Terms of service

1. General

1.1. Any delivery of goods and services by OPTIMOL Instruments Prüftechnik GmbH (“OPTIMOL”) as seller or provider to a customer being an entrepreneur in the meaning of section 14 German Civil Code (BGB), a juridical person in public law or a public-law special fund (“Customer”) shall be subject to the General Terms and Conditions set forth herein.

1.2. Unless otherwise explicitly agreed, these General Terms and Conditions apply in the latest version provided to the Customer as framework contract also for similar future contracts with that Customer without any further reference to the General Terms and Conditions being required in every single case.

1.3. The Customer’s general terms and conditions that are inconsistent or complementary with these General Terms and Conditions shall only
be applicable to the extent OPTIMOL has explicitly approved such general terms and conditions. This requirement of explicit approval applies in any case, regardless of whether OPTIMOL delivers goods and services to the Customer in knowledge of the Customer’s general terms and conditions without explicitly objecting to them.

1.4. Legal declarations and notifications in relation to the contract (e.g. setting of limits, notice of defects, rescission or reduction of contract
price) are to be made in writing (including by way of letter, email or fax). Statutory form requirements as well as other documentation
requirements in case of doubts regarding the identity of the person making the declaration or notification remain unaffected.

2. Conclusion of Contract

2.1. All offers provided by OPTIMOL are subject to change without notice and non-binding. This also applies if OPTIMOL provides to the Customer in printed or electronic form any catalogue, technical documentation (e.g. drawings, plans, calculations, reference to DIN norms), or other  materials; all such materials are always provided subject to retention of title.

2.2. Any order placed by the Customer shall be considered a binding offer to enter into a contract with OPTIMOL. Unless otherwise explicitly notified in writing, OPTIMOL shall be entitled to accept the offer within twenty (20) business days after receipt.

2.3. OPTIMOL may accept the offer in writing (e.g. by way of an order confirmation) or by way of delivery of goods and services to the Customer.
If OPTIMOL’s acceptance deviates from the offer, it shall be regarded as a new non-binding offer.

3. Performance of Services

3.1. To the extent that OPTIMOL provides services such as e.g. maintenance, calibration or training services to the Customer, such services are
provided by skilled and qualified personnel and in a professional manner in accordance with the standards of OPTIMOL’s industry.

3.2. The Customer bears the risk that any services ordered meet the Customer’s wishes and needs. If in doubt, the Customer should obtain
advice from OPTIMOL or third-party experts in good time.

3.3. As a necessary pre-condition for performance by OPTIMOL of the services, the Customer must provide free of charge all collaboration that
OPTIMOL reasonably requires in connection with performance of the services.

4. Delivery

4.1. Delivery periods shall only be binding if expressly agreed. Delivery periods shall begin on the date of the order confirmation by OPTIMOL, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on timely notification of readiness to ship if goods cannot be dispatched in time through no fault of OPTIMOL.

4.2. With respect to non-binding delivery periods and dates (i.e. periods and dates which are not expressly defined as fixed in the order
confirmation), the Customer may two weeks after expiry of such non-binding delivery period or date set an adequate grace period for
delivery. OPTIMOL may only be deemed to be in default after expiry of such a grace period.

4.3. Whether OPTIMOL is in default with its delivery is subject to statutory provisions. If OPTIMOL is in default with its delivery, the Customer is
entitled to liquidated damages (pauschalierter Schadensersatz) in the amount of 0.5% of the net price of goods and services delivered per
completed calendar week of delay, up to a maximum of 5% of the net price of goods and services delivered. OPTIMOL shall be entitled to prove that the Customer has not suffered any damages or substantially lower damages than the liquidated damages set forth in the preceding sentence.

4.4. The Customer’s rights pursuant to section 10 of these General Terms and Conditions as well as OPTIMOL’s statutory rights, including in case
the obligation to perform is excluded (e.g. due to impossibility or unreasonableness to perform or remedy defects) remain unaffected.

4.5. OPTIMOL may perform partial deliveries and render partial services if such action would not unreasonably affect the Customer.

5. Shipment, Passing of Risk

5.1. Unless otherwise expressly agreed, OPTIMOL delivers ex works (EXW INCOTERMS 2010)Westendstr. 125, Munich, Germany, which shall
be the place both for fulfilment of performance and supplementary performance obligations. Upon the Customer’s request, OPTIMOL will at
the Customer’s cost perform services at a location determined by the Customer. Upon the Customer’s request, OPTIMOL will further pack
and ship the goods to a destination determined by the Customer at the Customer’s cost and risk(“Sale by Dispatch”, Versendungskauf). Unless
otherwise expressly agreed, OPTIMOL shall be entitled to determine the details of dispatching (i.e. carrier, dispatch route, packaging).

5.2. In case of a Sale by Dispatch, the risk of accidental deterioration, loss and destruction shall pass to the Customer as soon as the
goods have been handed over to the person executing the shipment. To the extent an acceptance is agreed, such acceptance shall
be relevant for passing of risk. Generally, for an agreed acceptance the statutory provisions shall apply. Acceptance shall be deemed to
have been effected if the Customer is in default with accepting (Annahmeverzug).

5.3. If the Customer is in default with accepting (Annahmeverzug), fails to comply with cooperation obligations or if a shipment is delayed for reasons attributable to the Customer, OPTIMOL shall be entitled to claim damages associated therewith, including refund of any expenditure (e.g. storage costs). OPTIMOL will apply liquidated damages (pauschalierter Schadensersatz) in the amountof 0.1% of the net price of goods and services delivered per calendar day beginning with the agreed time of delivery or, if no time has been agreed, with OPTIMOL notifying the  Customer of its readiness to ship. OPTIMOL shall be entitled to claim actual damages in excess of the liquidated damages set forth above and to assert other statutory rights (e.g. termination); the Customer shall be entitled to prove that OPTIMOL has not suffered any damages or substantially lower damages than the liquidated damages set forth above.

6. Prices, Payment

6.1. Unless otherwise explicitly agreed, the prices quoted in the order confirmation of OPTIMOL shall solely apply. Additional services will be invoiced separately.

6.2. All prices are quoted as net prices and do not include value added tax, which is to be paid additionally by the Customer in the amount
specified by applicable law.

6.3. In case of a Sale by Dispatch (section 5.1 above), the Customer bears the freight costs ex works, the packaging costs as well as any
applicable fees of transport insurances, if deemed required by the Customer. Any possible customs duties, fees, taxes and any other public levies shall be borne by the Customer. In case of services performed at a location determined by the Customer, the Customer bears the costs for travel and expenses.

6.4. Payment shall be made in full within thirty (30) days from the date of the invoice. Payment shall be considered to have been made on the
day the payable sum is received by OPTIMOL. OPTIMOL reserves the right to request a letter of credit or advance payment before shipment,
also in standing relationships with customers at any time. If OPTIMOL wishes to exercise this right, OPTIMOL will notify the Customer thereof
latest in the order confirmation.

6.5. Immediately upon lapse of the due date for payment, the Customer is in default. During the time of default, OPTIMOL shall be entitled to
demand default interest of eight (8) percentage points above the base lending rate p.a. OPTIMOL reserves the right to claim a higher
actual damage.

6.6. The Customer may only withhold or offset due payments against its own counter-claims if these are uncontested or have been found to be
legally binding; the Customer’s rights for warranty claims pursuant to section 9 remain unaffected. Subject to section 354a of the German Commercial Code (HGB), any claims held against OPTIMOL may not be assigned to third parties.

7. Retention of Title

7.1. Delivered goods shall fully remain property of OPTIMOL until all current and future receivables based on all legal grounds of the ongoing business relationship between OPTIMOL and the Customer have been fully paid up (“Retention of Title”).

7.2. The Customer shall not pledge or assign as security any goods under Retention of Title. The Customer shall inform OPTIMOL without undue
delay if it files an application to open insolvency proceedings or if the goods are being seized or otherwise exposed to interference of third
parties.

7.3. In case of the Customer’s non-compliance with these General Terms and Conditions, including any payment default, OPTIMOL shall be
entitled to rescind the contract pursuant to statutory laws and/or to request the return of the goods subject to Retention of Title. However,
the request to return the goods subject to Retention of Title does not include the declaration to rescind the contract; OPTIMOL is entitled to request the return of goods subject to Retention of Title without declaring to rescind the contract. In case of payment default, OPTIMOL is only entitled to exercise such rights if OPTIMOL has given the Customer a reasonable grace period for payment, unless such grace period is not required under statutory law.

7.4. The Customer may resell, process, combine or mix with other property, or otherwise integrate goods under Retention of Title in normal
business operations, as long as the Customer is not defaulting.

7.5. In case of processing, combining or mixing of goods subject to Retention of Title with goods of the Customer, OPTIMOL shall be entitled to
co-ownership of the new property inasmuch as the invoiced value of goods sold with Retention of Title relates to the value of the other involved
goods. Where OPTIMOL’s co-ownership becomes null and void due to processing, combining or mixing with other goods, the Customer immediately assigns to OPTIMOL those of its rights of ownership in the new property which correspond to the amount of the value of goods subject to Retention of Title by OPTIMOL. The Customer shall also be responsible for holding such rights in safe custody on behalf of OPTIMOL and at the Customer’s own expense. Any rights to co-ownership created as a result of such processing, combining or mixing shall be subject to section 7.1 of these General Terms and Conditions.

7.6. The Customer herewith assigns to OPTIMOL any receivables resulting from a resale of goods initially sold with Retention of Title. OPTIMOL
herewith declares acceptance of such assignment. These receivables will be used to substitute the goods under Retention of Title as collateral of the equivalent amount. The Customer shall only be entitled and authorised to resell such goods if his receivables therefrom accrue to OPTIMOL up to the amount as stated in the invoice for the goods initially sold with Retention of Title by OPTIMOL. Section 7.2 shall also apply to the receivables.

7.7. If the Customer resells goods under Retention of Title together with goods from other suppliers at a certain total price, the Customer shall assign to OPTIMOL his receivables from such resale in the same amount as stated in the invoice for the goods initially sold with Retention
of Title by OPTIMOL. 7.8. Until OPTIMOL gives notice of revocation, the Customer shall be authorised to collect receivables assigned to OPTIMOL. OPTIMOL commits not to collect such receivables as long as the Customer does not fail to meet its payment obligations under the business
relationship with OPTIMOL in due course and OPTIMOL is not exercising the rights pursuant to section 7.3 above for return of the goods
subject to Retention of Title. In such case, however, OPTIMOL shall be entitled to give notice of revocation and the Customer shall
promptly notify OPTIMOL of any assigned receivables and respective debtors, furnish all data required for collection of such receivables,
hand over all related documentation and advise the debtors of such assignment. OPTIMOL reserves the right to personally advise the debtors of such assignment.

7.9. If the value of the collateral deposited for the benefit of OPTIMOL exceeds the amount of secured claims by a total of more than ten (10)
per cent, the Customer shall be entitled to demand that OPTIMOL insofar releases securities of the choice of OPTIMOL.

8. Software Rights

8.1. Software programs will fully remain the property of OPTIMOL. No program, documentation or subsequent upgrade thereof may be disclosed
to any third party, without the prior written consent of OPTIMOL, nor may they be copied or otherwise duplicated, even for the Customer's internal needs apart from a single back-up copy for safety purposes.

8.2. The Customer is granted a non-exclusive, non-assignable right to use the software, including any related documentation and updates, for no
other purpose than operating the product, for which such software is intended. For programs and documentation created and delivered at the
Customer's request, OPTIMOL shall grant the Customer single end user licences for non- exclusive non-assignable exploitation.

8.3. Typically, no source programs are provided. This shall require a special written agreement in each particular case.

9. Warranty

9.1. Any rights of the Customer in relation to defective goods and services shall be governed by statutory law, unless agreed otherwise in the
following provisions of this section 9.

9.2. Primary basis of OPTIMOL’s liability for defective goods and services are the expressly agreed qualities. Specific qualities set forth in product specifications shall be deemed agreed if included in the contract or made publicly available by OPTIMOL on its website or otherwise. Unless limits for variations to data contained in the product specifications, e.g. about weight, measure, speed, temperature or capacity, have expressly been agreed, such variations shall be admissible that are customary within the trade. To the extent no explicit qualities have been agreed, statutory
law shall apply to determine whether a good or service is defective or not. OPTIMOL, however, does not assume liability for public statements
of suppliers or other third parties.

9.3. The Customer must notify OPTIMOL in writing without delay if it identifies defects and must include a precise description of the problem and
the information that is useful for eliminating the defect. Insofar as is reasonable in ordinary business, the Customer must inspect the goods
and services without delay after OPTIMOL delivers them and, if a defect is apparent, notify OPTIMOL of it without undue delay. If the Customer does not notify OPTIMOL of the defect, the goods and services are deemed to be approved, unless the defect was not apparent at the time of inspection. If such a defect subsequently becomes apparent, the Customer must notify OPTIMOL without undue delay after discovering the defect; otherwise, the goods and services are deemed to be approved despite the presence of the defect. The Customer’s rights are secured if the notification was received in time. OPTIMOL cannot rely on the provisions in sentences 2 to 5 in this section 9.3 if OPTIMOL has fraudulently concealed the defect.

9.4. OPTIMOL shall not accept any liability for defects in goods supplied if they are caused by normal wear and tear. The Customer shall have
no rights against OPTIMOL in respect of defects in goods sold as lower-class or used goods.

9.5. Any liability of OPTIMOL for defects shall be void if operating or maintenance instructions are not observed, if changes are made to goods
or services, if parts are replaced or materials used that are not in accordance with the original product specifications by OPTIMOL, unless the
Customer can show that the defect in question resulted from another cause.

9.6. Where defects as to quality are duly notified, OPTIMOL will discharge its warranty by remedying the defect either by providing the
Customer with a new version of the goods and services that is free of defects or, at OPTIMOL’s discretion, by eliminating the defect.
OPTIMOL’s statutory right to refuse supplementary performance shall remain unaffected.

9.7. OPTIMOL shall be entitled to withhold supplementary performance until the Customer has paid the price due for the defective good or service. The Customer, however, is entitled to retain a portion of the price which is reasonably equivalent to the defect.

9.8. The Customer shall give OPTIMOL reasonably required time and opportunity to conduct the supplementary performance, including by way
of timely return of goods claimed to be defective. In case of a replacement, the Customer shall return the goods in accordance with statutory law. Supplementary performance does not include disassembling the defective good or re-assembling it after repair if and to the
extent that OPTIMOL was not required to assemble the good upon first delivery.

9.9. Any required expenditure for examination and supplementary performance, including transport, dispatch, labour and material costs (excluding costs for disassembling and re-assembling the defective good; see section 9.8 above) shall be borne by OPTIMOL if the good proves to be defective. In all other cases, OPTIMOL shall be entitled to claim disbursement of all costs incurred (including examination, transport, dispatch, labour and material costs) in relation to the unjustified claim for supplementary performance, unless it was indistinguishable for the Customer that the good was not defective.

9.10. In urgent cases, e.g. threats to the operational safety or to prevent disproportionate damage, the Customer shall be entitled to repair the
defect itself or have it repaired by third parties and request compensation for the objectively necessary expenses of the repair. The Customer shall notify OPTIMOL of the self- remedy of defects without undue delay, if possible prior to commencement. The right to self-remedy defects shall be excluded if OPTIMOL is entitled to refuse respective supplementary performance pursuant to statutory law.

9.11. If supplementary performance failed or a grace period set by the Customer for supplementary performance has lapsed without success or is
legally dispensable, the Customer shall be entitled to rescind the contract or reduce the contract price. The right to rescind the contract shall be excluded if the defect is insignificant.

9.12. Any rights of the Customer to receive damages or reimbursement of futile expenditure, also in case of defective goods or services, shall be
governed by the provisions in section 10 of these General Terms and Conditions.

10. Limited Liability

10.1. Unless explicitly set forth otherwise anywhere in these General Terms and Conditions, OPTIMOL shall be liable for contractual and
non-contractual breach in accordance with the statutory provisions.

10.2. OPTIMOL shall be liable for damages or reimbursement of futile expenditure – irrespective of the legal basis for liability – if OPTIMOL has acted intentionally or with gross negligence. In cases of simple or slight negligence, OPTIMOL shall – subject to more lenient standards of liability pursuant to statutory law (e.g. diligence exercised for own matters, diligentia quam in suis) – only be liable

a) in case of damages resulting from death, injury to health or physical injury; or

b) if such negligence results in the breach of an essential contractual duty (Kardinalpflicht, a duty which itself is a necessary prerequisite for
the contractual performance or a duty the breach of which jeopardizes the purpose of the contract and upon fulfilment of which the Customer
could legitimately rely), in which case OPTIMOL’s liability shall be limited to typical damages which are foreseeable at the time of the conclusion of the contract.

10.3. The exclusions and limitations of liability in section 10.2 shall also apply for damages or reimbursement of futile expenditure caused by persons for which OPTIMOL assumes liability pursuant to statutory law. The exclusions and limitations of liability in section 10.2 shall not apply in cases of a quality warranty in accordance with section 444 of the German Civil Code (BGB), in cases where OPTIMOL has maliciously failed to disclose a defect or where the laws on product liability impose overriding liabilities which cannot be excluded.

10.4. OPTIMOL’s liability for software supplied by OPTIMOL shall be limited to liability for losses or alteration of data caused by the program;
however, OPTIMOL shall not be liable for any losses or alteration of data which could have been avoided by the Customer’s compliance with its duty to secure such data at appropriate intervals and at least once per day. 10.5. The Customer shall only be entitled to rescind or terminate for breach of contract which is not due to a defective good or service if OPTIMOL can be held responsible for that breach of contract.

11. Statute of Limitation

11.1. By derogation from section 438 paragraph 1 No. 3 German Civil Code (BGB), the limitation period for claims for defects shall be twelve (12)
months from delivery. To the extent acceptance has been agreed, the limitation period shall only start upon acceptance.

11.2. The limitation period set forth in section 11.1 above shall also apply for contractual and non- contractual claims for damages due to a defective good or service, unless the statutory imitation period pursuant to sections 195, 199 German Civil Code (BGB) results in a shorter
limitation period in the specific case. Damage claims of the Customer pursuant to section 10.2 sentence 1 and sentence 2a) as well as based
on the laws on product liability become time- barred solely in accordance with statutory limitation periods.

12. Industrial Property Rights, Copyrights

12.1. In the event of claims against the Customer because of breach of an industrial property right or a copyright in using goods or services supplied by OPTIMOL in accordance with the contractually defined manner, OPTIMOL shall be responsible to obtain the right for the Customer to continue using such goods or services, provided that the Customer gives immediate written notice of such third-party claims and OPTIMOL’s rights to take all appropriate defensive and out-of-court actions are reserved. If, despite such actions, it proves impossible to continue using the goods or services supplied by OPTIMOL under reasonable economic conditions, it shall be understood as agreed that OPTIMOL may, at
OPTIMOL’s discretion, modify or replace the particular good or service to remove the legal deficiency, or take back such good or service
and refund the price previously paid to OPTIMOL less a certain deduction to account for the age of the good or service in question.

12.2. The Customer shall have no further claims alleging infringement of industrial property or copyrights provided OPTIMOL has neither
violated essential contractual duties nor intentionally or grossly negligently breached contractual duties. OPTIMOL shall have no obligations in accordance with section 12.1 in case breaches of rights are caused by exploiting the goods or services supplied by OPTIMOL in any other manner than contractually defined or by operating these together with any other than OPTIMOL goods or services.

13. Force Majeure

13.1. If OPTIMOL or the Customer are prevented in the performance of any act by reason of act of God, fire, flood, or other natural disaster, strikes, lock-outs, or other labour troubles, riots, insurrection, war or other reason of like nature which is not the fault of the party required to perform (“Force Majeure Event”), then performance of such act shall be excused for the period of the Force Majeure Event and the period of the performance of any such act shall be extended for a period equivalent to the period of such Force Majeure Event.

13.2. If a Force Majeure Event continues for a period of six (6) months, then the party entitled to such performance shall have the option to terminate.

14. Confidentiality

14.1. Both OPTIMOL and the Customer shall keep confidential all confidential information and only disclose such confidential information to those
persons (including its employees, managing directors, agents or other representatives, as well as group companies) that need to know
such confidential information.

14.2. Unless otherwise expressly stipulated or obvious from the nature thereof, no information provided to OPTIMOL in connection with orders
shall be regarded as confidential.

15. Miscellaneous

15.1. Business days are weekdays from Monday to Friday (9 a.m. to 5 p.m. CET), except German national public holidays and December 24
and 31.

15.2. The sale, resale and disposal of goods and services including any associated technology or documentation may be subject to export control
laws of various countries, including the laws of Germany, the EU or the US. The Customer agrees that it will not submit the goods and services to any government agency for regulatory approval without prior written consent of OPTIMOL, and that it will not export the goods and services to countries, persons or entities prohibited by such laws. The Customer is responsible for complying with all applicable legal regulations of the country where the Customer is registered and any foreign countries with respect to the use of the goods and services by the Customer. The Customer declares to have obtained all licenses required for export and import.

15.3. Place of jurisdiction for all disputes arising out of or in connection with the relationship between OPTIMOL and the Customer shall be Munich,
Germany. However, OPTIMOL may also take legal action against the Customer at the Customer’s place of business.

15.4. Governing law shall be the law of Germany with the exclusion of international conflict of law provisions thereof and with the exclusion of the
United Nations Convention on Contracts for the International Sale of Goods (CISG).

Version: 12 February 2018