Terms and Conditions

General Terms and Conditions of MediaLas Electronics GmbH, as of 2025

I. General Provisions

1. The following terms and conditions of sale and delivery apply to all legal relationships between MediaLas Electronics GmbH, registered office in Balingen, Germany – hereinafter referred to as the “Seller” – and its customers – hereinafter referred to as the “Buyer”. Our terms of sale apply exclusively; we do not recognize any terms of the Buyer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms of sale also apply if we carry out the delivery to the Buyer without reservation in the knowledge of terms of the Buyer that conflict with or deviate from our terms of sale.

2. The Buyer is aware that the devices and products delivered by the Seller may be subject to export control by the German Federal Office for Economic Affairs (Bundesamt für gewerbliche Wirtschaft). The Buyer is obliged to observe the relevant regulations of this authority in the event of any re-export of the devices delivered by the Seller.

II. Offer – Offer Documents

1. Offers made by the Seller are non-binding, unless otherwise stated in the order confirmation.

2. The Seller reserves ownership rights and copyrights to illustrations, drawings, calculations, and other documents.

3. The Seller reserves the right to make minor changes to designs and forms up until delivery and to replace components with equivalent parts, provided these are based on technical developments, do not impair functionality, and are reasonable for the Buyer.

4. The presentation of goods in the online shop or on other internet sites does not constitute a legally binding contractual offer, but is merely a non-binding invitation to prospective buyers to order goods or services. By ordering the desired goods, the Buyer submits a binding offer to conclude a purchase contract. Acceptance of the offer takes place in writing or in text form, or by dispatch of the ordered goods within the agreed delivery periods. If the delivery period expires without result, the offer shall be deemed rejected.

III. Prices

Unless otherwise stated in the order confirmation, the prices quoted apply “ex works” Balingen, excluding packaging and transport; these costs will be invoiced separately.

IV. Terms of Payment

1. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, the Seller is entitled at any time, including within an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. The Seller shall declare a corresponding reservation at the latest with the order confirmation.

2. Upon expiry of the aforementioned payment period, the Buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. The Seller reserves the right to claim further damages caused by the default.

3. The Buyer is only entitled to rights of set-off or retention to the extent that its claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s statutory counter-rights remain unaffected.

V. Delivery, Transfer of Risk

1. The delivery period is agreed individually or stated by the Seller upon acceptance of the order. In each case, this is an approximate indication.

2. If the Seller is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of the service), it shall inform the Buyer of this without undue delay and at the same time communicate the expected new delivery deadline. If the service is not available within the new delivery period either, the Seller is entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer will be reimbursed without undue delay. Non-availability of the service exists, for example, in the event of late delivery to the Seller by its own suppliers where the Seller has concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if the Seller is not obliged to procure in the individual case.

3. The occurrence of a delay in delivery is determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer is required. If the Seller is in default of delivery, the Buyer may demand lump-sum compensation for its damage caused by the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but no more than 5% of the delivery value of the goods delivered late in total. The Seller reserves the right to prove that the Buyer has suffered no damage at all or only significantly less damage than the aforementioned lump sum.

4. The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

5. If the Buyer is in default of acceptance, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer is responsible, the Seller is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

6. In the absence of a separate agreement, the shipping route and means of transport are left to the Seller’s choice, whereby the Seller assumes no liability in this respect.

VI. Retention of Title

1. Vis-à-vis entrepreneurs (§ 14 BGB, German Civil Code)

a. All objects of purchase remain the property of the Seller until payment of all claims of the Seller against the Buyer – irrespective of their legal basis and due date – even if payments are made for specifically designated claims. The retention of title also applies in particular to secure all claims connected with the object of purchase, as well as to secure all claims of the Seller arising from transactions with other companies belonging to the Buyer or affiliated with it through shareholding.

b. In the event of conduct by the Buyer in breach of contract, in particular default of payment, the Seller is entitled to take back the purchased item. The taking back of the purchased item by the Seller constitutes a withdrawal from the contract. After taking back the purchased item, the Seller is authorized to realize its value; the realization proceeds shall be credited against the Buyer’s liabilities, less reasonable realization costs.

c. The Buyer is obliged to handle the purchased item with care. If maintenance and inspection work is required, the Buyer must carry this out in good time at its own expense.

d. For the duration of the retention of title, the object of purchase must be insured at replacement value, including any transport risk, against fully comprehensive damage and liability, with the proviso that the rights under the insurance accrue to the Seller. All claims of the Buyer under the insurance contract are hereby assigned to the Seller. The Seller accepts this assignment. Insurance benefits are to be used in full for the restoration of the object of purchase. In the event of a total loss, the insurance benefits shall be used to settle the remaining claims of the Seller. Any surplus shall be due to the Buyer.

e. The risk of loss, wear, or damage to the object of purchase during the period of retention of title is borne by the Buyer.

f. In the event of seizures or other interventions by third parties, the Buyer must notify the Seller immediately in writing so that the Seller can file an action pursuant to § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse the Seller for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer is liable for the loss incurred.

g. The Buyer is entitled to resell the purchased item in the ordinary course of business; however, the Buyer hereby assigns to the Seller all claims in the amount of the final invoice amount (including VAT) of the Seller’s claim which accrue to it from the resale against its customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The Seller accepts the assignment. The Buyer remains authorized to collect this claim even after the assignment. The Seller’s authority to collect the claim itself remains unaffected. However, the Seller undertakes not to collect the claim as long as the Buyer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application has been filed for the opening of insolvency proceedings against the Buyer’s assets and no suspension of payments by the Buyer exists. If this is the case, however, the Seller may demand that the Buyer disclose the assigned claims and their debtors, provide all information required for collection, hand over the associated documents, and disclose the assignment to the debtors (third parties).

h. Any processing or transformation of the purchased item by the Buyer is always carried out on behalf of the Seller. If the purchased item is processed together with other objects not belonging to the Seller, the Seller acquires co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same applies to the item created by processing as to the purchased item delivered under retention of title.

i. If the purchased item is inseparably mixed with other objects not belonging to the Seller, the Seller acquires co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the Buyer’s item is to be regarded as the main item, it is deemed agreed that the Buyer transfers proportional co-ownership to the Seller. The Buyer holds the sole ownership or co-ownership thus created in safe custody for the Seller.

j. The Seller undertakes to release the securities to which it is entitled at the Buyer’s request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at the Seller’s discretion.

2. Vis-à-vis consumers (§ 13 BGB, German Civil Code)

a. The delivered goods remain the property of the Seller until they have been paid for in full.

b. The Buyer must notify us of any access by third parties to the goods subject to retention of title without undue delay after becoming aware of it. The Buyer is liable for all costs incurred in removing such access, in particular by filing a third-party objection action, insofar as reimbursement of the costs cannot be obtained from the third party concerned.

VII. Warranty

1. The Seller warrants that the object of purchase is free from defects in material and workmanship, but not the suitability of the object of purchase for a particular purpose. Examining and deciding this is solely the responsibility of the Buyer. Minor deviations from the Seller’s specifications as well as technical changes that do not significantly impair the usability of the object of sale do not constitute a defect within the meaning of these warranty provisions.

2. Illuminants and light-generating semiconductors such as lamps, LEDs, or laser diodes are excluded from the warranty.

3. If the Buyer is a merchant within the meaning of the HGB (German Commercial Code), its claims for defects are subject to the condition that it has properly fulfilled its obligations to inspect and give notice of defects pursuant to § 377 HGB. The Buyer is obliged to give written notice of obvious defects within 8 days of delivery of the object of purchase, and of hidden defects within the same period from discovery of the defect. Failure by a commercial Buyer to give timely notice of defects results in the loss of the corresponding warranty claims.

4. If the item delivered to an entrepreneur (§ 14 BGB) is defective, the Seller may first choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement delivery). If the type of subsequent performance chosen by the Seller is unreasonable for the Buyer in the individual case, the Buyer may refuse it. The Seller’s right to refuse subsequent performance under the statutory conditions remains unaffected.

5. The Seller is entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a part of the purchase price that is reasonable in proportion to the defect.

6. The Seller’s warranty obligation expires if the delivered object of purchase is handled improperly, is modified or processed without the Seller’s approval, is subjected to excessive use, or if the original serial numbers or warranty labels are removed or altered.

VIII. Limitation of Liability

1. The Seller is liable for damages – irrespective of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, the Seller is liable, subject to statutory limitations of liability (e.g. duty of care in its own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body, or health,

b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is a prerequisite for the proper performance of the contract in the first place and on whose observance the contractual partner regularly relies and may rely); in this case, however, the Seller’s liability is limited to compensation for the foreseeable, typically occurring damage.

2. The limitations of liability resulting from paragraph 1 also apply vis-à-vis third parties and in the event of breaches of duty by persons (including in their favor) for whose fault the Seller is responsible under statutory provisions. They do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed, and for claims of the Buyer under the German Product Liability Act (Produkthaftungsgesetz).

3. In the event of a breach of duty that does not consist of a defect, the Buyer may only withdraw from or terminate the contract if the Seller is responsible for the breach of duty. A free right of termination of the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded.

IX. Limitation Period

1. Vis-à-vis entrepreneurs (§ 14 BGB), the general limitation period for claims arising from material defects and defects of title in new goods is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance. For used items, any liability for material defects vis-à-vis entrepreneurs (§ 14 BGB) is excluded.

2. Vis-à-vis consumers (§ 13 BGB), the general limitation period for claims arising from material defects and defects of title in new goods is two years from delivery. If acceptance has been agreed, the limitation period begins with acceptance. For used items, the liability for material defects vis-à-vis consumers (§ 13 BGB) is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

X. Severability Clause

Should individual provisions of these General Terms and Conditions be invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by the parties with an agreement that corresponds to what would reasonably have been agreed according to the content and purpose of these General Terms and Conditions had this case been considered. The fact that the Seller does not insist on compliance with individual contractual provisions, does not draw any conclusions from their non-compliance, or does not assert claims, shall not be construed as a waiver of its rights and claims in this respect.

XI. Written Form, Place of Jurisdiction, Applicable Law, Place of Performance

1. Amendments or supplements to these terms and conditions must be made in writing; this also applies to the written form requirement itself.

2. The place of jurisdiction is Balingen, provided that

a) the Buyer is a merchant without belonging to the traders designated in § 4 of the HGB;

b) the Buyer is a legal entity under public law or a special fund under public law;

c) the Buyer has no general place of jurisdiction in the Federal Republic of Germany, or relocates its place of residence or habitual abode outside the territory of the Federal Republic of Germany after conclusion of the contract, or whose place of residence or habitual abode is unknown at the time the action is filed;

3. The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

4. Unless otherwise stated in the order confirmation, our registered office is the place of performance.