Quotation 505638

Aayan Al Nokhba
Revision: 00

Supply,Installation of MVE Spare Parts

SO100500
 Quotation
Quote no. Date Page
505638 11.Oct.2023 2 of 10
Customer no.
AAYA00
AuCom contact
Aayan Al Nokhba
Govindaraj Dilli
PO Box 25021 +97144307203 [email protected]
Abha 61466
Saudi Arabia

Project : SO100500
Subject : Supply,Installation of MVE Spare Parts
Reference: AuCom
Revision : 00

Item Description Price Qty Total USD

1 MVE-0200-410-EXT 22,750.00 1 22,750.00

MVE-0200-V04-C12-E0-EXT

Item Description Price Qty Total USD

2 995-18070-00 1,850.69 1 1,850.69

Kit MVE Multilingual Controller English

Item Description Price Qty Total USD

3 995-17087-00 1,250.00 1 1,250.00

Kit MVE MVX MVS13 LCM Interface Bd V.2 with Diagnostic Bd

Item Description Price Qty Total USD

4 Installation, testing 11,500.00 1 11,500.00

Installation, testing & Commissioning for Supplied Items
One Time maintenance for remaining 3 nos of soft starter panel
Limited for 5 days
Inclusive: Hotel, Flight
Local Transport: cusotmer to provide

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
 Quotation
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505638 11.Oct.2023 3 of 10

Summary
Item Description Price Qty Total USD

1 MVE-0200-410-EXT 22,750.00 1 22,750.00

2 995-18070-00 1,850.69 1 1,850.69
3 995-17087-00 1,250.00 1 1,250.00
4 Installation, testing 11,500.00 1 11,500.00

Net USD 37,350.69

Terms & Conditions

Conditions of sale: AuCom's Terms & Conditions of Sale and Installation(attached) apply at all times to this
quotation or any matter resulting from the quotation. Any other terms or conditions shall be
negated or excluded. Unless AuCom has provided its prior approval in writing, the introduction
(or attempted introduction) of other terms and conditions outside of AuCom's Terms &
Conditions of Sale and Installation shall render this quotation no longer binding on AuCom.

Delivery terms: Ex-works-Germany

Packing: Seaworthy
Delivery time: 16 weeks after advance payments
Payment terms: 100% advance
Site Supervision: 1600USD/day plus travel & accommodation expenses
Commissioning: 1600USD/day plus travel & accommodation expenses
Validity: 60 days

All prices in this quotation exclude any applicable local sales tax or duties.

I trust this meets with your approval, however if you have any questions or require any further information
please do not hesitate to contact me.

Yours sincerely

Govindaraj Dilli

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
 Quotation
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505638 11.Oct.2023 4 of 10

Quotation Acceptance

Agreed and accepted:

__________________________ (Signature)
Name:
Title:
Date:

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
 Quotation
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505638 11.Oct.2023 5 of 10

Terms & Conditions of Sale and Installation

Unless otherwise agreed in writing by AuCom, these Terms of Sale and Installation 2.4 Responsibility for Approvals
(“Terms”) shall apply to all present and future Offers made by AuCom and all present In the absence of agreement between AuCom and the Purchaser to the contrary, it
and future agreements entered into between AuCom and the Purchaser with regard shall be the Purchaser’s responsibility to obtain and provide all approvals, licenses or
to goods and services relating to the sale, supply and installation by AuCom. Differing permits necessary for the performance of the Work under these Terms and to ensure
or contrary terms of the Purchaser shall not apply except if expressly agreed upon in that the Goods once manufactured are fit for the Purchaser’s intended use.
writing.
3. Performance & Tests
These Terms shall only apply vis-à-vis entrepreneurs within the meaning of Sec. 14 3.1 Performance
German Civil Code (“BGB”), legal entities under public law or special funds under Any performance figures for Goods provided by AuCom are based on AuCom’s
public law within the meaning of Sec. 310 para.1 BGB. experience and are such as AuCom expects to obtain on test. Subject to recognized
tolerances applicable to such figures, AuCom shall not be liable for any failure to
1. Offer attain such figures unless AuCom specifically guaranteed them in writing.
1.1 Validity of Offer Where AuCom has expressly agreed to certain performance guarantees by the Goods
Unless an Offer is automatically revoked or AuCom revokes an Offer prior to the but fails to achieve such figures, AuCom shall be entitled to a reasonable time in
receipt by AuCom of the Purchaser’s acceptance, all Offers remain open for which to try to achieve the agreed performance guarantee by the Goods. If the
acceptance for the period stated in the Offer or, when no such period is stated, for Goods achieve those performance guarantees, the Purchaser shall take delivery of
thirty (30) days from the date of the Offer. the Goods and unless otherwise agreed, AuCom shall have no liability for the delay (if
any) in the delivery of the Goods.
1.2 Scope of Offer
The Offer includes only such Work as specified in the Offer and, unless otherwise 3.2 Inspection and Tests
stated, the Work will be performed during AuCom Normal Working Hours. All Work (a) Where inspection and tests are to be performed by AuCom, they will be
provided and performed outside of Normal Working Hours shall be deemed to be a performed in accordance with AuCom’s standard procedure and will be carried out at
variation to the Work for the purpose of Clause 1.3. Working, travelling and/or the place of manufacture or installation or at such other place as specified by AuCom.
waiting time outside Normal Working Hours will attract additional costs at AuCom’s (b) The cost of performing these inspections and tests (and any other test specified
applicable rates. in the Offer) is to be borne by AuCom. Any further inspections and/or tests which
AuCom performs at the Purchaser’s request will be carried out at the Purchaser’s
1.3 Variation to the Work expense.
The Contract Price quoted by AuCom is based upon the scope of Work referred to in (c) If these Terms specifically require that the Purchaser inspects or attends the
the Offer. Should there be any variations to the scope of the Work from that tests of the Goods, AuCom shall advise the Purchaser when the Goods are ready for
contained in the Offer, AuCom may agree such variation and reserves the right to such inspection or testing. If the Purchaser does not attend the inspection or testing
amend the Contract Price and the times for completion of the Work accordingly. within 7 days of AuCom’s notification, AuCom may proceed to make such inspections
and/or tests in the absence of the Purchaser and those inspections and/or tests shall
1.4 Cancellation, Variation and Suspension be deemed to have been made in the Purchaser’s presence.
An Offer, once accepted, may only be cancelled, varied or suspended by the (d) AuCom shall not be responsible for any expenses incurred by the Purchaser or
Purchaser by written agreement between AuCom and the Purchaser or as expressly Purchaser’s representatives in attending any inspections and/or tests.
set out in these Terms. In the event of such cancellation, variation or suspension, the (e) Subject to clauses 2.3 and 3.1, if during such inspection and/or test, the Work is
Purchaser shall compensate AuCom for all costs (including costs arising from having found to be defective due to faulty design, material or workmanship or the Work is
to re-deploy employees allocated to the Work or the cancellation of orders for raw found not to be in accordance with these Terms, AuCom shall make good such defect
materials required for the Work) damages, and loss incurred by AuCom (including but or failure in accordance with Clause 13.
not limited to loss of profit or revenue).
4. Provision of Work
2. Specification and Drawings 4.1 Base Date
2.1 Not Part of these Terms All times offered by AuCom for delivery of the Goods and supply of any other Work
All illustrations, catalogues, advertising material, price lists, colors, drawings, shall be calculated from the later of:
specifications, descriptions, dimensions, statement of weights and measurements (a) the date that the Purchaser accepts AuCom's Offer;
provided by AuCom are approximate only and are intended to provide a broad (b) the date that AuCom is given all information required under Clause2.2;
description of the Goods. Unless expressly incorporated in these Terms, such (c) the date that AuCom is given access to the Site; and
information is not intended to form part of these Terms and shall not be considered (d) the date of receipt of payment of any deposit required by AuCom before
as Product warranties. AuCom shall commence work.

2.2 Approval of Drawings 4.2 Delivery

All drawings, specifications and other information requiring the Purchaser’s approval Delivery of the Goods shall be Ex Works (pursuant to INCOTERMS 2020) unless
shall be approved, amended or rejected by the Purchaser and returned to AuCom otherwise stated in the Offer or expressly agreed in writing by AuCom. All times
within 14 days from the date of their receipt by the Purchaser or within such other specified for delivery of Goods or the performance of any other work are estimates
period as may be agreed between AuCom and the Purchaser in writing. If the only and shall not to be construed as binding on AuCom unless expressly
Purchaser does not so communicate with AuCom by the said 14 days, the Purchaser incorporated in the Offer or agreed by AuCom in writing.
is deemed to have approved such drawings, specifications or information.
4.3 Suspension & Extension of Time
2.3 Incorrect Information Where a delay is caused by a Force Majeure Event resulting in the Goods not being
The Purchaser is responsible for the accuracy and completeness of all information delivered or any other Work not being performed on time, AuCom may make part
provided by the Purchaser to AuCom. The Purchaser shall be responsible for any
costs arising from any alteration to the Work due to the discrepancy or error from
the information supplied by the Purchaser or Work or specifications previously
approved by the Purchaser.

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
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delivery, suspend delivery or extend the delivery time for the performance of the necessary insurance as required by law or other regulations are in force;
Work for the period during which the cause of delay operates. All milestone or (b) adequate lighting of all Work areas;
delivery dates are deemed suspended during the period of the Force Majeure Event (c) suitable dry, lockable and secure storage space for the storage of machinery,
and upon the end of the Force Majeure Event shall re-start and any milestone or equipment, materials and tools;
delivery dates shall be extended to include the period of the Force Majeure Event. (d) suitable rooms adjacent to the Site (if required by AuCom) with adequate
lighting, washing, toilet and drinking water facilities for use by AuCom‘s personnel.
4.4 Storage Under extreme climatic conditions, site facilities are to be either heated or
If after a period of 14 days from the date that AuCom notifies the Purchaser that the air-conditioned;
Goods are ready for delivery to the Site, delivery is delayed or for any reason beyond (e) adequate telephone/communication facilities;
AuCom’s reasonable control, AuCom shall be entitled at AuCom’s option to arrange (f) electrical power available at standard local mains voltage from general purpose
suitable storage at AuCom’s premises or elsewhere of the Goods and shall take outlets at suitable locations; and
reasonable measure to protect the Purchaser’s interest in the Goods. The Purchaser (g) main and auxiliary electrical power necessary for the operations of all
shall accept and pay all associated costs of storage, insurance, freight, demurrage, equipment.
handling and other charges upon receipt of any invoice in accordance with clause 12.
If the Goods are damaged or destroyed during such time, the Purchaser’s sole 6.3 Non-Performance of Auxiliary Services
remedy or compensation is the proceeds from the said insurance policy and AuCom Where the Purchaser does not provide or procure the provision of the goods and
shall have no liability to the Purchaser for such loss unless such loss is caused by services pursuant to Clause 6.1 and 6.2 to the satisfaction of AuCom, AuCom shall be
intent or gross negligence by AuCom. entitled to carry out or procure such goods and services at the expense of the
Purchaser provided that the Purchaser has first been informed of the non-compliance
5. Packing & Insurance and provided further that AuCom first gives the Purchaser an opportunity to remedy
5.1 Packing the non-compliance where the non-compliance is capable of being remedied.
AuCom shall pack all Goods in accordance with AuCom’s customary packing
standards and the costs of such packing will be included in the Contract Price. Any 6.4 Work performed by AuCom Personnel
special packing, either required by the Purchaser or necessary due to work on site or The Purchaser shall not engage AuCom Personnel for any work not covered under
delivery of Work to the Site being delayed or interrupted for the reasons specified in the Offer without obtaining AuCom’s prior written approval. In the absence of
Clause 4.4, will be charged to and payable by the Purchaser at cost. AuCom’s approval, AuCom shall have no responsibility or liability for such work
performed. The Purchaser shall indemnify AuCom and AuCom’s personnel against
5.2 Insurance any claim, loss damage or liability incurred or suffered by AuCom and/or AuCom
AuCom shall insure Goods until risk passes in accordance with the delivery terms Personnel arising from such additional work.
specified in the Offer. Any special or additional insurance (including under clause 4.5) If AuCom approves of such additional work being undertaken, any such work will be
required by the Purchaser will be charged to and payable by the Purchaser at cost. charged in accordance with AuCom’s applicable rate at the time the work is
performed unless otherwise agreed between the Purchaser and AuCom.
6. Purchaser’s Responsibility
6.1 Preparatory Work 6.5 Site Access
If AuCom has agreed to provide Work on Site, the Purchaser shall prior to the Unless otherwise agreed between AuCom and the Purchaser, the Purchaser shall give
commencement of such Work, at the Purchaser’s expense: AuCom at least one month’s prior written notice of the date on which access to the
(a) take all necessary measures to ensure that AuCom’s Personnel are able to Site is available for the performance of the Work.
commence Work immediately upon their arrival at the Site;
(b) ensure that AuCom’s Personnel can perform the Work in an uninterrupted 7. Purchaser’s Representative
manner; The Purchaser shall appoint and provide AuCom with the name, address, telephone
(c) ensure that all preparatory work including the supply of materials and number, facsimile and email of a qualified person authorized to represent and bind
equipment (which are the responsibility of either the Purchaser or others) is the Purchaser prior to the date on which any AuCom Personnel are required on Site.
sufficiently complete and/or available to enable AuCom’s Personnel to perform the
Work; 8. Control of Personnel
(d) ensure that the Site and adjacent area are clear so that AuCom has unimpeded AuCom shall have the right to replace any or all of AuCom’s Personnel with other
and unrestricted access to the Site; suitable personnel at AuCom’s expense and discretion at any time.
(e) ensure adequate power supply terminating at a point to be specified by AuCom
including the necessary main switch and fuses all in accordance with the relevant 9. Risks
requirements of statutory authorities; 9.1 Risk of Loss & Damage
(f) ensure that AuCom personnel are fully briefed about all applicable health and AuCom and the Purchaser agree that risk of loss or damage to the Goods and Work
safety issues of the Site and make available any required health and safety will pass to the Purchaser as follows:
equipment if required by applicable law; and (a) Where AuCom and the Purchaser have expressly agreed upon the time that the
(g) do all necessary things to ensure outside influences do not adversely affect the risk passes, at the time so expressly agreed; or
functions of any installed Goods. (b) Where AuCom and the Purchaser have not expressly agreed upon the time the
If there is any delay in provision of the Work or the Work must be performed outside risk passes, at the time that would be considered as being normal trade practice for
of AuCom normal working hours due to any failure of the Purchaser to prepare the the manner in which delivery is actually made; or
Site in accordance with this clause, AuCom may charge the Purchaser additional (c) Subject to clauses 9.1(a) and (b), in the absence of express agreement or if
charges at its then prevailing rates for performing the Work. there is otherwise any ambiguity as to when risk passes, risk will be deemed to pass
when AuCom makes the Goods available to the Purchaser for delivery (within the
6.2 Auxiliary Goods and Services meaning of the Incoterms 2020 definition of EXW (Ex Works)).
The Purchaser shall supply free of charge all auxiliary goods, facilities and services
required by AuCom for the performance of the Work including but not limited to the
following:
(a) all unskilled and skilled labour in such numbers and for such periods as are
required by AuCom. The Purchaser shall ensure that these personnel receive their
instruction from AuCom. However, the Purchaser agrees that these personnel shall
remain under the care and responsibility of the Purchaser who shall ensure that all

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
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9.2 Purchaser’s Equipment 12.2 Delay or Default in Payment

Property in and risk of accidental damage to or loss of equipment and material of any (a) If the Purchaser fails to make any payment due to AuCom, AuCom shall have
kind provided by the Purchaser shall at all times remain with the Purchaser except the right, in addition to all other rights to which AuCom is entitled at law, to charge
where such damage or loss has resulted from negligence by AuCom. interest on the overdue amount at the rate of 9% per annum above the base rate
published by the German Central Bank calculated on a daily basis from the due date
10. Title to the actual date of receipt of full and final payment.
10.1 Transfer of Title (b) Any payment by the Purchaser shall be credited first against any interest so
Title and property in the Goods shall remain with AuCom until such time as full accrued and the balance of payment (if any), shall be applied in reduction of the
payment is made to AuCom for all amounts owing by the Purchaser and the outstanding balance of the Contract Price and any costs incurred in procuring
Purchaser’s total indebtedness to AuCom is discharged. payment. If any payment due to AuCom is delayed, AuCom may without any liability
to the Purchaser and without prejudice to any other rights, defer the Work at its sole
10.2 Retention of Title discretion or cancel any outstanding balance of the Offer.
AuCom may register a security interest, charge or encumbrance over the Goods to
better secure AuCom’s interest. 13. Warranty
If the Purchaser fails to pay for any Goods in accordance with these Terms, then 13.1 Defect Liability
AuCom may recover those Goods from the Purchaser and for that purpose AuCom’s Subject to this clause 13.1 and clause 13.6, AuCom warrants to the Purchaser that the
Personnel may enter upon the Purchaser’s premises in order to effect recovery. The Goods will be free from faulty design, material and workmanship during the
Purchaser irrevocably authorizes AuCom to enter the Purchaser’s premises to effect Warranty Period. Warranty Period means (unless otherwise stated) in respect of all
such recovery. AuCom shall have the right to re-sell or otherwise dispose of the Goods supplied under these Terms;
Goods so recovered without reference to the Purchaser. (a) twelve (12) months from the date of installation of the Goods; or
(b) eighteen (18) months after Delivery,
10.3 Ownership of Goods whichever occurs first.
While ownership of the Goods remains with AuCom the Purchaser must store the The above warranty will not apply if:
Goods on Site separately and clearly identify them as belonging to AuCom. (a) the Goods have not been handled, stored, operated, repaired and/or
maintained strictly in accordance with AuCom’s operating manuals and instructions;
10.4 Applications of Funds (b) the defects are caused by the use of any material or lubricants not authorized
AuCom may apply any payments received from, or on behalf of, the Purchaser in by AuCom;
reduction of debt owing by the Purchaser as AuCom thinks fit. (c) any civil or mechanical work have been performed on the Goods or affecting
the Goods and such work was not approved by AuCom;
11. Prices and Contract Price Adjustments (d) the Goods are used in unsuitable environmental, chemical, electrochemical,
11.1 Contract Price Basis electromagnetic and/or electrical conditions not approved by AuCom or outside of
Unless otherwise stated in the Offer, the Contract Price is fixed. AuCom’s design and use parameters;
(e) the defects resulted from a design specified by the Purchaser or the use of
11.2 VAT materials specified by the Purchaser;
If Value Added Tax (“VAT”) is payable in relation to a Taxable Supply the amount (f) the defects arose as a consequence of normal fair wear and tear.
payable by the Purchaser for that Taxable Supply will be the amount payable under AuCom is not obliged to meet any warranty obligations if AuCom is not notified in
these Terms plus VAT. If any tax or tariff or charges (including Customs charges) are writing within reasonable time of the alleged defect occurring and within the
payable in relation to the Work, Goods and Services, such tax or tariffs are in addition Warranty Period or if the Purchaser has not fully met all of the Purchaser’s
to the Contract Price (unless otherwise expressly stated in the Offer) and shall be contractual obligations.
payable by the Purchaser in accordance with Clause 12. In addition, AuCom shall not be obliged to meet any warranty obligation in relation
to repairs or replacement of goods of a consumable nature, goods liable to
11.3 Cost of Delay or Variation deterioration, or those having a low rated service life such as electric lamps, rubber
If the Work is delayed or if the Work is varied by any act or omission of the Purchaser, items, batteries, films chemicals vacuums elements, crystals, glass, electronic valves.
or the Purchaser’s officer, employee, agent, or contractor for whom the Purchaser is Unless otherwise expressly agreed by AuCom in writing, the only warranties
responsible, (in addition to any time extensions arising therefrom) AuCom shall notify applicable to the Goods, Services and the Work are set out in these Terms and all
the Purchaser of any additional costs which may be incurred as a result of such delay other warranties or guarantees (whether implied or otherwise) are, to the fullest
or variation which shall be for the Purchaser’s account. extent permitted by law, excluded or negated.

11.4 Cost of Complying with Law 13.2 Repair or Replacement

If after the date of the Offer, the costs to AuCom of performing its obligations under (a) Where any defects of the type referred to in clause 13.1 arise during the
these Terms are varied by reason of the making or amendment of any law, order, Warranty Period, AuCom shall at its option make good the defect by repair or supply
regulation or by-law having the force of law, the amount of such variations shall be replacement Goods.
added to or deducted from the Contract Price, whichever the case may be. (b) Any credits provided by AuCom for defective Goods will be based upon the
original Contract Price of the Goods charged to the Purchaser.
12. Payment
12.1 Payment of Invoices 13.3 Return of Defective Parts
(a) The Purchaser shall pay AuCom all invoiced amounts in full not later than 30 If the Purchaser notifies AuCom of an alleged defect and AuCom having considered
days after the date of invoice even if Goods may be part delivered or any Work may the matter is of the view that the defect is covered by the warranty in clause 13.1,
not have been completed. Invoices for Goods may be issued when Goods are the Purchaser shall, if AuCom so requires, promptly and at AuCom’s expense and risk,
delivered or are available for delivery. Where these Terms provide for the provision return the defective Goods to the factory as specified by AuCom for repair. The
of services, additional invoices for those services may be issued after the services Purchaser shall remove the defective parts(s) and install any repaired or replacement
have been performed. part(s) at AuCom’s expense. All removed defective parts(s) shall become property of
(b) The provision of any extension of credit facilities shall be at the discretion of AuCom upon their removal.
AuCom and is subject to prior written approval by AuCom. AuCom reserves the right
to withdraw credit facilities at any time prior to delivery or completion of the Work.

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
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13.4 Claims (c) Subject to clause 15.1 (b), AuCom’s liability for claims for the infringement of
To the fullest extent permitted by law: intellectual property rights shall be limited to AuCom at its own expense to either
(a) no claim that any Goods are visibly defective or damaged on delivery shall be replacing or modifying the Goods with a non-infringing part or procuring for the
recognized unless made in writing without undue delay after receipt of delivery; Purchaser the right to use such a part.
(b) no Goods may be returned to AuCom unless AuCom has previously agreed in
writing to such return and the Purchaser has fully observed any conditions AuCom 15.2 Design and Instructions issued by the Purchaser
prescribes; The Purchaser warrants that any design, materials, documents or instructions
(c) AuCom will not accept any Goods that have been specially procured for the provided or given by the Purchaser to AuCom shall not cause AuCom to infringe any
Purchaser; and intellectual property rights of any third party in the execution of the Work.
(d) Under no circumstances shall AuCom be liable to pay compensation for any
injury, loss or damage sustained by the Purchaser of the Goods howsoever arising, 15.2 Use of Software
unless such injury, loss or damage is caused by intent or gross negligence. (a) If any software is required to enable use of any Goods (“Software”), the
Purchaser is granted a non-exclusive, non-transferable license to use the Software in
13.5 United Nations Convention on Contracts for the International Sale of Goods conjunction with those Goods and where required to do so by AuCom the Purchaser
(Vienna 1980) shall sign a license agreement prior to delivery of the Software to the Purchaser or at
The United Nations Convention on Contracts for the International Sale of Goods such other time as specified by AuCom.
(Vienna 1980) is excluded in its entirety. (b) For clarity, title and ownership in the Software shall not transfer to the
Purchaser. The Purchaser shall not reproduce in any manner any Software or make
13.6 Definition of Warranty the software available to any third parties without the prior written consent of
Warranty and warrant shall refer the ordinary obligation of a seller to supply goods AuCom.
free from defects (in German “Haftung für Mängel”) and shall not be construed as a (c) AuCom reserves the right to charge for additional software, updates and new
guarantee for certain features of the goods (in German “Garantie für die releases of the existing Software.
Beschaffenheit der Sache”). (d) Any service software installed in the Goods for servicing purposes shall remain
the property of AuCom. If the Purchaser or any third party performs service work on
14. Limitation of Liability of AuCom the Goods, AuCom reserves the right to charge for the use of such service software.
14.1 Unless otherwise provided for by these Terms or by a written agreement
between AuCom and the Purchaser, AuCom shall be liable for breach of contractual 16. Confidentiality
and non-contractual obligations pursuant to applicable statutory law. 16.1 Maintenance of Confidentiality
14.2 AuCom shall be liable to pay damages - irrespective of the legal basis - in case Subject to clause 16.2, each party must keep confidential the Confidential
of intent or gross negligence. AuCom’s liability in case of simple negligence is limited Information of the other party and must not furnish or disclose it to any other person
to (a) damages resulting from the injury to life, body or health and (b) damages without the prior written consent of the party furnishing the Confidential
resulting from breach of a material contractual duty (a duty the compliance of which Information.
makes the proper execution of the contract possible in the first place and on which
the contracting partner regularly relies and may rely); in the latter case (b), AuCom’s 16.2 Exceptions to Confidentiality Obligations
liability, however, is limited to the compensation of the foreseeable, typically caused A party may disclose Confidential Information:
damages. (a) to any officers or employees of a party who have a need to know for the
14.3 If AuCom is liable for simple negligence, the duty to pay damages for material purposes of performing the Work, the Goods and the Services;
damage and further pecuniary losses resulting therefrom shall be limited to the lesser (b) which is in the public domain other than as a result of any breach of
of the order value or the sum insured under the respective liability insurance of confidentiality obligations; or
AuCom even if material contractual duties have been breached. The insured sum per (c) to the extent that such disclosure is required by law to be disclosed.
claim amounts to EUR10,000,000 (ten million) lump-sum for damages to persons or
other damages (material damages or pecuniary loss). 17. Defaults & Insolvency Events
14.4 The Purchaser is obliged to take appropriate measures to ward off or mitigate 17.1 Defaults
damages. AuCom may immediately suspend, delay or cancel the performance of the Work (or
14.5 Claims of the Purchaser shall be excluded which arise due to a renewed usage any part of it) if the Purchaser commits a breach of these Terms or if the breach is
and/or reconditioning of the Equipment. capable of being remedied, the Purchaser does not satisfactorily remedy such breach
within 14 days after receiving written notice of the breach.
15. Intellectual Property
15.1 Ownership and Use of Intellectual Property 17.2 Insolvency Event
(a) All intellectual property rights relating to the Work shall remain the absolute If an Insolvency Event occurs then AuCom may, at AuCom’s options and without
property of AuCom and the Purchaser shall not without AuCom’s prior written prejudice to any other rights AuCom may have under these Terms or at law:
consent, reverse engineer or reproduce in any form any intellectual property (a) suspend, delay or cancel the performance of the Work or any part of it, or
supplied by AuCom as part of the Work or allow others to do so. require advance payment; and
(b) If the Purchaser receives a claim that any Goods supplied by AuCom infringe (b) retain any security given or monies paid by the Purchaser and apply this against
any third party intellectual property rights (except if the Goods are based on a design the assessed loss and damages incurred by AuCom in the performance of the Work,
specified by the Purchaser), the Purchaser shall: Services or the Goods.
- give prompt written notice of the claim to AuCom;
- not make any admission or prejudicing the defence of the claim or AuCom’s 18. Trade Embargoes
ability to negotiate a satisfactory settlement; and If any national or international foreign trade or customs requirement or any
- allow AuCom the opportunity to control, at AuCom’s expense, the conduct of embargos or other sanctions prevent AuCom complying with its obligations under
the defense and any negotiations for the settlement of the claim. these Terms, AuCom is not required to perform such obligations and may without
any liability to the Purchaser whatsoever, terminate the Work, the manufacture of
the Goods or the performance of the Services, by written notice.

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
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505638 11.Oct.2023 9 of 10

19. Use of Information unsuccessful in resolving the dispute, either party may pursue its remedies in the
(a) The Purchaser agrees that AuCom may obtain information about the Purchaser appropriate forum.
from the Purchaser or any other person and any credit or debt collection agencies in
the course of AuCom‘s business, including credit assessment, debt collecting and 21.8 Survival
direct marketing activities, and the Purchaser consents to any person providing All provisions of these Terms, which are capable of having effect after the
AuCom with such information. termination of these Terms, shall remain in full force and effect despite any
(b) The Purchaser must notify AuCom of any change in circumstances that may termination of these Terms.
affect the accuracy of the information provided by the Purchaser to AuCom.
21.9 Notices
20. Restriction on export and use of Goods (a) All notices given by a party pursuant to these Terms must be in writing and
The Purchaser acknowledges and agrees that any supply of Goods under these Terms must be delivered by prepaid post, by hand or by facsimile to the last known address
shall be subject to all applicable domestic and/or foreign laws and regulations of the other party.
regarding export control and import control, which shall be applicable according to (b) A notice shall be deemed to be duly delivered:
the wording valid at the time. The Purchaser shall neither directly nor indirectly - in the case of delivery by hand, when delivered;
export, re-export nor import any supply from or provided by AuCom in violation of - in the case of delivery by post, two (2) Business Days after the date of posting
applicable laws and regulations. The Purchaser acknowledges and agrees that the (if posted to an address in the same country) or seven (7) Business Days after the
Goods are provided solely for civil use and will not be used for any purpose date of posting (if posted to an address in another country); or
prohibited by applicable domestic and/or foreign laws and regulations including, but - in the case of facsimile, on receipt by the sender of transmission report from
not limited to, nuclear, chemical or biological weapons proliferation, or development the dispatching machine showing the transmission has been made to the correct fax
of missile technology. machine number without error.
( c) If a notice is delivered on a day, which is not a Business Day in the place which
21. General the notice is delivered, or the notice is delivered after 4 p.m. in that place, the notice
21.1 Terms Part of Offer will be deemed to be delivered on the next Business Day in that place.
These Terms form part of the Offer in which they are referred to or to which they are
attached. 21.10 Severance
If any provision of these Terms is held to be illegal, invalid or unenforceable by a
21.2 Precedence court of law or other competent authority that provision shall be severed and all
If there is any inconsistency or variance between the Offer and these Terms then the other provisions of these Terms shall continue in full force and effect.
Offer shall prevail.
21.11 Amendment
21.3 Variation of Terms No amendment or variation of these Terms shall be valid or binding unless made in
Notwithstanding any acceptance by the Purchaser of any Offer from AuCom that may writing and signed by the parties hereto. This also applies to changes to this
contain any provision inconsistent with or purporting to vary or reject any of these requirement of written form.
Terms, any contract arising from any such acceptance shall be subject to these Terms
unless and to the extent only that AuCom expressly agrees otherwise in writing. 21.12 Subcontract
AuCom may subcontract the Works, Goods or Services (or any part of it), however
21.4 Additional Documentation or Verbal Matter to be confirmed AuCom will continue to be responsible of the performance of its obligations under
No documentation, correspondence, verbal agreement or conversation shall form these Terms.
part of, affect or modify any aspect of the Offer or Terms unless otherwise agreed by
AuCom in writing. 21.13 Assignment
The Purchaser shall not assign (or attempt to assign) any part of its obligations under
21.5 Separable Portions these Terms to any third party without the prior approval of AuCom.
These Terms shall apply to any separable portions of the Work.
21.14 Interpretation
21.6 Waiver (a) A reference to these Terms or any other document includes any variations or
A failure or delay in exercising any right, power or remedy by a party does not replacement of them;
operate as a waiver. A single or partial exercise of a waiver does not prevent any (b) A reference to a clause is a reference to a clause of these Terms;
other or a further exercise of that or any other right, power or remedy. A waiver is (c) Headings are for ease of reference an do not affect interpretations;
not valid or binding on the party granting the waiver unless made in writing. (d) The singular includes the plural and vice versa; and
(e) A reference to a statute includes regulations under it and consolations,
21.7 Governing Law amendments, re-enactments or replacement of any of them.
In the absence of agreement to the contrary, it is agreed that any agreement
incorporating these Terms shall be governed by and construed in accordance with 21.15 Definitions
the laws of Germany and the parties irrevocably submit to the exclusive jurisdic on AuCom means the relevant AuCom company stated in the Offer and if it is unstated
of the courts of Münster, Westfalen. or unclear then "AuCom" means AuCom MCS GmbH & Co. KG.
If a dispute is not resolved by negotiations, either party may, by giving written notice,
refer the dispute to a meeting of appropriate higher management, to be held within Business Day means Monday to Friday excluding public holidays at the place where
twenty (20) Business Days after the giving of notice. the Work is being performed.
If the dispute is not resolved within thirty (30) Business Days after the giving of
notice, or such later date as may be mutually agreed, either party may refer the Confidential Information means information however acquired by one party in
dispute to mediation, such independent mediator to be appointed by the acting relation to the business, operating procedures or customers of the other party which
president of the IHK Nord Westfalen at Münster, Westfalen and the mediation must is not public knowledge.
be conducted in Münster, Westfalen. Unless the parties agree otherwise, the
mediation shall conclude (or be deemed to have concluded) by the forty fifth (45th) Contract Price means the amount payable by the Purchaser to AuCom under these
Business Day from the date of the receipt of the written notice. If mediation is Terms as may be varied in accordance with these Terms.

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23
 Quotation
Quote no. Date Page
505638 11.Oct.2023 10 of 10

Force Majeure Event means any cause beyond the reasonable control of AuCom
including without limitation Acts of God, earthquakes, volcano eruptions, acts of war,
acts of terrorism, acts of piracy, blockades, epidemics, pandemics, strikes or lockouts,
embargoes, trade restrictions, currency restrictions, import restrictions, lack of raw
materials, radioactivity or nuclear contamination,

Goods means all goods, materials and equipment which AuCom supplies to the
Purchaser as part of the Work under these Terms.

Insolvency Event means the Purchaser:

(a) has an application or order made, proceedings commenced, a resolution
passed, an application to a court made or other steps taken against or in respect of it
for its winding up or dissolution or for it to enter into an arrangement, compromise
or composition with or assignment for the benefit of creditors, a class of them or any
of them;
(b) has a liquidator, statutory manager, receiver, receiver and manager,
administrator, or similar officer appointed to all or any of its assets or undertakings;
or
(c) in the case of any individual, commits an act of bankruptcy; or
(d) any event occurs which, under the laws of any relevant jurisdic on , has an
analogous or equivalent effect to any of the events listed above.

Normal Working Hours means work performed between 9am to 5pm Monday to
Friday.

Offer means the offer by AuCom to provide the Work and includes any quotation or
special conditions contained in it.

Personnel means all persons engaged by AuCom to perform the Work.

Purchaser means the company,firm or persons for whom Work under these Terms is
performed and shall include executors, administrators, successors, and permitted
assigns.

Site means the places where the Goods are to be delivered or the Work to be
performed a specified in the Offer.

Taxable Supply has the meaning given in the Value Added Tax Act
(Umsatzsteuergesetz / UStG) in Germany.

Taxes means all taxes including without limitation sales taxes, excise duties, stamp
duties, customs duties and other government charges, imposts and levies.

Work means the delivery and any agreed installation of the Goods by AuCom and
such other services as may be agreed between the parties in writing.

This quotation is subject to AuCom's Terms & Conditions of Sale and Installation
AuCom MCS GmbH & Co.KG Registered office: Sendenhorst Personally liable company:
Borsigstraße 6 Local court - registration court: Münster HRA 10057 AuCom MCS Verwaltungs GmbH
48324 Sendenhorst VAT-No.: DE299796145 Registered office: Sendenhorst
Germany Local court - registration court: Münster HRB 15495
Managing board: Michael Matt, Thomas Zirk-Gunnemann

Printed: 11.Oct.23