GENERAL TERMS AND CONDITIONS

7.3  The Partner shall at all times stay informed of what Producer Terms that apply to its purchases of Deliverables under the Agreement. The Partner acknowledges and agrees that the Producer Terms may be amended from time to time and that new versions of the Producer Terms will become binding for the Partner at the time stipulated in such Producer Terms or otherwise when the new versions are announced by the Producer and/or Pedab.

7.4  The Partner acknowledges that the Deliverables are intended for standard commercial uses and shall not be available for use or resale for use in any hazardous environments requiring fail-safe performance (including but not limited to aircraft navigation or communications systems, air traffic control, in the operation of nuclear facilities, direct life support machines or military defense systems) in which the failure of the Deliverables could lead directly to death, personal injury or severe physical or environmental damage, unless such use or resale for use has been explicitly approved in writing by Pedab.

7.5  The Partner shall be responsible for complying with all environmental and safety obligations relating to the sales and/or disposal of the Deliverables and thereto related materials (including but not limited to registration, providing guarantees where applicable, reporting and the proper collection, disposal and/or recycling of the waste from any discarded or obsolete Deliverables or their parts) supplied by Pedab under the Agreement in accordance with all applicable environmental or other safety legal requirements under applicable law.

7.6  Unless otherwise agreed to in writing by the Parties, the Partner shall be responsible, at its own expense, to obtain from local competent regulatory authorities any approval or administrative authorization required for the introduction, marketing, sales, licensing, performance, and/or operation of the Deliverables within the Territories. If modification or adaptation of any Deliverable is required by a local regulatory authority as a condition of approval or authorization, then Partner shall transmit all relevant information to such regulatory authority and, if required, assist Pedab and/or the relevant Producer in connection therewith. Pedab and/or the Producer may, in its sole discretion, either: (i) consider undertaking such modification and adaptation of the Deliverable subject to terms and conditions to be agreed by the Parties in writing; or (ii) decline to make such modifications or adaptations, in which case the relevant Deliverable shall be excluded from the corresponding Order Confirmation. Each Party shall provide the other Party, as necessary, with reasonable assistance, certification data or other information of a nonconfidential nature, that may reasonably be required to obtain such approvals or authorizations.

7.7  The Partner may not, without Pedab’s written consent, make any public announcements, press releases or similar in the name of Pedab or the Producer, or about the Deliverables as such. For the avoidance of doubt, the aforesaid shall not be construed to restrict the Partner’s ordinary marketing activities to promote the Partner’s own business and sell the Deliverables to End Customers.

7.8  The Partner is responsible to ensure that the Deliverables correspond with the relevant End Customer’s agreement with the Partner. Further, any warranties offered or given by the Partner to the End Customer in addition to those given by the Producer are the Partner’s sole liability, unless otherwise has been agreed in writing.

7.9  The Partner shall indemnify and hold Pedab and the Producer harmless from damages caused by the Partner’s breach of this Section 7 and/or Section 8.

8. TRADE COMPLIANCE

The Partner represents, warrants and undertakes that:

(a) the Partner and its affiliates and agents shall comply with (i) all economic sanctions and export control laws and regulations adopted and enforced by governmental authorities of the European Union (EU), United Nations (UN) and United States (US); and (ii) any other economic sanctions and export control laws and regulations adopted by governmental authorities in other jurisdictions that are applicable to Pedab or the Partner (collectively “Sanctions and Export Control Laws”);

(b) neither the Partner, its affiliates or any of its respective officers, directors or employees, is listed, or is owned or controlled by any individual or entity listed in Sanctions and Export Control Laws;

(c) the Deliverables will not be used, transferred, exported or otherwise provided (i) to any such listed parties, (ii) in their entirety or in part for any military end-use or for use by any military end-user, or (iii) to any party located in Belarus, Crimea and non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Libya, Myanmar, North Korea, Russia, Sudan, Syria, Venezuela and Yemen;

(d) the Partner holds all requisite trade authorizations, licenses and approvals under Sanctions and Export Control Laws in relation to the use, transfer, export and provision of the Deliverable; and

(e) the Partner will immediately inform Pedab of any breach of the foregoing.

Following any breach of (a)-(e) above, Pedab may refuse further performance, or terminate the Agreement and Pedab’s relationship with the Partner, without incurring any liability.

9. AUDIT RIGHTS AND ESG REPORTING

9.1 Pedab and any relevant Producers shall have the right to, after providing the Partner, its affiliates and/or End Customers, with reasonable written notice, by itself or by its authorized representatives, audit relevant documents, contracts, orders, invoices, receipts or other materials in the possession or under the control of the Partner, its affiliates and/or End Customers, and audit the Partner’s, its affiliates’ and/or End Customers’ facilities or processes, for the purpose of determining whether the Partner, its affiliates and/or End Customers complies with the requirements of the Agreement and/or applicable law. Pedab shall make commercially reasonable efforts to minimize the disturbance of the Partner’s, its affiliates’ and/or End Customers’ business when conducting such audits.

9.2 Each Party shall bear its own costs for the audits set out in Section 9.1, except where such audit reveals that the Partner, its affiliates and/or End Customers has failed to comply with the Agreement and/or applicable law, in which case the Partner shall bear all costs of the audit.

9.3 The Partner is fully responsible for fulfilling all environmental, social and governance (ESG) reporting requirements, including but not limited to CO2 reporting requirements, according to applicable law and/or widely used business standards/rules connected to its own, its affiliates and/or End Customers purchase, use and disposal of the Deliverables.

10. RETURNS

10.1 The Partner shall not have a right to return Deliverables unless accepted by Pedab in its sole discretion.

10.2 Prior to returning a Deliverable, the Partner shall receive a written pre- approval and a RMA-number from Pedab. The Deliverable shall be returned in its original condition. A return is credited to the invoiced amount exclusive of possible freight charges.

11. WARRANTIES AND LIABILITY

11.1 The terms and conditions in the applicable Producer Terms regarding warranties and liability for defects shall apply. Consequently, Pedab is only liable for defects to the extent set out in the Producer Terms. Pedab may, unless the relevant Producer Terms state otherwise, direct the Partner to make any claims directly towards the relevant Producer(s).

11.2 Except as otherwise set out herein, Pedab makes no representations or warranties of any kind, whether express or implied, with respect to thE deliverables, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement.

11.3  Pedab’s liability for defects shall never be deemed to include defects or damages resulting from the Partner’s or the End Customer’s negligence or wrongful use of the Deliverable, e.g. that the End Customer has failed to comply with the manual, instructions, altered or interfered with the Deliverable or used the Deliverable for purposes for which it is not intended. Pedab is further not liable for defects caused by a third party, viruses (or features with similar effects) or by circumstances beyond the reasonable control of Pedab, including but not limited to information provided by the Producer or any third party. For the avoidance of doubt, the Partner is obliged to request a manual or instruction, should the Deliverable be delivered without one.

11.4  The extent or length of the liability for defects, as set out in the Producer Terms, shall not be extended or changed if Pedab remedies a defect, provides technical guidance or redelivers the Deliverable.

11.5  In case of a defect in any Deliverable, the Partner must give Pedab written notice of such defect without undue delay and no later than five (5) Business Days following the detection of such defect or when it should reasonably have been detected. Any defects shall always be reported to Pedab within three (3) months from delivery to the Partner. In such written notice, the Partner shall describe and, where necessary, demonstrate the manner in which the defect is shown. If the Partner fails to adhere to the aforementioned time limits, the Partner shall be precluded from enforcing any remedies and/or claim any damages in relation to the defect.

11.6  Unless otherwise stated in the applicable Producer Terms, Pedab shall repair or replace a Deliverable (at its option) in the event of a defect. In addition, in case of delay or force majeure according to Section 14 or if the Producer has ceased to deliver the ordered Deliverable, Pedab may fulfill its obligations toward the Partner by delivering a replacement with equivalent functionality as the Deliverable set out in the Order Confirmation.

11.7  Any Advisory or Consulting Services are provided by Pedab on a goodwill basis. Consequently, Pedab disclaims any responsibility or liability whatsoever for such Advisory or Consulting Services and the Partner hereby expressly waives any claims relating to such Advisory or Consulting Services.

11.8  Pedab is only liable for bodily injury, death and/or damage to property in case of negligence. The Partner shall indemnify and hold Pedab harmless if Pedab is held liable against a third party, whom Pedab is not responsible to according to these GTCs or otherwise according to the Agreement.

11.9  Pedab’s liability under the Agreement is, under all circumstances limited to the purchase price of the concerned Deliverable. Notwithstanding the foregoing, Pedab’s liability is, under all circumstances, limited to the amount that Pedab successfully claims from the Producer in relation to the concerned Deliverables. Pedab shall never be liable for any indirect damage or loss.

11.10  The Parties agree that this Section 11 sets out Pedab’s entire and exclusive liability for defects.

12. INTELLECTUAL PROPERTY RIGHTS

12.1  All Intellectual Property Rights in and to the Deliverables as well as to the content, structure and design of the Digital Marketplace belongs to the Producers and/or Pedab, respectively. Nothing in these GTCs shall be construed or perceived as a transfer of ownership or license, unless the Parties have agreed otherwise in writing.

12.2  Pedab’s responsibility regarding infringement of Intellectual Property Rights is exhaustively regulated by the relevant Producer Terms.

12.3  The use of any Software is subject to the applicable Producer’s license terms, including for the avoidance of doubt any open source license terms applicable to open source code contained in the Software. Without limiting the generality of Section 7.2, the Partner agrees to contractually require its End Customers to comply with any obligations and license terms governing the use of the relevant software. Should the Partner purchase Software for own commercial use, the Partner’s foregoing undertakings shall also apply correspondingly, with the necessary amendments.

13. [PROCESSING OF PERSONAL DATA]

Each Party shall be individually responsible, as a sole data controller, for its own processing of personal data in connection with this Agreement. Hence, each Party determines the purposes and means for its respective processing of personal data. Notwithstanding the foregoing, each Party shall at all times during the term of this Agreement comply with all applicable data protection legislation. In addition, if either Party considers at any time during the term of the Agreement that one Party is acting as a processor of personal data on behalf of the other Party, the Parties shall enter into a data processing agreement where required by applicable law.

14. FORCE MAJEURE

14.1 If either Party is prevented from fulfilling its obligations under the Agreement due to a circumstance outside the Party’s reasonable control, which the Party could not reasonably have foreseen, e.g. natural disaster, war (whether declared or not), epidemics, pandemics, fire, cessation of work, strike, boycott or similar or any other similar cause, or the Producer’s non-fulfilment or delay due to circumstances described above, such circumstance shall result in a postponement of the time for performance and relief from any obligation to pay damages, as well as relief from any other possible remedy, for as long as the circumstance remains and hinders fulfilment of the obligation.

14.2 Each Party shall make reasonable efforts to eliminate, cure or overcome any such circumstance preventing the Party from fulfilling its obligations under the Agreement. The Parties shall bear their own costs resulting from any force majeure event.

14.3 A Party shall in case of an event of force majeure promptly give written notice to the other Party of the circumstances constituting the force majeure event and shall keep the other Party informed of the progress in resolving the force majeure event.

15. CONFIDENTIALITY

15.1 Sections 15.2–15.4 below shall only apply if the Parties have not entered into a separate non-disclosure agreement covering the Parties exchange of confidential information under the Agreement.

15.2 Each Party (the “Receiving Party”) undertakes to, during the term of the Agreement and for a period of three (3) years thereafter, not disclose Confidential Information of the other Party (the “Disclosing Party”), except for information that the Receiving Party can show (i) was publicly available upon receiving the information, or which subsequently has been made publicly available without breach against this or any other confidentiality undertaking; (ii) that the Receiving Party, after entering into the Agreement, has received from a third party without breach of any confidentiality undertaking; (iii) that the Receiving Party is required to disclose due to any order of a court, any stock exchange rules applicable or applicable law; or (iv) that such disclosure has been approved by the Disclosing Party in advance in writing.

15.3 In addition, the Receiving Party may only disclose Confidential Information of the Disclosing Party to its employees, directors and advisors, insofar such persons need to know the information for executing the Agreement. The Receiving Party shall ensure that those employees, directors and advisors are bound by not less extensive confidentiality, non-use and other obligations as set out in this Agreement. The Receiving Party shall be liable to the Disclosing Party pursuant to the provisions set out in this Agreement, for any breach by its employees, directors and advisors.

15.4 Notwithstanding the aforementioned, Pedab may provide the Producer and other entities within the Pedab group with information relating to Pedab’s sale of Deliverables to the Partner as well as other relevant information about the Partner.