General Terms and Conditions (GTC) of Secure 2 Fiber GmbH

For the sale of products to resellers in commercial dealings between businesses (B2B)

As of: 25 July 2026 · Version 1.0 (draft) · Language: English

Provider

§1 Scope of Application, Contracting Parties and Exclusion of Consumers

1. These General Terms and Conditions apply to all business relationships between Secure 2 Fiber GmbH and its contracting parties (hereinafter “Reseller” or “Buyer”) concerning the purchase and delivery of products.

2. s2f distributes its products exclusively to resellers and other entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). No sale takes place to consumers within the meaning of § 13 BGB. By placing its order, the Reseller warrants that it is acting as an entrepreneur and that it acquires the products for the purpose of resale or for use in its commercial or independent professional activity.

3. Since only entrepreneurs are contracting parties, there is no consumer right of withdrawal. The provisions on consumer contracts and distance selling (in particular §§ 312 et seq., §§ 355 et seq. BGB) do not apply.

4. Conflicting, deviating or supplementary general terms and conditions of the Reseller do not become part of the contract, even if s2f does not expressly object to them or performs delivery without reservation while being aware of such terms. Deviations from these GTC apply only if s2f has expressly consented to them in text form.

5. These GTC, in their respective valid version, also apply to all future transactions with the same Reseller, without s2f having to refer to them again in each individual case.

§2 Subject Matter of the Contract and Products

1. The subject matter of the contracts is the sale and delivery of hardware and software products of the AIM brand as well as related accessories (hereinafter “Products”).

2. The specific scope of delivery and performance results from the offer made by s2f, the order confirmation, the respective product or service description and the price list valid at the time the contract is concluded. Public statements, illustrations and advertising claims are non-binding descriptions and do not constitute guarantees.

3. Software products are provided in accordance with the respective licence terms of the manufacturer. These licence terms apply in addition to these GTC. The Reseller is obliged to pass the licence terms on to its own customers and to ensure their compliance therewith.

4. Statements regarding the characteristics of the Products are to be understood as a guarantee only if s2f expressly designates them as a “guarantee” in text form.

§3 Offer and Conclusion of Contract

1. Offers made by s2f are subject to change and non-binding, unless they are expressly marked as binding.

2. The Reseller’s order constitutes a binding offer to enter into a contract. s2f may accept this offer within ten (10) working days. Acceptance is effected by order confirmation in text form or by delivery of the Products.

3. The contract is concluded upon order confirmation by s2f or upon delivery of the Products. The order confirmation is decisive for the content of the contract.

4. Collateral agreements, amendments and supplements to the contract require text form to be effective.

§4 Prices and Payment Terms

1. The prices set out in the offer or in the price list of s2f valid at the time the contract is concluded apply. All prices are net in euros, plus the statutory value added tax applicable in each case. Unless otherwise agreed, the prices are ex warehouse and exclusive of packaging, shipping, insurance, customs duties and other charges.

2. Invoices are due for payment immediately upon receipt without deduction, unless a different payment term is stated on the invoice.

3. If the Reseller defaults on payment, s2f is entitled to charge default interest at a rate of nine (9) percentage points above the respective base interest rate of the Deutsche Bundesbank (§ 288 (2) BGB) as well as a default lump sum of EUR 40 (§ 288 (5) BGB). Reminder costs and the assertion of further damages caused by default remain reserved.

4. If the Reseller is more than 30 days in default with due payments, or if circumstances become known after conclusion of the contract that seriously call into question the Reseller’s solvency, s2f is entitled to withhold outstanding deliveries, to demand advance payment or the provision of security for further deliveries and, after setting a reasonable grace period, to withdraw from the contract.

5. The Reseller may set off only against undisputed claims or claims that have been established with final and binding effect. The Reseller is entitled to a right of retention only insofar as its counterclaim is based on the same contractual relationship.

6. s2f is entitled to adjust the prices at its reasonable discretion (§ 315 BGB) in line with the development of the relevant costs, in particular in the event of changes in procurement, energy, freight, labour or manufacturer costs. Prices of orders not yet executed or already confirmed remain unaffected. Changes to the price list are communicated to the Reseller in text form.

§5 Delivery, Shipping and Passing of Risk

1. Unless otherwise agreed, delivery is made ex warehouse of s2f. The Reseller bears the costs of packaging, shipping and insurance, unless expressly agreed otherwise.

2. Delivery dates and delivery periods are binding only if s2f has expressly confirmed them as binding in text form. Partial deliveries are permissible insofar as they are reasonable for the Reseller.

3. Shipping is carried out at the account and risk of the Reseller. In the case of a sale involving shipment, the risk of accidental loss and accidental deterioration of the goods passes to the Reseller upon handover to the forwarding agent, the carrier or the person or entity otherwise designated to carry out the shipment (§ 447 BGB). If the Reseller collects the goods itself, the risk passes upon provision of the goods and notification of readiness for collection.

4. Events of force majeure as well as unforeseeable delivery and operational disruptions for which s2f is not responsible (in particular supply chain interruptions, strikes, official measures or failure of upstream suppliers to deliver despite a proper covering transaction) extend the delivery periods by the duration of the impediment. s2f informs the Reseller without undue delay. If performance becomes permanently impossible, both parties are entitled to withdraw from the contract.

5. If the Reseller is in default of acceptance, s2f is entitled to demand compensation for the expenses arising therefrom, including reasonable storage costs.

§6 Retention of Title (Extended and Expanded)

1. The delivered Products (goods subject to retention of title) remain the property of s2f until full payment of all claims of s2f arising from the ongoing business relationship with the Reseller (expanded retention of title).

2. The Reseller is entitled to resell the goods subject to retention of title in the ordinary course of business, as long as it is not in default of payment. Pledging, transfer by way of security or any other encumbrance of the goods subject to retention of title in favour of third parties is not permitted.

3. The Reseller hereby assigns to s2f all claims arising from the resale of the goods subject to retention of title, together with all ancillary rights, in the amount of the invoice value of the delivered Products (extended retention of title). s2f accepts this assignment. The Reseller is authorised, subject to revocation, to collect the assigned claims in its own name. s2f may revoke this collection authorisation if the Reseller does not properly meet its payment obligations.

4. If the goods subject to retention of title are processed, reshaped, combined with or intermixed with other items, s2f acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other processed or combined items.

5. In the event of access by third parties to the goods subject to retention of title or to the assigned claims, in particular in the event of seizures, the Reseller must notify s2f without undue delay and inform the third party of the ownership of s2f.

6. In the event of conduct by the Reseller in breach of contract, in particular default of payment, s2f is entitled, after the unsuccessful expiry of a reasonable grace period, to withdraw from the contract and to demand the return of the goods subject to retention of title.

7. If the realisable value of the securities exceeds the claims to be secured by more than 10 percent, s2f will, at the Reseller’s request, release securities of its own choosing.

§7 Duty to Inspect and Give Notice of Defects, Warranty

1. The purchase constitutes a commercial transaction for both parties. The Reseller must inspect the delivered Products without undue delay after delivery and give notice of recognisable defects without undue delay, at the latest within seven (7) working days after delivery, in text form. Hidden defects must be notified without undue delay after discovery, at the latest within seven (7) working days after discovery. If the Reseller fails to inspect or give notice in due time, the goods are deemed approved in accordance with § 377 of the German Commercial Code (HGB).

2. If a Product is defective, s2f is initially entitled and obliged to subsequent performance. s2f has the choice between remedying the defect and delivering a defect-free item.

3. If subsequent performance fails, is impossible or is refused by s2f, the Reseller may, at its choice, reduce the purchase price or, if the statutory requirements are met, withdraw from the contract. Claims for damages are governed exclusively by § 11.

4. The limitation period for claims based on defects is twelve (12) months from the passing of risk. This does not apply in cases of intent, fraudulent concealment, injury to life, body or health, in the case of claims under the Product Liability Act, in the case of the assumption of a guarantee, as well as in the cases of statutory supplier recourse.

5. The Reseller’s statutory recourse against s2f pursuant to §§ 445a, 445b, 478 BGB remains unaffected insofar as the Reseller, as a buyer in a supply chain, ultimately delivered to a consumer at the end. In this respect, the statutory periods apply.

6. Warranty claims do not exist in the case of improper handling, storage or use, in the case of unauthorised interventions or modifications by the Reseller or third parties, as well as in the case of normal wear and tear. In the case of software products, a defect exists only if the deviation from the service description is reproducible and impairs usability more than insignificantly.

§8 Status of the Reseller and Resale

1. The Reseller purchases and sells the Products in its own name and for its own account. There is no commercial agency, commission or employment relationship and no partnership between s2f and the Reseller. The Reseller is an independent entrepreneur.

2. The Reseller is not authorised to make declarations, enter into obligations, receive payments or make guarantees and commitments in the name or for the account of s2f. It may not create the appearance of such authority to represent.

3. The Reseller determines its resale prices and terms of sale vis-à-vis its own customers freely and on its own responsibility. No resale price maintenance takes place.

4. The Reseller is itself responsible for ensuring that its resale complies with all statutory requirements applicable to it, in particular consumer protection, warranty, withdrawal and product labelling law vis-à-vis its own customers.

5. The Reseller indemnifies s2f against all claims by third parties resulting from a breach of duty by the Reseller vis-à-vis its own customers or from a resale in breach of contract for which the Reseller is responsible.

§9 Use of Trademarks and Signs (AIM)

1. All trademarks, logos, product designations and other signs, in particular the “AIM” brand, as well as all copyright and other intellectual property rights remain with s2f or the respective rights holders. By purchasing the Products, the Reseller acquires no rights to these signs.

2. The Reseller may use the trademarks and signs of s2f exclusively for the advertising and distribution of the original products sourced from s2f. Any use beyond this requires the prior written approval of s2f and must be oriented towards the respectively valid trademark and design guidelines (corporate identity) of s2f.

3. The Reseller may neither alter nor remove trademarks, type designations, serial numbers and other signs on the Products. Relabelling or rebranding of the Products is not permitted without the prior written consent of s2f.

4. Upon termination of the business relationship, the Reseller must cease any use of the trademarks and signs of s2f, insofar as such use is not necessary for the sell-off of remaining original goods still in stock.

§10 Export Control and Embargo

1. The Products may be subject to the export control and embargo provisions of the European Union, the Federal Republic of Germany and, where applicable, further states, in particular the EU Dual-Use Regulation as well as the Foreign Trade and Payments Act (Außenwirtschaftsgesetz) and the Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung).

2. The Reseller undertakes, in the event of a resale, transfer or any other export or shipment of the Products, to comply with all applicable export, import and customs regulations. It is itself responsible for obtaining any required permits.

3. The Reseller will neither directly nor indirectly supply the Products to sanctioned states, persons or organisations and will not make them available for prohibited end uses (in particular in connection with armaments or weapons of mass destruction). Any circumvention of export control or sanction provisions is prohibited.

4. s2f is entitled to make the performance of a contract conditional on the submission of permits or end-use declarations and to refuse or suspend execution insofar as export control or sanction law provisions conflict therewith. A delivery delay caused thereby does not give rise to any claims of the Reseller against s2f.

5. The Reseller indemnifies s2f against all claims and disadvantages resulting from a violation of export control or sanction provisions for which the Reseller is responsible.

§11 Liability

1. s2f is liable without limitation in cases of intent and gross negligence, in cases of fraudulent concealment, in the case of the assumption of a guarantee, in the case of culpable injury to life, body or health, as well as under the Product Liability Act.

2. In the case of a slightly negligent breach of a material contractual obligation (cardinal obligation), the liability of s2f is limited to the foreseeable damage typical for the contract at the time the contract was concluded. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Reseller may regularly rely.

3. In all other respects, the liability of s2f for slight negligence is excluded. This applies in particular to lost profit, savings not realised and indirect damage.

4. Liability for loss of data or damage to data is limited to the effort that would have been necessary to restore the data in the case of proper and regular data backup.

5. The foregoing limitations of liability also apply in favour of the legal representatives, employees and vicarious agents of s2f.

6. In the event of force majeure (for example war, terrorism, natural disasters, pandemics, strikes, officially ordered operational restrictions, shortages of energy or raw materials, or failure of transport routes), s2f is released from its obligation to perform for the duration of the impediment. A claim for damages by the Reseller does not arise as a result.

§12 Confidentiality and Data Protection

1. The contracting parties undertake to maintain silence regarding all confidential information that becomes known to them within the scope of the business relationship, in particular trade and business secrets of the other contracting party, and neither to disclose nor otherwise exploit such information. This applies vis-à-vis any unauthorised third parties, including unauthorised own employees, insofar as disclosure is not necessary for the proper performance of the contract. The confidentiality obligation continues to exist even after termination of the contract.

2. The contracting parties process personal data of the respective other contracting party only in compliance with the applicable data protection laws, in particular the General Data Protection Regulation, and only for the contractually agreed purposes. They secure this data against unauthorised access. Insofar as processing on behalf of another takes place, this is to be governed by a separate data processing agreement.

§13 Amendment of these GTC

1. s2f is entitled to amend or supplement these GTC with effect for the future, insofar as this is necessary in order to adapt them to changed legal or technical framework conditions and the Reseller is not thereby unreasonably disadvantaged.

2. s2f communicates the amended terms to the Reseller in text form no later than six (6) weeks before their planned entry into force. The amendments are deemed approved if the Reseller does not object to them in text form within six (6) weeks of receipt of the notification. In the notification, s2f informs the Reseller of the significance of silence and of the time of entry into force.

3. If the Reseller objects in due time, the previous terms continue to apply to contracts already concluded.

§14 Law and Place of Jurisdiction

1. For all disputes arising from or in connection with this contractual relationship, the registered seat of s2f is the exclusive place of jurisdiction, provided the Reseller is a merchant, a legal person under public law or a special fund under public law. s2f is also entitled to sue the Reseller at the Reseller’s general place of jurisdiction.

2. The place of performance for all services is the registered seat of s2f, unless otherwise agreed.

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

§15 Final Provisions

1. The Reseller may transfer rights and obligations under this contract to third parties only with the prior written consent of s2f. s2f is entitled to transfer rights and obligations under this contract to an affiliated company or another third party, provided that performance in accordance with the contract is ensured by that party’s qualification and capability.

2. Amendments and supplements to this contract as well as collateral agreements require text form. Insofar as written form is prescribed by law, this applies. This also applies to the amendment or cancellation of this form clause itself.

3. Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected thereby. In place of the invalid or unenforceable provision, the statutory regulation shall apply. The same applies in the case of a gap in the provisions.

End of the draft. — Secure 2 Fiber GmbH, Am Brambusch 24, 44536 Lünen. This draft must be reviewed by a lawyer prior to publication.