GENERAL TERMS AND CONDITIONS OF VMT SOLUTIONS LTD.

§ 1 General

The General Terms and Conditions of VMT Solutions Ltd – hereinafter referred to as “VMTS” – apply to all contracts concluded between VMTS and the client, as well as all other agreements made within the scope of the business relationship, unless otherwise agreed.

Amendments to the General Terms and Conditions must be made in writing.

§ 2 Offers and Conclusion of Contract

All offers from VMTS are non-binding. Contracts are concluded through written acceptance of the order by VMTS. The scope of services to be provided by VMT Solutions is determined by the order confirmation from VMT Solutions.

§ 3 Terms of Payment

All invoices from VMTS are payable within 10 days from the invoice date.

All prices are exclusive of packaging, transport, and postage. Complaints regarding invoices are only permissible within 4 weeks, after which they are deemed accepted.

§ 4 Delivery

Delivery dates specified by VMT Solutions are only binding if explicitly stated as such in the order confirmation.

Compliance with delivery deadlines requires the timely provision of the necessary documents and adherence to the relevant contractual terms. In case of non- or partial fulfillment, delivery times will be reasonably extended.

If the client requests changes to the order after it has been placed or if circumstances arise that make it impossible for VMTS to meet the delivery deadline – even though VMTS is not responsible for these circumstances – the delivery date will be postponed by a reasonable period.

In particular, the occurrence of force majeure and all other influences beyond VMTS’s control that significantly affect delivery or performance – especially in the event of strikes or lockouts or other circumstances that, according to general legal principles, are not attributable to VMTS – entitle VMTS to postpone performance for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part for the unfulfilled portion.

If the hindrance is not expected to be resolved within a foreseeable time, VMTS may discontinue delivery or withdraw from the contract in whole or in part without the customer being entitled to claim subsequent delivery or compensation.

§ 5 Liability & Warranty

VMTS is liable only in cases of intent or gross negligence. Liability for slight negligence is excluded.

In all cases in which VMT Solutions is liable, liability is limited to the amount of damages foreseeable by VMT Solutions at the time of concluding the underlying contract.

Any liability is excluded once the customer starts to edit the plans, documents, or files delivered by VMTS, or allows them to be modified by third parties or software.

The customer is obligated to inspect the delivered files immediately and to report obvious defects without delay, at the latest within 10 days of delivery, in writing. Claims for defects reported late are excluded. Non-obvious defects must be reported immediately upon discovery in writing.

In the case of defective performance by VMTS and timely notification of the defect, VMTS is entitled, at its discretion, to correct the defective files or create new ones. Claims for damages due to non-fulfillment are expressly excluded.

VMT Solutions does not guarantee the content review of the delivered files and/or prints before their further use in constructions, planning, and projects. All such responsibilities lie solely with the customer.

§ 6 Retention of Title

Files delivered by VMTS may only be used by the customer for review purposes until full payment of all claims by VMTS from the business relationship has been made.

Ownership of the files transfers only after all claims arising from the contractual relationship have been fulfilled. The customer is not entitled to dispose of the files under retention of title after the payment deadline has passed unless payment has been made in full. In the event that the customer sells the files anyway and VMTS approves this, the customer assigns all claims against their buyers to VMTS upon conclusion of the contract. The customer is obligated to provide VMTS with all information necessary to assert these rights and to perform the necessary acts of cooperation.

§ 7 Choice of Law, Jurisdiction

The law of the Federal Republic of Germany applies.

The place of jurisdiction is Munich, Germany.