General Terms and Conditions\ Lampyrinae S.à r.l.\ Commercial register number: B295723\ Version 1.0 dated 18 June 2025

1 Scope

1.1 Scope

These General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all legal transactions and orders, in particular to research and service orders, expert opinions, expert activities and deliveries for which LAMPYRINAE S.à r.l. (hereinafter referred to as ‘LAMPYRINAE’) is the contractor.

1.2 Validity of the GTC

LAMPYRINAE shall act exclusively on the basis of these General These GTC apply both to the present transaction and to all future business transactions, as well as to all information provided in connection herewith in brochures, price lists, advertisements, on packaging, etc., and irrespective of whether this is done verbally, in writing or via the Internet.

1.3 Deviating GTC

We do not recognise any deviating general terms and conditions of the contractual partner. The contractual partner acknowledges and agrees to this exclusion of validity. LAMPYRINAE is not obliged to object to the contractual partner's general terms and conditions, even if the validity of these general terms and conditions is stated as an express condition in them.

2 Offer

2.1 Offer class

Offers made by LAMPYRINAE are subject to change without notice.

2.2 Scope of the offer

The type and scope of the agreed service are specified in the respective offer and these General Terms and Conditions.

2.3 Offer Guideline

LAMPYRINAE undertakes to properly perform the contractual services in accordance with the rules of science and technology, but not to achieve a specific (e.g. operational) result or success.

2.4 Validity of contracts

If the legal or factual situation changes after conclusion of the contract, this shall have no influence on the contractual relationship in question.

3 Conclusion of contract

3.1 Conclusion

The contract shall be deemed concluded when LAMPYRINAE has sent a written order confirmation or a delivery after receiving the order. A short electronic message or an e-mail shall replace the written form. Our delivery note or our advance payment or outgoing invoice shall also be deemed to be an order confirmation.

3.2 Order confirmation

If an order confirmation from LAMPYRINAE contains changes to the order, these shall be deemed to have been approved by the customer unless the customer objects in writing without delay.

3.3 Preliminary information

The information contained in catalogues, brochures and the like, as well as other written or verbal statements, shall only be authoritative if express reference is made to them in the written contract or in the order confirmation. All offer and project documents, plans, sketches and other technical information and documents, as well as samples, catalogues, brochures, illustrations and similar items, remain the intellectual property of LAMPYRINAE. Any use, reproduction, distribution, publication or presentation may only take place with the express consent of LAMPYRINAE. All documents may be reclaimed at any time and must be returned to LAMPYRINAE immediately if the order is placed elsewhere.

3.4 Written form 1

Subsequent amendments and additions to the contract, including the General Terms and Conditions, require written confirmation to be valid. This also applies to any waiver of the written form requirement.

3.5 Written form 2

Verbal information, subsidiary agreements, and all other declarations and commitments made by LAMPYRINAE of any kind are invalid unless they are confirmed in writing by the management of LAMPYRINAE as agreed. Verbal information, subsidiary agreements and all other statements and commitments made by LAMPYRINAE employees are invalid in any case. In particular, LAMPYRINAE employees are not authorised to make legally binding statements, such as commitments regarding specific delivery dates, prospects of success (of research projects), etc.

3.6 Subcontractors

LAMPYRINAE is free to transfer the order placed with it or parts thereof to third parties (subcontracting).

4 Client's duties to provide information and cooperate

4.1 Duty to provide information

The client must ensure that LAMPYRINAE, even without express request, is provided with all documents and other means and resources (data, network access, etc.), of whatever kind, are submitted or made available to it in good time and that it is made aware of all processes and circumstances that may be relevant to the execution of the order. This also applies to documents, processes and circumstances, etc. that only become known to LAMPYRINAE during the fulfilment of the order.

4.2 Ensuring freedom of exercise

The client shall ensure that, in the case of services and advance services provided to LAMPYRINAE by the client, the legal relationships with regard to these services and advance services are such that LAMPYRINAE is not confronted with any infringement of third-party intellectual property rights, ancillary copyrights, know-how and processing rights. The client shall indemnify and hold harmless LAMPYRINAE with regard to any resulting competition, intellectual property and other claims and shall, in particular, compensate LAMPYRINAE for any disadvantages that may arise, regardless of fault. Correspondingly, the client undertakes to notify LAMPYRINAE immediately if claims for infringement of intellectual property or other ancillary copyrights are threatened or asserted.

4.3 Working environment

The client shall ensure that the organisational framework conditions at its place of business allow the work to be carried out as smoothly as possible and in a manner conducive to the rapid progress of the service process.

4.4 Neglect of obligations to cooperate

Any additional expenses incurred by LAMPYRINAE as a result of the client fails to fulfil its obligations to cooperate, or only does so to a limited extent, or provides incorrect or incomplete details, information or documents, or subsequently changes these, or fails to create the conditions for the fulfilment of the contract by LAMPYRINAE in good time, shall be borne by the client and will be charged according to the time and effort involved. In addition, delivery and service deadlines shall be extended accordingly. In this case, LAMPYRINAE shall be entitled to invoice the client for all expenses incurred. If the client fails to fulfil its obligations to cooperate, or only does so to a limited extent, if performance is delayed or completely prevented by circumstances within the client's sphere of influence, or if the client refuses to allow LAMPYRINAE to fulfil the contract and the client does not remove the obstacles despite being requested to do so within a 14-day grace period, LAMPYRINAE may withdraw from the contract and shall be released from its contractual obligation to perform. In this case, LAMPYRINAE shall retain its claim to full remuneration. In any case, the client undertakes to compensate LAMPYRINAE for any damages incurred as a result, in particular any lost profits, regardless of the client's fault.

4.5 Safety

The client shall ensure compliance with all safety-related, legal and official provisions, regulations and rules relevant to the deployment or use of the order results and shall indemnify and hold LAMPYRINAE harmless in this regard.

5 Prices

5.1 Validity

Prices are quoted ex works or ex warehouse of LAMPYRINAE. All costs related to packaging, loading, transport, transport insurance, taxes, duties and VAT shall be borne by the customer unless expressly agreed otherwise. If insurance is taken out on the customer's behalf, LAMPYRINAE acts solely as an agent, excluding any responsibility or liability. Packaging (e.g. boxes, filling material etc.) must be disposed of by the customer at their own expense.

5.2 Order changes

In the event of an order deviating from the offer, LAMPYRINAE reserves the right to make a corresponding price change or adjustment.

5.3 Change in conditions

Prices are based on the service descriptions and costs at the time of LAMPYRINAE's non-binding offer, without LAMPYRINAE having knowledge of local conditions. Should the services and/or costs change or increase by the time of delivery, including as a result of knowledge of local conditions, LAMPYRINAE shall be entitled to adjust the prices accordingly.

5.4 Expenses

The costs for travel, daily allowances and accommodation shall be invoiced to the client separately. Travel time shall be considered working time.

6 Delivery

6.1 Delivery periods

The delivery period shall commence on the latest of the following dates:

1. Date of order confirmation

2. Date of fulfilment of all technical, commercial and other requirements incumbent upon the client ;

3. Date on which LAMPYRINAE receives a down payment to be made prior to delivery of the goods/services or a security expressly agreed with it (e.g. surety, bank guarantee, etc.).

6.2 Delivery dates

The delivery dates stated on the order confirmation or in other correspondence from LAMPYRINAE are estimated delivery dates and are not binding.

6.3 Partial and advance deliveries

LAMPYRINAE is entitled to make partial and advance deliveries.

6.4 Delivery delays

LAMPYRINAE shall use reasonable efforts to comply with any bindingly agreed delivery and performance dates. If such dates are exceeded, the customer shall grant LAMPYRINAE a reasonable grace period of at least two (2) weeks. If LAMPYRINAE fails to perform or to offer performance within this grace period, the customer may – except in the cases specified in Sections 4.4, 6.5 and 6.6 – withdraw from the contract with respect to the outstanding part of the services within eight (8) days after expiry of the grace period. LAMPYRINAE shall be liable for damages arising from non-performance or delayed performance only in cases of wilful misconduct or gross negligence. Any such liability shall be limited to the amount of the proven loss of reliance or, if lower, the damage actually incurred as a result of the non-performance or delay. The passing on of any penalties or contractual penalties is excluded in all cases. Any further claims arising from delivery delays beyond those set out in this clause are excluded.

6.5 Permits

Official permits and any third-party permits required for the execution of orders shall be obtained by the client at its own expense. If such permits are not obtained in good time, the provisions of Section 4.4 of these General Terms and Conditions shall apply mutatis mutandis.

6.6 Extension of Deadlines

If circumstances occur that prevent or delay compliance with the agreed delivery or performance date, the deadline shall be extended by the duration of these circumstances. Such circumstances include, but are not limited to, labour disputes, fire, mobilisation, seizure, embargoes, currency transfer restrictions, insurrection, lack of transport, general shortages of supplies, energy restrictions or supply issues beyond LAMPYRINAE's control, delays by suppliers, and technical difficulties inherent to the order that render performance impossible, unreasonable, or defective.

Once the reason for the delay has ceased, the client shall grant a reasonable grace period. If performance becomes permanently impossible, the client may withdraw from the contract. In such events, warranty and damage claims, as well as rights to contest the contract due to error, shall be excluded.

6.7 Documentation and notification obligation

The circumstances referred to in sections 6.4, 6.5 and 6.6 must be documented in writing by the contracting parties without delay and communicated in writing to the other contracting party.

6.8 Export licences

When exporting the purchased delivery item, the contractual partner of LAMPYRINAE is obliged to obtain the necessary export and customs licences and similar documents at its own expense. LAMPYRINAE shall not be liable for the permissibility of the export of the delivery item. Should LAMPYRINAE incur expenses or costs of any kind and for any legal reason whatsoever as a result of the shipment, transport or export of the delivery item, the contractual partner shall indemnify and hold LAMPYRINAE harmless in this regard. and indemnify and hold harmless.

7 Acceptance

The client of LAMPYRINAE may not refuse to accept deliveries and services. This also applies in the case of minor defects.

8 Transfer of risk and place of performance

Use and risk are transferred to the customer upon dispatch of the delivery ex works or ex warehouse, irrespective of the pricing agreed for the delivery (e.g. carriage paid, CIF, etc.). This also applies if the delivery is made as part of an assembly or if the transport is carried out or organised or managed by LAMPYRINAE. Transport is always carried out – even in the case of partial deliveries – at the expense and risk of the client.

9 Installation and assembly

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

9.1 Preparations

The client shall bear the costs and provide the following in good time:

1. all earthworks, construction work and other ancillary work not specific to the industry, including the necessary skilled and unskilled labour, building materials and tools,

2. the items and materials required for assembly and commissioning such as scaffolding, hoists and other devices, fuels and lubricants,

3. energy (compressed air, electrical supply, etc.) and water at the place of use, including connections, heating and lighting,

4. sufficiently large, suitable, dry and lockable rooms at the installation site for the storage of machine parts, equipment, materials, tools, etc., and appropriate work and recreation rooms for the installation personnel, including sanitary facilities appropriate to the circumstances; in addition, the client shall take the necessary measures to protect the property and possessions of LAMPYRINAE and the installation personnel on the construction site. client must take the measures to protect the property or possessions of LAMPYRINAE and the assembly personnel on the construction site that it would take to protect its own property or possessions ,

5. protective clothing and protective devices that are necessary due to special circumstances at the installation site.

9.2 Advance information

Before the start of the installation work, the client must provide the necessary information about the location of concealed electricity, gas and water pipes or similar installations, as well as the necessary structural data, without being asked to do so.

9.3 Provisions

Before installation or assembly begins, the provisions and items required for the work to commence must be available at the installation or assembly site, and all preparatory work must be sufficiently advanced before installation begins so that installation or assembly can commence as agreed and be carried out without interruption.

9.4 Delays

If installation, assembly or commissioning is delayed due to circumstances for which LAMPYRINAE is not responsible, the client shall bear the costs incurred as a result of the delay and/or additional travel required by LAMPYRINAE or the assembly personnel (including labour costs for the assembly personnel provided).

9.5 Certification obligation

The customer must certify to LAMPYRINAE on a weekly basis the actual working hours of the assembly personnel and the completion of the installation, assembly or commissioning.

9.6 Acceptance

Acceptance is deemed to occur once the delivery or service has entered the client’s sphere of control. If LAMPYRINAE requests formal acceptance after completion, the client is obliged to carry it out; failing this, acceptance shall be considered as given. Acceptance does not apply if the contract provides for a test phase and LAMPYRINAE has approved it. In this case, acceptance occurs automatically at the end of the agreed test phase.

10 Payment

10.1 Payment terms

Payments shall be made in accordance with the agreed terms of payment. If these have not been agreed separately, 50% of the price stated in the non-binding offer shall be paid upon receipt of the order confirmation. The remainder of the payment owed is due within 30 days of the final invoice. Discount deductions require a separate agreement. Payments by the client shall only be deemed to have been made at the time of receipt in the business account of LAMPYRINAE in the agreed currency.

10.2 Partial payments

In the case of partial settlements, the corresponding partial payments are due upon receipt of the respective invoice. This also applies to settlement amounts arising from subsequent deliveries or other agreements beyond the original contract amount, regardless of the payment terms agreed for the main delivery.

10.3 Deductions

Payments shall be made without any deductions to the paying agent of LAMPYRINAE in the agreed currency.

10.4 Liabilities from previous deliveries

If there are liabilities from previous deliveries and services, these shall be settled in the order in which they arose.

10.5 Discounts

Any agreed discounts shall automatically lapse in full if the client delays payment, including partial payments, or fails to settle any other outstanding claims by the time the invoice amount eligible for a discount is due.

10.6 Offsetting of counterclaims

The client is not permitted to offset any counterclaims, for whatever reason, against the claims of LAMPYRINAE. Furthermore, the client is not entitled to withhold payments due to warranty claims or other counterclaims.

10.7 Default of Payment

If the client defaults on any agreed payment or other obligation arising from this or related transactions, LAMPYRINAE may, without prejudice to its other rights:

1. Postpone the fulfilment of its own obligations until the payment or other performance is made, claim a reasonable extension of the delivery period, and/or demand immediate payment of the full outstanding amount, charging default interest at 8% above the base rate from the due date.

2. Withdraw from the contract in writing after granting a 14-day grace period. Upon LAMPYRINAE's request, the client shall return any delivered goods, compensate for any loss in value, reimburse all expenses incurred in contract performance, and pay damages.

3. Charge pre-litigation costs, including reminder fees and legal fees.

11 Protection of LAMPYRINAE's Intellectual Property

11.1 Intended Use

The client shall ensure that all reports, expert opinions, organisational plans, drafts, drawings, calculations, and similar documents created by LAMPYRINAE within the scope of the order are used solely for the purposes disclosed to LAMPYRINAE and objectively identifiable as such.

11.2 Exploitation Rights

All rights arising from the execution of the order—including, in particular, intellectual property rights, ancillary copyrights, know-how, and processing rights—remain with LAMPYRINAE. This includes inventions made by LAMPYRINAE and its employees, as well as the associated know-how.

11.3 Licence to Use

For copyright-protected works and services provided by LAMPYRINAE, the client shall receive, unless expressly agreed otherwise, a non-exclusive licence to reproduce and use them internally under Article 2 of Directive 2001/29/EC (InfoSoc Directive) in conjunction with the applicable national provisions, upon full payment of the agreed remuneration. Transfer or disclosure of the contractual services to third parties for independent use is permitted only with LAMPYRINAE’s prior written consent. Such consent does not create any liability for LAMPYRINAE toward third parties.

11.4 Use

Any use of LAMPYRINAE’s services for advertising purposes requires prior consultation with and written consent from LAMPYRINAE.

12 Duty of Confidentiality, Data Protection

12.1 Confidentiality

The client shall maintain confidentiality regarding all information obtained in connection with the contractual relationship, unless the other party releases them from this duty or disclosure is required by law.

12.2 Data Protection

LAMPYRINAE is entitled to process personal data transmitted to it in connection with the contractual relationship in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and applicable national data protection laws, or to have such data processed by appropriately commissioned third parties (e.g., IT or cloud service providers), provided they act on behalf of LAMPYRINAE and comply with data protection regulations.

The client is responsible for ensuring that the processing of personal data transmitted within the scope of the contract is lawful. Unless expressly agreed otherwise in writing, the client shall ensure the timely and correct fulfilment of all information obligations toward the data subjects under Articles 12 et seq. GDPR. Any obligations to register, report, or conduct a data protection impact assessment under Article 35 GDPR shall, where applicable, remain with the client, unless explicitly agreed otherwise in writing.

13 Warranty and Liability

13.1 Exclusion

It is expressly stated that LAMPYRINAE assumes no warranty or liability for the achievement of any specific research and development objectives or R&D results.

13.2 Warranty Period

The warranty period is 24 months from the handover or acceptance of the service. The statutory presumption regarding the reversal of the burden of proof in case of defects (e.g., under Article 11 of Directive (EU) 2019/771 or corresponding national law) does not apply. Rectification of defects by LAMPYRINAE shall not extend the warranty period for unaffected parts of the delivery or service; in particular, repairs or partial replacements do not start a new warranty period. This provision applies exclusively to contracts with entrepreneurs within the meaning of Directive (EU) 2019/771 and without prejudice to mandatory consumer protection regulations.

13.3 Assertion of claims

Any alleged defect must be asserted in writing within 8 days of delivery or performance in the case of obvious defects, or within 8 days of discovery in the case of hidden defects, otherwise all claims for compensation relating to obvious defects shall lapse, with a specific description of the nature of the defect. Upon delivery or acceptance, the delivery/service must be checked for defects that can be detected without significant effort and for completeness. Any complaints must be recorded in writing upon delivery or acceptance, otherwise all claims for compensation shall become time-barred, but in any case before countersigning any delivery documents, and must be asserted within 8 days with a specific description and complete documentation (including the aforementioned delivery documents) to LAMPYRINAE.

13.4 Burden of proof

The client is responsible for proving that a defect for which LAMPYRINAE is responsible exists. There is no reversal of the burden of proof – in particular with regard to fault on the part of LAMPYRINAE – unless mandatory statutory provisions dictate otherwise. This provision applies exclusively to contractual relationships with entrepreneurs.

13.5 Rectification of defects

For recognised defects, LAMPYRINAE shall, at its discretion, provide warranty by means of improvement, adjustment or replacement. It shall have a reasonable period of time to fulfil its warranty obligations. The client shall have no claim to rectification of defects by third parties or to reimbursement of the associated costs.\ No claim for any damage caused by delay – regardless of the cause – may be asserted.

13.6 Warranty work

All incidental costs incurred in connection with the rectification of defects (e.g. for installation and removal, transport, disposal, travel and travel time) shall be borne by the client. For warranty work at the client's premises, the necessary auxiliary personnel, lifting equipment, scaffolding and small materials, etc. shall be provided by the client free of charge.

13.7 Limitation of Warranty

If a product is manufactured based on design specifications, drawings, models, dimensions, samples, or other instructions provided by the client, LAMPYRINAE’s warranty and liability shall be limited to ensuring that the product is produced in accordance with the client’s instructions. LAMPYRINAE shall not verify the information provided by the client or inspect services and products supplied by the client, and assumes no responsibility or liability for the client’s information, services, products, or any resulting consequences. In such cases, the client shall indemnify and hold LAMPYRINAE harmless from any claims, including those arising from infringement of third-party intellectual property rights.

13.8 Exclusion of Warranty

The warranty is excluded in the following cases:

• Failure to comply with installation, operating, or maintenance instructions, in particular:
• Installation or assembly not carried out by LAMPYRINAE,
• Use of inadequate equipment, or failure to observe installation requirements, commissioning conditions, and conditions of use,
• Overloading of parts beyond the performance specified by LAMPYRINAE,

• Negligent or incorrect handling, use of unsuitable operating materials, improper or unintended use, or lack of maintenance.

• Non-compliance with official approval conditions.

• Defects attributable to materials provided by the customer.
• Damage caused by the actions of third parties, atmospheric discharges, overvoltage, or chemical influences.
• Wear and tear that is unavoidable even with proper and appropriate use (natural wear and tear).
• Repairs or modifications carried out by parties other than LAMPYRINAE or without the consent of LAMPYRINAE.
• All components not supplied directly by LAMPYRINAE but purchased by the client on behalf of third parties and incorporated by LAMPYRINAE, provided that they were made available to LAMPYRINAE by the client in advance, as part of the installation – even if only for testing purposes – or delivered by third parties to a LAMPYRINAE address.

13.9 Deadline

Any warranty claims may only be asserted after full payment for the service/delivery in accordance with the agreed terms of payment. Provisions 13.1 to 13.8 shall apply mutatis mutandis to any liability for defects arising from other legal grounds.

13.10 Limitation period

The client's claim for damages shall become time-barred within two years of delivery, regardless of knowledge of the damage or the party responsible for it. Compensation shall be excluded in the cases specified in section 13.8. Any liability shall also be excluded for incorrect instructions given by the client within the meaning of section 13.7. LAMPYRINAE shall only be liable for damages in cases of intent or gross negligence. Liability shall be limited to half of the order amount. Compensation for consequential damages and pure financial losses, as well as for lost profits, interest losses and damages arising from third-party claims against the client, is excluded. Liability for unforeseeable damages is excluded in all cases.

13.11 Use of third-party software

If commercial computer programs are used to provide services, regardless of whether these are purchased by LAMPYRINAE itself or provided by the client, LAMPYRINAE shall not be liable for any consequential damages resulting from program errors or other software errors.

13.12 Product liability

LAMPYRINAE's liability for damages arising from product liability is limited to the cases provided for by law within the meaning of Directive 85/374/EEC on liability for defective products and its respective national implementation. For property damage suffered by an entrepreneur as a result of using a product, any liability is excluded to the extent permitted by law. This also applies to other companies involved in manufacturing, delivery, or distribution, unless mandatory legal provisions dictate otherwise.

13.12 Product Liability

LAMPYRINAE's liability for damages arising from product liability is strictly limited to the cases mandated by law under Directive 85/374/EEC on liability for defective products and its national implementations. Liability for any indirect, consequential, or economic losses, including but not limited to production downtime, lost profits, or damage to business operations, is expressly excluded to the fullest extent permitted by law. This exclusion also applies to any claims arising from the use of LAMPYRINAE products in accordance with specifications, data, or instructions provided by the customer, including damages caused to the customer's production processes. Furthermore, LAMPYRINAE shall not be liable for any claims from other companies involved in manufacturing, delivery, or distribution, except where mandatory legal provisions explicitly impose liability.

14 Termination of the contractual relationship, withdrawal from the contract

14.1 Completion

The services provided by LAMPYRINAE shall be deemed to have been completed upon handover or dispatch of a final report, or, where applicable, a test report or final presentation, etc., or, in the case of personnel services, training courses, etc., immediately after performance of the agreed activities. Additional services must be agreed separately in writing or offered anew.

14.2 Cancellation

Cancellations by the client are only permitted with the prior written consent of LAMPYRINAE. If LAMPYRINAE agrees to a cancellation, it shall be entitled to charge a cancellation fee of 30% of the uninvoiced order value of the entire project, in addition to reimbursement for any services already rendered and costs incurred. If LAMPYRINAE does not agree to the cancellation, the client is required to place an equivalent replacement order corresponding to the uninvoiced portion of the overall project value.

14.3 Early Termination

LAMPYRINAE shall be entitled to terminate the contractual relationship early for good cause, which renders further cooperation unreasonable (extraordinary termination), in particular:

1. If bankruptcy or composition proceedings are opened against the contractual partner's assets, or if the opening of such proceedings is rejected due to insufficient assets to cover costs.
2. If the contractual partner declares an inadmissible termination of the contract.
3. If the contractual partner fails to comply fully with the agreed confidentiality provisions or deadlines, in particular payment deadlines, after a reasonable grace period has been set.

15 Loyalty

The contracting parties undertake to maintain mutual loyalty. They shall refrain from poaching or employing, including through third parties, employees of the other contracting party who have worked on the implementation of the orders during the term of the contract and for 12 months after termination of the contract. The contracting party in breach of this provision contractual partner shall be obliged to pay the other contractual partner a contractual penalty in the amount of one year's salary of the employee.

16 Error

The contestation of the contract concluded between LAMPYRINAE and the client due to error or laesio enormis is excluded.

17 Retention of title

17.1 Right of ownership

LAMPYRINAE retains ownership of all items delivered/handed over by it until all financial obligations have been fulfilled in full by the client. The client must comply with the necessary formal requirements for maintaining the retention of title. In the event of seizure or other claims by third parties, the client is obliged to assert the property rights of LAMPYRINAE and to notify LAMPYRINAE immediately.

17.2 Resale

The client is entitled to resell and process the goods subject to retention of title in the ordinary course of business. Other dispositions, in particular pledging or transfer of ownership by way of security, are not permitted. Resale may only occur under retention of title, unless it is made against immediate payment upon delivery. In such cases, the proceeds obtained by the client must at least equal the amount of the remuneration payable to LAMPYRINAE. The retention of title of LAMPYRINAE extends to the proceeds from the sale of the reserved goods, up to the amount of the remuneration to which LAMPYRINAE is entitled.

17.3 Assignment

The client hereby assigns to LAMPYRINAE, as security for its claims, any receivables arising from the resale of goods subject to retention of title, even if these goods have been processed, transformed, or altered, together with any collateral granted in connection therewith. LAMPYRINAE accepts this assignment.

The client shall bear any fees arising from this assignment. Upon request, the client shall: - Inform LAMPYRINAE of the assigned receivable and its debtor, - Provide all information and documents necessary to enforce the receivable, and - Notify the third-party debtor in a verifiable manner of the assignment.

Furthermore, the client undertakes to perform all actions and issue all declarations necessary for the effectiveness of the assignment. Upon LAMPYRINAE's request, the client shall provide evidence of compliance with any formal requirements.

18 Sending of emails

The client expressly agrees to receive information from LAMPYRINAE via email, even after the end of the contractual relationship, in the form of newsletters or other informational letters, for example about events and services.

19 Miscellaneous

Should individual provisions of this contract be or become invalid, this shall not affect the remaining content of this contract. The contracting parties shall work together in a spirit of partnership to find a solution that comes as close as possible to the invalid provisions.

20 Final provisions

20.1 Place of jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the competent court at the registered office of LAMPYRINAE in Esch-sur-Alzette, Grand Duchy of Luxembourg. However, LAMPYRINAE is also entitled to bring legal action at any other legally permissible place of jurisdiction, in particular at the registered office of the client or at the place of performance. This provision applies exclusively to contracts with entrepreneurs within the meaning of Regulation (EU) No. 1215/2012.

20.2 Choice of law

The substantive law of the Grand Duchy of Luxembourg shall apply, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.3 Place of performance

The place of performance for all services, deliveries and payments is the registered office of LAMPYRINAE in Esch-sur-Alzette, even if the handover, delivery or service provision takes place at another location.