General Conditions of Sale of SCHMALZ K.K.

1. Scope

1. These General Terms and Conditions of Sale (referred to hereinafter as “the Conditions”) apply only in respect of entrepreneurs carrying out their commercial or self-employed professional activities as well as in respect of legal entities under public law (referred to hereinafter as “the Customer”). They apply to all business relations between Schmalz K.K. (referred to hereinafter as “the Company”) and the Customer, even if reference is not made hereto in subsequent contracts. They shall apply accordingly to work and services. In case of work performance, taking receipt of the delivered products shall be replaced by acceptance of work, and in case of services, by receipt of the service.

2. Any terms and conditions of the Customer that conflict with, supplement or deviate from the Conditions shall not form part of the contract unless the Company would have consented, in writing, to their applicability. These General Conditions of Sale shall also apply in the event that the Company unconditionally effects delivery to the Customer, in full knowledge of its conflicting, supplementary, or deviating terms from the Conditions.

3. Any agreements between the Company and the Customer made in addition to or deviating from the Conditions and entered into for the purpose of performing a contract shall be laid down in writing in the respective contract. This shall apply accordingly to the waiver of this written form requirement.

4. In addition to the matters set forth in the Conditions, supplementary information shall be referred to as published on the website (https://www.schmalz.co.jp). In the event of any conflict or inconsistency between the Conditions and such website content, the terms of the Conditions shall prevail.

2. Conclusion of Contract

1. Offers quoted by the Company are subject to change and non-binding.

2. Specifications as to illustrations, drawings, weight and dimension, declarations of weight, measurements and consumption, as well as any other descriptions of the products contained in the documents pertaining to the offer, shall be approximate only, unless these have been expressly specified as binding. They do not constitute an agreement or a guarantee as to the characteristics or durability of the products unless they were explicitly agreed as such. Customer expectations concerning the products, or the use thereof, do not constitute any form of agreement or guarantee.

3. The Company reserves all rights of ownership, copyrights, and any other property rights in respect of all offer documentation. Such documents must not be made available to third parties. At the Company’s request, the Customer must return all offer documentation without delay, provided it is no longer required in the ordinary course of business. This also applies mutatis mutandis in particular to all documents, drafts, samples, specimens and models.

4. Individual contracts shall be concluded when the Customer submits a purchase order to the Company as an offer, and the Company issues a written order confirmation in response thereto. Any order confirmation processed by automated means and lacking signature and name is deemed to constitute a written order confirmation. The dispatch of the products by the Company pursuant to such order shall also be deemed to constitute acceptance of the offer.

5. To the extent the order confirmation contains obvious errors, misspellings, or miscalculations, the Company shall not be bound by it.

6. The Company’s silence in response to offers, orders, requests, or other declarations by the Customer shall not be deemed to constitute order confirmation by the Company, unless there is a prior written agreement to the contrary.

3. Customer's Obligations to Cooperate

1. The Customer has the option of configuring individually customized products using the product configurator provided on the website. The product configurator serves solely as a technical aid; the selection and composition of the individual components is the sole responsibility of the Customer.

The Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order. The Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended purpose.

2. The Customer is solely responsible for the accuracy and completeness of the information contained in its order, in particular with regard to the type, quantity, and specification of the products ordered.

Notwithstanding the provisions of Article 95 of the Civil Code, a challenge by the Customer based on mistake is excluded if such mistake asserted is based on circumstances that are within the buyer's sphere of risk and could have been avoided by carefully checking the order. This applies in particular to input, transmission, or transfer errors, quantity, price, or confusion with other products, as well as other operating or selection errors.

4. Scope of Delivery

1. The written order confirmation issued by the Company is authoritative as regards the scope of delivery. Changes to the specifications or scope of delivery by the Customer require the written confirmation of the Company in order to be effective. The Company reserves the right to modify the design and form of the products where such modifications are customary in the industry, or where the deviations are within JIS-based tolerances, with reference to DIN or other relevant standards where appropriate, or where such modifications are reasonable for the Customer. The same shall apply mutatis mutandis  to the selection of materials, the specifications and the construction method.

2. Delivery in parts is permissible unless this is not reasonable for the Customer, giving due consideration to the Company’s interests.

3. Unless explicitly stated in these General Terms and Conditions of Sale, ordered products, in particular individually configured or customized products, may only be returned on the basis of a prior express written agreement with the Company. There is no legal entitlement to the conclusion of such an agreement.

Unless otherwise stipulated in such an agreement, the Customer shall bear all costs associated with the return shipment, in particular transport, packaging, and insurance costs, as well as any customs duties or other ancillary costs; the return shipment shall be at the risk and expense of the Customer.

5. Delivery Period and Transportation

1. Delivery periods and dates must be agreed in writing and are non-binding unless these have been explicitly stipulated by the Company, in advance, as being binding.

2. The delivery period commences upon conclusion of individual contracts, but not before the Customer has produced all documents, permits, and approvals to be provided by it, all technical issues have been resolved and any deposit agreed has been received. The delivery date will be rescheduled as appropriate if the Customer does not produce the documents and approvals to be provided by it in good time, if approvals have not been issued in good time, if all technical issues have not been completely resolved in time, or if the agreed deposit payment has not been received in full by the Company. All delivery dates and periods are subject to the due and timely fulfilment of all further obligations of the Customer.

3. The delivery period is deemed to have been met if the products have left the factory or the Company has communicated readiness for dispatch or collection within the agreed delivery period. All delivery dates and periods are subject to proper supply to the Company, unless the Company itself is responsible for the self-supply to it. In the event of improper supply to it, the Company is entitled to rescind the contract. The Company will inform the Customer immediately as to whether it intends to exercise its rescission right and will reimburse any advance payment received from the Customer.

4. In the case of delay in delivery, the Customer is entitled to rescind the contract upon fruitless expiry of a reasonable grace period set by the Customer for the Company upon commencement of the delay in delivery.

5. Unless otherwise agreed, in writing, the method of transportation and shipping shall be selected at the reasonable discretion of the Company. Unless otherwise agreed, in writing, the Company ships the product uninsured. The Customer will be invoiced separately for any insurance costs incurred.

6. If the Company and the Customer have entered into a framework contract governing future deliveries with fixed delivery periods and dates and the Customer fails to call the products in due time, the Company is entitled, upon expiry of a reasonable grace period to be set by it, to deliver and invoice the products, to rescind the contract, or to claim damages or reimbursement of expenses, whereby damages or reimbursement of expenses can be claimed only if the Customer is not responsible for the failure to call the products in due time.

6. Supply of Software

1. If the Company supplies the Customer with standard software as part of or in connection with the supply of the corresponding hardware for temporary or permanent use (referred to hereinafter as “Software”), the following provisions shall apply for the entire supply and insofar as any breach of duty or malfunction is attributable to the Software. In addition, the other provisions of these General Terms and Conditions of Sale apply with respect to the hardware. Unless agreed separately, the Company does not assume any obligation to provide services.

2. Upon passage of risk, the Software shall have the agreed characteristics and be suitable for the contractually agreed use and, in the absence of any such agreement, for customary use. The Software meets the criterion of practicality and is of the quality customary for this kind of software; it is not, however, error-free. Any restriction to the functionality of the programme resulting from defects in the hardware, environmental conditions, incorrect operation or similar shall not constitute a non-conformity with the contract in terms of type, quality, quantity, or otherwise (hereinafter referred to as "Non-conformity").

3. The Software is subject to legal protection. In the dealings between the contracting parties, the Company is exclusively entitled to all copyrights, patents, trademarks and all other intellectual property rights in the Software and in other items provided or made available to the Customer by the Company during the initiation of contractual dealings and in the course of the fulfilment of the contract. If third parties hold such rights, the Company has corresponding rights of use.

4. The Company grants the Customer the non-exclusive right to use the Software. Unless otherwise agreed, the right of use applies in the country in which the place of delivery for the hardware is located. The Customer acquires the same rights in enhanced or newly developed software as in the standard software.

5. The right of use is limited to the agreed period. In the absence of any such agreement, the right of use is unlimited as to time. If the right of use is granted for a limited period, the following provisions shall also apply: the Customer is permitted to use the Software only with the hardware specified in the contract documents (e.g. software product certificate), and in the absence of such stipulation, with the hardware delivered together with the Software. The use of the Software with another device is subject to the explicit written consent of the Company and in the event of the use of the Software with a more powerful device, establishes the right to reasonable additional payment for the Company; this does not apply if and insofar as the Customer temporarily uses the Software with a replacement device within the agreed scope of use due to a defect in the stipulated device.

6. For Software with respect to which the Company holds only a derivative right of use and which is not Open Source Software (third-party software), in addition to and with precedence over the provisions of this Section 5, the terms of use agreed between the Company and its licensor apply, insofar as these affect the Customer (e.g. End User License Agreement); the Company shall notify the Customer of such terms and shall on request make the same available to the Customer.

7. For Open Source Software the terms of use governing the Open Source Software take precedence over the provisions of this Section 5. The Company shall disclose or provide the source code to the Customer only insofar as this is required pursuant to the terms of use of the Open Source Software. The Company shall notify the Customer of the existence of and the terms of use of Open Source Software and make the terms of use available to it or, where necessary pursuant to those terms of use, provide the same to it.

8. The use of the Software on several devices or at several workstations simultaneously requires a separate right of use granted by the Company. The same applies to the use of the Software in a network environment, even if such use does not involve any duplication of the Software.

9. The Customer is permitted to make a security copy of the programmes as necessary to ensure safe operation. Security copies must be stored securely and, where technically possible, labelled with the copyright notice of the original data storage media or the download version of the Software. Copyright notices, trademarks and product labels are not permitted to be removed, altered or concealed. Copies that are surplus to requirements must be deleted or destroyed. The user guide and other documentation provided by the Company is permitted to be copied only for internal company purposes.

10. The Customer may carry out reverse engineering (including decompilation) of interface information relating to the Software only within the scope permitted by Article 47-3 et seq. of the Japanese Copyright Act, and only if the Customer has notified the Company in writing in advance and requested the necessary interface information at least two weeks prior to such action, and only to the extent necessary to ensure interoperability.

7. Data Upload by the Customer

1. The Customer grants the Company a non-exclusive, royalty-free, worldwide and transferable right of use, copying, distribution and display of all data uploaded by the Customer, including CAD data (hereinafter “Customer Data”). The right to use this Customer Data is granted for the purpose of providing the agreed services for training and analysis activities carried out by the Company.

2. The Customer retains exclusive ownership of the copyrights or other intellectual property rights to the Customer Data provided by it.

3. The Customer represents and warrants that he has all rights and authorities to provide all Customer Data, that all Customer Data provided is accurate and correct and that he is authorised to grant the license referred to in clause 7.1. Furthermore, the Customer shall not upload any data that violates applicable law or the rights of third parties. In the event of such an infringement, the Customer shall indemnify the Company against the claims of third parties.

4. The Company is entitled to change the Customer Data as well as technical details of the transmitted Customer Data, insofar as it is necessary for the manufacturing of the desired product in the context of the agreed service.

5. The Company shall not pass on the Customer Data to unauthorised third parties and shall only make it accessible to a necessarily limited circle of employees. Information from and about the Customer will not be evaluated by the Company and will not be passed on to third parties.

8. International Deliveries

1. The Customer undertakes to comply with all applicable export control and foreign trade laws and regulations of Japan, in particular the Foreign Exchange and Foreign Trade Act of Japan, as well as all other applicable export control regulations.

2. Each individual contract shall be concluded subject to the legality of the supply of the products (including the Software) with regard to their content and the legality of all individuals and entities directly or indirectly involved, in accordance with the provisions referred to in the preceding paragraph.

3. In the case of cross-border deliveries, the Customer shall, in a timely manner, complete all procedures required for export from Japan and import into the destination country, submit all necessary declarations to the competent authorities, procure in particular all documentation required for customs clearance, and comply with all applicable export control and import regulations.

4. The deliveries are subject to the condition that performance is not prevented by export control regulations, economic sanctions or other applicable national or international laws.

5. Delays attributable to export controls extend delivery periods accordingly; delivery dates will be postponed as appropriate. In the case of supplies that are subject to approval, the Company has the right to delay performance until such time as export approval has been issued and the Customer has furnished evidence thereof to the Company, or to rescind the contract. In such cases, the Company’s liability based on delayed performance or non-performance is excluded.

6. The Customer undertakes not to use any products manufactured by the Company (including the Software), parts of such products and/or technologies used by the Company in weapons and/or weaponry, nor to sell such products or to offer the same for sale.

7. If the Customer breaches an obligation under this Section 8 and/or if a business transaction is prohibited, in whole or in part, the Company is entitled to rescind the Conditions, in whole or in part, for cause without the need to observe a notice period. This shall not affect any claims to which the Company is entitled against the Customer.

9. Prices and Payment

1. All product prices include a flat-rate shipping fee applicable throughout Japan, and shipping shall be provided free of charge solely where delivery is made to a destination within Japan. This provision does not apply to shipments outside Japan and is limited to transactions for delivery within Japan.

2. Consumption tax will be added separately to the product price.

3. The conditions of delivery shall be governed by the standard cargo insurance terms provided by the domestic carrier, and any damage occurring during transportation shall be handled in accordance with the insurance terms of the relevant carrier. With respect to work performed under a contract for work and services, delivery shall in principle be deemed to have taken place upon completion of the work.

4. The recording of the list price valid on the order date on the order form or order confirmation does not constitute agreement of a fixed price. The Customer shall be entitled to rescind the contract if prices are increased by more than 5%. The Customer will promptly notify the Company upon the latter's request of whether or not it will exercise such right of rescission.

5. Claims relating to products or services shall, as a general rule, be closed at the end of the month in which the contract was concluded, and all obligations incurred in that month shall be paid in cash by the end of the following month. All other payment terms shall be governed by the conditions separately stipulated by the Company.

6. If the Customer defaults in payment, it must pay default interest at the rate of 14.6% per annum from the day following the due date until the date of actual payment. The foregoing shall not limit any other claims to which the Company may be entitled.

10. Passage of Risk

1. The risk of accidental loss and accidental deterioration shall pass to the Customer as soon as the products have been handed over to the person carrying out the transport or have left the warehouse of the Company for purposes of shipping. If the Customer collects the products, the risk of accidental loss and accidental deterioration shall pass to the Customer upon notification of readiness for collection. The foregoing sentences 1 and 2 shall also apply for partial deliveries or if the Company has assumed additional services, e.g. transportation of the products to the Customer's site.

2. If the Customer enters into default in accepting the products, the Company is entitled to demand compensation for the damage incurred, including possible additional expenses. The same applies if the Customer violates any other cooperation duties unless the Customer is not responsible for the same. In particular, the Company is entitled to place the products into storage at the Customer’s expense for the duration of the default in acceptance. The costs of such storage shall be charged at a flat rate of 0.5% of the net invoice value per calendar week commenced. This does not affect any claims of the Company going above and beyond this. The Customer has the right to furnish evidence that the Company did not incur any costs or that such costs were lower.

3. If the Customer enters into default in accepting the products or violates any other co-operation duties, the risk of accidental loss and accidental deterioration of the products shall pass to the Customer no later than at the time it enters into default of acceptance. Upon the fruitless expiry of a reasonable grace period set by the Company, the Company is entitled to otherwise dispose of the products and to supply the Customer within a reasonably extended period.

4. If shipping is delayed due to circumstances beyond the Company’s control, the risk referred to in paragraph 1 shall pass to the Customer upon notification of readiness for shipping.

5. The delivered products must be accepted by the Customer even if they have minor non-conformity, without this affecting its claims based on non-conformity.

11. Claims based on Liability of Non-conformity

1. The Customer’s rights to assert claims based on non-conformity are conditional upon the Customer having inspected the delivered products upon receipt also by means of sample processing or use insofar as this can be reasonably expected, and notifying the Company of any apparent defects in writing (e.g. by letter, fax or e-mail) and without delay, but no later than seven business days from receipt of the products. Latent non-conformity must be reported to the Company in writing immediately upon discovery.

2. When notifying the Company of said non-conformity, the Customer must provide a written description of the defects. Claims based on non-conformity asserted by the Customer also require that it observed the specifications, instructions, guidelines and conditions set forth in the technical instructions and other documents from the Company for the individual products. Claims based on non-conformity attributable to failure to comply with such instructions and stipulations are excluded.

3. If the products are defective, the Company shall at its discretion render subsequent performance either by rectifying the defect or by delivering a defect-free product. When rendering subsequent performance, the Company is required to bear all expenses incurred to this end, in particular transport, shipping, personnel, and material costs. Replaced parts pass into the ownership of the Company and shall be returned to it.

4. If the Company is unwilling or unable to render subsequent performance, the Customer may, without prejudice to any claims for damages or reimbursement of expenses, at its discretion either rescind the contract or reduce the delivery price. The same shall apply in the event that subsequent performance fails, is unreasonable for the Customer, or is unreasonably delayed for reasons attributable to the Company.

The Customer’s right to rescind the contract is excluded if the Customer is unable to return the performance received.

5. The assertion of claims based on non-conformity is excluded if the defect is attributable to natural wear and tear, particularly in wearing parts, improper handling, operation, or storage or improper modifications or repairs of the products by the Customer or third parties. The same shall apply to defects attributable to the Customer or resulting from a technical cause other than the original non-conformity.

6. Claims of the Customer for reimbursement of expenses instead of claims for damages in lieu of performance are excluded unless a reasonable third party would also have incurred such expenses.

7. Unless otherwise agreed in writing, the Company does not assume any warranty, in particular any warranty as to quality or durability.

8. The limitation period for claims based on non-conformity asserted by the Customer is one year unless the supply chain ends with a consumer goods purchase. If the defective products have been used in accordance with their intended purpose for a structure and have caused its defectiveness or there is a defect in a structure, the limitation period is five years. This limitation period shall also apply to claims in tort based on a non-conformity of the products. The limitation period begins when the products are delivered. The shortened limitation period shall not apply to the unlimited liability of the Company for damages resulting from a breach of a guarantee or from harm to life, physical injury, or harm to health, for intentional acts and gross negligence, and for product defects or insofar as the Company has assumed a procurement risk. Any comment of the Company on a claim based on non-conformity asserted by the Customer shall not constitute an opening of negotiations concerning such claim or the facts giving rise to the claim, provided the Company rejects the claim based on non-conformity in full.

12. Non-conformity in Title

1. The Company warrants that there are no third-party rights precluding the contractually agreed use of the Software by the Customer. In the case of non-conformity in title, the Company shall provide warranty by procuring for the Customer at the Company’s discretion either a legal defect-free right of use in the Software or in equivalent software.

2. The Customer shall notify the Company without delay and in writing if third parties assert claims in the Software (e.g. copyright or patent). The Company shall support the Customer in defending against such third-party claims by providing information and advice.

3. The provisions of Section 11 otherwise apply mutatis mutandis to any legal non-conformity.

13. Liability of SCHMALZ

1. The Company is liable for damages resulting from a breach of guarantee or from harm to life, physical injury, or harm to health. The same applies with respect to intentional acts and gross negligence or insofar as the Company has assumed a procurement risk. The Company is liable for slight negligence only if material duties are violated, such duties arising out of the nature of individual contracts and being of essential importance for the attainment of the contractual purpose. In the event of the breach of such duties and in case of default and frustration of contract, the Company’s liability is limited to typically foreseeable damages within the context of the contract. Mandatory statutory liability for product defects remains unaffected.

2. Damages referred to in the preceding paragraph shall be limited to direct and ordinary damages actually incurred, and shall not include loss of profits, loss of opportunity, or any other indirect or consequential damages.

3. To the extent that the Company’s liability is excluded or limited, this shall also apply for the personal liability of the employees, staff, representatives, and agents of the Company.

14. Product Liability

1. The Customer will not modify the products; in particular, it will not modify or remove existing warnings about risks due to improper handling of the products. In the event of the breach of this obligation, the Customer shall in the internal relationship indemnify the Company from and against any and all product liability claims asserted by third parties unless the Customer is not responsible for the modification of the products.

2. In the event that the Company has to implement a product recall or issue a warning notice due to a defect in the products, the Customer shall take best efforts to support the Company and participate in all measures that the Company deems reasonable and expedient; in particular, the Customer will procure the necessary Customer information. The Customer shall bear the costs of the product recall or warning notice unless it is not responsible for the defect in the products and the loss incurred pursuant to the principles of product liability law.

3. The Customer must without delay notify the Company, in writing (e.g. by letter, fax or e-mail), of any and all risks in connection with the use of the products and any possible defects in the products of which it becomes aware. If the Customer fails to provide such notification and such failure results in damage to the Company, the Customer shall indemnify the Company for such damage.

15. Force Majeure

1. Insofar as the Company is hindered in fulfilling its contractual obligations, especially in delivering the products, by force majeure, the Company shall be freed of its contractual obligations for the duration of the hindrance and a reasonable additional start-up period without being obligated to compensate the Customer for damages.

2. Force majeure under this clause includes labor disputes, pandemics, epidemics, measures taken by government authorities, energy shortages, delays in delivery from suppliers, significant disruptions to operations (including cyber attacks), natural disasters such as earthquakes, typhoons and floods, as well as any other unforeseeable circumstances beyond the reasonable control of the Company. This shall also apply if the aforementioned circumstances occur at a sub-supplier. This shall also apply if the Company is already in default.

3. If the Company is released from its obligation to deliver, the Company shall refund any advance payments made by the Customer.

4. On expiry of a reasonable grace period, the Company shall be entitled to rescind the contract if such impediment continues for more than four months and it is reasonably determined that the performance of the contract has lost its significance as a result thereof. At the Customer's request, the Company shall, in writing and without undue delay, declare whether it intends to exercise its right of rescission or whether it will deliver the products within a reasonable period.

16. Retention of Title

1. The Company retains title in the delivered products until such time as the purchase price and any and all claims to which the Company is entitled against the Customer under their business relationship have been settled in full. For the duration of the retention of title, the Customer shall handle the products subject to retention with due care. It shall, in particular, sufficiently insure the products subject to retention at its own expense at replacement value against fire, water, and theft damage. At the Company’s request, the Customer shall provide proof of the insurance policy. The Customer assigns to the Company, with effect as from today, all claims for compensation under such insurance. The Company hereby accepts such assignment with effect as from today. If the insurance agreement does not permit such assignment, the Customer instructs the insurance company herewith to make payments exclusively to the Company. This shall not affect any further claims to which the Company is entitled.

2. The Customer is permitted to sell the products subject to retention of title only in the ordinary course of business. The Customer shall not be entitled to pledge the products subject to retention of title, to assign them by way of security or to otherwise dispose of them in a way that could jeopardise the Company’s title to the goods. The Customer must notify the Company without delay and in writing (e.g. by letter, fax or e-mail) of any attachment or other intervention by a third party, provide all information required, inform the third party of the Company’s title to the goods, and assist in all measures undertaken by the Company in order to protect the products subject to retention of title. To the extent the third party is not able to reimburse to the Company the judicial and extrajudicial costs for enforcing the Company’s title, the Customer shall reimburse the Company the loss sustained by the Company in this connection unless the Customer is not responsible for the breach of duty.

3. The Customer assigns to the Company, with effect as from today, all claims in connection with the resale of the products together with any and all ancillary rights, irrespective of whether the products subject to retention were resold prior to or after processing. The Company accepts such assignment with effect as from today. Even where a third party is entitled to refuse performance to the Company, the Customer shall instruct such third party to make payments directly to the Company. The Customer shall be authorised, such authorisation subject to revocation, to collect the claims assigned to the Company in trust for the Company in the Customer's own name. The amounts collected shall be transferred to the Company immediately. The Company may revoke the Customer's authorisation for collection and resale for cause, in particular if the Customer fails to duly meet its payment obligations vis-à-vis the Company, defaults or ceases payment, or if the Customer files for the opening of insolvency proceedings or similar debt settlement proceedings in respect of its own assets, or if the request for the opening of insolvency or comparable proceedings in respect of the Customer's assets filed by a third party is refused due to lack of assets.

4. At the Company’s request, the Customer shall promptly notify the third-party debtor of the assignment and provide the Company with any information and documents required for collection.

5. If the Customer is in breach of the terms of the contract, in particular if it defaults in payment, the Company shall, without prejudice to its other rights, be entitled to rescind the contract after a reasonable grace period set by the Company. The Customer shall without delay grant the Company or its authorised agents access to the products subject to retention of title and return the same. After due and timely notice, the Company may otherwise dispose of the products subject to retention of title in order to satisfy its due claims against the Customer.

6. The processing or remodelling by the Customer of the products subject to retention of title shall always be carried out for the Company. Should the products be processed or remodelled together with other objects not owned by the Company, the Company shall acquire joint title in the new item in the proportion of the value of the delivered products to the other processed items at the time of such processing or remodelling. The same shall apply if the products are connected or mixed with other items not owned by the Company in such manner that the Company loses full ownership. The Customer shall keep the new objects for the Company. In all other regards, the item created through processing or re-construction, as well as connection or mixing, is subject to the same provisions as the products that are subject to the retention of title.

7. If, taking into account standard valuation adjustments by the banks, the realisable value of the securities exceeds the claims of the Company arising from the business relationship with the Customer by more than 10%, the Company shall at the Customer's request be required to this extent to release the securities to which the Customer is entitled. The choice of the security to be released is incumbent upon the Company in each case.

17. Termination

1. The Company may immediately terminate the Conditions or any individual contract, in whole or in part, without any prior notice, upon the occurrence of any of the following events with respect to the Customer. Provided, however, that termination on the basis of any such event shall not be permitted where such event is attributable to the terminating party.

(1) Where there has been a material breach or act of bad faith by the other party in connection with the Conditions or the contract.

(2) Where performance of all or part of an obligation has become impossible, or where the other party has clearly manifested its intention to refuse performance of all or part of an obligation. Provided, however, that in the case of partial impossibility of performance, termination shall be limited to such part only.

(3) Notwithstanding the provisions of the preceding item, where part of the performance of an obligation has become impossible, or where the other party has clearly manifested its intention to refuse performance of part of an obligation, and where the contractual purpose cannot be achieved with the remaining part alone, the Conditions or the contract may be terminated in its entirety.

(4) Where, under the Conditions or any contract, performance must be rendered by a specific date or within a specific period in order to achieve the contractual purpose, and the other party has allowed such date or period to pass without rendering performance.

(5) In addition to the cases set forth in the preceding items, where the other party fails to perform its obligations and it is evident that, even upon demand, performance sufficient to achieve the contractual purpose is unlikely to be rendered.

(6) Where the other party has received an order from a competent authority for the cancellation or suspension of its business operations or any similar disposition.

(7) Where the other party has become insolvent or suspended payments, where any bill of exchange or check drawn or accepted by the other party has been dishonored, or where the other party has been subjected to a suspension of bank transactions.

(8) Where there has been a material deterioration in the other party's creditworthiness, or where there has been a material change in its business operations that may affect such creditworthiness.

(9) Where attachment, provisional attachment, provisional disposition, or any other compulsory execution, auction as enforcement of a security interest, or disposition for collection of delinquent taxes or public charges, or any similar proceedings have been commenced by a third party against the other party.

(10) Where a petition has been filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings, or where notice of debt restructuring has been given.

(11) Where the other party has resolved to dissolve by merger, reduce its capital, discontinue or materially change its business operations, or dissolve.

(12) Where any other material circumstance has arisen that makes it unreasonably difficult to continue the Conditions or the contract.

2. In the event that the Conditions or the contract is terminated pursuant to the preceding paragraph, the Customer shall compensate the Company for any and all damages suffered by the Company as a result of such termination.

18. Assembly

1. If the Company is commissioned not only with the supply of products, but also with assembly, this shall be carried out on the basis of a separate independent contract for work and services.

2. Such assembly contract is subject to the specific written assembly instructions issued by the Company.

19. Confidentiality

1. The parties undertake to keep confidential and neither to record, disclose, or use any information that becomes available to them and is designated confidential or which can be identified as business or trade secrets based on other circumstances for five years from delivery, unless required for the business relationship.

2. The confidentiality obligation shall not apply to information (i)  which can be demonstrably proven to have been lawfully known to the receiving party prior to the commencement of the contractual relationship, (ii) which is or becomes generally known or publicly available through no fault of the receiving party, or (iii) which has been lawfully obtained by the receiving party from a third party without any obligation of confidentiality. The burden of proof that the information falls within any of the foregoing exceptions shall rest with the receiving party.

3. The parties shall ensure by way of appropriate contractual agreements with their employees and agents, in particular their freelance employees and service providers that they, too, refrain for the period of five years from delivery from any and all private use, disclosure or unauthorised recording of such business and trade secrets.

4. Notwithstanding the provisions of Paragraph 1, the parties may disclose Confidential Information to the extent necessary in the following cases:

(1) Disclosure to subcontractors necessary for the performance of this Agreement, or to professionals who are legally bound by a duty of confidentiality, such as attorneys, certified public accountants, or tax accountants.

(2) Disclosure required by an order of a court or administrative authority, or by applicable laws or regulations. In such case, the disclosing party shall promptly notify the other party of such disclosure.

20. Data Protection

1. The parties shall comply, in the performance of the contract, with all applicable data protection laws and regulations, in particular the Act on the Protection of Personal Information of Japan and other related Japanese laws and regulations, and, where applicable, the EU General Data Protection Regulation (GDPR). Each party shall ensure that its employees and any other persons involved in the performance of the contract comply with such laws and regulations.

2. The parties process the personal information (name and contact information of the contacts in each case) solely for the purposes of fulfilling the agreement and shall implement appropriate technical and organizational security measures in accordance with the Act on the Protection of Personal Information of Japan and relevant guidelines thereunder, and, where the GDPR is applicable, in accordance with Article 32 of the GDPR. The parties must delete the personal information as soon as the processing thereof is no longer necessary. This does not affect any statutory storage obligations.

3. If the Customer transmits personal data to the Company in a non-anonymized form as part of the upload of Customer Data in accordance with Section 7, this data will also be processed by the Company. In this case, the Customer is solely responsible for the legality of the transmission under data protection law and for the collection, processing, or use of the data in accordance with the agreement. Furthermore, the provisions of the privacy policy of the Company apply.

4. If in the course of the execution of the contract, the Company processes personal information on behalf of the Customer, the parties shall conclude a separate data processing agreement in accordance with the Act on the Protection of Personal Information of Japan and, where applicable, Article 28 of the GDPR.

21. Legal Compliance

1. Within the scope of their corporate responsibility, the parties each undertake to ensure compliance with all applicable statutory provisions in or in connection with the conduct of their business (including environmental protection laws and labor regulations/laws, particularly with regard to employee health and safety) and that child labor and forced labor are not tolerated.

2. Once the delivered products are no longer in use, the Customer shall be obliged, at its own expense, to properly dispose of such products in accordance with the applicable laws and regulations of the relevant country or region governing the disposal of electrical and electronic equipment. The Customer shall indemnify the Company against any claims asserted by third parties in connection with any statutory take-back or disposal obligations imposed on the Company as manufacturer. Where the Customer sells or transfers the products to third parties, it shall contractually obligate such third parties to comply with the same disposal obligations, and shall ensure that such obligation is likewise passed on in the event of any further transfer. If the Customer fails to impose such obligations, it shall itself take back and dispose of the products at its own expense in accordance with applicable laws and regulations.

3. The Customer shall be obliged, at its own expense, to properly empty and dispose of any used packaging provided by the Company in accordance with the applicable laws and regulations of the relevant country or region governing packaging and waste disposal. The Customer acknowledges that the Company is not subject to any statutory obligation to take back such used packaging under the applicable laws and regulations.

4. Notwithstanding the provisions of the preceding two paragraphs, and only where the contracting party is Schmalz K.K., the Japanese entity of SCHMALZ Group, the Customer shall properly dispose of products and used packaging in accordance with relevant Japanese laws and regulations, including the Act on Waste Management and Public Cleansing (廃棄物の処理及び清掃に関する法律), the Act on Recycling of Specified Kinds of Home Appliances (家電リサイクル法), the Act on Promotion of Sorted Collection and Recycling of Containers and Packaging (容器包装リサイクル法), and other applicable legislation.

5. In addition, both parties shall confirm upon the conclusion of a contract that they will not participate in any form of bribery or corruption and will not tolerate the same.

22. Final Provisions

1. The Customer shall not assign or transfer any rights or obligations arising under these Conditions to any third parties without the prior written consent of the Company.

2. The Customer shall be entitled to set off its counterclaims against the Company only if such counterclaims have been conclusively determined by final judgment or are not disputed by the Company.

3. The legal relationship between the Customer and the Company shall, where the Company is a Japanese legal entity, be governed by the laws of Japan, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. The exclusive agreed place of jurisdiction for all disputes arising between the Company and the Customer shall be the registered seat of the Company. Notwithstanding the foregoing, the Company shall also be entitled to bring legal action at the registered seat of the Customer or at any other court of competent jurisdiction. Where the Company is a Japanese legal entity, the Yokohama District Court constitute the exclusive agreed court of jurisdiction.

5. Unless otherwise agreed, the place of performance for all obligations of both the Company and the Customer shall be the registered seat of the Company.

6. Where the Company is a Japanese legal entity, the Japanese language version shall be the sole authentic text of the Conditions.

7. Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable, in whole or in part or should there prove to be a gap in these General Terms and Conditions of Sale, this shall not affect the validity of the remainder of the provisions. In place of the invalid or unenforceable provision the valid or enforceable provision is deemed agreed that comes as close as possible to attaining the purpose of the invalid or unenforceable provision. In the case of a gap, the provision is deemed agreed that corresponds to what the parties would have agreed, in light of the purpose of these General Terms and Conditions of Sale, had they considered the matter from the outset.