General Terms and Conditions of the Rey-Companies

01.

Unless otherwise agreed in writing between the parties, the present General Terms and Conditions ("GTCs") shall apply to all deliveries and services of the Rey-Companies, namely Rey 360 Holding AG [UID: CHE-398.217.352], Rey Technology Holding AG [UID: CHE-275.651.197], Rey Automation AG [UID: CHE-108.042.994], Rey Informatik AG [UID: CHE-115.251.959], Rey Immobilien AG [UID: CHE-398.018.189], Rey Digital AG [UID: CHE-284.008.847] and Rey GmbH in 79111 Freiburg im Breisgau [HRB 703684]

02.

These GTCs shall apply if the client expressly or tacitly accepts them or if the provision of services has commenced. Deviating terms and conditions of the client shall only apply if their application has been expressly agreed in writing, even if reference is made to them in requests for quotations or other documents.

03.

Contracts between the client and a Rey-Company shall be deemed to have been concluded if said company (the "Rey-Company providing the service") has confirmed acceptance of the order or contract, including any requests for changes, in a verifiable text form (order confirmation or individual contract) or has started to provide the service.

04.

Only the relevant Rey-Company remains the contracting party, even if other Rey-Companies provide contractually owed services (irrespective of the degree of integration), other Rey-Companies communicate directly with the client, any title provides for any rights to assert claims against Rey-Companies other than the contracting party, or debt-restructuring proceedings or bankruptcy proceedings are initiated against the contracting party.

05.

Offers without a deadline are non-binding.

06.

The order confirmation or an individual contract shall be decisive for the scope and execution of all deliveries and services, standby and response times (SLA), as well as usage times and availability. License fees, materials and services not listed therein shall be charged additionally. No permanent or uninterrupted availability is guaranteed for software solutions that are provided (applications, cloud computing, software as a service).

07.

Insofar as this is reasonable for the client, the Rey-Companies may supply modified or adapted hardware and software or provide other services that deviate from order confirmations and contracts. In particular, such changes shall be deemed reasonable if they do not impair the agreed functionality. The same shall apply in the event of deviations in the user documentation from the contractual content and/or deliveries and services, namely in the case of descriptions and illustrations. Under no circumstances do such deviations constitute warranties for properties or an amendment to the contract. Extensions to software to be maintained with the same or similar functions (upgrades) as well as updates to the documentation in the event of subsequent adaptations as part of software maintenance are only the subject of the contract if this has been agreed.

08.

The client accepts the relevant third-party provider's terms and conditions of purchase and use for standard software. Furthermore, the client expressly accepts that the Rey-Companies may use free/libre open source software components, and that said components are subject to the license terms applicable to the client.

09.

The contractual service does not include brief telephone or electronic consultations that are equivalent to user training, or questions that can be answered by reading user manuals or other documentation.

10.

The outsourcing of contractually owed services to subcontractors and other Rey-Companies is expressly permitted.

11.

All prices are quoted in Swiss francs, excluding VAT and additional costs such as travel expenses (time and travel), fees and license fees, levies of any kind, customs duties, transport, packaging, insurance, etc.

12.

The services provided by the Rey-Company shall be remunerated by the client on the basis of a fixed price or the amount of time spent working. Unless a flat fee has been agreed, the quoted amount of time is always merely an estimate. In this case, the actual time required for the provision of the services shall be invoiced. The remuneration per hour is CHF 220.00, unless otherwise agreed. In addition to the actual provision of services, the time expenditure to be remunerated by the client shall include, but not be limited to, participation in (project) meetings as well as any preparatory and follow-up work, regardless of the location.

13.

The Rey-Companies may adjust the prices in the event of exchange rate fluctuations, the significant postponement of delivery dates, changes in applicable regulations, further developments, worse availability or changes to suppliers' products, prices or conditions.

14.

Additional costs due to incomplete, incorrect or delayed information, or subsequent (requests for) changes, shall be borne by the client.

15.

Payments by the client are to be made net, without the deduction of discounts, expenses, taxes, levies, fees, customs duties, and the like. In the absence of a written agreement to the contrary, the following shall apply:

a) For fixed prices: 50% as a down payment within 14 calendar days of the date of order confirmation or contract signing, 40% upon complete delivery or commissioning, and 10% following acceptance.

b) Based on effort: Following the reporting month in each case.

c) Expenses: Following the reporting month in each case.

d) Deliveries of materials/hardware/etc. licenses for software: 100% after signing the contract or before the order is placed by the Rey-Company.

e) Long-term contracts: Quarterly in advance.

16.

All invoices from Rey-Companies must be paid within 14 calendar days of the invoice date. Invoices shall be deemed to have been accepted if the client does not get in touch by the due date, stating the disputed amount and the reasons for the dispute. The client's obligation to pay shall only be deemed to have been fulfilled once the amount has been received and is at the free disposal of the Rey-Company providing the service.

17.

The payment deadlines must also be met if the dispatch, transportation, data connections, commissioning or acceptance of deliveries and services are delayed or made impossible for reasons for which the Rey-Company providing the service is not responsible, or if insignificant parts of deliveries and services are still missing, or if reworking proves necessary that does not completely prevent the use of deliveries and services.

18.

If the client does not meet a payment deadline, it shall be in default in all cases (without the need for a reminder) and must pay default interest of 5% from the 15th calendar day after the invoice date. The Rey-Company providing the service is entitled to compensation for collection costs of CHF 30.00 per reminder. If the client is in default of payment or if there is compelling reason to fear that the client will not pay in full or on time, the Rey-Company shall be entitled, without prejudice to its other claims, to suspend all deliveries and services, to withdraw the rights of use granted to the client (e.g., for software) and to demand the return of any goods delivered (e.g., data media, documentation), and to withhold deliveries ready for dispatch until new terms of payment and delivery have been agreed or the Rey-Company providing the service is of the opinion that it has received sufficient security. If such an agreement cannot be reached within 15 calendar days of default, or if the Rey-Company is of the opinion that it has not received sufficient security, the Rey-Company shall set a grace period of at least three calendar days for payment. If this grace period expires without payment, the Rey-Company providing the service may sue for fulfillment in addition to damages for delay or waive subsequent performance within a reasonable period of time (no immediate declaration necessary), and either demand compensation for the damages resulting from the non-fulfillment or withdraw from the contract (Art. 109 Swiss Code of Obligations (SR 220)). In the event of withdrawal from the contract, the Rey-Company in question shall be entitled to remuneration for the services rendered to date plus an appropriate share of the profits.

19.

The client may not withhold, reduce or offset payments because of complaints, claims or counterclaims not recognized in writing by the Rey-Company providing the service.

20.

All pre-existing rights of use and industrial property rights (intellectual property rights and ancillary copyrights as well as vested entitlements to the same), as well as those to agreed work outputs created in the course of the performance of the contract, including plans, drawings, technical documents, user documentation, software including source codes, program descriptions, documentation, concepts, evaluations or development outputs, as well as legally unprotected ideas, processes and methods, accrue to and remain with the Rey-Company providing the service. Patent rights to inventions created in the course of the performance of the contract shall accrue to the Rey-Company providing the service. The client may only dispose of them or make them accessible to third parties if it has been given permission to do so, in writing and in advance.

21.

Conversely, all pre-existing rights of use and industrial property rights to the content supplied by the client shall remain with the client. The client warrants that it has the necessary rights of use. The Rey-Company providing the service shall be fully indemnified by the client in this respect.

22.

Unless otherwise expressly agreed, the client shall only be granted a non-exclusive, non-transferable and generally time-limited right to use the software and the associated user documentation in accordance with the third-party provider's terms and conditions of purchase or use. The client is not entitled to grant sublicenses to the software or the user documentation to third parties, to pass them on to third parties, to sell them or to rent them out. In the case of free/libre open source software components, the license terms applicable to those components shall apply exclusively. The client may save software on a storage medium or load it into working memory, insofar as this is necessary in order to use it. The client is not authorized to make copies (except for archiving purposes, for temporary troubleshooting or to replace defective, necessary storage media) or to update, upgrade or otherwise expand the software. The client undertakes to pay compensation for any period of non-agreed overuse. If the client does not inform us of such overuse of its own accord, a contractual penalty amounting to five times the price of the use made in accordance with the applicable price list shall be due. The client may not disassemble, decompile, decrypt, reverse engineer or otherwise process software, including software produced specifically for it. If the client violates one of these provisions, the Rey-Company in question shall be entitled to revoke the right to use the software without notice and to cease providing its other services. Claims for damages and other legal steps remain reserved.

23.

The non-transferable, unlimited, non-exclusive and geographically unrestricted rights to specifically developed software are transferred to the client upon full payment of the remuneration owed. Without a written agreement, there is no entitlement to the provision of source codes or development documentation. The Rey-Companies may further develop, modify, use and otherwise commercially exploit software and components, knowledge and processes developed for the client.

24.

Documents, drafts, software for test purposes, plans, concepts, data, source codes, etc. must be returned to the relevant authorized Rey-Company and/or permanently deleted electronically in the event that no deliveries or services are provided, and always upon termination of the contractual relationship. The complete return or deletion must be confirmed in writing. The client does not acquire any rights to offer documents, and may neither make them accessible to third parties nor use them itself.

25.

The client shall provide the Rey-Company providing the service with all specifications that are relevant to the performance of the contract in a timely, complete, clear and correct manner, and in a generally recognized format. The Rey-Company providing the service may rely on the information provided by the client. The client shall inform the Rey-Company providing the service in good time of the technical requirements and the statutory (including data protection), official and other regulations at the destination, insofar as they are significant for the development, execution and use of deliveries or services of the Rey-Company and for the prevention of illness and accidents. The client is solely responsible for compliance with domestic and foreign export regulations. Furthermore, the client is obliged to provide full information and cooperation in order to facilitate the provision of deliveries and services by the Rey-Companies as much as possible.

26.

The client grants the Rey-Company providing the service the necessary access to its premises/systems, and provides the necessary infrastructure for the performance of the service. This applies in particular to the provision of competent employees with decision-making authority, the provision of test workstations, staging and storage rooms as well as training rooms, meeting rooms for workshops, parking spaces, the hardware and software environment (system environment) required for proper operation, power, data, Internet and telecommunications facilities, etc. The client is obliged to procure all necessary licenses for standard products from third-party providers for the relevant contract period in connection with the ordered deliveries and services, and to comply with these as well as the license terms for free/libre open source software components. The client is obliged to provide the Rey-Company providing the service with remote access to the data processing systems on which any contractual software is installed and used. The client is responsible for activating the online access required for remote access, and bears the connection costs.

27.

The client is obliged to prevent unauthorized access to delivered software. The client shall store the original data media supplied in a place where they are secured against unauthorized access. The client shall comply with the communicated safety and administrative regulations. The management of user IDs and passwords is the responsibility of the client. The client must keep them secret, protect them against unauthorized access and not pass them on to third parties. In order to avoid damages due to data loss, the client is obliged to ensure that its data is backed up daily, updated daily, kept in a machine-readable format and complies with the current state of the art, in order to ensure that the data can be restored with reasonable effort. Unless explicitly agreed otherwise, the client is solely responsible for data security and compliance with data protection regulations.

28.

Insofar as support services are provided for the client in the context of projects, the client is obliged to regularly check whether the project objectives defined in writing are being met. Project management and responsibility are the sole preserve of the client.

29.

Insofar as software maintenance services are agreed, they shall only be provided for software that is used by the client in the current program version. If the client uses a program version that is not up to date, a check will be carried out at the client's premises and the software will be updated for a separate fee, which depends on the number of program versions not updated at the client's premises.

30.

Insofar as material/hardware/etc. deliveries are made, the Rey-Company providing the service shall remain the owner until the agreed remuneration has been paid in full. In the meantime, the client may not sell, lease, pledge or otherwise encumber the delivery. The client is obliged to cooperate with measures required to protect the property of the Rey-Company providing the service, including (but not limited to) the entry in the retention of title register. All rights of use are granted subject to full payment of the agreed remuneration.

31.

Only deadlines confirmed in writing are binding. Deadlines (including sanctioned milestones) and follow-up deadlines shall be extended appropriately and automatically without the need for special notification and without the client being entitled to any claims

a) If the client is in arrears with the work it is to carry out, is in default of acceptance after being warned, or is in default with the performance of its contractual obligations, including if and at least as long as it does not comply with payment terms.

b) If the Rey-Company providing the service does not receive the information it requires for the provision of the service in good time, if the client subsequently changes it, or if and for as long as the client fails to fulfill its obligations to cooperate.

c) In the event of unforeseen obstacles and their consequences which are beyond the control of the Rey-Company providing the service, irrespective of whether they arise for the parties or for a third party, at least for their duration. Such events include, for example, force majeure, official orders, pandemics, epidemics, mobilization, war, riots, significant operational disruptions, industrial disputes, natural disasters, fire and theft.

d) In the event of delays in delivery or transportation and the like on the part of a third-party provider, supplier or the carriers.

32.

Unless the parties have agreed a specific place of performance in writing, the place of performance shall be the registered office of the Rey-Company providing the service. In particular, there is no entitlement to performance on the client's premises if services can be provided by telephone or remotely (direct online access). The client shall take reasonable measures to exclude or minimize on-site performance.

33.

The client is obliged to hand over, fax or e-mail a signed delivery bill to the Rey-Company providing the service immediately after the material/hardware/etc. has been delivered.

34.

If a delivery is delayed or becomes impossible for reasons for which the Rey-Company providing the service is not responsible, it shall be stored at the expense and risk of the client without the client being entitled to withdraw from the contract or claim damages.

35.

Benefit and risk shall pass to the client upon the dispatch of the material/hardware/etc. deliveries from the registered office of the Rey-Company providing the service, irrespective of any agreed delivery and assembly conditions. All transportation is at the expense and risk of the client. Taking out insurance against damage of any kind is the responsibility of the client.

36.

Unless a special procedure has been agreed in writing, the client shall inspect the contractual service or delivery, including any data media, user manuals and other documentation provided, immediately upon delivery or receipt, before productive use and within ten (10) calendar days of any notification of readiness for acceptance by means of appropriate tests, and shall immediately notify the Rey-Company providing the service in writing of any defects, stating a description of the defect, its effects and the circumstances of its occurrence. The client must give the Rey-Company providing the service the opportunity to rectify the defects. Minor defects are irrelevant.

37.

If the client fails to carry out the inspection and/or report a defect immediately, refuses to sign an acceptance report without objective reason despite a brief grace period, or uses deliveries or services without complaint for seven (7) calendar days, they shall be deemed to have been accepted. Defects that would have been recognizable at the time of acceptance or partial acceptance but were not reported immediately can no longer be claimed later. Minor defects shall not entitle the client to refuse acceptance.

38.

In the case of work services, the Rey-Company providing the service warrants that the work essentially will correspond to the warranted specifications for a period of twelve (12) months if used as intended and provided that the client has fully complied with its obligations.

39.

The Rey-Company providing the service guarantees the properties of the material/hardware/etc. deliveries exclusively within the scope of the warranty granted by the manufacturers or third-party providers, which the client expressly accepts. Depending on the manufacturer, the warranty period can be twelve (12) months or generally six (6) months for continuous day and night operation. The warranty period begins upon the delivery of the goods or provision of the service. The Rey-Company offers no guarantee with respect to usage and exploitation rights or the properties of the free/libre open source software components used.

40.

If the Rey-Company providing the service provides pure consultancy services, it shall not be liable for the correctness or suitability of the consultancy services, nor for whether the purpose pursued with the commissioned consultancy can be achieved (no guarantee of success).

41.

The warranty does not cover consumable materials or damage due to wear and tear, inadequate maintenance, disregard of operating instructions; damage as a result of changes to the system environment, source codes or databases; damage following installation and/or operating errors; damage attributable to third-party products including defective or license-infringing standard software and free/libre open source software components; damage resulting from interventions such as modifications, adaptations, connection to other programs and/or following use in breach of contract; damage due to excessive strain, unsuitable operating materials, chemical or electrolytic influences; damage due to defective remedial work not carried out by the AB Rey-Company providing the service; damage due to force majeure or as a result of other reasons for which the Rey-Company is not responsible. Furthermore, there is no guarantee that the transfer of data will be free of disruptions or that it will be available.

42.

The warranty period shall expire prematurely if the client or third parties carry out modifications or repairs or if the client does not immediately take all appropriate measures to minimize damage, or if the client does not immediately give the Rey-Company providing the service the opportunity to remedy the defect.

43.

A defect only exists if the intended use is demonstrably impossible or if an important functionality or property is missing. Other, minor defects are irrelevant.

44.

The Rey-Company providing the service shall remedy defects duly reported within the applicable warranty period within a reasonable period of time. The original warranty period can be extended no more than once by the same period. In the event of any contradictions, in particular in the case of material/hardware/etc. deliveries, the provisions stipulated by the manufacturer or third-party provider shall take precedence.

45.

Claims for defects in software shall only be valid if the reported defect is reproducible or can be demonstrated by machine-generated output, and was reported immediately following its discovery. Insofar as this is reasonable for the client, the Rey-Company providing the service shall be entitled to provide the client with a new version of the software (e.g., update, maintenance release/patch) that no longer features the defect that was complained of or which remedies it, or to develop an alternative solution in order to remedy the defect.

46.

If a defect cannot be remedied despite two attempts, the client may rectify the defect itself or have it rectified by a third party after giving written notice and setting a reasonable grace period. In this case, the client shall be entitled to compensation for the costs incurred as a result of the substitute performance, less any savings, up to a maximum total of ten (10) percent of the value of the defective delivery or service. Further claims under warranty are excluded. In particular, the client may not demand a reduction in price, withdraw from the contract (rescission) or demand compensation for loss of profit, indirect or direct damages, penalty payments to third parties, consequential damages, loss of use, capital costs or for the purchase of substitute services or other consequential economic loss.

47.

In the event of alleged infringements of industrial property rights, the Rey-Company providing the service shall be entitled to adapt its delivery or service accordingly at any time or to acquire the corresponding rights in order to remedy said infringements. The client shall have no other claims.

48.

If it transpires that a defect reported by the client does not actually exist or does not stem from the deliveries or services provided by the Rey-Company providing the service, the client shall compensate the Rey-Company for the expenses incurred in connection with the analysis and other processing.

49.

To the extent permitted by law, the liability of the Rey-Company providing the service for culpably caused damages is limited to a maximum of 50% of the total remuneration of the corresponding contract for one-off services or the remuneration for 12 months for recurring services. Liability for loss of profit, indirect or direct damages, penalty payments to third parties, consequential damages, loss of use, capital costs or costs for the purchase of substitute services or other consequential economic loss is expressly excluded. Liability for the recovery of data is excluded unless the Rey-Company has caused its destruction, intentionally or through gross negligence.

50.

Liability for employees and auxiliary persons is excluded in accordance with Art. 101 (2) Swiss Code of Obligations (SR 220).

51.

The Rey-Company providing the service shall only be liable for personal injury and damage to property that can be proven to have been caused to the client through the fault of the Rey-Company if the conditions are met within the scope of its liability insurance. Further claims are excluded. If the liability insurance does not cover the personal injury or property damage incurred, the Rey-Company providing the service is not itself obliged to assume any further liability.

52.

Unless otherwise agreed, long-term contracts shall be extended by one (1) year in each case. Either party may terminate long-term contracts in writing as of the end of a contract year subject to one (1) month's notice, but not before twelve (12) months have elapsed.

53.

The client must completely delete software for which time-limited usage rights have been granted from the hardware on which it is installed or stored immediately after the termination of a long-term contract. The client is hereby expressly informed that it may no longer use such software following the termination of a long-term contract.

54.

The Rey-Company providing the service has the right to change the prices once per year for long-term contracts. The client shall be notified of any price increase six (6) weeks before it takes effect. With the announcement, the client receives an extraordinary right of termination at the time at which the price increase becomes effective. In this case, the client must give written notice of termination to the Rey-Company providing the service no later than four (4) weeks following notification of the price increase.

55.

During the provision of services and for one year thereafter, the client undertakes to not directly or indirectly headhunt, hire or otherwise employ any employees of an Rey-Company. In the event of a breach of this non-solicitation clause, the client shall owe the Rey-Company concerned a contractual penalty of CHF 100’000.00. Payment of the contractual penalty shall not release the client from the requirement to observe other contractual obligations.

56.

The parties shall treat as strictly confidential all information that is neither in the public domain nor generally accessible. In particular, the client acknowledges that source codes constitute sensitive business secrets. In cases of doubt, information must be treated confidentially and there is a mutual duty of consultation. The non-disclosure obligation shall apply from the beginning of the contractual negotiations and shall continue to apply indefinitely after the contractual relationship has been terminated. The Rey-Companies may advertise the fact that they have or have had a working relationship with the client and cite the client as a reference.

57.

If unforeseen events occur that fundamentally change the circumstances relevant to the contract or have a significant impact on the performance of the contract by the Rey-Company providing the service, or if the execution of the deliveries subsequently proves to be impossible in whole or in part, the parties shall attempt to agree on an amendment to the contract within a period of 30 calendar days. If the parties are unable to reach an agreement, the Rey-Company providing the service shall be entitled to terminate the contract or the parts of the contract concerned. If the Rey-Company intends to terminate the contract, it must inform the client immediately after realizing the consequences of the event, even if an extension of the delivery period was initially agreed. In the event of the termination of the contract, the Rey-Company providing the service shall be entitled to remuneration for the services rendered to date. Claims for damages asserted by the client, including claims for loss of profit, indirect or direct damages, penalty payments to third parties, consequential damages, loss of use, capital costs or costs for the purchase of substitute services or other consequential economic loss, are expressly excluded.

58.

The parties have the right to terminate the contract for good cause. The right to terminate for good cause requires that the offending party has previously been warned in writing by the other party, setting a deadline of at least twenty (20) calendar days to commence or resume behavior in conformity with the contract and to restore the contractually compliant state, as well as referring to the right of termination. Good cause includes, but is not limited to, cases in which

a) the continuation of the cooperation no longer appears objectively reasonable due to a serious breach of contract;

b) the client is in default of payment for more than two (2) months;

c) the client violates the terms and conditions of purchase or use of an Rey-Company or a third-party provider;

d) changes or measures implemented by the client significantly impair the provision of the contractual services and the parties cannot find a mutually acceptable solution.

59.

Payments already made at the time of termination remain fully valid. Termination does not release the parties from ensuring that their obligations are fulfilled in the normal course of business in accordance with the contract.

60.

The client acknowledges the data privacy statement of the Rey-Companies, the current version of which can be viewed at https://www.rey-technology.com/en/data-protection.

61.

The parties undertake to comply with the provisions pertaining to data protection. The Rey-Companies may have personal data processed by third parties within and outside Switzerland, provided that data security is guaranteed. If data processing takes place in a country with an inadequate level of data protection or if this cannot be ruled out, the third party must provide sufficient contractual guarantees to ensure adequate data protection. The client agrees that data may be transmitted to other countries and processed there to this extent.

62.

In such cases, the parties shall conclude the necessary separate contracts (e.g., regarding outsourced data processing) without further ado. If no data-processing outsourcing contract with the usual clauses is concluded, the client must ensure that the Rey-Companies do not gain access to the client's personal data in the course of providing the service. In any case, the client or its customers shall be and remain solely responsible for the lawfulness and assessing the permissibility of the processing of personal data, including the permissibility of outsourced or sub-contracted processing, as well as for protecting the rights of the data subjects as the controller within the meaning of the applicable data protection law. The client guarantees that all data has been processed in a lawful manner (information obligations, legal basis, compliance with applicable data protection law, etc.), and may continue to be processed by the client. The Rey-Companies shall be fully indemnified by the client in this respect.

63.

If no separate data-processing outsourcing contract with the usual clauses is concluded, the other party must ensure that it does not gain access to personal data of the Rey-Companies.

64.

The parties shall inform each other without delay if violations of applicable data protection law or data security, errors or irregularities are detected or come to their attention.

65.

Declarations in text form that are transmitted or recorded using electronic media (fax, e-mail, Internet, and the like) shall be deemed to be written declarations by a party. It is the sender's responsibility to prove that the recipient has taken note of such declarations. Such declarations shall be deemed to have been received at the time the recipient takes note of them. Contract amendments and terminations must always be made in writing (electronic media are not sufficient).

66.

If a party waives its right to enforce a contractual claim in an individual case, this cannot be regarded as a general waiver of all contractual claims.

67.

The parties exclude offsetting involving counterclaims not recognized in writing.

68.

The parties undertake mutually and without special consideration to make all declarations in due form that are necessary for the execution of the contracts concluded.

69.

In the event of contradictions between an individual contract, these GTCs and an offer, the provisions of the individual contract shall take precedence over these GTCs and these shall take precedence over an offer.

70.

Should individual provisions of these GTCs prove to be invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness or enforceability of the remaining parts of the GTCs. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the GTCs with a valid, effective and enforceable provision that comes closest to the economic purpose of the provision. In all other respects, the provisions of the Swiss Code of Obligations (SR 220) apply.

71.

These GTCs may be amended at any time. The client shall be notified of any amendments or additions to the GTCs. These shall become part of the contract if the client does not object in writing within 30 calendar days of notification. The currently valid version of the GTCs is available at: https://www.rey-technology.com/en/gtc.

72.

The Rey-Companies shall endeavor to resolve any differences amicably. The place of jurisdiction for any disputes shall be the registered office of the respective Rey-Company. However, the respective Rey-Company is also entitled to sue the client at the latter's registered office. All legal relationships between the parties shall be governed by Swiss law, to the exclusion of the Vienna Sales Convention.

Version: September 2023