Allgemeine Geschäfts- und Lieferbedingungen der TechniSat Digital GmbH

§ 1 Scope of Application

(1) The following terms and conditions of sale and delivery shall apply to all supply transactions of TechniSat Digital GmbH (hereinafter referred to as “TechniSat”) with customers who are entrepreneurs or resellers within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter referred to as the “Purchaser”).

(2) Deviating provisions, in particular purchasing conditions of the Purchaser, shall only become part of the contract if this has been expressly agreed in writing or in text form (e.g. e-mail or fax).

(3) These terms and conditions of sale and delivery shall also apply to all future transactions with the Purchaser insofar as they concern legal transactions of a related nature.

§ 2 Formation of Contract

(1) TechniSat may accept orders, which are to be regarded as offers within the meaning of Section 145 BGB, within two weeks.

(2) The offers of TechniSat are non-binding. The contract shall only come into existence upon receipt of the order confirmation by the Purchaser or upon dispatch of the goods to the Purchaser.

§ 3 Prices

(1) Prices shall apply ex works and shall be exclusive of value added tax. Freight and packaging costs, if applicable, shall be charged separately in accordance with Section 4 (2).

(2) Upon publication of new product catalogues and/or price lists, all previous product catalogues shall cease to apply. The product ranges and purchasing conditions valid on the date of receipt of the order shall apply.

(3) TechniSat shall be entitled, after conclusion of the contract, to pass on price increases to the Purchaser insofar as such increases result from wage increases or increases in material costs, in particular increases in supplier prices, and provided that the scope of such increase is customary and reasonable in the market. If the price increase exceeds the customary market level, the Purchaser shall have the right to terminate the contract.

§ 4 Payment / Packaging and Shipping (Costs)

(1) Packaging costs, hire and wear charges for packaging material, as well as the costs of any return of packaging material shall be borne by the Purchaser. TechniSat shall be entitled to deliver goods cash on delivery. Even where delivery is not made cash on delivery, invoices shall in principle be due for payment immediately without deduction.

(2) Shipping costs are not included in the purchase price. These shall be shown separately and shall be borne by the Purchaser. For orders with a net value of EUR 200 or more, delivery shall be carriage paid. For orders with a lower net value, shipping costs of EUR 8 net shall apply.

(3) Invoices shall be payable within 14 days net from the date of invoice. Any cash discount shall be calculated from the net invoice amount after deduction of discounts, freight charges and other costs. A cash discount shall only be granted if and insofar as it forms part of TechniSat’s offer. Where TechniSat grants a payment term, the information stated on the invoice shall prevail.

(4) TechniSat shall not be obliged to accept bills of exchange or cheques as payment. If they are nevertheless accepted, such acceptance shall only be on account of performance. Collection and discount charges as well as any bill of exchange tax shall be borne by the Purchaser. These costs shall be reimbursed to TechniSat together with the invoice amount. TechniSat assumes no responsibility for timely presentation, protest, notification or return of a bill of exchange in the event of non-payment.

§ 5 Force Majeure

(1) If a delay in delivery is attributable to circumstances or events which render performance by TechniSat impossible, TechniSat shall be released from its contractual obligation to perform for the duration of such circumstance or event, provided that TechniSat informs the Purchaser without undue delay of the occurrence of such circumstance or event. Such circumstances or events include in particular:

a) war, civil war or other military or violent conflicts, terrorist acts;

>b) currency and trade restrictions, embargoes, sanctions;

>c) official acts, compliance with laws or governmental orders, expropriation or seizure of plants;

d) declared epidemic situations, natural disasters or extreme natural events;

e) explosion, fire, destruction of equipment, prolonged failure of transport, telecommunications, information systems or energy supply;

f) strikes or lock-outs.

(2) TechniSat shall notify the Purchaser as soon as the impediment no longer prevents performance of the contract.

(3) If the duration of the impediment has the effect that the Purchaser is substantially deprived of what it was legitimately entitled to expect under the contract, the Purchaser shall have the right to terminate the contract. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

(4) Upon request by TechniSat, the Purchaser shall declare within a reasonable period whether it withdraws from the contract due to the delay in delivery or insists on performance.

§ 6 Transfer of Risk

Where the goods are dispatched to the Purchaser, the risk of accidental loss or accidental deterioration shall pass to the Purchaser upon handover of the goods to the carrier.

§ 7 Default in Acceptance and Payment / Suspension of Payments / Insolvency Petition

(1) If the Purchaser is in default of acceptance or culpably breaches other duties to cooperate, TechniSat shall be entitled to claim compensation for the resulting damage, including any additional expenses incurred. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser at the time when the Purchaser enters into default of acceptance or debtor’s default.

(2) If the Purchaser exceeds a payment deadline, default interest shall accrue at a rate of nine percentage points above the respective applicable base interest rate. In addition, a fixed default charge of EUR 40 shall be payable. The parties remain entitled to prove that the actual damage was higher or lower.

(3) If the Purchaser is in default with respect to one claim, all other claims of TechniSat against the Purchaser may be declared immediately due and payable.

(4) In the event of default in payment, suspension of payments, or doubts regarding the Purchaser’s solvency due to enforcement measures or the filing of an insolvency petition concerning the Purchaser’s assets, TechniSat shall be entitled to demand advance payments or security or to withdraw from the contract.

§ 8 Notice of Defects / Warranty

(1) If the Purchaser is a merchant, it shall examine the goods carefully without undue delay after delivery and notify TechniSat in writing of any defects without undue delay, but no later than five days after delivery. Dispatch of the notice to TechniSat in due time shall suffice to meet the deadline. Otherwise the goods shall be deemed approved also with regard to this defect unless the defect was not recognizable during the inspection. Complaints regarding part of a delivery shall not entitle the Purchaser to object to the entire delivery.

(2) If the Purchaser is not a merchant but is nevertheless an entrepreneur, the above obligations shall apply with the provision that obvious defects must be notified in writing within two weeks after delivery. Obvious packaging and transport damage must be notified in writing within seven days after delivery.

(3) TechniSat shall not provide any warranty for defects resulting from improper handling of the goods (e.g. modifications).

(4) In the event of modifications that alter the condition of the goods, newly establish manufacturer status under statutory law or are prohibited by law, TechniSat shall no longer be liable as manufacturer and the affected product specifications shall cease to apply.

(5) The Purchaser undertakes to inform its customers of the above provisions and, insofar as legally permissible, to pass these provisions on accordingly by means of its own terms and conditions.

(6) The registration of a return of goods due to a possible defect must be carried out via the RMA system available through the specialist dealer portal. If this system is not used, TechniSat reserves the right to charge a processing fee of EUR 15. When returning goods to TechniSat due to an alleged defect, a detailed description of the fault must be enclosed. Furthermore, the goods, including accessories, must be returned in the original packaging where possible. Otherwise TechniSat shall be entitled to claim damages, return the goods at the Purchaser’s expense or charge the additional costs incurred for fault analysis. Any delays resulting from such breach shall be borne by the Purchaser or the responsible party.

§ 9 Limitation Periods for Claims for Defects

Claims for defects shall become time-barred, irrespective of the legal grounds, within 12 months after delivery of the goods supplied by TechniSat to the Purchaser.

Excluded from this limitation are claims for damages resulting from gross negligence or intent by TechniSat, its legal representatives or vicarious agents, claims for damages resulting from culpable injury to life, body or health, claims for damages arising from the breach of essential contractual obligations, claims under the German Product Liability Act, as well as recourse claims of the Purchaser pursuant to Section 445b (1) BGB where the final purchaser is a consumer. In these cases the statutory limitation periods shall apply.

§ 10 Liability

(1) TechniSat shall be liable for all damages caused intentionally or through gross negligence, including those of its representatives and vicarious agents. In the event of injury to life, body or health, in the case of damages falling under the German Product Liability Act, in the case of breaches of essential contractual obligations (essential contractual obligations are such obligations which make the proper performance of the contract possible in the first place and on the observance of which the contractual partner may regularly rely), as well as in the case of breaches of expressly assumed guarantees, TechniSat shall also be liable for slight negligence and thus for any fault of its representatives or vicarious agents. In the event of a breach of essential contractual obligations, liability shall be limited in amount to the foreseeable damage typical for the contract, unless one of the other cases of extended liability listed above applies.

(2) The provisions set out in paragraph 1 shall apply to all claims for damages irrespective of the legal grounds.

(3) The Purchaser shall be obliged, by means of suitable contractual agreements with non-merchants, to limit liability for damages to cases of gross negligence or intent insofar as the damages do not concern injury to life, body or health. Where the Purchaser’s customers are entrepreneurs (supply chain), the Purchaser shall be obliged to pass on the limitations set out in this clause to such customers to the extent permitted by law or ensure that its customers pass them on accordingly.

§ 11 Retention of Title

(1) The goods delivered (reserved goods) shall remain the property of TechniSat until full payment of the purchase price and all other claims of TechniSat against the Purchaser arising from the ongoing business relationship (in the case of payment by cheque or bill of exchange until they are honoured). This provision shall also apply to all future deliveries.

(2) The Purchaser shall treat the reserved goods with due care until full payment has been made and shall insure them adequately at replacement value against fire, water and theft at its own expense.

(3) The Purchaser shall not be entitled to pledge the reserved goods to third parties or assign them as security. However, the Purchaser shall be entitled to resell the reserved goods or processed products in the ordinary course of business as long as it is not in default of payment. The Purchaser hereby assigns to TechniSat, by way of security, all claims against the buyer arising from the resale. TechniSat accepts such assignment.

(4) The Purchaser shall be authorised and obliged to collect such claims in its own name for the account of TechniSat as long as TechniSat does not revoke this authorisation. TechniSat’s right to collect the claim itself shall remain unaffected. The Purchaser’s authorisation to collect claims shall expire without express declaration by TechniSat if the Purchaser fails to duly meet its payment obligations.

(5) If the Purchaser acts in breach of contract towards TechniSat, in particular in the event of default of payment, TechniSat may demand that the Purchaser disclose the assigned claims and the respective debtors, notify the respective debtors of the assignment and hand over to TechniSat all documents and information required for the assertion of the claims.

(6) The processing or transformation of the reserved goods by the Purchaser shall always be carried out in the name and on behalf of TechniSat. If the reserved goods are processed with other items not belonging to TechniSat, TechniSat shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. If the reserved goods are inseparably combined or mixed with items not belonging to TechniSat, TechniSat shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other combined or mixed items at the time of combination or mixing. If the combination or mixing takes place in such a way that the item of the Purchaser is to be regarded as the main item, it shall be deemed agreed that the Purchaser transfers proportional co-ownership to TechniSat. TechniSat accepts this transfer. The Purchaser shall hold the resulting sole ownership or co-ownership of the item in safekeeping for TechniSat.

(7) If the reserved goods are seized or subject to other interventions by third parties, the Purchaser shall, as long as ownership has not yet passed to it, inform the third party of TechniSat’s ownership rights and notify TechniSat immediately in writing so that TechniSat may enforce its ownership rights. The Purchaser shall be liable to TechniSat for the judicial or extrajudicial costs arising in this context if the third party is unable to reimburse these costs.

(8) TechniSat undertakes to release the securities to which it is entitled at the Purchaser’s request insofar as their value exceeds the claims to be secured by more than 20%.

§ 12 Right of Retention / Set-off / Assignment

(1) The assertion of rights of retention by the Purchaser arising from other transactions, including the ongoing business relationship, shall be excluded unless the claims are undisputed or have been legally established.

(2) The Purchaser shall not be entitled to set off claims unless such counterclaims are undisputed or have been legally established.

(3) TechniSat shall be entitled to assign its claims against the Purchaser to a third party.

§ 13 Reservation of Amendments

TechniSat reserves the right to make technical modifications within the limits of quality tolerances as well as customary commercial deviations; illustrations and descriptions may therefore differ from the delivered goods.

§ 14 Data Protection

TechniSat fulfils its statutory duty to provide information regarding the processing of the Purchaser’s personal data. This data protection notice can be accessed at:

https://www.technisat.de/en/privacy-policy-for-customers

Upon request, TechniSat will also provide this notice free of charge in written form.

§ 15 Legal Enforcement against the Purchaser

The Purchaser shall bear all fees, costs and expenses arising from any successful legal enforcement against the Purchaser outside Germany.

§ 16 Final Provisions

(1) For all disputes arising from the contractual relationship between TechniSat and the Purchaser, the exclusive place of jurisdiction shall be the registered office of TechniSat in Daun. However, TechniSat shall also be entitled to bring an action against the Purchaser at its general place of jurisdiction.

(2) The place of performance shall be the registered office of TechniSat in Daun.

(3) All agreements made between the parties for the purpose of executing this contract must be in writing. No oral side agreements have been made.

(4) The contractual relationship shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(5) Should any of the above provisions be invalid, the validity of the remaining provisions shall remain unaffected.

Version: 02/2026