AGB

1. General a) These terms of supply and payment are an integral part of all contracts with our customers. Deviating agreements or additions are only valid after written confirmation. Purchasing conditions with our customers are not the subject of the contracts with our customers, even if not expressly contradicted. b) For tenders, drawings and other documents we reserve all property rights and copyright without reservation. These may not be made accessible to third parties. Drawings and other documents belonging to tenders are to be returned immediately if we did not receive an order.

2. Contract conclusions: Our offers are – unless otherwise agreed - always non-binding. All contracts come into effect only with either our written confirmation, otherwise only with delivery. The correction of printing errors and mistakes remains reserved.

3. Prices: The prices are pure net prices and freight charge, plus the legal value of added tax. Price adjustments during the term of our price list are reserved. Prices valid at the day of delivery are charged. Extra costs, which could result from the purchaser’s determined mode of shipment, are charged.

4. Delivery: The minimum order value is €100.00 net. For deliveries below this amount, we reserve delivery or refusal. Delivery takes place freight collect on the account and at risk of the receiver. In case of force majeure, including a lack of material, operational disturbances, strikes or official measures - in each case also with our suppliers - as well as not punctual and not correct self supply, we are entitled to withdraw completely or partly from the contract or to postpone the delivery until after the problem at our own discretion. Transport damages or shortfalls must be reported immediately at the day of delivery by mail, rail or carrier and at the same time reported to us in writing (by fax). Otherwise no liability can be held for Seecode Technology Ltd & Co. KG.

5. Payments a) Delivery takes place against cash on delivery or direct debiting, as long as no other agreements are made. Our invoices are to be paid loss-free in cash. Checks are only received on account of performance; drafts are not accepted. In case of excess of payment dates, we reserve the right to add interest of 8.5% above the respective basic interest rate and reserve the right to claim further damaged caused by the default. b) The buyer is not entitled to retain payment due to disputed and not yet legally valid warranty claims or for not accepted or not legally determined counterclaims. If after contract conclusion, circumstances arise which are suited to doubt the credit-worthiness of the buyer, we reserve the right to immediate maturity of all of our pending claims. For deliveries that have not yet been completed, we can require cash on delivery or advance payment and/or withdraw under exclusion of any claims for damages against us due to the contract. For return debit notes we charge a handling fee of € 25.00.

6. Returns: Delivered goods are only taken back after previous written agreement and assignment of a goods returned number. The goods must be in perfect condition and in the original packaging (complete intact original packaging, operating instructions, complete packing materials etc.). Returned goods are credited with a 25% handling fee if they are not a return due to the justified claim. Special orders and special offers are generally excluded from returns. All goods, which can only be returned after agreement and assignment of a goods returned number, are transported at the risk and cost of the sender. The shipments must be returned freight and with insurance as well as all other additional expenses paid (e.g. delivery charge). Returns by freight collect or even by cash on delivery are not accepted.

7. Warranty a) The warranty period for Seecode products is 24 months (for mobile phones, landline devices and genuine accessories the warranties of the corresponding manufacturers are valid), beginning with the invoice date of Seecode Technology Ltd & Co. KG. Basis for a warranty claim, whether justified or not, is always on account of a record to be furnished by the buyer. Business purchases are supplemented by the regulations of paragraphs 377.378 HGB (German Commercial Code). b) Recognizable defects or damages must be reported in writing immediately, on the same day or receiving the goods. Hidden defects must be reported in writing immediately after discovery under exact indication of the reasons. The criticized article is to be sent, carefully packaged and free of charge, for our examination. With entitled and timely claims, the customer will receive, at our discretion, rectified or free replacement (supplementary performance) after returning the claimed goods. After failing supplementary performance, the customer is entitled to reduce the purchase price or withdraw from the contract, at his or her discretion. Other claims for damages of any kind - including because of alleged late delivery - are excluded, unless the damage was caused deliberately or by gross negligence or this concerns the injury of life, body, or health. Costs for installation and subsequent costs are not refunded. c) For attempted warranty fraud we reserve the right to release the goods only against a handling charge of €50.00. Return is at risk and costs of the receiver.

8. Reservation of property rights a) All deliveries take place under the all monies clause. Until the payment of all claims from the business relation with the buyer, including the redemption of given checks, the supplied goods remain our property. With current invoicing, the reserved property is to protect our claim for the balance. b) Retention of title of the buyer for the goods subject to retention is not possible in accordance with paragraph 950 BGB (German Civil Code) in case of the processing the goods subject to retention to a new item. Any processing by the buyer does not dissolve our title. In case of processing by the buyer with other goods, which do not belong to us, co-ownership of the new item in the ratio of the value of the goods, subject to retention, belongs to us. For the new item, developing from the processing, the same is valid as with the goods subject to retention. It is considered as goods subject to retention in the sense of these conditions. c) The buyer is entitled to the resale of the goods subject to retention, if and as far as this resale takes place in the normal course of business. To other orders (pledge as collateral, transfer by way of security, or the like) the buyer is not entitled to the resale of the goods. d) The buyer’s claim from the resale of the goods subject to retention is surrendered to us. The buyer remains authorized to collect the claim from resale, despite the collection, up to revocation. He or she is not entitled to enact such claims by transfer, pledge as collateral, or the like. On demand, the buyer has to name the debtors of the ceded demands and to communicate the cessation to the debtors. e) The retention of title is conditioned in the way that with our full payment the property is transferred to the buyer and the buyer is entitled to the goods subject to retention. f) If the value of the collateral given exceeds our claims by more than 20%, then we are obligated, on demand of the buyer, to retransfer to that extent. g) In the case that the buyer delays payment, then we are entitled to claim the goods subject to retention back. This reclaim is not considered as cancellation of the contract. In case of default, we are also entitled to reclaim goods subject to retention from previous contracts, if those goods subject to retention are no longer in the possession of the buyer. Also this reclaim remains without influence on the expiration of the existing contractual relation.

9. Acceptance / Transport damages: a) Delivered goods are, even if they exhibit significant defects, to be accepted by the purchaser. b) Partial deliveries are permitted. c) Transport damages or shortfalls are to be indicated in writing to Mobiset Telekommunikationsanlagen GmbH within 24 hours of delivery. The transport risk lies with the receiver.

10. Place of delivery and jurisdiction a) Place of delivery and area of jurisdiction for both parties is Cologne (Germany). b) Exclusive area of jurisdiction is, if the purchaser is a registered trader - also for the legal reminder procedure - for all disputes resulting directly or indirectly from the contract, the registered office of our company. c) For the contract, exclusively German law applies.

11. Data processing: Data resulting from the business transaction are stored electronically. Data attained by us are treated with attention to privacy, in particular BSDG, DSV and UDSV, as well as managed in all concerned privacy regulations.

12. Requests for investigation: For requests for investigation, which are ordered without blame for Mobiset Telekommunikationsanlagen GmbH, we charge a service fee of €15.00 plus VAT.

13. General conditions for the electric industry: The general terms of delivery for products and services in the electric industry are valid in their latest version.

14. Advertising activities Mobiset Telekommunikationsanlagen GmbH is entitled to inform customers about novelties, changes, and offers by mail, fax or other electronic media. As soon as the customer desires no further notifications, this will be stored according to his or her express instruction - in writing - in the EDP. Any recourse to the courts of law is excluded.

15. Miscellaneous Should a part of the agreements with our customers, including these conditions, become ineffective then the validity of all remaining agreements is not affected. The ineffective part of the agreement is to be reinterpreted, as far as legally permissible, in such way or to be replaced by such regulations that the original purpose is achieved by permissible way.