General Terms and Conditions of Sale and Delivery Version status: July 2026

1 General Provisions

1.1 All deliveries and services, including all related business transactions ("Delivery and Service"), by DOLL Fahrzeugbau GmbH, Industriestrasse 13, 77728 Oppenau, DOLL TimTech GmbH, Gewerbegebiet Nord 12, 09456 Mildenau, and DOLL Airport Equipment GmbH, Industriestrasse 13, 77728 Oppenau (the contracting company in each case "DOLL"), are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery ("GTC"), provided that the contractual partner acts at the time of conclusion of the contract as an entrepreneur in the exercise of its commercial or independent professional activity, as a legal entity under public law, or as a special fund under public law ("Buyer"). Any deviating, additional, or conflicting general terms and conditions of the Buyer are hereby rejected.

1.2 These GTC shall also apply if DOLL carries out Deliveries and Services to the Buyer unconditionally and with knowledge of conflicting or deviating general terms and conditions of the Buyer.

1.3 These GTC shall also apply, within the framework of ongoing business relationships, to all future contracts, even if they are not expressly incorporated again into the respective contract.

1.4 At the latest upon acceptance of the goods or service by the Buyer, these GTC shall be deemed to have been accepted.

1.5 All agreements made between DOLL and the Buyer for the purpose of executing a contract shall be set out in text form in the underlying contract. Collateral agreements shall only apply to the extent that they have been recorded in text form in the contract or DOLL's order confirmation.

1.6 Amendments to these GTC shall be communicated to the Buyer in writing, by fax, or by e-mail. If the Buyer does not object within four (4) weeks of receipt, the amendments shall be deemed accepted. The Buyer shall be separately informed of the right to object and the legal consequences of silence.

2 Offer and Conclusion of Contract

2.1 All offers by DOLL are — in particular with regard to availability, stated quantities, delivery periods, and ancillary services — non-binding and subject to change, unless expressly designated as binding in text form. The offers are subject to timely, qualitative, and quantitative self-supply by DOLL.

2.2 A contract is generally concluded by an offer from DOLL in text form and an acceptance of that offer by an order from the Buyer, also in text form.

2.3 If the Buyer places an order with DOLL without a prior offer from DOLL, the Buyer shall be bound by its order for six (6) weeks.

2.4 Acceptance of an offer by the Buyer by DOLL is equivalent to DOLL carrying out the order unconditionally within two (2) weeks of receipt of the Buyer's order.

2.5 The scope of the goods to be delivered or the service to be rendered by DOLL shall be set out in the respective offer or order confirmation from DOLL.

2.6 Technical specifications, samples, prices, illustrations, drawings, and details of weight, dimensions, performance, fuel consumption, operating costs, and intended use, as well as other descriptions of the goods to be delivered in DOLL's offer or order confirmation, are only approximate unless expressly designated as binding in text form. They do not constitute an agreement on quality or a guarantee of the corresponding quality or durability, unless expressly agreed as such in text form. The same applies to the Buyer's expectations regarding the goods or their use.

2.7 Customary and industry-standard deviations from the scope of delivery by DOLL are permissible, provided they do not impair the suitability of the goods for the contractually intended purpose. This includes over- or under-deliveries, design and shape changes, and colour deviations. Deviations caused by mandatory legal or technical standards entering into force after order confirmation are permissible if not significant and reasonable for the Buyer. Changes that result in a technical improvement of the goods are always permissible.

2.8 Changes to the scope of delivery by the Buyer shall always require the consent of DOLL declared in text form. Additional expenditure and other costs arising from changes to the scope of delivery at the Buyer's request shall be separately remunerated by the Buyer.

2.9 To the extent that DOLL's offer or order confirmation contains obvious errors, typographical errors, or calculation errors, the document shall not be binding on DOLL with respect to those errors. The Buyer shall notify DOLL of any such errors promptly upon becoming aware, in text form.

2.10 If the Buyer's financial circumstances deteriorate materially, or if an application to open insolvency or comparable proceedings over the Buyer's assets is rejected for lack of assets, DOLL shall be entitled to withdraw in whole or in part from the underlying contract.

3 Prices

3.1 The prices stated in DOLL's offer or order confirmation apply to the scope of delivery set out therein and are quoted in euros ex works, without cash discount or other reductions, plus applicable statutory value-added tax, unless otherwise expressly agreed in text form. Additional ancillary services (e.g. transfer costs, packaging costs, financing costs, or technical inspection acceptance) will be charged separately.

3.2 Should it become apparent after the conclusion of the contract that additional services are required for the performance of the contract or the delivery of the goods, such additional services shall be invoiced and remunerated separately.

3.3 DOLL reserves the right, for continuing obligations under framework contracts, to increase or decrease prices in proportion to net cost increases or decreases arising from changes in collective wage agreements, energy prices, or material prices, to the extent to which these have become part of the calculation basis, without thereby profiting. If the increase in the recalculated price exceeds ten (10)% of the originally agreed price, the Buyer shall be entitled to terminate the contract at the time of the first price increase. The same applies to contracts where more than four (4) months elapse between conclusion of the contract and delivery of the goods.

4 Delivery Periods and Dates; Transfer of Risk

4.1 Deliveries are generally made EXW (INCOTERMS® 2020) from the manufacturing plant, unless the parties have agreed otherwise in text form.

4.2 Delivery of the goods shall, where possible, be made in full. However, DOLL shall be entitled to make partial deliveries if this is reasonable for the Buyer, in particular if failure to do so would result in a significant delay of the overall delivery due to the absence of goods.

4.3 Delivery dates and delivery periods are non-binding unless expressly designated as binding in the contract. Binding delivery dates or periods may only be agreed in text form. Delivery periods begin to run from the conclusion of the contract. Compliance with a delivery period presupposes the timely clarification of all commercial and technical matters, as well as compliance with the agreed payment terms and other obligations of the Buyer. If these requirements are not met in time, the delivery periods shall be extended appropriately; this shall not apply if the delay is attributable solely to DOLL.

4.4 Compliance with even a binding delivery period is subject to proper, and in particular timely, quantitative and qualitative self-supply of DOLL by its upstream suppliers. In the event of improper self-supply, DOLL shall be entitled to withdraw from the contract. DOLL shall notify the Buyer immediately if it exercises its right of withdrawal and shall refund any advance performance rendered by the Buyer.

4.5 Even if a binding delivery period has been agreed, DOLL shall only be in default of delivery if the Buyer has set DOLL an appropriate grace period for delivery in text form after expiry of the delivery period and that grace period has elapsed without result. An effective notice requiring delivery is possible at the earliest four (4) weeks after expiry of the (non-)binding delivery date or period.

4.6 If the Buyer requests changes to the execution of the goods or the scope of delivery during the delivery period, the running of the delivery period shall thereby be interrupted. Any resulting delays shall not be attributable to DOLL.
The delivery period shall be deemed to have been met if DOLL has made the goods available for collection at the agreed location and has informed the Buyer accordingly. If the parties have agreed delivery DAP or DDP (INCOTERMS® 2020), the delivery period shall be deemed met if the goods have been offered to the Buyer for acceptance at the named place of delivery within normal business hours before expiry of the delivery period.

4.7 The risk of accidental loss or accidental deterioration of the goods passes to the Buyer EXW (INCOTERMS® 2020). If the transfer is delayed for reasons attributable to the Buyer, the risk passes to the Buyer upon notification of readiness for collection.

5 Payment Terms

5.1 The purchase price and prices for ancillary services are due upon handover of the goods, but no later than eight (8) calendar days after receipt of the notice of readiness and delivery or receipt of the invoice. Payments shall be made without deduction and free to DOLL's account. Upon expiry of the payment period, the Buyer shall automatically be in default without the need for a separate reminder from DOLL.

5.2 If the Buyer falls into default in fulfilling its payment obligations, or if garnishments are made against it, or if its financial circumstances deteriorate materially, DOLL shall be entitled to withdraw from the underlying contract to the extent it has not yet been performed and demand the return of goods already delivered, or to require advance payment for further deliveries.

5.3 If the Buyer falls into default on a payment, default interest at a rate of nine (9) percentage points above the applicable base interest rate pursuant to Section 247 of the German Civil Code (BGB) shall become due. Section 288 Para. 3 of the German Civil Code (BGB) shall remain unaffected. The right to claim further damages is reserved.

5.4 If the Buyer has been in default of payment for more than fourteen (14) calendar days, DOLL shall be entitled to withdraw from the underlying contract and demand immediate return of the delivered goods, without any claims arising for the Buyer as a result.

5.5 If the price of the ordered goods exceeds EUR 5,000.00, DOLL shall be entitled to demand an advance payment to be agreed on a case-by-case basis.

5.6 The Buyer may only set off against contractual claims of DOLL if the Buyer's counterclaim has been acknowledged by DOLL or established by a final and binding judgment, or if the claims are in a reciprocal relationship. With respect to claims not so acknowledged or established, the Buyer may only assert a right of retention against DOLL's claims if the claim constitutes a right arising from the purchase contract.

5.7 If the Buyer fails to pay the purchase price due or the remuneration for ancillary services, DOLL may withdraw from the contract and/or demand damages in lieu of performance after DOLL has unsuccessfully set the Buyer a reasonable period for performance. In cases prescribed by law, setting a period is not required. If DOLL has a claim for damages in lieu of performance and takes back the goods, the ordinary market value at the time of return shall be credited. At the Buyer's request, the ordinary market value shall be determined by a publicly appointed and sworn expert. The Buyer bears the costs of the return and disposal. Without proof they amount to five (5)% of the ordinary market value; DOLL may prove higher costs and the Buyer may prove lower costs, which are then to be used as the basis for calculation.

6 Retention of Title

6.1 Until all claims of DOLL arising from the business relationship that DOLL now or in the future has against the Buyer are satisfied, the following securities shall be granted to DOLL:

6.2 The goods shall remain the property of DOLL ("Reserved Goods"). Processing or transformation shall always be carried out for DOLL as manufacturer. The Buyer shall store the Reserved Goods free of charge and with commercial diligence for DOLL and shall insure them at its own expense against fire, water, and theft at replacement value. The Buyer hereby assigns to DOLL its corresponding claims under the insurance contracts; DOLL accepts the assignment.

6.3 The Buyer shall be entitled to process, transform, and sell the Reserved Goods in the ordinary course of business, provided it does not fall into default of payment.

6.4 Any processing or transformation of the Reserved Goods by the Buyer shall always be done for DOLL, and DOLL shall acquire ownership of the new item. If the Reserved Goods are combined with other items to form a single item, processed, or inseparably mixed or blended, DOLL shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods relative to the other items at the time of processing, mixing, or combination. If the combination is such that the Buyer's item is regarded as the principal item, the Buyer hereby agrees to transfer to DOLL a share of co-ownership of the new item in the same proportion as the goods subject to retention of title to the Buyer’s goods. The provisions for Reserved Goods shall apply to the items so created.

6.5 Pledges or transfers by way of security are not permitted without DOLL's written consent. The same applies to granting third parties rights of use.

6.6 The Buyer hereby assigns to DOLL in full by way of security all claims arising from resale or any other legal ground. DOLL revocably authorises the Buyer to collect the claims assigned to DOLL for the account of DOLL but in its own name. The collection authorisation may be revoked at any time, in particular if the Buyer fails to meet its payment obligations properly. In that case, the Buyer shall provide DOLL with all information necessary for the collection of the claim and hand over the relevant documents.

6.7 The Buyer shall transfer the collected claims to an account designated by DOLL within ten (10) calendar days.

6.8 In the event of access by third parties to the Reserved Goods, in particular garnishments, the Buyer shall refer to DOLL's retained ownership and notify DOLL immediately so that DOLL can enforce its ownership rights. The costs of measures to remedy interventions in DOLL's retained ownership shall be borne by the Buyer.

6.9 If the conclusion of a comprehensive insurance policy has been agreed, the Buyer shall take out such insurance immediately for the duration of the retention of title with an appropriate deductible, on the understanding that the rights under the insurance contract shall belong to DOLL. The Buyer authorises DOLL to apply for a security document in respect of the vehicle comprehensive insurance and to obtain information about the insurance relationship. If the Buyer fails to comply despite a reminder in text form, DOLL may take out the comprehensive insurance at the Buyer's expense, advance the insurance premiums, and collect them as part of the purchase price claim.

6.10 The Buyer shall be obliged to keep the goods in proper condition during the period of the retention of title and to have all maintenance and repair work prescribed by DOLL carried out promptly and professionally by DOLL or by a DOLL-authorised workshop.

6.11 In the event of the Buyer's conduct in breach of contract (in particular default of payment), DOLL shall be entitled to take back the Reserved Goods or demand assignment of the Buyer's claims for surrender against third parties. The taking back and the garnishment of the Reserved Goods by DOLL shall not constitute a withdrawal from the contract.

6.12 DOLL shall release the securities to which DOLL is entitled, at DOLL's discretion, to the extent that their value exceeds the outstanding claims by more than ten (10)%.

6.13 If the law of the jurisdiction in which the Reserved Goods are located does not permit retention of title, DOLL may exercise all rights that DOLL is able to reserve in respect of the Reserved Goods. The Buyer shall cooperate in any measures that DOLL wishes to take to protect its ownership rights or, in lieu thereof, any other security interest in the Reserved Goods.

6.14 During the period of the retention of title, the right to possession of the registration certificate Part II (vehicle registration document) shall belong to DOLL.

7 Claims for Defects

7.1 To the extent that the goods exhibit a material or legal defect within the limitation period, the cause of which already existed at the time of the transfer of risk, the Buyer shall, at DOLL's choice, be entitled to subsequent performance by way of rectification or replacement delivery. The necessary expenses such as labour, material, transport, and travel costs shall be borne by DOLL, unless the expenses are increased because the goods were subsequently transported to a location other than the Buyer's registered office, unless the transport corresponds to the intended use of the goods. Defective parts shall be sent by the Buyer to DOLL at DOLL's expense. The Buyer shall support DOLL in remedying defects to a reasonable extent.

7.2 Defect claims shall become time-barred twelve (12) months after the transfer of risk. Sections 438 Para. 1 no. 2, 479 Para. 1, and 634a Para. 1 no. 2 of the German Civil Code (BGB) shall remain unaffected. This reduction of the limitation period shall not apply in cases of intent, gross negligence, injury to life, body, or health, or any material breach of contract, mandatory statutory liability provisions such as those of the German Product Liability Act (ProdHaftG), or non-compliance with a quality guarantee or fraudulent concealment of a defect. The statutory provisions on suspension and recommencement of periods shall remain unaffected. For parts installed to remedy a defect, the Buyer may assert warranty claims only until the expiry of the limitation period applicable to the goods.

7.3 The Buyer shall inspect the goods immediately upon acceptance for externally visible transport damage and to verify that the delivered goods correspond to the order. Defects shall be notified in text form without delay, but no later than eight (8) calendar days after acceptance, or, if the defect was not identifiable upon proper inspection, within eight (8) calendar days of discovery (Section 377 of the German Commercial Code (HGB)). Notices of defects must contain a precise description of the defects, the deliveries concerned, and, where possible, photographic documentation. If the Buyer fails to comply with its obligation to inspect and give notice, the goods shall be deemed approved. Any test drive must be limited to customary bounds, but in any case to a maximum of 20 kilometers. If the vehicle is driven by the Buyer or its agent, the Buyer shall be liable for any damage to the vehicle caused by the driver during the test drive.

7.4 Liability for defects is excluded for used goods.

7.5 If subsequent performance fails twice, the Buyer may, without prejudice to further claims for damages, withdraw from the contract or reduce the price. Withdrawal is excluded in the case of an insignificant deviation from the agreed quality or insignificant impairment of the usability of the goods, if the Buyer is in default of acceptance, or if the Buyer is responsible for the defect. As long as the Buyer has not declared withdrawal or demanded damages for non-performance, DOLL shall be entitled to make a further attempt at subsequent performance even after expiry of the Buyer's period, unless the Buyer has previously given notice of refusal of subsequent performance in text form.

7.6 If a defect is due to the fault of DOLL, the Buyer may claim damages under the conditions set out in clause 9. Clause 8 shall apply mutatis mutandis to the reimbursement of futile expenditure that the Buyer may claim instead of damages in lieu of performance.

7.7 Defect claims do not exist in the case of only insignificant deviation from the agreed specifications, insignificant impairment of usability, natural wear and tear, excessive stress, use of unsuitable operating materials, defects arising from particular external influences, or non-reproducible software errors. If the Buyer or third parties carry out improper modifications or repair work, there shall likewise be no defect claims for these and the resulting consequences.

7.8 Defect claims shall furthermore not exist if the defect is causally related to
(i) the Buyer's failure to report the defect without delay;
(ii) the goods being repaired, serviced, or maintained in a workshop not authorised by DOLL;
(iii) parts being installed whose use DOLL has not approved, or the goods being modified in a manner not approved by DOLL; or
(iv) the Buyer's failure to follow the provisions on treatment, maintenance, and care of the goods (e.g. user manual).

7.9 Recourse claims of the Buyer against DOLL shall only exist to the extent that the Buyer has not entered into any agreement with its purchaser going beyond the statutory defect claims.

Claims for Damages and Reimbursement of Expenses

8.1 DOLL shall be liable in accordance with statutory provisions if the Buyer asserts claims for damages or reimbursement of expenses (“claims for damages”) based on intent or gross negligence, including intent or gross negligence on the part of DOLL's representatives or vicarious agents. DOLL shall also be liable in accordance with statutory provisions if DOLL culpably breaches a material contractual obligation, in cases of injury to life, body, or health, to the extent that DOLL has assumed guarantees, or in the event of fraudulent concealment.

8.2 The Buyer's claim for damages for the breach of a material contractual obligation is limited to the foreseeable damage typically occurring, unless there is intent or gross negligence, or liability for injury to life, body, or health, or liability under assumed guarantees or due to fraudulent concealment. Material contractual obligations are those whose fulfilment first enables the proper performance of the contract and upon whose compliance the Buyer relies and may rely.

8.3 In all other respects, DOLL's liability for damages — regardless of the legal nature of the claim asserted — is excluded.

8.4 DOLL's liability for damages not arising on the delivery item itself — such as loss of profit, production downtime, and other financial losses of the Buyer — is excluded.

8.5 Mandatory statutory provisions, such as those of the German Product Liability Act, shall remain unaffected.

8.6 The Buyer's claims for damages shall become time-barred twelve (12) months after the transfer of risk. Sections 438 Para. 1 no. 2, 479 Para. 1, and 634a Para. 1 no. 2 of the German Civil Code (BGB) shall remain unaffected. This reduction of the limitation period shall not apply in cases of intent, gross negligence, injury to life, body, or health, or any material breach of contract, mandatory statutory liability provisions such as those of the German Product Liability Act, or non-compliance with a quality guarantee or fraudulent concealment of a defect. The statutory provisions on suspension and recommencement of periods shall remain unaffected.

8.7 To the extent that DOLL's liability is excluded or limited, this shall also apply to the personal liability of DOLL's employees, workers, staff, representatives, and vicarious agents.

8.8 If DOLL claims damages for culpable non-performance whilst simultaneously withdrawing from the contract, such damages shall amount to 15% of the agreed purchase price. The damages shall be set higher if DOLL proves greater loss. The damages shall be set lower if the Buyer can prove that DOLL suffered a lower loss. The lump-sum damages shall be set off against any other damage arising from non-performance of the contract.

9 Product Liability

9.1 The Buyer shall use the delivered goods exclusively in accordance with the contract and DOLL's available instructions; in particular, the Buyer shall not alter or remove any existing safety warnings. In the event of a breach of this obligation, the Buyer shall indemnify DOLL in the internal relationship against third-party product liability claims, unless the Buyer is not responsible for the defect triggering the liability.

9.2 If DOLL is prompted to initiate a product recall or product warning due to a product defect, the Buyer shall cooperate to the best of its ability in the measures that DOLL considers necessary and appropriate. DOLL shall bear the costs of the product recall or warning, unless DOLL is not responsible for the product defect and the resulting damage under product liability law.

9.3 The Buyer shall notify DOLL without delay in text form of any risks in the use of the delivered goods and any possible product defects that become known to it.

10 Force Majeure

10.1 "Force Majeure" means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations, if and to the extent that the party affected by the impediment proves that (a) the impediment is beyond its reasonable control, (b) it was not reasonably foreseeable at the time of the conclusion of the contract, and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party.

10.2 Subject to proof to the contrary, a case of Force Majeure within the meaning of the preceding paragraph shall in particular, but not exclusively, be presumed in the following events: war, acts of terrorism, currency and trade restrictions, embargo, sanctions, official acts, compliance with laws or government orders, government exit and export bans or government entry and import bans, expropriation, epidemic, natural disaster, extreme natural events, explosions, fire, destruction of equipment, demonstrations or assemblies, events preventing passage on important transport routes, general industrial unrest (in particular boycott, strike, and lockout), energy shortages, or disruption of means of transport.

10.3 A party that successfully invokes this clause shall be suspended, from the moment at which the impediment makes performance impossible, from its obligation to fulfil its contractual obligations and from any obligation to pay damages or any other contractual remedy for breach of contract, provided that the occurrence of a Force Majeure event is notified to the other party without delay. If the effect of the impediment is temporary, the above consequences shall apply only for as long as the impediment prevents performance plus a reasonable start-up period. If the impediment persists for more than four (4) months, the other party shall be entitled to terminate or withdraw from the contract in whole or in part for good cause. Mutual claims for damages on account of such termination or withdrawal are excluded.

10.4 Upon request by DOLL, the Buyer shall declare within a reasonable period whether it terminates or withdraws from the contract due to a Force Majeure event affecting DOLL, or whether it continues to insist on the performance of the delivery of the goods.

10.5 If, as a result of a Force Majeure event, the economic significance or content of the delivery is materially altered or significantly affects DOLL's operations, the parties shall appropriately adapt the underlying contract in good faith. To the extent that this is not economically justifiable, DOLL shall have the right to withdraw from the contract. If DOLL intends to exercise this right, it shall notify the Buyer without delay upon recognizing the significance of the Force Majeure event, even if an extension of the delivery period had initially been agreed.

11 Export Control

11.1 Deliveries of goods by DOLL are subject to the proviso that no obstacles arising from national or international export control regulations prevent performance of the contract. If performance is delayed due to export control checks or licensing procedures, deadlines and delivery times shall be suspended. DOLL shall be entitled to withdraw from the contract or to terminate it without notice if such withdrawal or termination is required to comply with national or international export control regulations. Any assertion of claims for damages or other rights by the Buyer on account of the aforementioned termination or delay is excluded.

11.2 The Buyer undertakes to comply with national and international export control law, in particular when passing on the delivered goods to third parties.

12 Intellectual Property and Data Protection

12.1 DOLL reserves all proprietary and copyright exploitation rights, without restriction, in respect of cost estimates, drawings, models, parts, templates, calculations, descriptions, samples, and other documents ("Documents"). The Documents may only be made available to third parties with DOLL's prior written consent and must be returned to DOLL immediately upon request.

12.2 Without the express consent of DOLL in text form, the Buyer shall not be entitled to use the delivered goods for advertising purposes.

12.3 DOLL collects and uses personal data exclusively in accordance with the provisions of the General Data Protection Regulation and the German Federal Data Protection Act.

12.4 Personal data required for the establishment, content, processing, or amendment of the contractual relationship (master data) shall be used exclusively for the performance of the contract concluded between DOLL and the Buyer. For the processing of the contractual relationship, such data must be passed on to third parties (e.g. carriers or freight forwarders) to the extent necessary. The Buyer hereby grants its corresponding consent to the use of its personal data as described above.

12.5 This declaration of consent may be revoked at any time, without giving reasons. Revocation is to be directed to info@doll.eu.

12.6 Any use of the Buyer's master data going beyond this for the purposes of advertising, market research, or the demand-oriented design of DOLL's offerings requires the separate express consent of the Buyer.

12.7 Upon order of a competent authority, DOLL may in individual cases disclose information about the Buyer's personal data within the scope of the order, to the extent necessary for the purposes of criminal prosecution, prevention of danger, fulfilment of the statutory tasks of the constitutional protection authorities, or enforcement of intellectual property rights.

13 Confidentiality

13.1 "Confidential Information" means
(i) all information, data, drawings, documents, materials, know-how, or other trade secrets within the meaning of Section 2 no. 1 of the German Trade Secrets Act (GeschGehG), in particular all drafts, sketches, drawings, technical protocols, models, or electronic data, regardless of form;
(ii) all non-obvious commercial, operational, or technical information or items, regardless of form, that are disclosed or otherwise made known to the Buyer in the course of the business relationship with DOLL;
(iii) which are either directly marked as confidential or subsequently marked as confidential in writing or in text form. Information that is by its nature or from the circumstances recognisably confidential shall also be deemed confidential, unless the parties have agreed otherwise in writing.

13.2 Confidential Information within the meaning of clause 13.1 shall not include information
(i) obtained from publicly available sources that is generally known or legally accessible, and those sources also obtained the information legally;
(ii) lawfully received from an authorised third party;
(iii) independently developed by the Buyer;
(iv) required to be disclosed by operation of law or by court or regulatory order. In the latter case, the Buyer shall inform DOLL without delay before such disclosure and attempt to prevent it, to the extent possible using reasonable and legally permissible means.

13.3 The burden of presentation and proof for the existence of any of the exceptions listed in clause 13.2 shall rest with the party invoking those exceptions.

13.4 The Buyer undertakes to treat Confidential Information strictly confidentially and to use it exclusively for the purpose of fulfilling the contractual purpose. Confidential Information may only be passed on to those employees or other persons who absolutely need to receive it to achieve the contractual purpose. All employees of the Buyer who obtain knowledge of Confidential Information must be or must become bound to confidentiality. This obligation shall continue for a further five (5) years after any departure of the employee from the Buyer's company, to the extent legally possible.

13.5 The Buyer undertakes, upon first request by DOLL and/or upon termination of the business relationship or the underlying contract, for whatever legal reason, to return to DOLL or to properly destroy or securely and permanently delete all Confidential Information falling within the scope of this confidentiality agreement and any copies thereof, and to confirm the same in writing to DOLL.

13.6 Clause 13.5 shall not apply to Confidential Information subject to mandatory statutory retention obligations or securely stored in automated backup files as part of a proper backup process. The provisions of this confidentiality agreement shall continue to apply to such Confidential Information until its return, secure and permanent deletion, or complete proper destruction.

13.7 The confidentiality obligations pursuant to this clause 13 shall continue to apply for a period of five (5) years after termination of the underlying contract, for whatever legal reason.

13.8 For each individual case of a breach by the Buyer of its obligations under this confidentiality agreement, the Buyer shall be obliged to pay a contractual penalty to DOLL, the amount of which shall be at the reasonable discretion of DOLL and may be reviewed by the competent court in the event of a dispute. The assertion of the contractual penalty shall not preclude DOLL from asserting further claims for damages.

14 Final Provisions

14.1 These GTC are governed exclusively by German law, excluding conflict of laws rules. The  application of the CISG is excluded.

14.2 The place of performance is Oppenau. To the extent that the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the place of jurisdiction for all claims arising from the business relationship shall be Oppenau. The same applies if the Buyer has no general place of jurisdiction within Germany, or has relocated such jurisdiction outside Germany after conclusion of the contract, or if the Buyer's domicile or habitual residence is not known at the time the action is brought.

14.3 Amendments or supplements to these GTC must be made in text form. This also applies  to any amendment of the text form requirement itself.

14.4 Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of all other provisions. The invalid or unenforceable provision shall be replaced by mutual agreement with a legally effective provision that comes closest to the economic result and purpose of the invalid or unenforceable provision. The same applies in the event of a gap in the provisions.

14.5 In the event of any discrepancies or conflicts between the German and English versions of these GTC, the German version shall prevail.

 

Version status: July 2026