GTC

of droptical GmbH – hereinafter "droptical"

Version 1.1 · As of 3 August 2026

IMPORTANT NOTICE REGARDING THIS TRANSLATION

This document is an English translation of the German "Allgemeine Geschäftsbedingungen der droptical GmbH", Version 1.1, dated 3 August 2026. It is provided for information and convenience purposes only.

The German version is the sole authoritative and legally binding version. In the event of any discrepancy, ambiguity, deviation in meaning or dispute concerning interpretation, the German original shall prevail without exception.

These GTC are governed by German law. Legal terms used in this translation refer to concepts of German law and may have no exact equivalent in other legal systems; where German statutory provisions are cited, the German citation is authoritative. Section numbering (§) corresponds one-to-one to the German version.

Preamble

droptical develops, manufactures and distributes high-precision camera systems as well as measurement and analysis solutions for industrial applications and provides related development, engineering and service work. These GTC form the basis of all contractual relationships with entrepreneurs. The objective is transparent, cooperative and legally sound collaboration, taking into account the legitimate interests of both contracting parties.

PART A – FUNDAMENTALS OF THE CONTRACTUAL RELATIONSHIP

§ 1 Definitions

(1) Customer means any natural person, legal entity or partnership with legal capacity with which droptical concludes a contract for deliveries or services.

(2) Products means all goods delivered by droptical, in particular camera systems, measurement and analysis systems, control units, accessories, spare parts and other hardware, including the firmware contained therein and integrated software.

(3) Software comprises all programs and program components provided by droptical, in particular firmware, embedded software, web user interfaces (web UI), program libraries, application programming interfaces (API), configuration files and associated documentation.

(4) Development Services means all engineering, development, design, consulting and programming services, including customer-specific adaptations, prototype development and other individual technical services.

(5) Confidential Information means all information of a contracting party that is not generally accessible, whether technical, commercial or organisational in nature, irrespective of the form in which it is presented. This includes in particular the items listed in § 14 (2) as well as measurement results, calculations, quotations, prices, development documents and business strategies.

§ 2 Scope of Application and Order of Precedence of Contract Documents

(1) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), to legal entities under public law and to special funds under public law, and they apply to all deliveries, services, Development Services, service work and the provision of Products and Software.

(2) Conflicting, deviating or supplementary terms and conditions of the Customer shall not become part of the contract unless droptical has expressly agreed to their application in writing. This applies also where droptical performs services without reservation while aware of such terms.

(3) These GTC also apply to all future business relationships with the Customer without any need for renewed reference to them.

(4) The following order of precedence applies: individual written agreements, written order confirmation, quotation, these GTC. In the event of contradictions, the higher-ranking provision prevails. Individual agreements always take precedence over these GTC; no separate reference to this is made in each of the provisions below.

§ 3 Formation of Contract

(1) Quotations issued by droptical are subject to change unless expressly designated as binding.

(2) A contract is formed only upon written order confirmation, written declaration of acceptance, or performance of the delivery or service by droptical. Amendments or supplements to a quotation made by the Customer constitute a new offer and require written acceptance.

§ 4 Scope of Performance

(1) The nature and scope of deliveries and services are determined exclusively by the quotation, the order confirmation and the expressly agreed technical specifications.

(2) Information contained in data sheets, drawings, illustrations, brochures or on droptical's website, in particular dimensional and performance data, serves exclusively to describe the Products. It constitutes neither a guarantee nor an agreement as to quality unless expressly agreed in writing. § 25 (1) applies to droptical's right to make changes.

(3) The Products are intended exclusively for industrial and professional applications. The Customer is responsible for the selection, integration and suitability of the Products for the intended purpose of use.

PART B – PRICES AND PAYMENT

§ 5 Prices

(1) All prices are quoted in euros ex works Nuremberg (EXW Incoterms® 2020) plus statutory value added tax at the applicable rate. Packaging, shipping, insurance, customs, import and other ancillary costs are borne by the Customer in accordance with § 7 (2).

(2) Services, Development Services and service assignments are invoiced in accordance with the quotation or, where the quotation contains no provision, on the basis of actual expenditure. Additional services outside the original scope of performance are remunerated separately.

§ 6 Payment Terms

(1) Invoices are due for payment without deduction within 14 calendar days of the invoice date. Timeliness of payment is determined by receipt of the full amount in the account designated by droptical.

(2) In the case of development projects or extensive services, droptical is entitled to issue progress or partial invoices according to project progress, provided this has been agreed.

(3) In the event of late payment, the statutory provisions on default apply; further statutory claims remain unaffected.

(4) Set-off against counterclaims or the exercise of a right of retention is permissible only to the extent that the counterclaim is undisputed, has been established by a final and binding court decision, or has been acknowledged by droptical.

PART C – DELIVERY, PASSING OF RISK AND TITLE

§ 7 Delivery Terms

(1) Deliveries are made ex works Nuremberg (EXW Incoterms® 2020). The Incoterms® 2020 of the International Chamber of Commerce (ICC) apply exclusively to the interpretation of the agreed delivery terms.

(2) The Customer bears all costs and risks associated with transport, import, customs clearance, import VAT and other official clearance procedures, unless otherwise provided by the agreed delivery term.

(3) Where the Customer arranges shipment or nominates a freight forwarder, such forwarder is engaged in the name and for the account of the Customer.

§ 8 Delivery Periods

(1) Delivery dates and delivery periods are non-binding unless droptical has expressly confirmed them as binding in writing.

(2) Delivery periods commence at the earliest upon conclusion of the contract, complete clarification of all technical and commercial details, receipt of agreed advance payments and fulfilment of the Customer's duties to cooperate.

(3) Changes to the scope of performance or subsequent change requests by the Customer result in a reasonable adjustment of the delivery periods. Partial deliveries and corresponding partial invoicing are permissible to the extent reasonable for the Customer.

(4) If droptical is in default, the Customer must first set a reasonable grace period in writing.

§ 9 Force Majeure

(1) droptical is not liable for delays or impediments to performance caused by circumstances outside its reasonable control. These include in particular natural events, fire, flooding, pandemics and epidemics, war and terrorism, official measures including embargoes and sanctions, power failures, cyberattacks, industrial action, significant transport disruptions, shortages of materials or components, failure of upstream suppliers to deliver, and comparable events.

(2) For the duration of such events, delivery and performance periods are extended appropriately. If the impediment persists for longer than three months, both contracting parties are entitled to rescind the contract in respect of the portion not yet performed. Further statutory rights remain unaffected.

§ 10 Passing of Risk

(1) The risk of accidental loss or accidental deterioration passes to the Customer in accordance with the agreed delivery term, at the latest upon handover to the first carrier, freight forwarder or other transport operator. This applies also to partial deliveries and where droptical has assumed further tasks such as shipping organisation or installation.

(2) If shipment is delayed for reasons attributable to the Customer, the risk passes upon notification of readiness for shipment.

§ 11 Retention of Title

(1) All delivered items remain the property of droptical until full payment of all present claims arising from the business relationship (goods subject to retention of title).

(2) The Customer must treat the goods subject to retention of title with care, adequately secure them against loss and damage, and notify droptical in writing without undue delay of any third-party access, in particular attachments or seizures. Pledging and transfer by way of security are not permitted.

(3) In the event of conduct by the Customer in breach of contract, in particular late payment, droptical is entitled, after setting a reasonable deadline, to demand the return of the goods subject to retention of title. Assertion of the retention of title does not constitute rescission of the contract unless expressly declared as such.

(4) Further deliveries despite outstanding claims do not constitute a waiver of the retention of title or of any other rights.

§ 12 Duties to Inspect and Give Notice of Defects

(1) The Customer must inspect deliveries without undue delay upon receipt for completeness, transport damage and obvious defects. Identifiable transport damage must be documented without undue delay vis-à-vis the transport service provider and notified to droptical in writing.

(2) Obvious defects or incorrect deliveries must be notified to droptical in writing without undue delay, and in any event within the periods set out in § 377 HGB (German Commercial Code). If a proper inspection or notification of defects is omitted, the legal consequences of § 377 HGB apply.

(3) Acceptance of a delivery may not be refused on account of insignificant defects.

PART D – SOFTWARE, INTELLECTUAL PROPERTY RIGHTS AND DATA

§ 13 Software and Rights of Use

(1) Where Products contain Software or are provided together with Software, the Customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use such Software exclusively for the intended operation of the Products purchased. The right of use is granted only upon full payment of all remuneration owed for the Product concerned and covers the object code only.

(2) Unless expressly agreed in writing, there is no entitlement to the release of source code or development tools, to the provision of internal program libraries, debug versions or internal documentation, to adaptations or extensions of the Software, or to future functional or performance updates.

(3) droptical is entitled to provide error corrections, security updates or technical improvements at its own discretion; no obligation to provide further updates in the future arises from this. The Customer must use Software exclusively in accordance with the documentation provided and within the agreed limits of use.

(4) The Software may contain open source components. The respective licence terms apply exclusively to these components. Their inclusion does not give rise to any rights of the Customer beyond those terms in respect of the software components developed by droptical.

§ 14 Intellectual Property

(1) All rights in Products, Software, developments and technical documents remain exclusively with droptical unless expressly agreed otherwise in writing.

(2) This applies in particular to patents and patent applications, utility models, copyrights, software including firmware and source code, algorithms and AI models, image processing, measurement and testing methods, circuit developments and printed circuit board designs, mechanical designs, optical systems, CAD data, drawings, technical documentation, know-how and all other intellectual property rights.

(3) The purchase of a Product or of a Development Service does not give rise to any ownership or usage rights in the underlying technologies, development documents or intellectual property rights unless these have been expressly transferred in writing.

(4) Quotations, drawings, samples, calculations, technical documents and other information remain the property of droptical and may be used exclusively for the performance of the contract; § 17 (3) applies to disclosure.

§ 15 Customer-Specific Developments

(1) Where droptical performs Development Services for the Customer, the intellectual property rights arising therefrom remain in principle with droptical. In addition to the items listed in § 14 (2), this applies in particular to software modules, libraries, hardware developments, circuits, design solutions, development tools and other technical solutions.

(2) Customer-specific developments or exclusive rights of use are transferred only where expressly agreed in writing.

(3) General technical findings, improvements, further developments and optimisations arising in a customer project which do not relate exclusively to the customer-specific implementation may be used by droptical without restriction for other projects, products and customers. Suggestions, ideas and improvement proposals of the Customer do not give rise to any transfer of rights in developments resulting therefrom.

§ 16 Reverse Engineering

(1) The Customer undertakes, to the extent legally permissible, neither itself nor through third parties to disassemble, technically analyse, measure or replicate Products, to decompile Software, to read out firmware, to circumvent security mechanisms, to reconstruct source code, to replicate algorithms, to derive reference designs, or to develop competing products on the basis of droptical's Products or Software. The use of the Products to create the Customer's own reference databases, training data or technical comparison models for competing products is likewise not permitted.

(2) Mandatory statutory rights, in particular under the German Copyright Act (Urheberrechtsgesetz) and Directive (EU) 2019/790, remain unaffected.

§ 17 Documentation and Technical Documents

(1) The Customer receives exclusively the documentation expressly agreed in the quotation or contract.

(2) There is no entitlement to the release of source code, CAD data, STEP files, circuit diagrams, bills of materials, manufacturing documents, calculations, simulation data, internal test reports or other development documents unless expressly agreed in writing.

(3) Technical documents provided by droptical may not be reproduced, published or made accessible to third parties without prior written consent, except to the extent necessary for use in accordance with the contract.

§ 18 Use of Measurement and Diagnostic Data

(1) Technical measurement, diagnostic and operating data generated during use of the Products remain in principle with the Customer.

(2) Where droptical receives such data in the course of support, service or development work, droptical may use it in anonymised form for error analysis, for quality and product improvement, for the further development of algorithms and software, and for statistical evaluation.

(3) The Customer's trade and business secrets are used exclusively within the scope of the contractual purpose and treated as confidential. § 30 (1) applies to personal data.

PART E – DEVELOPMENT SERVICES AND SERVICE

§ 19 Development Services

(1) Development Services are performed exclusively on the basis of a written quotation or other written agreement.

(2) Unless expressly agreed otherwise, droptical owes the performance of the agreed Development Service but not any particular commercial or technical success.

(3) Statements regarding scope of performance, milestones, schedules and technical objectives constitute planning assumptions and may be adjusted in the course of the project where technical findings or changed requirements so require.

(4) Prototypes, test samples, pre-series products and development states serve exclusively for testing and validation purposes and are as a rule not intended for permanent productive use.

§ 20 Customer's Duties to Cooperate

(1) The Customer shall provide droptical, in good time and in full, with all information, documents, samples, components and data required for the performance of the contract, shall communicate the technical requirements in full, shall nominate a technically qualified contact person, shall grant necessary approvals without undue delay, shall provide agreed test materials, and shall document any faults occurring in a comprehensible manner.

(2) If performance is delayed due to a breach of these duties, the affected periods are extended appropriately. Any additional expenditure arising therefrom shall be remunerated at the agreed rates or, where none have been agreed, on the basis of actual expenditure.

§ 21 Change Requests

(1) Requests by the Customer for changes or extensions after conclusion of the contract require separate agreement. droptical examines technical and commercial feasibility and informs the Customer of the effects on scope of performance, deadlines, remuneration and resource requirements.

(2) Until agreement is reached, droptical is entitled to continue the work in accordance with the previous contractual status. An obligation to implement exists only upon written agreement.

§ 22 Acceptance

(1) Development Services and individually manufactured Products must be inspected without undue delay following provision or notification of completion.

(2) Acceptance is deemed to have taken place if the Customer expressly declares acceptance, uses the Product productively, or fails to notify significant defects in writing within fourteen (14) calendar days of provision. Insignificant defects do not entitle the Customer to refuse acceptance.

(3) Upon acceptance, the risk passes to the Customer unless it has already passed pursuant to § 10.

§ 23 Trial Placements and Evaluation Systems

(1) Where droptical provides Products for evaluation, test or demonstration purposes, the conditions set out in the respective quotation or separate agreement apply exclusively.

(2) Evaluation systems may be used exclusively for internal test purposes. Passing them on to third parties or using them for demonstration, rental or training purposes requires droptical's prior written consent.

(3) Upon expiry of the agreed evaluation period, the Products must be returned without undue delay or acquired in accordance with the agreement.

§ 24 Service, Maintenance and Repairs

(1) Maintenance, repair and service work does not form part of the purchase contract unless expressly agreed in writing. Repairs are carried out in accordance with droptical's service conditions applicable at the time of performance.

(2) droptical is entitled to use new or technically equivalent refurbished components for repairs. Replaced components become the property of droptical to the extent legally permissible.

§ 25 Spare Parts and Product Changes

(1) droptical is entitled to further develop or modify Products, provided that the contractually agreed function is not materially impaired thereby.

(2) There is no obligation to maintain permanent stocks of particular spare parts. Where technically necessary or commercially reasonable, droptical may use equivalent successor components or replacement solutions; there is no entitlement to the installation of identical components where equivalent components are available.

PART F – WARRANTY, LIABILITY AND FINAL PROVISIONS

§ 26 Warranty for Defects

(1) The statutory provisions apply to defects in quality and defects in title, unless otherwise provided below.

(2) The warranty period is twelve (12) months from the passing of risk. Warranty claims are subject to proper fulfilment of the duties to inspect and give notice of defects pursuant to § 12.

(3) In the event of a warranty claim, droptical is entitled, at its own choice, to remedy the defect by repair or replacement delivery. Replaced parts become the property of droptical.

(4) If subsequent performance ultimately fails or is unreasonable for the Customer, the Customer is entitled to the statutory rights of price reduction or rescission. Claims for damages are governed exclusively by § 27.

(5) In particular, no warranty claims exist in the case of

a) normal wear and tear,

b) improper use,

c) faulty installation by the Customer or third parties,

d) modifications or repairs by unauthorised persons,

e) use outside the agreed specification,

f) failure to observe operating, maintenance or safety instructions,

g) unsuitable operating conditions, or

h) external influences such as overvoltage, fire, moisture or chemical effects.

§ 27 Liability

(1) droptical is liable without limitation in cases of intent, gross negligence, injury to life, body or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz), and to the extent that a guarantee has been expressly assumed.

(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the typical, foreseeable damage. In all other respects, liability for slight negligence is excluded.

(3) To the extent legally permissible, liability is excluded in particular for production stoppages and production downtime, scrap, loss of profit, lost savings, indirect damage and consequential damage, loss of data including production data, reputational damage and other pure financial loss.

(4) To the extent legally permissible, droptical's total liability arising from any single event of damage is limited to the net order value of the contract concerned.

(5) The above limitations of liability apply accordingly to the legal representatives, employees, vicarious agents and other persons engaged by droptical.

§ 28 Confidentiality

(1) Both contracting parties shall treat all Confidential Information of the other party as strictly confidential and use it exclusively for the performance of the contract.

(2) Disclosure to third parties is permissible only to the extent necessary for the performance of the contract, on the basis of statutory obligations, or with the prior written consent of the other party.

(3) This obligation continues for a period of five (5) years after termination of the contractual relationship. More extensive confidentiality agreements, in particular separate non-disclosure agreements (NDAs), remain unaffected.

§ 29 Export Control

(1) The Customer shall comply with all applicable export control, customs and sanctions regulations and shall not export, re-export or make accessible to third parties any Products, Software or technical documents, whether directly or indirectly, in breach of applicable export control regulations.

(2) Where official authorisations are required for deliveries or services, performance of the contract is subject to the granting of such authorisations.

§ 30 Data Protection and Compliance

(1) Personal data is processed exclusively in accordance with the applicable data protection provisions. Further information can be found in droptical's current privacy notice.

(2) Both contracting parties shall comply with the applicable statutory provisions, in particular the provisions on anti-corruption and anti-money laundering as well as other applicable compliance requirements. § 29 applies to export control.

§ 31 Third-Party Rights in Customer Documents

The Customer shall ensure that documents, data, drawings or other information provided by it do not infringe any third-party rights. The Customer shall indemnify droptical against all third-party claims based on an infringement of such rights, provided that the Customer is responsible for the infringement.

§ 32 Written Form, Assignment and Waiver

(1) Verbal collateral agreements as well as amendments or supplements to the contract require written form in order to be effective, unless a stricter form is prescribed by law. This applies also to any amendment or cancellation of this written form requirement.

(2) The Customer may assign its rights or claims arising from the contractual relationship only with droptical's prior written consent.

(3) If droptical refrains from exercising individual rights or remedies, this does not constitute a waiver of those or of any future rights.

§ 33 Governing Law and Place of Jurisdiction

(1) The law of the Federal Republic of Germany applies exclusively, to the exclusion of conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – to the extent legally permissible – Nuremberg. droptical is nevertheless entitled to bring an action against the Customer at the Customer's general place of jurisdiction.

§ 34 Severability

Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provision applies in place of the invalid or unenforceable provision. The same applies to any gaps in the provisions.

§ 35 Final Provisions

(1) These GTC apply in the version valid at the time the contract is concluded; the version is identified by version number and date.

(2) The authoritative contractual language is German. Translations, in particular English-language versions, serve exclusively for information purposes. In the event of any discrepancy, the German version prevails.

(3) The headings of the individual sections serve solely to improve clarity and have no independent legal significance.

Version 1.1 · As of 3 August 2026 · droptical GmbH

Translation of the German original; the German version prevails.