General Terms and Conditions of VX Instruments GmbH – May 2026

§ 1 Type of contract
1. The deliveries and services of VX Instruments GmbH are made exclusively on the basis of a purchase contract pursuant to §§ 433 et seq. of the German Civil Code. A contract for work and services. Success is not owed.
2. Provisions of contracts for work and services, in particular a right of the buyer to freely termination according to § 648 BGB, do not apply, unless expressly and otherwise agreed in writing.
3. Support services such as commissioning, assembly, installation, Training, project planning or comparable activities constitute dependent ancillary services to the purchase contract and do not constitute a contract for work.

§ 2 Applicability of the Conditions
1. The deliveries, services and offers of VX Instruments GmbH are made exclusively on the basis of these terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest upon acceptance of the goods or service, these conditions shall be deemed to have been accepted.
2. General terms and conditions of the buyer, in particular terms and conditions of purchase, are hereby contradicted, i.e. they are not recognized even if we do not expressly contradict them again after receipt by us. Deviating, conflicting or supplementary general terms and conditions of the buyer – including provisions on tacit consent (“deemed acknowledgment”) – shall only become part of the contract if VX Instruments GmbH has expressly agreed to their validity in writing.
3. The Buyer is informed that these T&Cs are available on the website of VX Instruments GmbH before the conclusion of the contract and will be transmitted to the Buyer in text form at any time upon request.
4. Individual agreements with the Buyer (including ancillary agreements, additions and amendments) shall take precedence over these T&Cs. The content of such agreements is determined by a written contract or the written confirmation of VX Instruments GmbH.

§ 3 Offer and conclusion of contract
1. The offers of VX Instruments GmbH are subject to change and non-binding. Declarations of acceptance and all orders require our written or telex confirmation in order to be legally effective. The same applies to additions, amendments or ancillary agreements. In the case of immediate delivery, the written confirmation can also be replaced by invoice.
2. Drawings, illustrations, measurements, weights and other services are to be understood only as approximate values and in particular do not represent any assurance of properties, unless they are expressly stated in writing as binding.
3. VX Instruments GmbH is entitled to cancel an order if it turns out that information provided by the customer, which is essential for the execution of the order, is incorrect or misleading.

§ 4 Prices
1. Unless otherwise stated, VX Instruments GmbH will be bound by the prices contained in your offers for four weeks from their date. The prices stated in our order confirmation are decisive. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, the prices are exclusive of packaging, transport, freight insurance, customs duties and fees plus the value added tax valid on the day of delivery ex warehouse Landshut or in the case of direct shipment from the German border or German port of import.
3. The correction of clerical errors and recognizable calculation errors is reserved.

§ 5 Delivery and performance time
1. Delivery dates or deadlines are non-binding, unless expressly agreed otherwise in writing. The buyer will be informed immediately of any postponements of the delivery dates and deadlines.
2. Compliance with delivery deadlines requires that the buyer fulfils all necessary obligations to cooperate in good time. The buyer’s obligations to cooperate are based on the individual contractual agreements.
3. Delivery delays that are beyond the control of VX Instruments GmbH, in particular force majeure, official measures, labor disputes, delivery failures at suppliers and transport interruptions extend the delivery period appropriately. VX Instruments GmbH shall inform the Buyer immediately as soon as such delays become apparent and shall inform the Buyer of a new delivery date as soon as possible.
4. Deliveries are subject in particular to correct and timely self-delivery. This only applies if VX Instruments GmbH has concluded a congruent hedging transaction and the non-delivery is not attributable. In this case, payments already made will be refunded immediately. Any further claims for damages by the buyer are excluded to the extent permitted by law.
5. Unless expressly agreed otherwise, the delivery, the transfer of risk and the bearing of costs shall be carried out in accordance with the Incoterms 2020.
6. VX Instruments GmbH is entitled to partial deliveries insofar as these are reasonable for the buyer.

§ 6 Default of acceptance, withdrawal, compensation for damages in the event of default of acceptance
1. For the duration of the buyer’s default of acceptance, VX Instruments GmbH is entitled to store the delivery items at the buyer’s risk and expense. VX Instruments GmbH can also use a freight forwarder or a warehouse keeper for this purpose.
2. During the period of default of acceptance, the buyer must pay VX Instruments GmbH a flat rate of 1% of the purchase price per month as compensation for the storage costs incurred without further proof. In the event of higher storage costs, VX Instruments GmbH may demand reimbursement of these costs from the buyer against proof.
3. If the buyer refuses to accept the delivery items after the expiry of a grace period or declares that he does not want to accept the goods, VX Instruments GmbH is entitled to demand damages instead of performance. VX Instruments GmbH is entitled to claim damages from the buyer either in the amount of a lump sum of 15% of the agreed purchase price, in the case of customer-specific delivery items 25% or compensation for the actual damage incurred. If VX Instruments GmbH chooses the lump sum, the buyer is free to prove that damage in this amount has not occurred.
4. VX Instruments GmbH is entitled to withdraw from the contract in whole or in part – insofar as the performance is divisible – if the buyer fails to perform a due service, in particular the acceptance of the goods or payment, despite setting a reasonable grace period, or seriously and definitively refuses to perform the contract. Statutory claims for damages remain unaffected.

§ 7 Transfer of Risk Incoterms (2020)
The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the warehouse of VX Instruments GmbH for shipment. If the shipment is delayed or becomes impossible through no fault of our own, the risk passes to the buyer with the notification of readiness for shipment. The assumption of the transport costs by VX Instruments GmbH, which has been agreed upon in individual cases, has no influence on the transfer of Risk.

§ 8 Warranty
1. The warranty period is twelve months, unless otherwise offered, and begins four weeks after delivery. If our operating or maintenance instructions are not followed, changes are made, parts are replaced or consumables are used that do not meet the original specifications, any warranty is void to the extent that the defect is attributable to this. This also applies if the defect is due to improper use, storage and handling of the equipment or third-party intervention as well as the opening of equipment. Insignificant deviations in colour, dimensions and/or other quality and performance characteristics of the goods do not trigger any warranty rights. Liability for normal wear and tear is excluded. Furthermore, there are no warranty claims for wear parts such as relays and other wear materials.
2. The buyer must notify us of the defects in writing immediately, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period, even after careful examination, must be reported to us in writing immediately after discovery.
3. The defective part or device must be sent to VX Instruments GmbH, Roedersteinstraße 10, 84034 Landshut for repair with a precise description of the defect with the model and serial number and a copy of the delivery note with which the device was delivered. These costs are borne by the buyer.
4. When sending in the devices to be repaired, the buyer must ensure that data on them that are essential to him are backed up by copies, as these can be lost during repair interventions. VX Instruments GmbH assumes no liability for lost data and consequential damages.
5. If there is a defect in the purchased item for which we are responsible, we are obligated to repair or replace it at our discretion. We then cover all wage and material costs necessary for rectification as well as the costs of returning it to the buyer after rectification. The warranty is limited exclusively to the repair or replacement of the damaged delivery items.
6. Measures of subsequent performance, in particular through repair or replacement of parts, assemblies or devices, do not begin a new limitation period for claims for defects in the delivery as a whole. The statute of limitations for claims for defects with regard to the replaced parts remains unaffected, provided that they themselves are defective.
7. If the rectification fails after a reasonable period of time, the buyer may, at his discretion, demand a reduction of the remuneration or the rescission of the contract.
8. In the case of devices or parts for which no defect for which we are responsible could be found, VX Instruments GmbH will invoice the buyer for the inspection effort as well as the return shipping costs.
9. Warranty claims against VX Instruments GmbH are exclusively available to the direct buyer and cannot be assigned to third parties without our prior written consent. Legally binding assignment rights remain unaffected
10. The above provisions conclusively regulate the warranty for products, projects and other services. Further warranty rights are excluded to the extent permitted by law. The legal rights of the buyer under the joint liability clause (§11) remain unaffected.

§ 9 Retention of Title and Protection of Intellectual Property
1. The delivered goods remain the property of VX Instruments GmbH (reserved goods) until all claims arising from the business relationship have been paid in full.
2. All rights to technical documents, drawings, specifications, software, firmware, circuit diagrams, calculations, know-how and other intangible performance results remain exclusively with VX Instruments GmbH. The buyer is only granted a simple, non-transferable and non-sublicensable right of use to the extent that this is necessary for the contractual use of the delivered goods. Further uses, in particular duplication, modification, reverse engineering, transfer to third parties or other evaluations, are not permitted 3. Processing or processing of the goods subject to retention of title is always carried out for
3. VX Instruments GmbH as the manufacturer within the meaning of § 950 BGB, without any obligations arising from this for us. If the goods subject to retention of title are processed or combined with other goods that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other processed or combined items at the time of processing or combination. If the buyer becomes the sole owner, he already grants us a corresponding co-ownership and keeps the item for us free of charge.
4. The buyer is entitled to process and resell the goods subject to retention of title in the ordinary course of business as long as he is not in default of payment. He already assigns the resulting receivables to us in the amount of the final invoice amount as security. The authorization to collect receivables can be revoked if the buyer does not meet his payment obligations.
5. In the event of access by third parties to the goods subject to retention of title, the buyer must point out the ownership of VX Instruments GmbH and notify us immediately. The costs of any necessary legal protection shall be borne by the buyer, provided that the third party is not obliged to reimburse.
6. If the buyer is in default of payment or violates material contractual obligations, we are entitled to demand the return of the goods subject to retention of title or to demand the assignment of the buyer’s claims for restitution against third parties. A return or seizure of the goods subject to retention of title by VX Instruments GmbH shall only be deemed to be a withdrawal from the contract if we expressly declare this in writing.

§ 10 Payment
1. Unless expressly agreed otherwise, invoices are to be paid by Prepayment or payable on pick-up. Delivery is at the expense of the buyer by parcel service, freight forwarder or own vehicle, unless a deviating agreement was made.
2. VX Instruments GmbH is entitled, notwithstanding the contrary provisions of the Buyer’s payments must first be offset against older receivables that are due. Are costs or interest have already been incurred, the payment may initially be limited to the costs, then be offset against the interest and finally against the principal claim. The Buyer will be informed about this.
3. If the buyer is in default of payment, VX Instruments GmbH is entitled to demand default interest at the statutory rate in accordance with § 288 BGB. The buyer is entitled to prove that less damage has occurred.
4. All claims become due immediately if the buyer defaults on payments, culpably breaches material obligations under the contract or if we become aware of circumstances that give rise to doubts about his creditworthiness (in particular suspension of payments, application for the opening of insolvency or comparable proceedings). In these cases, VX Instruments GmbH is entitled to withhold outstanding deliveries or to execute them only against advance payment or appropriate security.
5. The buyer may only offset or exercise a right of retention with such claims that have been legally established, are undisputed or recognized by VX Instruments GmbH

§ 11 Assignment
1. The buyer may only settle claims against VX Instruments GmbH with our prior written consent. A legal Prohibition of assignment remains unaffected.
2. VX Instruments GmbH may only refuse consent if the maintenance of the prohibition of assignment. The assignment of warranty claims in the context of a defect remedy by third parties shall be excluded insofar as they are not service providers of the customers in the context of the proper rectification of defects.

§ 12 Liability
1.The liability of VX Instruments GmbH for damages, regardless of the legal grounds, is excluded, unless otherwise specified below.
2. VX Instruments GmbH shall be liable without limitation
(a) in the event of intent and gross negligence,
(b) in the event of damage resulting from injury to life, limb or health,
(c) in accordance with the Product Liability Act and
(d) in the event of the assumption of a guarantee or fraudulent concealment of a defect.
3. In the event of simple negligence, VX Instruments GmbH shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations). In these cases, liability is
limited to the foreseeable damage typical for the contract and limited in amount to the sum insured by the existing business liability insurance of VX Instruments GmbH in the amount of EUR 5,000,000 per insurance year.
4. The liability of VX Instruments GmbH for indirect damages and consequential damages – in particular loss of profit, loss of production, business interruption or loss of use – is excluded. Sentence 1 shall not apply if the damage is based on an intentional or grossly negligent breach of duty or if a material contractual obligation (cardinal obligation) has been violated. In these cases, liability is limited to the foreseeable damage typical for the contract; in the case of simple negligence, the amount is also limited to the sum insured pursuant to subsection (3).
5. There is no further liability for damages.

§ 13 Data protection and data storage
1. VX Instruments GmbH processes the buyer’s personal data exclusively in accordance with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
2. The processing is carried out for the purpose of executing and processing the contractual relationship, maintaining the customer relationship and fulfilling legal obligations. Disclosure to third parties will only take place if this is necessary for the aforementioned purposes or if there is a legal obligation.
3. Further information on data protection, in particular on the type, scope and purpose of data processing as well as on the rights of data subjects, is contained in the data protection declaration of VX Instruments GmbH, which can be accessed at www.vxinstruments.com/privacy-policy/

§ 14 Confidentiality
1. The buyer must treat all non-public commercial and technical information of VX Instruments GmbH that becomes accessible to him in the course of the business relationship confidentially and must not make it accessible to third parties. This obligation shall also apply after the termination of the contractual relationship.
2. If there is a separate confidentiality agreement (NDA) between the parties, this will take precedence. The present provision shall apply in addition.
3. Excluded from the confidentiality obligation are information that
(a) was already lawfully known to the buyer at the time of receipt,
(b) is or will be publicly available without breach of this obligation,
(c) has been lawfully provided to the buyer by third parties, or
(d) is required to disclose due to legal obligations.
4. The buyer is responsible for ensuring that his vicarious agents, e.g. employees, agents, also fully comply with this confidentiality obligation.

§ 15 Applicable Law, Place of Jurisdiction, Place of Performance
1. For these General Terms and Conditions and the entire legal relationships the law of the Federal Republic of Germany shall apply between VX Instruments GmbH and the buyer under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity of the public legal or public-law special fund, is the exclusive Place of jurisdiction for all persons arising directly or indirectly from the contractual relationship resulting disputes in Landshut. The place of performance is Landshut.
3. If individual provisions of these General Terms and Conditions are invalid or become impracticable, the effectiveness of the remaining provisions. Instead of the ineffective or impracticable provision, the effective provision shall be deemed to have been agreed whose economic purpose comes closest to the invalid provision. The same applies in the case of a loophole.