General Terms and Conditions of Channel Microelectronic GmbH

§ 1 Scope and Written Form

(1) Deliveries, services, and offers of Channel Microelectronic GmbH (hereinafter referred to as "Channel") are made exclusively on the basis of these General Terms and Conditions, even if the purchaser refers to their own general terms and conditions when placing the order. Any counter-confirmations by the purchaser referring to their own terms and conditions are hereby expressly rejected.

(2) These General Terms and Conditions shall also apply to all future transactions, even if they are not expressly referred to again at the time of their conclusion.

(3) Oral agreements, as well as any amendments or additions to contracts concluded with Channel—whether they relate to principal or ancillary provisions—are only valid if confirmed in writing by Channel. The requirement for written form can itself only be waived in writing.

(4) These General Terms and Conditions apply exclusively to businesses.

§ 2 Offer and Conclusion of Contract

(1) All offers made by Channel are non-binding and subject to change without notice.

(2) All orders placed with Channel and any acceptance of such orders require written confirmation by Channel to be legally valid. This also applies to additions, modifications, or collateral agreements.

(3) Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing.

§ 3 Delivery and Performance Time

(1) Deadlines and delivery dates are only binding if confirmed in writing by Channel.

(2) Delays in delivery or performance due to force majeure or events that significantly impede or render delivery impossible for Channel – including, but not limited to, strikes, lockouts, official directives, or untimely self-supply, even if such events occur at Channel’s suppliers or their subcontractors – shall not be the responsibility of Channel, even in the case of binding deadlines and dates. Such events entitle Channel to postpone delivery or performance for the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part regarding the unfulfilled portion.

(3) If the impediment lasts longer than three months, the purchaser shall be entitled to withdraw from the contract, after setting a reasonable grace period, with respect to the unfulfilled part. If the delivery time is extended or if Channel is released from its obligations, the purchaser shall not be entitled to claim damages. Channel may only invoke the aforementioned circumstances if it notifies the purchaser without undue delay.

(4) The fulfillment of Channel’s delivery obligations is contingent upon the timely and proper fulfillment of the purchaser’s obligations.

(5) In the event of a delivery delay, the purchaser is only entitled to withdraw from the contract if they have granted Channel a reasonable grace period of two months.

(6) Claims for damages due to delivery delays are excluded or limited in accordance with § 10 (Compensation, Reimbursement of Expenses). The exclusion or limitation set forth in § 10 shall not apply to fixed-date transactions.

(7) If the purchaser is in default of acceptance or violates other duties to cooperate, Channel is entitled to claim compensation for the resulting damages, including any additional expenses. In such cases, the risk of accidental loss or deterioration of the goods shall pass to the purchaser at the time they enter into default of acceptance.

(8) Channel reserves the right to deliver ahead of schedule.

(9) Channel is entitled to make partial deliveries and render partial services at any time, unless such partial deliveries or services are of no interest to the purchaser.

§ 4 Transfer of Risk

(1) The risk shall pass to the purchaser upon handover of the goods to the carrier appointed for transport, at the latest upon the goods leaving Channel’s warehouse. This applies regardless of who bears the shipping costs.

(2) If the goods are ready for dispatch and the shipment is delayed for reasons not attributable to Channel, the risk shall pass to the purchaser upon receipt of the notification of readiness for dispatch.

(3) If “Incoterms” have been agreed upon, the latest version of such terms shall apply.

(4) If Channel complies with shipping instructions issued by the purchaser, this shall be done without any liability on Channel’s part and solely on behalf of, at the expense and risk of, the purchaser, unless Channel acts with gross negligence.

§ 5 Warranty

(1) The purchaser is obliged to inspect the delivered goods immediately upon receipt and to report any visible defects within one week. Hidden defects must be reported within one week of their discovery.

(2) A defect does not exist in the case of only minor deviations from the agreed quality, minor impairments of usability, or non-reproducible software errors.

(3) If improper modifications or repair work are carried out by the purchaser or third parties, any liability for resulting consequences shall be void. Furthermore, contrary to § 476 BGB, the purchaser bears the burden of proof that the defect claimed already existed at the time of the transfer of risk.

(4) Channel shall not be liable for properties that the purchaser expects based on public statements made by the seller, manufacturer (§ 4 (1) and (2) of the German Product Liability Act – ProdHaftG) or its agents, especially in advertising or product labeling, if Channel was not aware of such statements.

(5) If the purchaser demands subsequent performance due to defects in the goods delivered by Channel, either by rectification or replacement, Channel shall have the right to choose the form of subsequent performance.

(6) Channel shall not bear the costs incurred for the purpose of subsequent performance, in particular transportation, travel, labor, and material costs, if such costs are increased because the purchased item was moved to a location other than the purchaser’s residence or commercial place of business, unless such relocation corresponds to the intended use of the item.

(7) The purchaser is not entitled to withdraw from the purchase contract due to defects. The right to a reduction in price remains unaffected.

(8) The purchaser’s statutory rights of recourse against Channel shall only apply insofar as the purchaser has not agreed to any terms with its customer that go beyond the statutory warranty claims.

(9) Claims for damages or reimbursement of expenses are governed by § 10 (Damages, Reimbursement of Expenses). Any further claims of the purchaser against Channel or its vicarious agents due to a defect are excluded.

(10) Claims based on material defects shall become time-barred after 12 months. The limitation period begins upon the transfer of risk in accordance with § 438 (2) BGB. The foregoing provisions do not apply where longer limitation periods are prescribed under § 438 (1) No. 2 BGB (goods for buildings), § 479 (1) BGB (right of recourse), or § 634a BGB (construction defects).

§ 6 Retention of Title

(1) All goods delivered by Channel remain the property of Channel until all current and future claims arising from the business relationship with the purchaser have been settled in full.

(2) The retention of title shall also remain in effect if individual or all of Channel's claims have been included in a current account and the balance has been acknowledged.

(3) The processing or transformation of the delivered goods by the purchaser is always carried out on behalf of Channel. If the delivered goods are processed with other items not belonging to Channel, Channel shall acquire co-ownership of the new product in proportion to the value of the delivered goods to the other processed items at the time of processing. The provisions applicable to the goods delivered under retention of title shall also apply to the new item resulting from the processing.

(4) If the delivered goods are inseparably mixed with other items not belonging to Channel, Channel shall acquire co-ownership of the new item in proportion to the value of the delivered goods to the other mixed items at the time of mixing. If the mixing occurs in such a way that the purchaser's item is to be regarded as the principal item, it is agreed that the purchaser shall transfer proportional co-ownership to Channel. The purchaser shall hold the resulting sole or co-ownership in custody on behalf of Channel.

(5) The purchaser is entitled to resell the goods under retention of title in the ordinary course of business. The purchaser hereby assigns to Channel all claims arising from the resale to its customers up to the amount of Channel's outstanding claims. Channel hereby accepts this assignment. The purchaser is authorized to collect these claims on behalf of Channel, provided Channel does not revoke this authorization. The purchaser is not entitled to make other assignments—particularly blanket or global assignments—or to pledge the goods subject to retention of title as security.

(6) Upon request, the purchaser shall notify its customers of the assignment and provide Channel with all documentation and information necessary to enforce the assigned claims.

(7) In the event of a breach of contract by the purchaser—especially in the case of payment default or justified doubts regarding the purchaser’s creditworthiness—Channel is entitled to prohibit resale or use of the goods subject to retention of title and to reclaim possession of such goods. The purchaser agrees to grant Channel’s employees or authorized representatives access to its storage and business premises for this purpose. Channel is not required to declare a withdrawal from the contract in order to demand the return of the goods. Reclaiming or seizing the goods shall only be deemed a withdrawal if Channel, having set a reasonable grace period (unless dispensable under § 323(2) BGB), explicitly declares the withdrawal in writing. In the event of such conditions, the purchaser’s right to collect the assigned claims shall expire.

(8) Channel undertakes to release the securities described above at its discretion if their realizable value exceeds the claims to be secured by more than 10%.

(9) The purchaser must store the goods delivered under retention of title separately from other goods. The purchaser is obliged to notify Channel immediately by registered mail in the event of any third-party access, such as seizure of the goods or assigned claims. If damage to the goods arises from such access, the purchaser must compensate Channel. The purchaser must also bear all costs incurred by Channel for the enforcement of its ownership rights.

(10) The purchaser is obliged to insure the goods delivered under retention of title against insurable damage at its own expense and in sufficient scope. Insurance claims arising from damage to such goods are hereby assigned by the purchaser to Channel up to the value of the damaged goods as stated in the invoice.

(11) If retention of title is not effective in the destination country without registration or other formal requirements, the purchaser hereby agrees to such registration. The purchaser shall provide all necessary support to meet any formalities required by the applicable national law.

§ 7 Prices

(1) The prices stated in Channel’s order confirmation shall apply. These are ex works, including standard packaging, and are net prices excluding value-added tax. Additional deliveries and services will be invoiced separately to the purchaser.

(2) Unless otherwise stated, Channel shall be bound by the prices contained in its offers for a period of 30 days from the date of the offer.

§ 8 Due Date of the Purchase Price and Payment Terms

(1) Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 30 days from the invoice date.

(2) A payment shall only be deemed made once Channel has access to the amount. If Channel accepts bills of exchange or checks, the payment is only deemed received upon crediting of the amount to Channel's account. In the case of acceptance of a bill of exchange, the purchaser must bear all discount charges and other costs, including applicable VAT, and pay them immediately. Channel assumes no responsibility for timely presentation, protest, or collection of bills or checks; this limitation of liability does not apply in cases of intent or gross negligence by Channel.

(3) Notwithstanding any differing terms of settlement specified by the purchaser, Channel is entitled to offset payments first against older debts. If costs and interest have already been incurred, Channel may first apply the payment to costs, then to interest, and finally to the principal debt.

(4) If the purchaser defaults on payment, Channel is entitled to charge default interest at the respective bank rates and bank fees for open business loans, but at least 8% p.a. above the base interest rate. If Channel can prove a higher damage caused by the delay, Channel is entitled to claim this. However, the purchaser is entitled to prove that Channel incurred no damage or significantly less damage as a result of the delay in payment.

(5) In the event of non-payment when due, and subject to the conditions of § 353 HGB, Channel is entitled to demand interest on maturity at 5% p.a.

(6) If the purchaser is in arrears with its payment obligations for more than four weeks, fails to meet its obligations arising from the retention of title, ceases payment, or applies for the opening of judicial or extrajudicial insolvency or settlement proceedings, all claims shall become immediately due—even if Channel has accepted checks or bills of exchange with a later maturity. In such cases, if Channel has not yet delivered, it is entitled—despite any later agreed maturity—to demand advance payment or the provision of security.

(7) Any advance payments made by the purchaser shall not bear interest.

§ 9 Compensation for Damages / Reimbursement of Expenses

(1) Claims for damages—regardless of the legal basis—are excluded, with the exception of claims for damages under §§ 1 and 4 of the German Product Liability Act (ProdHaftG), unless the damage was caused intentionally or through gross negligence, or the damage is due to the absence of a guaranteed property of the goods. In the event of breaches of essential contractual obligations or in the case of injury to life, body, or health, liability also exists in cases of slight negligence.

(2) Liability is limited to foreseeable and typical contractual damages. This limitation does not apply if the damage was caused intentionally or through gross negligence by Channel's legal representatives or senior executives, or if they have violated essential contractual obligations. The limitation also does not apply if Channel is liable for injury to life, body, or health, or due to having assumed a guarantee for the existence of a certain property of the goods.

(3) Claims for reimbursement of expenses are excluded under the same conditions outlined in paragraph (1) for damages claims.

(4) The above provisions do not involve any reversal of the burden of proof to the disadvantage of the purchaser.

§ 10 Export Control

(1) All goods are generally subject to export licensing requirements, even without specific notice from Channel. The purchaser acknowledges and agrees to comply with German and international export control regulations and restrictions, and undertakes not to sell, export, re-export, transfer, or otherwise make available any products or technical information—either directly or indirectly—to any persons, companies, or countries if such action would violate German or foreign laws or regulations. Furthermore, the purchaser agrees to obtain all necessary export licenses or other documentation prior to exporting any products or technical information received from Channel.

(2) The purchaser also agrees to contractually bind all recipients of products or technical information received from Channel to the same obligations and to inform them of the necessity to comply with applicable laws and regulations. The purchaser shall, at their own expense, obtain all licenses and export/import documentation necessary for the purchase and resale of products ordered from Channel.

§ 11 Cancellation of Contracts

(1) A cancellation of contracts generally requires the prior consent of Channel. If Channel agrees to a cancellation requested by the purchaser, the purchaser is obliged to pay Channel the cancellation fees specified below as a flat-rate compensation, in addition to any mask costs invoiced to Channel by the manufacturer. The cancellation period used to calculate the cancellation fees is determined by the difference between the first delivery date confirmed by Channel and the calendar week in which the purchaser’s cancellation request is received by Channel.

Cancellation Period (weeks) / Cancellation Fee (% of sales price)

0-6 / 100%
7-9 / 80%
10-11 / 60%
12-18 / 25%
ab 18 / 0%

§ 12 Applicable Law, Jurisdiction, Severability

(1) German law shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance is the registered office of Channel.

(3) If the purchaser is a merchant within the meaning of § 38 para. 1 of the German Code of Civil Procedure (ZPO), the place of jurisdiction for all mutual claims and obligations arising from the business relationship—including claims relating to bills of exchange and checks, as well as disputes concerning the origin and validity of the contractual relationship—shall be the registered office of Channel. Each party is also entitled to sue the other party at its general place of jurisdiction.

(4) Should one or more provisions of these General Terms and Conditions or the contracts to which they pertain be or become invalid, the validity of the remaining provisions shall remain unaffected. In such a case, necessary amendments or interpretations shall be made to ensure that the economic purpose of the invalid provision is preserved.