1. General

1. All services and deliveries provided by companies of the ditis Group based in Germany (hereinafter referred to individually and collectively as "Service Providers") are based on these General Terms and Conditions and any separate contractual agree-ments. Any deviating terms and conditions of purchase of the customer shall not become part of the contract, either through acceptance of the order or through failure to object. These General Terms and Conditions shall only apply to companies within the meaning of Section 310 (1) of the German Civil Code (BGB) and to legal entities under public law or special funds un-der public law.
2. In the absence of a special agreement, a contract shall be con-cluded upon written order confirmation by the Service Provider. The written form of the order confirmation shall also be fulfilled by text form via remote data transmission (e.g., SAP dispatch, e-mail) and/or electronic signature.
3. If standard commercial clauses are agreed, the rules of inter-pretation of the Incoterms in their latest version shall apply, unless otherwise specified below.

2. Remuneration, payment, deadlines

1. Unless otherwise agreed, the prices are not considered flat rates. Remuneration shall be calculated according to the actual costs incurred at the prices generally applicable at the time of conclusion of the contract. The service provider shall be entitled to additional, reasonable remuneration for services ordered by the customer that are not covered by the original order. Sales tax or value added tax at the applicable statutory rate shall be added to the prices.
2. Travel, daily allowance, and accommodation costs shall be charged separately. Travel time shall be considered working time.
3. Unless otherwise stated in the order confirmation, payments are due net (without deduction) within 14 calendar days of receipt of the invoice. The statutory provisions regarding the consequences of default in payment shall apply.
4. The customer shall only be entitled to withhold payment or offset counterclaims if their counterclaims have been legally established, are undisputed, or have been recognized by the service provider.

3. Cooperation, obligations to cooperate, confidentiality

1. The customer and the service provider shall each appoint a responsible contact person. Unless otherwise agreed, communication between the customer and the service provider shall take place via these contact persons. The contact persons shall immediately bring about all decisions relating to the performance of the contract. The decisions shall be documented in a binding manner.
2. The customer is obliged to support the service provider as necessary and to create all the conditions necessary for the proper execution of the order within its sphere of operations. To this end, it shall, in particular, provide the necessary information and, if possible, enable remote access to the customer's system. If remote access is not possible for security or other reasons, the deadlines affected shall be extended appropriately: the contracting parties shall agree on an appropriate arrangement for any further effects. The customer shall also ensure that competent personnel are available to support the service provider. If the contract stipulates that services may be provided on site at the customer's premises, the customer shall, at the service provider's request, provide sufficient workstations and work equipment free of charge.
3. Unless otherwise agreed, the customer shall ensure proper data backup and failure prevention for data and components (such as hardware and software) that is appropriate to their nature and importance.
4. The customer shall report defects immediately in writing in a comprehensible and detailed form, providing all information useful for the detection and analysis of the defect. In particular, the work steps that led to the occurrence of the defect, the form in which it appears, and the effects of the defect shall be specified.
5. The contracting parties are obliged to maintain confidentiality regarding trade secrets and other information designated as confidential (e.g., in records, documents, databases) that becomes known in connection with the performance of the contract and not to use or disclose such information beyond the scope of the contract without the written consent of the other contracting party. The receiving contracting party is obliged to take appropriate confidentiality measures for trade secrets and information designated as confidential. The contracting parties are not entitled to obtain trade secrets of the other contracting party by observing, examining, dismantling, or testing the subject matter of the contract. The same applies to other information or objects received during the performance of the contract. The disclosure of trade secrets and other information designated as confidential to persons who are not involved in the conclusion, execution, or performance of the contract may only take place with the written consent of the other contracting party. Unless otherwise agreed, the obligation to maintain confidentiality for other information designated as confidential shall end five years after the respective information becomes known, but in the case of continuing obligations, not before their termination. Trade secrets must be kept secret for an unlimited period of time. The contracting parties shall also impose these obligations on their employees and any third parties they may engage.
6. The contracting party is aware that electronic and unencrypted communication (e.g., by email) is subject to security risks. In the case of this type of communication, they shall therefore not assert any claims based on the lack of encryption, unless encryption has been agreed in advance.

4. Disruptions in the provision of services

1. Failure to meet the agreed deadlines due to force majeure, such as natural disasters, epidemics, pandemics, war, armed conflicts, civil war, revolution, terrorism, sabotage, cyber attacks, nuclear/reactor accidents, embargoes/sanctions and similar restrictions, labor disputes, or other events beyond the Service Provider's control, the Service Provider shall be released from its performance obligations for the duration of the event and the deadlines shall be extended accordingly. Effects and/or restrictions arising from or in connection with an event of force majeure (e.g., travel restrictions, border closures, transport restrictions or delays, plant closures, etc.) that make it impossible or unreasonably difficult to meet deadlines shall be deemed events of force majeure within the meaning of Section 4.1. The service provider shall notify the customer of the beginning and end of such circumstances within a reasonable time after becoming aware of them. If the duration of one or more events of force majeure exceeds a period of 6 months, the service provider shall also be entitled to terminate the contract. In the event of delay due to force majeure, the customer shall not be entitled to make any claims for compensation against the service provider.
2. If the service provider is in default and the customer incurs damage asa result, the customer is entitled to demand lumpsum compensation for thedelay. This shall amount to 0.5% for each full week of delay, but in total nomore than 5% of the price for the part of the contractual service that cannotbe used by the customer in a timely manner or in accordance with the contractas a result of the delay. If the customer grants the defaulting service provider a reasonable grace period for performance, taking into account the statutory exceptions, and if the deadline is not met for reasons for which the service provider is responsible, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. Further claims arising from delay in delivery are excluded in accordance with Section 8.
3. If the expenditure increases due to an event of force majeure or a disruption for which the service provider is not responsible, the service provider may also demand compensation for the additional expenditure, unless the customer is not responsible for the disruption and its cause lies outside their area of responsibility.

5. Retention of title, assignment of claims, withdrawal

1. The service provider retains ownership and rights to be granted in respect of the services until full payment of the remuneration owed. Furthermore, the service provider retains ownership until all its claims arising from the business relationship with the customer have been fulfilled. The service provider is entitled to prohibit the customer from further use of the services for the duration of the customer's default in payment. The service provider may only assert this right for a reasonable period of time, generally for a maximum of 6 months. This does not constitute withdrawal from the contract. Section 449 (2) of the German Civil Code (BGB) remains unaffected.
   
   1. If the customer or its purchaser returns the services, acceptance of the services does not constitute withdrawal by the service provider, unless it has expressly declared its withdrawal. The same applies to the seizure of the goods subject to retention of title or of rights to the goods subject to retention of title by the service provider.
   2. The customer may neither pledge nor assign as security items subject to retention of title or legal reservation. The customer is only permitted to resell as a reseller in the ordinary course of business on condition that the customer has effectively assigned its claims against its buyers in connection with the resale to the service provider and that the customer transfers ownership to its buyer subject to payment. By entering into this contract, the customer assigns its future claims against its customers in connection with such sales to the service provider as security, and the service provider hereby accepts this assignment.
2. In the event of a permissible transfer of rights of use to deliveries and services, the customer is obliged to impose the contractually agreed restrictions on the recipient.
3. Fixed performance dates shall only be agreed expressly in documented form. The agreement of a fixed performance date is subject to the proviso that the service provider receives the services of its respective suppliers in good time and in accordance with the contract.
4. If the customer fails to settle a due claim in full or in part by the contractual payment date, the service provider may revoke agreed payment terms for all claims. The service provider is also entitled to provide further services only against advance payment or against security in the form of a performance bond from a credit institution or credit insurer licensed in the European Union. The advance payment shall cover the respective billing period or, in the case of one-off services, their remuneration.
5. If the customer is financially unable to fulfill its obligations to the service provider, the service provider may terminate existing exchange contracts with the customer by withdrawal and continuing obligations by termination without notice, even if the customer files for insolvency. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The customer shall inform the service provider in writing at an early stage of any impending insolvency.

6. Material defects and reimbursement of expenses

1. The service provider guarantees that the services will be provided in accordance with the contract. No claims for material defects shall be accepted for insignificant deviations of the service provider's services from the contractual specifications. Section 8 shall apply in addition to claims for damages and reimbursement of expenses.
2. The service provider may demand compensation for its expenses if
   
   1. it takes action on the basis of a report without a defect being present, unless the customer could not reasonably have recognized that no defect was present, or
   2. a reported malfunction cannot be reproduced or otherwise proven by the customer to be a defect, or
   3. additional expenses are incurred due to the customer's failure to properly fulfill its obligations (see also Sections 3.2, 3.3, 3.4, and 7.2).
3. Claims for defects shall also not exist in the event of excessive or improper use, natural wear and tear, or failure of components of the system environment. The same applies to software errors that cannot be reproduced or otherwise proven by the customer. This also applies to damage due to special external influences that are not assumed under the contract. Claims for defects shall also not exist in the event of subsequent modification or repair by the customer or third parties, unless this hinders the analysis and elimination of a material defect.
4. Recourse claims in contracts for digital products pursuant to Section 327u of the German Civil Code (BGB) remain unaffected by Sections 6.1 and 6.3.
5. The limitation period for claims for material defects is one year from the start of the statutory limitation period. The statutory periods for recourse under Section 478 of the German Civil Code (BGB) remain unaffected. The same applies if the law prescribes longer periods in accordance with § 438 (1) No. 2 or § 634a (1) No. 2 BGB, in the event of an intentional or grossly negligent breach of duty by the service provider, in the case of fraudulent concealment of a defect, as well as in cases of injury to life, limb, or health, and for claims under the Product Liability Act. Subsequent performance (new delivery or repair) may only affect the limitation period for the defect triggering the subsequent performance.

The customer may only offset or withhold payments due to defects if they are actually entitled to payment claims due to material defects or defects of title in the service. In the case of other claims for defects, the customer may only withhold payments to an extent that is proportionate to the defect. Section 6.1 applies accordingly. The customer shall have no right of retention if their claim for defects is time-barred.

7. Legal defects

1. The service provider shall only be liable for infringements of third-party rights through its service insofar as the service is used in accordance with the contract and, in particular, in the contractually agreed or otherwise intended operating environment without modification. The service provider shall only be liable for infringements of third-party rights within the European Union and the European Economic Area and at the place of contractual use of the service. Clause 6.1 sentence 1 shall apply accordingly.
2. If a third party asserts against the customer that a service provided by the service provider infringes its rights, the customer shall notify the service provider immediately. The service provider and, if applicable, its suppliers are entitled, but not obliged, to defend the asserted claims at their own expense, insofar as this is permissible. The customer is not entitled to acknowledge claims of third parties before giving the service provider reasonable opportunity to defend the rights of third parties in another manner.
3. If the rights of third parties are infringed by a service provided by the service provider, the service provider shall, at its own discretion and at its own expense
   
   1. procure the right for the customer to use the service, or
   2. design the service in such a way that it does not infringe any rights, or
   3. withdraw the service and reimburse the customer for the remuneration paid for it (less reasonable compensation for use) if the service provider cannot achieve any other remedy at reasonable expense.

The interests of the customer shall be taken into account appropriately.

4. Subject to Section 8, the obligations of the service provider specified in Section 7 are exhaustive in the event of a breach of protective rights or copyright. They shall only apply if
   
   1. the customer immediately informs the service provider of any asserted infringements of property rights or copyrights,
   2. the customer supports the service provider to a reasonable extent in defending against the asserted claims or enables the service provider to implement the remedial measures in accordance with Section 7.3,
   3. the service provider reserves the right to take all defensive measures, including out-of-court settlements,
   4. the legal defect is not based on an instruction from the customer or on the fact that the infringement only arises from the combination of the service provided by the customer with products or services outside the scope of the service provider's services, and
   5. the infringement of rights was not caused by the customer arbitrarily changing the service object or using it in a manner not in accordance with the contract.
5. If the customer intends to export or transfer the service object to the Russian Federation, Belarus, or to a country or territory against which the United Nations, the European Union, the United States of America, or the country in which the service provider has its principal place of business ("Seller Country"), the Customer shall notify the Service Provider thereof in writing prior to the conclusion of the contract between the Service Provider and the Customer in accordance with Section 1.2; The same applies to (i) the transit of the service object through a country or territory against which the United Nations, the European Union, or the United States of America has imposed restrictions on the transit of goods, and/or (ii) if and to the extent that intellectual property rights or trade secrets or the granting of rights to access or reuse material or information protected by intellectual property rights or as trade secrets ("IP Rights") are sold, licensed or otherwise transferred, provided that the customer intends to use these IP Rights for items that are intended, directly or indirectly, for sale, delivery, transfer or export to the Russian Federation or for use in the Russian Federation, or (to the extent that sublicensing is permitted) to grant a sublicense for these IP Rights. If the customer has such an intention after conclusion of the contract, such export, transfer, transit, or use requires the prior written consent of the service provider. Notwithstanding the foregoing, the customer warrants that it (i) complies with the relevant export control regulations, including embargoes and other sanctions in force in the seller's country, the European Union, and the United Nations, and (ii) also complies with all other foreign export control regulations, including embargoes and sanctions. provided that the seller's country, the European Union, or the United Nations have imposed comparable regulations, embargoes, or sanctions as in the countries concerned. In the event of resale of the service object by the customer, the customer shall (i) ensure through appropriate agreements that these obligations are passed on throughout the entire supply chain and to the end customer with whom the service object remains, and (ii) monitor compliance in an appropriate manner. In the event of a breach of Section 7.5, the Service Provider shall be entitled to terminate the contract with immediate effect and to assert claims for damages.
6. Claims by the customer for defects of title shall become time-barred in accordance with Section 6.3. Section 8 shall apply in addition to claims for damages and reimbursement of expenses by the customer; Section 6.3 shall apply mutatis mutandis to additional expenses incurred by the service provider.

8. Liability

1. If the service cannot be used by the customer in accordance with the contract due to the fault of the service provider as a result of omitted or incorrect execution of proposals and consultations made before or after conclusion of the contract or due to the breach of other contractual ancillary obligations, the provisions of Sections 6, 7, and 8.3 shall apply accordingly, excluding further claims by the customer.
2. If data or components (such as hardware or software) need to be restored, the service provider shall only be liable for the costs necessary for restoration in the case of proper data backup and failure prevention by the customer. In the event of slight negligence on the part of the service provider, this liability shall only apply if the customer has carried out data backup and failure prevention appropriate to the type of data and components prior to the malfunction. This shall not apply if this has been agreed as a service to be provided by the service provider.
3. For damage that has not occurred to the object of performance itself, the service provider shall only be liable – for whatever legal reasons, including liability for auxiliary persons and liability for tort – for
   
   1. in cases of intent,
   2. in the event of gross negligence on the part of the owner/bodies or executive employees,
   3. in the event of culpable injury to life, limb, or health,
   4. in the event of defects that he has fraudulently concealed or if he has assumed a guarantee for the quality of the item,
   5. in the event of defects in the object of performance, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of essential contractual obligations, the service provider shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to the reasonably foresee-able damage typical for the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

4. Further claims for damages—regardless of their legal basis—are excluded. Insofar as the service provider's liability for damages is exclud-ed or limited, this also applies with regard to the personal liabil-ity for damages of the service provider's employees.

9. Software use

1. Insofar as software is included in the scope of services, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the object of performance for which it is intended.
2. The customer may only reproduce, revise, translate, or convert the object code into source code to the extent permitted by law (§§ 69a ff. UrhG). The customer undertakes not to remove manufacturer information, in particular copyright notices, or to change it without the prior written consent of the service provider. All other rights to the software and the documentation including copies, remain with the service provider or the software supplier. The granting of sublicenses is not permitted.
3. Before providing the software to the customer, the service provider shall check it for computer viruses and similar programs, program parts, and harmful functions that could lead to the loss or falsification of data or programs or to the impairment of systems or parts thereof (hereinafter referred to as "computer viruses") using state-of-the-art and up-to-date protective measures. Nevertheless, this cannot exclude the risk that the software contains undetected or mutated computer viruses, or that such viruses may penetrate a (operating or control) system of the customer at a later point in time and thereby possibly alter or delete the program data of the software or other data or programs or impair systems.
4. The customer must therefore also take measures to protect against computer viruses and other destructive data. The customer is obliged to test the delivered software for computer viruses before executing it and opening files. This also applies to software that the customer intends to use within the scope of its (operating or control) systems, insofar as this may affect the functionality of the service provider's software.
5. The customer is obliged to back up data independently and regularly to protect against data loss due to computer viruses. In the event of loss or manipulation of data, the service provider shall only be liable for the expense necessary to restore the correct data if the customer has backed up the data properly.
6. The terms of use for networked products and connected services within the meaning of Regulation (EU) 2023/2854 ("DA") are part of these General Terms and Conditions of Delivery as EU Data Act @ Voith as of 09/2025 and are available at the following link: https://www.voith.com/corp-en/footer/terms-and-conditions.html. The parties acknowledge that these terms and conditions apply to all relevant contractual relationships and are incorporated in their currently valid version upon conclusion of the contract.

10. Applicable law, place of jurisdiction

1. All legal relationships between the Service Provider and the Customer shall be governed exclusively by the substantive law of the Federal Republic of Germany.
2. The place of jurisdiction is the court responsible for the service provider's registered office. However, the service provider is entitled to bring legal action at the customer's headquarters.
   

11. Final provisions

1. The service provider is entitled to store, transfer, use, modify, and delete the customer's personal data within the scope of business transactions, both domestically and abroad. The customer is hereby informed of this. In addition, the contracting parties shall conclude agreements necessary under data protection law for the handling of personal data.
2. Unless otherwise stated in the order confirmation, the place of performance for the mutual obligations arising from the contractual relationship shall be the registered office of the service provider. This shall also apply if standard commercial clauses have been agreed.
3. Should individual parts of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining parts.
4. Declarations serving to establish, preserve, or exercise rights must be made in writing. The written form is also fulfilled by text form via remote data transmission (e.g., SAP dispatch, email), electronic signature, unless the written form is required by law.
5. The customer may not transfer its contractual rights to third parties without the written consent of the service provider. The service provider may transfer its contractual rights to third parties at any time, unless the third parties are direct competitors of the customer. In the latter case, the written consent of the customer is required.
6. If the service provider provides services for the customer, creates custom software, rents hardware and standard software, allows the use of software via the Internet, maintains hardware, or sells hardware as part of the contract, or provides similar services, the corresponding special terms and conditions of the service provider shall apply in addition and take precedence.