General Terms and Conditions

These General Terms and Conditions apply to all present and future business relationships between GK VISION GmbH, trading under the VISIONTECHNIK brand, hereinafter “VISIONTECHNIK”, and its customers.

These terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law.

VISIONTECHNIK's offering is aimed exclusively at customers who, when entering into the respective transaction, are acting in the exercise of their commercial or independent professional activity.

Sales to consumers within the meaning of section 13 BGB do not take place as a matter of principle.

These terms apply in particular to contracts covering:

• -sale and delivery of products
• -industrial machine vision
• -cameras, optics and lighting
• -code readers and identification systems
• -frame grabbers, cables and accessories
• -technical advice
• -product selection and procurement
• -feasibility studies and application tests
• -software development
• -AI and data applications
• -integration and commissioning
• -technical support services
• -repairs
• -spare parts
• -customer-specific services
• -other related deliveries and services

Individual agreements, quotations, order confirmations, service descriptions, specifications and other expressly agreed contract documents take precedence over these terms in the event of a conflict.

Differing, conflicting or supplementary general terms of business, purchasing or contract issued by the customer only become part of the contract if VISIONTECHNIK has expressly consented to their application.

This also applies where VISIONTECHNIK carries out a delivery or service without reservation in the knowledge of conflicting customer terms.

VISIONTECHNIK is in particular a technical distributor, dealer and reseller of products from various manufacturers in the fields of industrial machine vision, automatic identification, optics, lighting and industrial automation.

In addition to product sales, VISIONTECHNIK provides technical advice, product specification, procurement services, feasibility studies, software development as well as integration and support services.

For products distributed under the name or brand of a third-party manufacturer, VISIONTECHNIK is generally not the manufacturer of the product but the seller, distributor or reseller.

In such cases the manufacturer is the company identified as manufacturer on the product, its packaging, datasheet, declaration of conformity or other manufacturer documentation.

This applies otherwise only where VISIONTECHNIK or GK VISION GmbH expressly acts as manufacturer of a product itself.

The VISIONTECHNIK websites serve to provide information about products and services and to initiate business relationships.

The presentation of a product or service on the website generally does not constitute a binding offer to conclude a contract.

This applies in particular to products carrying wording such as:

• -“price on request”
• -“availability on request”
• -“request a quotation”

or comparable formulations.

Adding a product to an inquiry list constitutes neither an order nor a binding contractual declaration.

By submitting an inquiry list, contact form, consultation form, feasibility study form or any other website form, the customer initially only submits a non-binding inquiry.

An automatically generated acknowledgement of receipt confirms only the technical receipt of an inquiry. It does not constitute acceptance of an order or a contractual offer by VISIONTECHNIK.

A contract is concluded exclusively in accordance with clause 4.

Information on the website about products, prices, delivery times, availability or technical properties is subject to change.

Only the conditions set out in the respective quotation, order confirmation or other individual agreement are decisive for a contract.

Quotations from VISIONTECHNIK are subject to change and non-binding unless they are expressly designated as binding or contain a period of validity.

An order placed by the customer constitutes a binding contractual offer.

VISIONTECHNIK may accept an order in particular by:

• -express order confirmation
• -written or electronic declaration of acceptance
• -commencing the agreed service
• -making the ordered goods available
• -dispatching the goods

Unless stated otherwise in the quotation, VISIONTECHNIK may accept the customer's contractual offer within 14 calendar days of receipt.

The scope of the delivery or service owed is primarily determined by VISIONTECHNIK's quotation and order confirmation.

Changes or extensions to the scope of services after conclusion of the contract require agreement between the parties and may affect price and deadlines.

Information about third-party manufacturers' products is regularly based, in whole or in part, on information, datasheets, documentation and other statements from the respective manufacturer.

This includes in particular information on:

• -dimensions
• -weight
• -resolution
• -frame rate
• -sensor
• -wavelength
• -light output
• -reading distance
• -module size
• -interfaces
• -ingress protection
• -temperature range
• -service life
• -accuracy
• -speed
• -software functions
• -certifications and approvals

VISIONTECHNIK adopts manufacturer information with due commercial care but is not obliged to verify every manufacturer statement independently by measurement.

Manufacturer information is only adopted as a property guaranteed by VISIONTECHNIK if VISIONTECHNIK expressly declares it as a guarantee.

Designations such as:

• -“up to”
• -“maximum”
• -“typical”
• -“approx.”
• -“depending on”
• -or comparable manufacturer statements

refer to the test, operating or application conditions on which the manufacturer based them.

Such statements do not imply any assurance that a particular maximum value will be achieved in every configuration and every customer application.

Product images are for illustration purposes. Minor deviations in color, labeling, housing details or scope of delivery are permissible provided that no expressly agreed condition is impaired.

In case of doubt, the expressly agreed part number and the associated manufacturer documentation are decisive.

For products from HIKROBOT, Datalogic, SensoPart, Fujinon, FALCON, di-soric and other third-party suppliers, the respective third-party supplier is the manufacturer unless stated otherwise.

By distributing, advising on or providing technical support for such a product, VISIONTECHNIK does not automatically assume the position of its manufacturer.

In particular, VISIONTECHNIK assumes no manufacturer responsibility of its own for the design, production or manufacturer-initiated product changes of third-party products.

Statutory or contractual obligations of VISIONTECHNIK as seller remain unaffected.

Where a third-party manufacturer grants a voluntary manufacturer guarantee for a product, that guarantee is governed exclusively by the guarantee conditions of the manufacturer concerned as applicable from time to time.

The guarantor of such a manufacturer guarantee is the respective manufacturer or the third party that issued the guarantee declaration.

VISIONTECHNIK does not provide its own additional manufacturer, durability or condition guarantee for merchandise unless this has been expressly declared.

Statements on a product page such as “24-month manufacturer guarantee” or comparable notes describe only a manufacturer guarantee that may exist and do not constitute a guarantee declaration by VISIONTECHNIK unless expressly stated otherwise.

The prerequisites and scope of a manufacturer guarantee may depend in particular on:

• -registration of the product
• -serial number
• -proof of purchase
• -use for the intended purpose
• -maintenance
• -permissible operating conditions
• -the product remaining unaltered
• -compliance with the guarantee periods
• -processing through an authorized sales partner

Only the guarantee conditions of the respective guarantor are decisive.

Where possible and economically reasonable, VISIONTECHNIK supports its customers in handling manufacturer guarantee and service cases.

For this purpose VISIONTECHNIK may in particular:

• -record serial numbers and product data
• -receive fault descriptions
• -handle communication with the manufacturer
• -forward products to service centers
• -coordinate repairs
• -accompany replacement processes

This support does not make VISIONTECHNIK itself the guarantor of a manufacturer guarantee.

Whether a case is covered by a manufacturer guarantee is ultimately decided by the respective guarantor in accordance with its guarantee conditions.

Costs not borne by the manufacturer, in particular inspection, diagnosis, shipping, customs or processing costs, may be charged to the customer after prior agreement.

Where GK VISION GmbH manufactures products itself in future or places a product on the market as manufacturer under its own name or brand in the legal sense, it is deemed the manufacturer of that product in accordance with the statutory classification.

Such products are referred to below as “own products”.

Own products are identified as such on the product page, in the quotation, on the product, on the packaging or in the associated documentation.

Where a VISIONTECHNIK manufacturer guarantee is expressly stated for an own product, GK VISION GmbH is the guarantor.

The duration, scope, territorial validity, prerequisites, exclusions and services of such a VISIONTECHNIK manufacturer guarantee follow from the guarantee declaration applicable to the respective product or from the product-specific guarantee conditions.

The VISIONTECHNIK manufacturer guarantee applies in addition to the customer's statutory or contractually agreed rights in respect of defects.

Where no express additional guarantee is stated for an own product, no further voluntary guarantee arises from manufacturer status alone.

Statutory and contractual rights in respect of defects remain unaffected.

VISIONTECHNIK supports customers in the technical selection and coordination of machine vision and automation components.

Every consultation is based on the requirements and conditions communicated by the customer.

These may include in particular:

• -inspection task
• -field of view
• -working distance
• -smallest inspection feature
• -required accuracy
• -speed
• -cycle time
• -material
• -surface
• -ambient conditions
• -existing hardware
• -interfaces
• -software
• -installation situation

The customer is responsible for ensuring that the information it provides is complete and accurate.

If the conditions of the application change, technical recommendations given previously may lose their validity.

A technical recommendation does not constitute a guarantee that a particular application result will be achieved, unless such a result has been expressly agreed as a condition owed or as an acceptance criterion.

VISIONTECHNIK may recommend products and technical alternatives across manufacturers.

Where the customer selects products independently on the basis of website information, product filters, datasheets or other information without commissioning an application-related technical specification from VISIONTECHNIK, responsibility for the suitability of the selected products for the specific application lies with the customer.

A technically defect-free product is not defective merely because it subsequently proves unsuitable for a specific customer application, unless that specific suitability was expressly agreed as part of the contract.

This applies in particular to applications in which the result is influenced by, among other things:

• -camera resolution
• -lens
• -lighting
• -contrast
• -material
• -surface
• -speed
• -ambient light
• -focus
• -installation geometry
• -parameter settings
• -software
• -other components

Where VISIONTECHNIK has expressly confirmed a specific suitability as a contractually owed condition on the basis of complete customer information, the corresponding individual contractual agreements apply.

The mechanical or electrical ability to connect two components does not automatically mean that they are fully compatible technically, electrically, optically or in terms of software.

Unless a particular combination has been expressly confirmed by VISIONTECHNIK, the customer is responsible for verifying the compatibility required for its overall system.

This concerns in particular:

• -supply voltages
• -pin assignments
• -cables
• -connectors
• -firmware
• -drivers
• -SDKs
• -operating systems
• -APIs
• -communication protocols
• -network settings
• -software versions
• -lens mounts
• -sensor sizes and image circles

VISIONTECHNIK offers feasibility studies and technical application tests.

The scope, price, objective and result of a feasibility study follow from the respective quotation or the agreed task definition.

The investigation is based on the information, samples and process conditions provided by the customer.

These may include in particular:

• -good parts
• -defective parts
• -faulty parts
• -codes
• -drawings
• -images
• -videos
• -process data
• -speeds
• -tolerances
• -material specifications
• -installation dimensions

A feasibility study relates in principle to the samples and conditions actually examined.

Differences between test samples and later series parts may change the result.

This applies in particular where there are changes to:

• -material
• -color
• -surface structure
• -production process
• -lighting situation
• -object position
• -object speed
• -temperature
• -contamination
• -part tolerances

A positive feasibility assessment does not constitute a guarantee of a particular detection rate, read rate, measurement capability, process capability or cycle time under any given production conditions.

Particular performance figures are only binding if they have been expressly agreed as a contractual acceptance criterion.

Sample parts provided for feasibility studies remain the property of the customer.

VISIONTECHNIK is entitled to use samples to the extent necessary for the agreed tests.

Where samples may be damaged, altered or consumed by the agreed investigation, the customer must take this into account before handing them over.

VISIONTECHNIK is not liable for any alteration or destruction of a sample resulting from carrying out the agreed investigation as intended.

After completion of a project, samples can be returned at the customer's request.

The customer bears the resulting shipping costs unless agreed otherwise.

If samples are not requested back within a reasonable period despite a request to do so, VISIONTECHNIK may dispose of them after a reasonable storage period.

Depending on the agreed scope of services, VISIONTECHNIK supports customers with the integration and commissioning of components and systems.

The precise scope of integration is agreed on a project-specific basis.

Services not expressly commissioned are not part of an integration order.

On larger projects, VISIONTECHNIK may involve specialist integration partners and other specialist companies.

VISIONTECHNIK is entitled to use qualified employees, subcontractors, developers, integrators or other specialists to carry out an order.

Where such companies are used as vicarious agents of VISIONTECHNIK, VISIONTECHNIK remains the customer's contractual partner for the services it has assumed.

Alternatively, VISIONTECHNIK may put the customer in touch with an independent integration or technology partner.

If the customer subsequently concludes its own contract directly with the partner company, a separate contractual relationship arises between customer and partner in respect of those services.

In that case VISIONTECHNIK is not the contractual partner for the services assumed independently by the partner.

VISIONTECHNIK is liable for the independent services of such a contractual partner only where VISIONTECHNIK is exceptionally required by law to answer for them due to its own breach of duty.

The supply of individual machine vision, identification or automation components does not make VISIONTECHNIK the manufacturer of the customer's machine or overall installation.

Unless expressly agreed otherwise, VISIONTECHNIK does not automatically assume:

• -responsibility for the overall installation
• -machine manufacturer responsibility
• -CE conformity assessment of the overall installation
• -risk assessment of the complete machine
• -functional safety assessment
• -overall electrical planning
• -machine acceptance
• -validation of safety-related functions

The customer or the manufacturer or integrator responsible for the overall installation is responsible for compliance with the legal and technical requirements applicable to that installation.

Where VISIONTECHNIK exceptionally and expressly assumes such services, their scope is governed exclusively by the individual agreement concerned.

The nature and scope of software development services follow from the quotation, service description, specification or another individual project agreement.

Functions not agreed are not part of the scope of services owed.

Extensions or changes to requirements during a project constitute change requests and may be charged separately.

VISIONTECHNIK may have software projects carried out by its own staff as well as by qualified external and international developers or development partners.

VISIONTECHNIK remains responsible for the services it has contractually assumed where the partner is used as a vicarious agent.

Where the parties have agreed on acceptance for a software or project service, VISIONTECHNIK makes the service available for inspection once it is complete.

The customer is obliged to examine the service within a reasonable period against the agreed requirements.

Material deviations are to be documented as comprehensibly and reproducibly as possible.

Immaterial deviations that do not significantly impair the contractually intended use do not entitle the customer to refuse acceptance.

Statutory provisions on acceptance remain unaffected.

After payment in full, the customer generally receives a simple, unlimited right to use software developed individually for it for the contractually agreed purpose.

More extensive rights, in particular:

• -exclusive rights of use
• -transfer of source code
• -rights of modification
• -resale rights
• -sublicensing rights

require an express agreement.

Without an express agreement, the following in particular remain with VISIONTECHNIK or the respective rights holders:

• -libraries
• -modules
• -frameworks
• -algorithms
• -development tools
• -methods
• -templates
• -know-how

VISIONTECHNIK may use general, non customer-specific know-how and reusable software components in other projects as well.

Confidential information of the customer must not be disclosed in doing so.

Where products or software from third-party suppliers are used, the respective license and terms of use of the supplier concerned apply in addition.

This applies in particular to:

• -operating systems
• -camera drivers
• -SDKs
• -image processing libraries
• -databases
• -cloud services
• -AI services
• -open-source software

VISIONTECHNIK can only grant the customer those rights in third-party software that VISIONTECHNIK is entitled to transfer.

VISIONTECHNIK is entitled to use suitable open-source components in accordance with the respective license conditions.

Changes to or discontinuation of third-party software, APIs, SDKs, operating systems or cloud services after completion of a project are generally outside VISIONTECHNIK's sphere of influence.

Adjustments subsequently required as a result are only part of the original order if this has been expressly agreed.

For firmware, drivers, SDKs and software tools belonging to a product manufacturer, the third-party supplier concerned is the manufacturer or provider of the software.

VISIONTECHNIK does not guarantee that future versions of such third-party software will remain permanently compatible with existing:

• -operating systems
• -hardware components
• -software applications
• -drivers
• -interfaces

On request, VISIONTECHNIK supports any necessary adjustments as far as technically possible.

Any additional effort arising as a result may be charged separately.

VISIONTECHNIK may develop or integrate customer-specific AI applications, AI assistants, chatbots, machine vision solutions and other AI-based systems.

The customer ensures that it holds the necessary rights to all data it provides.

This concerns in particular:

• -documents
• -images
• -texts
• -customer data
• -company data
• -training data
• -databases

Due to the way they work technically, AI systems can produce probabilistic, incomplete or incorrect outputs.

Unless a different contractual service level has been expressly agreed, the customer must appropriately review AI outputs before using them in a way that is commercially, technically, safety-relevant or legally significant.

VISIONTECHNIK does not guarantee that every individual AI output is factually correct.

Changes to external AI models or AI providers may affect functions or results.

The customer must provide all information, documents and access required to carry out an order in good time and in full.

The customer provides in particular the necessary:

• -contact persons
• -sample parts
• -technical data
• -interface information
• -access credentials
• -machine access
• -network access
• -approvals

The customer informs VISIONTECHNIK in good time of any particular requirements relating to:

• -occupational safety
• -IT security
• -data protection
• -the production environment
• -confidentiality
• -access restrictions

Delays due to missing or late cooperation extend agreed deadlines appropriately.

Additional effort resulting from missing or incorrect cooperation may be charged at the agreed or customary rates.

Before any intervention in existing IT, software, camera or automation systems, the customer is responsible for an appropriate data backup.

This applies in particular to:

• -configuration files
• -programs
• -PLC projects
• -databases
• -images
• -recipes
• -user data
• -machine parameters

If a separate data backup service by VISIONTECHNIK is required, it must be expressly agreed.

The customer is responsible for ensuring that remote and network access it provides has been set up lawfully and in accordance with its internal security requirements.

General technical support is provided within VISIONTECHNIK's operational capacity.

Particular response times, restoration times, availability levels or service levels are only binding if a corresponding service level agreement or comparable agreement has been concluded.

Without such an agreement there is in particular no entitlement to:

• -24/7 support
• -particular response times
• -on-site attendance within particular deadlines
• -guaranteed restoration times

Unless stated otherwise, all prices are net in euros plus statutory value added tax.

The following may also be incurred:

• -shipping costs
• -packaging costs
• -transport insurance
• -customs duties
• -import charges
• -express surcharges
• -travel costs
• -accommodation costs
• -other project-related incidental costs

The prices stated in the respective quotation or order confirmation are decisive.

In the event of subsequent changes to the scope of services, VISIONTECHNIK may issue an adjusted quotation.

Unless agreed otherwise, invoices are due for payment without deduction within 14 calendar days of the invoice date.

VISIONTECHNIK may require advance payment, instalments or other security, in particular in the case of:

• -new customers
• -customer-specific procurement
• -special orders
• -software projects
• -larger project orders
• -long delivery times

In the event of late payment, the statutory default interest applies.

For monetary claims in B2B business, the statutory default interest rate is currently nine percentage points above the applicable base rate.

In addition, the statutory late payment fee and any further loss caused by the delay may be claimed.

Receipt by VISIONTECHNIK determines whether a payment is timely.

If circumstances become known after conclusion of the contract that justify reasonable doubt about the customer's solvency, VISIONTECHNIK may, within the statutory framework, make outstanding services dependent on advance payment or appropriate security.

The customer may only set off counterclaims that are undisputed, legally established or ready for decision.

The customer is only entitled to exercise a right of retention where its counterclaim arises from the same contractual relationship.

Delivery times and dates are only binding if they have been expressly agreed as binding.

Non-binding delivery time statements are based on the information available at the time of the quotation.

In particular for third-party manufacturers' products, delivery times may depend on the production and supply capacity of the respective manufacturer or upstream supplier.

The delivery period does not begin before all technical and commercial prerequisites have been fully clarified.

Partial deliveries are permissible to the extent reasonable for the customer.

For merchandise, the delivery obligation is subject to correct and timely supply by upstream suppliers, provided that VISIONTECHNIK concluded a corresponding covering transaction in good time and is not responsible for the failure to supply.

If a product becomes permanently unavailable through no fault of VISIONTECHNIK, VISIONTECHNIK will inform the customer without undue delay.

In such a case VISIONTECHNIK may offer the customer a technically comparable product.

If no suitable replacement product is available or the customer justifiably rejects it, the statutory provisions apply to the service that is no longer possible.

VISIONTECHNIK is not liable for delays to the extent that they are based on events outside VISIONTECHNIK's reasonable sphere of influence.

These include in particular:

• -natural disasters
• -war
• -terrorism
• -civil unrest
• -embargoes
• -sanctions
• -epidemics and pandemics
• -official measures
• -strikes
• -lock-outs
• -cyber attacks
• -power failures
• -shortages of raw materials
• -transport disruptions
• -significant supply chain disruptions
• -unforeseeable failures of key upstream suppliers

Agreed deadlines are extended appropriately in such cases.

If an impediment persists for so long that a party can no longer reasonably be expected to adhere to the contract, the statutory rights apply.

Unless agreed otherwise, delivery is ex warehouse or ex dispatch point.

Goods may also be shipped directly from the manufacturer or upstream supplier to the customer.

If the goods are shipped at the customer's request, the risk in business-to-business transactions passes in accordance with the statutory provisions upon handover to the forwarder, carrier or other transport provider.

Transport insurance is only taken out at the customer's request and expense unless agreed otherwise.

Where Incoterms are agreed, Incoterms® 2020 apply in the clause expressly agreed.

VISIONTECHNIK retains title to delivered goods until all current claims arising from the contractual relationship concerned have been paid in full.

In an ongoing business relationship, the retention of title extends to all outstanding claims arising from that relationship.

Goods subject to retention of title may not be pledged or assigned as security before payment in full.

The customer must inform VISIONTECHNIK without undue delay of any seizure or other third-party access.

The customer may resell goods subject to retention of title in the ordinary course of business.

The customer hereby assigns to VISIONTECHNIK, by way of security, the claims against third parties arising from a resale in the amount of VISIONTECHNIK's outstanding claim.

VISIONTECHNIK authorizes the customer, until revoked, to collect these claims in its own name.

The statutory provisions apply to the processing, combination or commingling of goods subject to retention of title.

If the realisable value of the security exceeds the secured claims by more than 10%, VISIONTECHNIK will release security of its choosing at the customer's request.

Where the purchase is a commercial transaction for both parties, the duties to inspect and give notice under section 377 of the German Commercial Code (HGB) apply.

The customer must inspect the goods without undue delay after delivery in the ordinary course of business, in particular for:

• -identity
• -quantity
• -visible damage
• -incorrect delivery

Visible defects must be reported without undue delay after they are identified.

Defects identified later must be reported without undue delay after their discovery.

A notice of defect should contain as specific a fault description as possible.

VISIONTECHNIK may in particular request the following information:

• -part number
• -serial number
• -proof of purchase
• -fault description
• -images
• -videos
• -log files
• -firmware version
• -software version
• -system configuration

The statutory rights in respect of defects apply to defects in products sold by VISIONTECHNIK, to the extent that they are validly modified by these terms or an individual agreement.

VISIONTECHNIK may involve manufacturers, upstream suppliers or authorized service partners in the investigation and in providing subsequent performance.

The customer must give VISIONTECHNIK the opportunity required to inspect and provide subsequent performance.

The provisions of any manufacturer guarantee remain separate from this.

A manufacturer guarantee does not restrict the customer's rights against VISIONTECHNIK in respect of defects.

There are no claims in respect of defects to the extent that the reported fault was caused after the transfer of risk by circumstances not attributable to VISIONTECHNIK.

These include in particular:

• -improper installation
• -incorrect operation
• -operation outside the manufacturer's specification
• -overvoltage
• -unsuitable power supply
• -incorrect wiring
• -incorrect parameter settings
• -unapproved modifications
• -mechanical damage
• -accident
• -contamination
• -unsuitable cleaning
• -impermissible temperature
• -moisture
• -wear
• -use of unsuitable accessories

Statutory claims remain in place to the extent that the cause of the defect was already present at the transfer of risk or VISIONTECHNIK is answerable for it on another ground.

If a technical inspection shows that there is no defect for which VISIONTECHNIK is responsible, VISIONTECHNIK may charge reasonable inspection, diagnosis, shipping and processing costs, provided the customer recognized or negligently failed to recognize that no such defect existed.

This applies in particular to faults caused by the customer's configuration, environment or other system components.

To the extent permitted by law, the limitation period for claims in respect of defects in newly delivered movable goods is one year from delivery where the customer is an entrepreneur.

For works or software services for which acceptance has been agreed, the limitation period for claims in respect of defects is one year from acceptance, to the extent permitted by law.

The reduction does not apply:

• -in cases of intent
• -where a defect has been fraudulently concealed
• -where a guarantee has been expressly assumed
• -in cases of culpable injury to life, body or health
• -to claims under the German Product Liability Act
• -where mandatory statutory periods are longer
• -where statutory supplier recourse rights mandatorily require longer periods

Mandatory statutory special provisions remain unaffected.

As VISIONTECHNIK operates exclusively in B2B business, there is generally no statutory right of withdrawal such as applies to consumer contracts.

There is only a right to return defect-free goods if this has been expressly agreed.

A voluntary return may in particular be made conditional on:

• -the manufacturer agreeing to the return
• -the goods being unused
• -the goods being complete
• -the original packaging being present and undamaged
• -no customer-specific configuration having been carried out

VISIONTECHNIK may charge reasonable restocking, inspection and processing costs for a voluntary return.

The following in particular may be excluded from a voluntary return:

• -goods procured specifically for the customer
• -special orders
• -custom-made items
• -configured products
• -cut-to-length cables
• -specially ordered variants
• -opened or activated software licenses
• -products not taken back by the manufacturer

An order placed on a binding basis may only be cancelled or changed by the customer with VISIONTECHNIK's consent, unless the customer has a statutory right of withdrawal or termination.

Where VISIONTECHNIK accepts a cancellation, the customer must bear the reasonable expenses incurred up to that point.

These include in particular:

• -work already performed
• -customer-specific goods already ordered
• -manufacturer orders that cannot be cancelled
• -third-party and license costs
• -partner services already commissioned

Products should only be returned to VISIONTECHNIK after prior agreement or after an RMA or return number has been issued.

The customer must pack the product securely for transport and, in the case of electronic components, in an ESD-compliant manner where applicable.

Before sending in devices with memory or configurations, the customer is responsible for backing up data.

VISIONTECHNIK may forward devices to the manufacturer or an authorized service partner for inspection.

Repair cost estimates are based on the condition apparent at the time of inspection.

If additional damage is identified during a repair, VISIONTECHNIK may require a new approval from the customer.

Statutory rights in respect of defects and cost obligations in justified defect cases remain unaffected.

Product life cycles and the discontinuation of merchandise are determined by the respective manufacturer.

VISIONTECHNIK can therefore not give any general guarantee of particular future availability of third-party products.

If a product is changed or discontinued, VISIONTECHNIK supports the customer on request in selecting a successor or replacement product.

A successor product may require changes to:

• -mechanics
• -cabling
• -interface
• -software
• -firmware
• -optics
• -parameter settings

Full interchangeability or drop-in compatibility is only owed where it has been expressly agreed.

The customer warrants that the following materials provided by it for a project may lawfully be used:

• -drawings
• -images
• -data
• -software
• -trademarks
• -documents
• -texts
• -CAD data

The customer indemnifies VISIONTECHNIK against justified third-party claims arising from unlawful provision or use of these materials by the customer, to the extent that the customer is responsible for the infringement.

Both parties undertake to treat the other party's confidential technical and commercial information as confidential.

Confidential information may only be used to carry out the business relationship.

VISIONTECHNIK may pass confidential information to employees, developers, subcontractors and project partners to the extent that they need it to carry out the project.

The persons or companies concerned must be appropriately bound to confidentiality.

The obligation does not apply to information that demonstrably:

• -is publicly known
• -was lawfully obtained from third parties
• -was already known beforehand
• -must be disclosed due to statutory provisions

Where it makes sense for a given project, VISIONTECHNIK may engage qualified developers and service providers in Germany and abroad.

Where personal data is processed in doing so, the applicable data protection requirements must be observed.

Where necessary, additional agreements are concluded, in particular data processing agreements or suitable arrangements for international data transfers.

Certain products, technologies, software or technical data may be subject to export control, embargo or sanctions regulations.

Performance of the contract is subject to the proviso that no mandatory national, European or international regulations stand in its way.

On request, the customer provides VISIONTECHNIK with the necessary information regarding:

• -end recipient
• -country of destination
• -end use

VISIONTECHNIK may refuse or suspend a delivery to the extent that carrying it out would breach mandatory export or sanctions regulations.

When reselling or exporting, the customer is obliged to comply with the regulations applicable to it.

VISIONTECHNIK is liable without limitation:

• -in cases of intent
• -in cases of gross negligence
• -in cases of culpable injury to life, body or health
• -under the German Product Liability Act
• -where a defect has been fraudulently concealed
• -to the extent of a guarantee expressly assumed

In the case of a slightly negligent breach of a material contractual obligation, VISIONTECHNIK is liable for the foreseeable damage typical of the contract.

Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.

Otherwise, liability for damage caused by slight negligence is excluded to the extent permitted by law.

The above limitations of liability also apply in favour of VISIONTECHNIK's:

• -employees
• -legal representatives
• -vicarious agents
• -subcontractors

Mandatory statutory liability provisions remain unaffected.

Where VISIONTECHNIK is liable for a loss of data due to slight negligence, liability is limited to the restoration effort that would have been necessary had the customer carried out proper and regular data backups, to the extent that such a limitation is permitted by law.

The customer's obligation to back up data under clause 25 remains unaffected.

VISIONTECHNIK processes personal data in accordance with the applicable data protection regulations.

Details can be found in VISIONTECHNIK's current privacy policy.

Where VISIONTECHNIK processes personal data on behalf of the customer and the statutory requirements are met, the parties conclude a separate data processing agreement.

The law of the Federal Republic of Germany applies.

The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Mandatory international provisions remain unaffected.

Where the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of GK VISION GmbH in Pinneberg.

VISIONTECHNIK remains entitled to bring proceedings at the customer's general place of jurisdiction.

Individual agreements between VISIONTECHNIK and the customer always take precedence over these General Terms and Conditions.

Changes and additions to a contract should be made in text form for evidential purposes. Informal agreements that are effective by law or individually agreed remain unaffected.

Should an individual provision of these terms be wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected.

An invalid or unenforceable provision is replaced by the statutory provisions.

The same applies to unintended gaps in the provisions.