the Provider by the Provider’s supplier. This applies only if the Provider has entered into a specific, identical supply agreement with the supplier and the failure to deliver is not attributable to the Provider.

22.2 The provider shall notify the customer immediately if it becomes apparent that the goods will not be available or will not be available on time. Any payments already made shall be refunded immediately.

22.3 With respect to business customers (B2B), the Provider shall be liable for non-delivery or delayed delivery for which the supplier is not responsible only in accordance with §10 of these General Terms and Conditions. In particular, the Provider shall not be liable for lost profits or other purely financial losses.

§23 Price Adjustments

23.1 This clause applies to changes in costs arising from circumstances other than an event described in §11 of these Terms and Conditions. If an event described in §11 of these Terms and Conditions occurs, the suspension of performance and extensions of deadlines shall be governed exclusively by §11. Once the obstacle has ceased to exist, the Provider may additionally demand a price adjustment in accordance with this clause, to the extent that the cost changes continue to have an effect.

23.2 The Supplier is entitled to adjust the agreed price if, after the conclusion of the contract and prior to delivery, one or more of the following cost-determining factors change significantly and the Supplier is not responsible for such changes:

• Prices of materials and components (including semi-finished products, steel/sheet metal parts, and electronic components),

• Energy and manufacturing costs,

• Freight, packaging, and logistics costs,

• Duties, tariffs, taxes, export/import costs,

• Exchange rates for foreign currencies relevant to procurement.

A significant change occurs when the affected cost item changes by at least 5 percent; if multiple items are involved, a total change of at least 8 percent is sufficient.

23.3 The adjustment shall be cost-based and shall correspond to the actual increase or decrease in costs relative to the calculation used by the Provider as the basis for concluding the contract. If the cost factors specified in Section 23.2 of these Terms and Conditions decrease significantly, the Provider is obligated to pass on the corresponding cost savings using the same methodology.

23.4 The Provider shall immediately notify the Customer in writing of any intended price adjustment and shall specify the underlying parameters (affected cost components, rate of change, calculation method, and, if applicable, index levels). The adjustment shall take effect no earlier than two weeks after receipt of the notice.

23.5 If the increase resulting from this clause exceeds 10% of the contractually agreed total price, the customer is entitled, within two weeks of receiving the notice, to terminate in writing the portion of the contract affected by the adjustment or to withdraw from it. Payment is due for any partial services already rendered.

23.6 The rights set forth in Sections 11 and 22 of these Terms and Conditions remain unaffected.

§24 Complaints and Cancellation

24.1 After acceptance, claims for defects are governed by the following provisions in accordance with statutory regulations: The provider initially has the right to remedy the defect. Only after two unsuccessful attempts may the customer withdraw from the contract or seek a price reduction. Goodwill gestures are made without acknowledging any legal obligation.

24.2 The customer must notify the contractor in writing of any apparent defects immediately, and of any hidden defects within one week of their discovery. If the customer fails to do so, the work shall be deemed to have been approved by the customer. With respect to consumers, this legal consequence applies only in compliance with the statutory information requirements, in particular by providing a template and a separate notice.

24.3 Any visible damage caused during transport must be reported to the carrier immediately upon delivery and noted on the shipping documents. The customer must document the damage and provide the provider with clear photographs without delay.

24.3 Defects arising from the customer’s side do not give rise to any claims.

§25 Default of Acceptance

25.1 If the customer is in default of acceptance, fails to provide the necessary cooperation, or if delivery is delayed for reasons attributable to the customer, the provider is entitled to demand compensation for the resulting damages, including additional expenses (in particular storage, insurance, security, transport, and administrative costs). For this, the Supplier shall charge a flat-rate compensation of 0.5% of the net delivery value per completed calendar week, up to a maximum of 5% of the net delivery value; The period begins on the confirmed delivery date or—in the absence of a fixed delivery date—upon notification that the goods are ready for shipment.

25.2 The customer is entitled to prove that no damage was incurred or that the damage was significantly less; the provider reserves the right to prove that higher, actual damages were incurred.

25.3 Notwithstanding paragraphs 1 and 2, the following applies to contracts with consumers: Instead of a lump-sum payment, only the actual and reasonable storage, insurance, security, transportation, and administrative costs incurred—as documented by the provider—shall be reimbursed. The consumer is entitled to prove that no costs were incurred at all or that the costs incurred were significantly lower. Further claims arising from default in acceptance shall only exist if the consumer provides evidence of higher actual damages.

§26 Obligation to Amend the Contract

26.1 The obligation to adjust the contract applies only if the change in circumstances does not constitute an event under §11. If an event under §11 occurs, the rules set forth therein apply exclusively (suspension, reasonable extension of the deadline, (partial) withdrawal). Hardship supplements the price adjustment (§23) for cases in which, although there is no force majeure within the meaning of §11, the contractual balance is nevertheless seriously disrupted.

26.2 If, after the conclusion of the contract, a material, unforeseeable change occurs for which the affected party is not responsible, and which significantly alters the equivalence of performance and consideration (e.g., serious market disruptions not covered by §11 of these General Terms and Conditions, regulatory requirements/sanctions), the parties are obligated to immediately and in good faith enter into negotiations regarding an adjustment of prices, deadlines, and/or the scope of services.

26.3 The request for adjustment must be justified and supported by verifiable documentation. Negotiations shall commence within 10 business days of receipt. The goal of reaching an agreement must be achieved within 30 calendar days. During the negotiations, only the specific parts of the contract that are affected shall be suspended—services already rendered must be accepted and paid for. If no agreement is reached within the negotiation period, the provider is entitled to

• adjust the relevant deadlines appropriately, or

• to withdraw from the contract within 14 calendar days.

26.4 This clause does not apply to consumers. The statutory provisions apply.

§27 Statute of Limitations

27.1 With respect to business entities, all contractual and statutory claims arising out of or in connection with this contract shall be barred by the statute of limitations 12 months after the statutory limitation period begins, provided that the work performed does not relate to structures. For claims for defects under a contract for work and materials, the limitation period begins upon acceptance.

27.2 The following claims are excluded from the limitation period: claims arising from injury to life, limb, or health; claims based on willful misconduct or gross negligence; claims arising from fraudulent concealment of a defect; claims based on guarantees provided; and claims under the Product Liability Act—in such cases, the statutory limitation periods apply.

II. Development Services

§28 Scope of Services (Workshops & Development Projects)

28.1 Development services include workshops for needs assessment, feasibility analysis, and concept development. In addition, the provider offers support in design, technical development, CAD data, prototype development, preparation for series production, and other technical assistance. These are separate services subject to a fee.

28.2 The provider is obligated to perform the services in a professional manner. The provider is not obligated to achieve a specific economic or technical result, unless expressly agreed upon.

§29 Fee Based on Expenses and Billing

29.1 Unless otherwise agreed, development services will be billed monthly on a time-and-materials basis at the rates specified in the proposal. Invoices will include a description of the work performed. Advance payments may be required. Payment due dates are specified in the proposal.

29.2 Service charges are billed in accordance with §4.

§30 Prototypes

30.1 Prototypes are used for testing and may require revisions.

30.2 Readiness for series production is only required if this has been expressly agreed upon.

§31 Design Data

31.1 CAD or design data, drawings, and other deliverables will be provided to the extent specified in the proposal.

31.2 Delivery is subject to full payment of all amounts due.

§32 Iterations

32.1 Multiple iteration loops may be necessary, particularly due to customer-specific operating conditions (field, crops, soil, weather, processes, operation, personnel, environment).

32.2 Any changes or requests for revisions by the customer are subject to the change request procedure set forth in Section 17.

§33 Appointments and Cancellations

33.1 Agreed-upon dates shall be treated as binding and must be adhered to, provided they have been expressly confirmed.

33.2 Binding appointments may be canceled up to 2 weeks before the appointment date. After that, the provider is entitled to claim a lump-sum compensation calculated on a pro-rata basis based on the personnel and material costs for the canceled appointment as described in the offer.

33.3 The customer is entitled to prove that the damage was less than that claimed or that no damage occurred.

33.4 The Provider reserves the right to claim additional damages, provided that such damages are specifically quantified.

§34 Rights of Use and Intellectual Property Rights

34.1 In the standard case of manufacturing one-of-a-kind items or custom-made products for the customer, the rights remain with the provider. The customer receives a non-exclusive, non-transferable right of use, limited to its own business operations, for the agreed-upon purpose.

34.2 The following applies to projects for producers or manufacturers: Any transfer of rights that deviates from Section 34.1 of these General Terms and Conditions—including patents and intellectual property rights, mass production, exclusivity, and non-compete provisions—requires an express agreement and compensation. Unless otherwise expressly stipulated, intellectual property rights shall remain with the Provider.

34.3 Rights of use are granted only after full payment has been made. Until then, any use is revocable and may be prohibited by the provider.

§35 Project Delays and Project Termination

35.1 “Project obstruction” means any significant delay or disruption to project progress caused by a failure to make decisions, provide approvals, or cooperate, which prevents the performance of services or makes such performance unreasonably difficult.

35.2 Until the matter is resolved, the Provider may suspend the affected services and release reserved resources. Dates and deadlines shall be extended as appropriate. Services already rendered, as well as time slots that can be proven to have been blocked or that were lost due to the blockage, are subject to payment.

35.3 Any other rights of the Provider remain unaffected.

§36 Termination and Terms

36.1 Minimum terms or project phases with defined notice periods may be agreed upon. Unless otherwise agreed, either party may give notice of termination of development contracts with 4 weeks’ notice effective at the end of the month; work performed up to that point shall be compensated.

36.2 The right to terminate the contract for cause remains unaffected.