The official
SycoTec GmbH
distributor in the US.

Scope and Validity

1. These General Terms and Conditions ("GTC") govern the conclusion, content, performance and termination of contracts for the sale of products ("Products") and provision of services ("Services"), if applicable, by Syco US LLC ("Syco").
2. These GTC are deemed to be accepted if the purchaser ("Purchaser") of the Products and Services, if any, orders from Syco and reference is made to them in an Offer, as defined herein, order confirmation ("Order Confirmation"), upon acceptance of the Products, or any other separate contractual agreement, whichever occurs first. All Orders, as defined herein, related to any of the foregoing shall be subject to these GTC unless otherwise provided by Syco. Any terms and conditions or similar instruments of the Purchaser are explicitly excluded.
3. These GTC, together with all relevant documentation such as proposals, offers, estimates or quotations (including referenced documents) (collectively, an "Offer") from Syco, and all accepted orders placed by the Purchaser for the Products and Services (an "Order") along with any other order specific Syco terms and conditions and other relevant documents, as determined by Syco, constitute the contract ("Contract") between Syco and the Purchaser (collectively, the "Parties" and each individually a "Party"). The application of these GTC may only be varied by agreement in writing between the Parties.

Offer and Order

1. Offers made by Syco are, unless stated otherwise in such documents, subject to these GTC.
2. An Offer submitted by Syco, which is not binding but rather an invitation for the Purchaser to place an Order, is valid three (3) business days, or as otherwise stipulated in writing by Syco. The Offer may be subject to amendment or alteration at any time by Syco prior to Syco's acceptance of an Order.
3. Any drawings, plans, measurements, proposals or any samples or other property provided by Syco as part of or related to an Offer or information which is generally accessible, including any press releases or advertisements shall be solely for illustration purposes, and in no way constitute binding terms, and unless otherwise set forth in writing remains the exclusive property of Syco, which, if applicable, are to be promptly returned upon request.
4. If an Order alters or deviates from the corresponding Offer or the Order Confirmationprovided by Syco, the Order Confirmation, applies, unless the Purchaser objects, in writing, to Syco within two (2) business days of the Purchaser's receipt thereof. Any alteration or deviation by Purchaser shall not binding until and unless Syco confirms the new terms in writing. Syco's silence shall not be deemed to be acceptance of any altered terms.
5. An Order placed by the Purchaser becomes a Contract only upon its acceptance by Syco. Syco's acceptance of any Order lodged by the Purchaser may be in writing or by Syco delivering the Products and/or performing the Services which are the subject of an Order. However, any terms and conditions contained in any Order or other document issued by the Purchaser will not form part of the Contract unless they are expressly accepted by Syco in writing.
6. Once accepted by Syco, Orders may not be cancelled or varied by the Purchaser without the prior written consent of Syco.
7. Syco reserves the right to correct any errors or omissions in its Offers, Order Confirmations or invoices.
8. Purchaser shall bear all costs associated with the cancellation or modification of an Order.

Sale of Products

1. Any dates or other specifications unless explicitly agreed to by Syco are only estimates or based on applicable industry standards, as determined by Syco, and subject to change at any time. Without limiting the generality of the foregoing, in the event of a material increase, as determined by Syco, in the cost of raw materials or other cost, Syco may at any time increase or otherwise adjust previously set prices upon providing notice thereof to the Purchaser; provided that such notice shall be considered part of Syco's regular course of business and may be transmitted via email or other electronic transmission.
2. Syco may without prior notice to Purchaser determine and change its vendors, suppliers and other involved third parties.
3. Unless otherwise set forth in an Offer, Syco will sell the Products in accordance with its then current policies and prices.
4. Syco may from time to time and at its sole discretion implement reasonable changes to the Products; provided that if these changes materially affect the requirements and/or specifications agreed upon by the Parties, Syco shall provide written notice to Purchaser.

Provision of Services

1. Upon Purchaser's request, and if separately agreed to in writing by the Parties, Syco may perform Services. The performance of Services is subject to compliance with all obligations set forth under Section 5. Unless otherwise expressly agreed to in writing, any statements or other communication by Syco or its personnel shall not constitute consulting or other Services, and shall not warrant any expectation. Any reliance on any statements or other communication by Syco or its personnel shall be at the Purchaser's sole risk.
2. Syco reserves the right to sub-contract all or any portion of the performance of the Services thereof to any other person in its sole discretion. In such case, Syco remains responsible to the Purchaser for the performance of Services by such third party.
3. Upon request, Purchaser shall confirm in writing in the form determined by Syco, the work performed during a particular time period.
4. If Syco determines, at its sole discretion, that the sale of Products and provision of Services will have detrimental effects on its operations or otherwise, Syco may suspend any Order. Should Purchaser fail to cure any of its concerns, Syco may, in addition to any other remedies available, including but not limited to Section 13, terminate any and all Order(s).

Purchaser Obligations

1. Shipment of Products and performance of Services is contingent upon Syco's satisfaction of Purchaser's full compliance of all applicable obligations.
2. Purchaser shall respond promptly to any Syco request to provide direction, guidance on delivery and other relevant information, including but not limited to data and specifications, approvals, authorizations or decisions that are reasonably necessary for Syco to provide the Products and perform Services in accordance with the requirements of the Contract.
3. Purchaser shall provide such materials, or information as Syco may request to create the Products and/or perform the Services in a timely manner and ensure that materials or information are complete and accurate in all respects.
4. Purchaser shall be solely responsible to determine the fitness of the Products for particular purposes and engage services providers and/or professionals for verification thereof

Purchaser's Acts or Omissions

Shipments; Delivery; Acceptance, Risk of Loss

1. Unless otherwise agreed to in writing and subject to Purchaser's compliance with all obligations under the Contract, including but not limited to required releases and pre-payments, where applicable, Syco will deliver or cause delivery of the Products at the sole cost and risk to the Purchaser, or at its then current standard shipping rates, which are subject to change at any time for each accepted Order. The current standard shipping terms of Syco are Free Carrier (FCA) or ExWorks (EXW) at Syco's facility in Cumming, Georgia (Incoterms 2020).
2. Purchaser will be responsible for (a) ensuring safe access to designated premises, (b) offloading Products, (c) any damages arising in this process, and(d) for fees, as determined by Syco, arising out of delays in offloading.
3. In addition to any shipping costs hereunder and unless otherwise agreed to by Syco, Purchaser shall be solely responsible for all other costs arising out of the delivery of the Products, including but not limited to governmental fees, insurance and disposal of any packaging materials.
4. Unless otherwise set forth in writing, Syco, at the sole cost of the Purchaser, will prepare and mark relevant Products in a manner determined by Syco and include customary shipment documentation.
5. Syco will use reasonable endeavors to meet any shipping and/or delivery dates, but such date or time is a bona fide estimate only and is not to be construed as a fixed date or time unless specifically agreed to by Syco in writing. If a fixed date is agreed upon, any delivery obligations shall be subject to Purchaser's full compliance with the separately agreed upon terms in addition to these GTC.
6. Upon receipt and whether or not samples, or illustration materials have been provided, Purchaser shall immediately inspect the Products, but in any event no later than two (2) business days after delivery, and notify Syco of any defects or errors, including substantial deviations in writing. Any defect notice shall include substantiating evidence, such as photographs and descriptions of supposed insufficiencies. If no defects are reported as set forth herein, the Products are deemed to be accepted. If Purchaser provides notice of any defects or errors within the aforesaid time period or in the event after acceptance of the Products, Purchaser discovers latent defects and provides written notice thereofwithin two (2) business days, Syco may remedy such defects subject to the terms and conditions of the Contract. For the avoidance of doubt, Purchaser shall be solely responsible for any defects that should have been discovered prior to installation or other utilization of the Products, as determined by Syco, or that are caused by insufficient storage or handling following delivery.
7. Any minor deviations shall not constitute a defect or error.
8. Unless timely requested and separately agreed upon, Syco will not provide insurance coverage or any other protection for the shipment of the Products. If requested by Purchaser and accepted by Syco, Syco will procure insurance for the delivery at the sole cost to Purchaser.
9. Risk of loss or damage for all Products will pass to Purchaser upon Syco making such Products available to a carrier regardless of the shipping method. In case of a delay at no fault of Syco, risk of loss or damage for all Products will pass to Purchaser upon Syco's readiness to ship. Any damages to stored Products after Syco's readiness to ship, shall be the sole responsibility of the Purchaser.
10. Without limiting any of responsibilities set forth herein, Syco may charge Purchaser for storage of any Products at its then current prices.
11. From time to time and at its sole discretion, Syco may make partial shipments of Products to the Purchaser and issue separate invoices for such shipments. Any defects or errors in partial shipments shall be limited to those affected Products and not the entire underlying Order.
12. Without waiving any of the restrictions to terminate an Order set forth herein, in the event Purchaser notifies of intent not to accept Products or Services or otherwise cause a delay, Purchaser shall be solely responsible for any and all damages, including reasonable attorneys' fees, arising therefrom. If Purchaser request a change in delivery, Syco may agree to a rescheduling subject to separate remuneration all costs associated therewith.
13. Unless otherwise set forth herein and authorized by Syco, return of the Products or similar processes are explicitly excluded.

Remuneration

1. Unless otherwise agreed to in writing or set forth in an Order Confirmation, the prices for the Products and Services are in US Dollars and based on the then current Syco standards, excluding sales tax or any other tax, duty, levy, tariff or other costs apart from the Product, including but not limited to any material and technical documentation, if any, parts and otherelements, which may be added to the remuneration owed by the Purchaser.
2. In the event Syco expressly grants Purchaser the right to pay amounts under the Contract by check or another method, Purchaser shall be solely responsible for any fees arising therefrom.
3. In the event the Products are to be shipped and Services to be performed at a later time, Syco reserves the right to adjust prices based on its then current standards or other internal policies.
4. If Purchasers requests quantities of Products in excess of those set forth in an Offer or Order Confirmation, Syco may reject such requests or charge the additional Products at its then current prices.
5. In accordance with the provision in Section 2.2 of these GTC, Syco explicitly reserves the right at any time prior to accepting an Order to alter, with notice in writing to the Purchaser, the price of the Products and/or Services.
6. Unless otherwise agreed to in writing, Purchaser shall be solely responsible for all of Syco's and/or its employee's expenses and cost arising out of or relating to the performance of Services, including but not limited to travel, meals and lodging.

Taxes

Terms of Payment

1. Unless otherwise agreed between the Parties, all payments are due in full, payable to Syco immediately upon receipt of an invoice, but in no event later than thirty (30) calendar days from the invoice date or the date when the Purchaser receives the invoices, whichever is earlier ("Due Date"). Notwithstanding the foregoing, Syco reserves the right to implement other payment methods, including but not limited to upfront or partial pre-payments, and cancel without notice any discounts, rebates and the like.
2. All payments must be received by the Due Date or at a specific date for alternative payment methods as set forth in Section 10.1, in each instance a form acceptable to Syco, even if the delivery of Products and performance of Services is delayed for reasons for which Syco is not responsible or slight corrections are necessary. Payment shall only be deemed received if the outstanding funds are disposable by Syco.
3. Should the Purchaser fail to pay within the time frame specified in Section 10.1 of these GTC, Syco may:
   1. impose a service charge on the unpaid balance at one point five percent (1.5%) per month (i.e., eighteen percent (18%) per annum), or the maximum rate permitted by law, from the Due Date until the invoice and all service charges thereon have been paid in full. If allowed by applicable law, Purchaser shall also pay on demand any costs incurred by Syco (including reasonable attorneys' fees and legal expenses) in connection with the collection of any amounts due from Purchaser to Syco which are not paid as agreed herein;
   2. request prepayment of the entire amount due for all future Orders;
   3. demand any assurances or securities concerning Purchaser's ability to make all payments for the Contract;
   4. refuse to make any further deliveries under the Contract until the amount due has been fully paid; and/or
   5. treat the failure of the Purchaser to make payments as a repudiation of the Contract by the Purchaser if the amount due remains unpaid after providing seven (7) calendar days' notice to the Purchaser of such breach and an opportunity to rectify the breach. Such repudiation shall entitle Syco to elect, without prejudice to any other rights of Syco to terminate the Contract in whole or in part (including any Order or part thereof) and, in either case, to recover damages for the breach of the Contract.
4. Without limiting any other rights, Syco may utilize the remedies set forth under Section 10.3, in case the Purchaser's financial viability or credit worthiness is; (a) less stable than expected at the time of an Order Confirmation, (b) has substantially deteriorated, or (c) will likely deteriorate substantially in the near future.
5. The Purchaser is not entitled to withhold any payment as set off, counterclaim or retention unless the terms and conditions of such set off or retention are agreed to in writing by Syco prior to the performance of the Services or delivery of the Products, or upon written acceptance of the relevant amounts by Syco.
6. Any claim for defects or warranty issues shall not relieve a Purchaser from its payment obligations.
7. In case Purchaser has incurred any services charges, Syco, in its sole discretion, may credit any future payments first towards such charges as well as any other outstanding amount(s).

Force Majeure

1. Syco shall not be held responsible for failure to perform or delay in performing any of its contractual obligations if such failure or delay is due to unforeseeable events beyond Syco's reasonable control ("Force Majeure"), including but not limited to acts of God, war, insurrection, pandemics, epidemics, outbreak of an infectious disease in any relevant area, sabotage, labor disputes, strikes, lock- outs, shortages of labor, interruption or delays in transportation, fire, explosion, equipment or machinery breakdown, failure or delays of Syco's source of supply, shortage in material or energy, acts, orders or priorities of any government, embargo and any other cause whether arising from natural causes, human agency or anything beyond the reasonable control of Syco.
2. Syco shall notify the Purchaser in writing within one (1) week following the occurrence of any event of Force Majeure citing this Section 11 in said notice and shall supply all relevant information about its effects on the performance of the Contract.
3. Unless otherwise agreed in writing between the Parties, if Syco is unable to perform the Contract because of Force Majeure, Syco is temporarily excused from performance while the incident of Force Majeure is occurring and shall perform as soon as reasonably possible after the incident ends. The duration of the incident of Force Majeure shall be added to the time of performance granted to Syco. Syco shall not be subject to damage claims.
4. In case the duration of Force Majeure exceeds six (6) months, the Parties will have the right to terminate the Contract immediately. Contractual obligations performed up to such date of termination along any actually incurred expenses of Syco related to its performance hereunder shall be remunerated. If the purchase price has been paid by the Purchaser in full, Syco will refund the fees paid less the accrued cost and expenses of the contractual obligations.

Place of performance

Termination

1. In addition to any other remedies that Syco may have in law, Syco may terminate or suspend the Contract or any part thereof if the Purchaser:
   1. fails to pay any amount by the Due Date and such failure continues for fourteen (14) calendar days after the Purchaser's receipt of a written notice demanding payment ("Notice of Demand") from Syco;
   2. has not otherwise performed or complied with any of the terms and conditions of this Contract in whole or in part; and/or
   3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors or otherwise deteriorates financially.
2. If the Contract (or parts thereof) is terminated, as specified in Section 13.1 of these GTC:
   1. Syco will have an immediate right to remove the Products from relevant premises;
   2. Purchaser shall return or destroy any and all information provided by Syco; and
   3. all other outstanding amounts owed to Syco by the Purchaser as well as any costs arising out of damages from the return or retrieval of the Products shall be due and payable by the Purchaser on demand by Syco, per the terms of the Notice of Demand from Syco.

Limited Warranty

1. ABSENT A SEPARATE WARRANTY ISSUED TO PURCHASER, SYCO WARRANTS ONLY TO THE PURCHASER THAT THE PRODUCTS WILL CONFORM TO ANY DESCRIPTION CONTAINED IN THE RELEVANT OFFER OR ORDER CONFIRMATION (IF ANY) FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF DELIVERY. FOR ANY PRODUCTS REPAIRED BY SYCO, THE LIMITED WARRANTY SHALL BE SIX (6) MONTHS FROM THE DATE OF DELIVERY. SERVICES SHALL BE PERFORMED IN A COMPETENT AND DILIGENT MANNER IN ACCORDANCE WITH ANY MUTUALLY AGREED SPECIFICATIONS. NOTWITHSTANDING THE FOREGOING, SYCO MAY ADOPT OR CHANGE STANDARDS FROM TIME TO TIME.
2. SUBJECT TO ALL APPLICABLE LIMITATIONS, IF THE PRODUCTS SUPPLIED OR SERVICES PERFORMED BY SYCO DO NOT SATISFY THE WARRANTIES SPECIFIED IN SECTION 14.1 ABOVE, THE PURCHASER SHALL PROMPTLY, BUT NO LATER THAN TWO (2) BUSINESS DAYS AFTER SUCH A DEFECT SHOULD HAVE BEEN KNOWN NOTIFY SYCO IN WRITING. IN THE SCOPE OF SUCH A NOTICE, PURCHASER SHALL PROPERLY SUBSTANTIATE THE ALLEGED DEFECTS. ONCE A DEFECT HAS BEEN DETECTED, PURCHASER SHALL NOT HANDLE THE RELEVANT PRODUCTS AND CAUSE A THIRD PARTY IN POSSESSION OF THE PRODUCTS TO COMPLY WITH THE REQUIREMENTS SET FORTH HEREIN. SUBJECT TO COMPLETE COMPLIANCE WITH THE FOREGOING AND UPON INSPECTION OF THE PRODUCTS AS WELL AS A DETERMINATION THAT AN APPLICABLE DEFECTEXISTS, UNLESS OTHERWISE SET FORTH IN THE INSTRUCTIONS FOR USE OR OTHER SUPPORTING DOCUMENTATION, SYCO SHALL, AT NO COST TO THE PURCHASER, AT ITS OPTION:
   1. REPAIR SUCH PRODUCTS;
   2. SUPPLY A REPLACEMENT; OR
   3. PERFORM REMEDIATING SERVICES.
   IF SYCO DETERMINES THAT NO APPLICABLE DEFECT EXISTS, PURCHASER AGREES TO REIMBURSE SYCO FOR ANY AND ALL COSTS ARISING OUT OF OR RELATING TO ITS WARRANTY CLAIM. THIS WARRANTY DOES NOT EXTEND TO SHIPPING AND RELATED COSTS INCURRED BY THE PURCHASER.
3. THE WARRANTY DOES NOT APPLY IN RESPECT OF DEFECTS DUE TO OR ARISING FROM:
   1. INCORRECT OR NEGLIGENT HANDLING BY THE PURCHASER OR A THIRD PARTY, INCLUDING ANY HANDLING OR OTHER ACTIONS RELATED TO ALLEGEDLY DEFECTIVE PRODUCTS, ACCIDENT, ACTS OF GOD, CAUSES BEYOND SYCO'S CONTROL, AND UNAUTHORIZED USAGE OF THE PRODUCTS;
   2. NORMAL WEAR AND TEAR;
   3. ALTERATION UNLESS AUTHORIZED BY Syco; AND
   4. ANY ACTIONS WHICH ARE IN CONFLICT WITH SYCO'S INSTRUCTIONS.
4. WITHOUT LIMITING ANY OTHER EXCLUSIONS HEREIN, IF (a) THE PRODUCTS ARE NOT PROPERLY STORED, OR (b) ASSEMBLY OF THE PRODUCTS IS NOT CONDUCTED PURSUANT TO THE SPECIFICATIONS, DIRECTIONS AND DETAILS CONVEYED BY SYCO, IF ANY, AS WELL AS ALL APPLICABLE LAWS, CODE, REGULATIONS AND OTHER REQUIREMENTS, PURCHASER SPECIFICALLY AGREES TO ASSUME ALL RESPONSIBILITY FOR, AND SYCO DOES NOT WARRANT AGAINST, ANY COSTS, EXPENSES, OR CLAIMS THAT ARISE DUE TO DEFECTS OR VARIANCES IN THE PRODUCTS.
5. IN CASE SYCO DISCOVERS A DEFECT IN THE PRODUCTS, PURCHASER SHALL GRANT SYCO ALL NECESSARY ACCESS TO THE PRODUCTS TO PERFORM ANY REPAIRS OR REPLACEMENTS.
6. WITH REGARDS TO SERVICES, THIS EXPRESS WARRANTY ONLY APPLIES IF:
   1. DEFECTS OCCUR WITHIN THIRTY (30) DAYS AFTER THE SERVICES HAVE BEEN PERFORMED;
   2. SYCO IS NOTIFIED IN WRITING WITHIN TWO (2) BUSINESS DAYS OF THE ALLEGED DEFECT FIRST COMING TO THE NOTICE OF THE PURCHASER; AND
   3. THE PURCHASER HAS FULFILLED ALL OF ITS CONTRACTUAL OBLIGATIONS UNDER THE CONTRACT.
7. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY SAMPLES, DRAWINGS,SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO PURCHASER AS WELL AS THE PRODUCTS EXCEPT AS SET FORTH HEREIN ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY.
8. THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS OF SYCO SET FORTH IN THESE GTC ARE IN LIEU OF, AND SYCO DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PRODUCTS AND SERVICES HEREUNDER, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, INCLUDING FOR INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY RELATING TO PRODUCTS CREATED IN ACCORDANCE WITH PURCHASER'S OR A THIRD PARTY'S SPECIFICATIONS OR REQUESTS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE. SYCO HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN PURCHASER.14.10 WITHOUT LIMITING THE FOREGOING, SYCO EXPRESSLY DISCLAIMS, AND PURCHASER EXPRESSLY WAIVES, ANY WARRANTY OR EXPECTATION FOR FITNESS FOR THE PRODUCTS, AND PURCHASER SHALL BE SOLELY RESPONSIBLE TO ENSURE THE PRODUCTS MEET ITS REQUIREMENTS AS WELL AS ANY DAMAGES RESULTING THEREFROM.

Limitation of Liability

1. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THE CONTRACT TO THE CONTRARY, SYCO SHALL NOT BE LIABLE (TO THE FULLEST EXTENT PERMITTED AT LAW) WHETHER BY WAY OF INDEMNITY, GUARANTEE, OR BY REASON OF ANY BREACH OF CONTRACT, OR OF STATUTORY DUTY OR BY REASON OF TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL PRINCIPLE OR DOCTRINE FOR:
   1. ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES;
   2. ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE OR LOSS OF ANTICIPATED SAVINGS OR FOR ANY FINANCIAL OR ECONOMIC LOSS (WHETHER DIRECT OR INDIRECT); OR
   3. ANY OTHER AMOUNT IN AGGREGATE WITH ANY OTHER LIABILITY (BEING ANY PAST, PRESENT OR FUTURE LIABILITY) TO WHICH THIS SECTION APPLIES, THAT EXCEEDS THE AGGREGATE VALUE OF ALL PAYMENTS OF THE AMOUNTS PAID TO SYCO FOR A RELEVANT ORDER OR IN A TWELVE (12) MONTH
   PERIOD PRECEDING THE DISPUTE, WHICHEVER IS LOWER.
2. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

Insurance

Intellectual Property Rights

1. Intellectual property rights, in any form or manner, in or related to the Products, quotations, drawings, samples, plans, proposals, processes, tools, or any other property as well as any derivatives therefrom, whether or not based on specifications or instructions by Purchaser, as well as any related rights or title, remain and shall become the exclusive property of Syco or its affiliates.
2. To the extent relevant, any software in or accompanying the Products (the "Software") is and remains the sole property of Syco. Syco hereby grants to Purchaser a revocable, non-exclusive, non- sublicensable, non-transferable license to use the Software, other intellectual property of Syco and any instructions and other documentation as along asaccess to the Software remain valid, solely for Purchaser's internal business purposes in connection with its use of the Software. The Purchaser shall refrain from and cause its personnel to refrain from distributing or other make publicly available access to the Software, and the documentation or instructions for use of the Software.
3. The Purchaser shall at its sole cost ensure ability to use the Software, including but not limited to any hardware and software, and maintain adequate security measures for its IT infrastructure. Any delays, costs or damages resulting from the Purchaser failing to meet the requirements of the Software or being unfamiliar therewith are the sole responsibility of the Purchaser.
4. Purchaser shall not reverse-engineer or any other way alter the Products or Software without Syco's prior written consent.
5. If Syco creates Products in accordance with Purchaser's instructions, Purchaser shall ensure that such instructions and resulting Products do not infringe on any third party rights. In furtherance of Section 14.8, Purchaser shall be solely liable for any damages or other costs arising from a third party claim related to infringement of intellectual property rights on Products created in accordance with Purchaser's or a designated third party's specifications or requests.

Security Interest

1. To the extent that title to a Product passes to Purchaser before full payment and to ensure compliance with all of its obligations hereunder, Purchaser grants to Syco a security interest until all amounts due have been paid in full, in each case in good, collected and indefeasible funds (the "Release Date") in (a) all Products purchased in accordance with these GTC; (b) without in any way limiting any restrictions herein, any and all leases, chattel paper, instruments, accounts and security deposits relating in any way to such Products; and (c) in all proceeds thereof (the "Collateral"). Purchaser acknowledges that the security interest granted under these GTC is a purchase money security interest under the Uniform Commercial Code as enacted in the State of Georgia or another US state where Products will be located ("UCC").
2. Purchaser expressly authorizes, ratifies and confirms past or future filings of one or more UCC financing statements or other documents by Syco or its designees to the extent deemed necessary or desirable by Syco. Such financing statements or documents may describe the Collateral in the manner in which Syco determines best protects Syco'sinterests in the Collateral and facilitates the future sale of Products.
3. In case Purchaser integrates or otherwise utilizes the Products in connection with the creation or modification of products or improvement of property (collectively, the "New Products"), Syco shall retain all available rights in the Products. Purchaser shall at its sole cost ensure that the New Products are jointly owned by Syco and Purchaser until the Release Date.
4. Until the Release Date, Purchaser may only sell or utilize the Products or New Products in its normal course of business and refrain from shipping any Products or New Products outside of the United States; provided that Purchaser shall (a) ensure Syco's rights in the Products and New Products and assigns all receivables from such sale on a pro rata basis to Syco, and (b) refrain from granting any rights to the receivables to any third party in any manner, including but not limited to financing or factoring models.
5. Until the Release Date and without limiting any other rights, in case Purchaser's financial viability deteriorates or will likely deteriorate as set forth under Section 10.4, Syco shall be entitled to directly receive payment for any sale of the Products or New Products from Purchaser's customers from such sale on a pro rata basis. In order to implement the foregoing, Syco may take any action it deems necessary, including but not limited to demand payment from Purchaser's direct customers or the principal to a project.
6. Until the Release Date, Purchaser shall (a) carefully maintain, and insure the Products; (b) protect such Products against any risks; and (c) take all reasonable measures in order that Syco's rights and interests therein are neither compromised nor cancelled. THE PURCHASER SHALL NOT SELL, PLEDGE, TRANSFER, OR ASSIGN THE PRODUCTS (FOR SECURITY OR OTHERWISE) UNTIL THE RELEASE DATE.
7. In the event of a breach, Syco may utilize any remedies available to it at law or in equity, including but not limited to seizure of Products or disassemble of New Products to obtain the Products. In all cases, Purchaser will be responsible for Syco's costs and expenses in exercising its rights.
8. The Purchaser agrees that until the Release Date, Syco and its designees have the right, with or without prior notice to the Purchaser, to enter upon any of Purchaser’s or other relevant premises to inspect the Collateral.

Confidentiality

1. Both Parties shall treat in strict confidence all information which is neither generally known norgenerally accessible, including but not limited to illustrations, drawings, calculations and other documents, and shall use it only for the purpose of fulfilling the Contract. The Parties shall ensure the confidential treatment of all information relating to the Contract by their personnel and consulted specialists. In case of doubt, all information is to be treated confidentially.
2. Confidential information of a Party does not include information which:
   1. was already known to the other Party, before it was made accessible by the disclosing Party;
   2. is or becomes generally known without the other Party's responsibility;
   3. was disclosed to the other Party by a third party without any transfer restriction;
   4. was developed by the other Party itself without using or referring to the confidential information of the protected Party; and/or
   5. has to be disclosed based on a legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately about the decision and consider protective measures the other Party may want to implement.
3. This obligation of confidentiality already exists prior to the conclusion of the Contract and remains valid until such information is no longer of proprietary nature. Any information concerning a Party's trade secret shall be kept confidential as long as such information remains protected by applicable law.
4. A Party must not disclose any confidential information to a third party without the prior written approval of the other Party to the Contract. If the approval is given, the obligations of confidentiality are to be transferred to the receiving third party.
5. Notwithstanding Section 20.4 of these GTC, Syco may disclose confidential information to its affiliates and advisors (attorneys, auditors, experts).

Data Usage / Protection

1. Purchaser shall provide to Syco all relevant information on the Products, its usage, maintenance and anything related thereto. Subject to any limitations pursuant to applicable law and to ensure compliance with the obligations set forth in the Contract, Syco may utilize as it sees fit any data provided by the Purchaser hereunder.
2. Purchaser agrees to carry out such steps as may be necessary to reasonably ensure adequate data protection, corresponding with respective applicable law.

Compliance

1. The Purchaser agrees to comply with any and all applicable laws, regulations, ordinances, legal standards, and industry practices.
2. Without limiting the obligations under Section 22.1, Purchaser shall ensure any third party purchaser and/or principal to a project shall comply with all applicable laws, regulations, ordinances, legal standards, and industry practices related to the Products.

Miscellaneous

1. Assignment. Purchaser shall not assign any of its rights under the Contract, except with the prior written consent of Syco. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section 23.1 is null and void.
2. Notices. With the exceptions for communication provided by Syco in its regular course of business, which may be transmitted with email or other electronic transmissions, all notices required or permitted by the Contract shall be in writing and shall be deemed to have been given (a) on the date of personal delivery to an officer of or personally to the other Party, or (b) the day following deposit when properly deposited for overnight delivery with a nationally recognized commercial overnight delivery service, prepaid, and addressed as provided in the Contract, unless and until either of such Parties notifies the other in accordance with this Section 23.2 of a change of address.
3. Waiver. No waiver by Syco of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by Syco. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Contract operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
4. Survival. Provisions of the GTC, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Contract, including but not limited to Section15, 16, 18, 20, 21, 22 and 23.
5. No-Third Party Beneficiaries. The Contract is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason of the GTC and/or Contract.
6. Governing Law and Dispute Resolution.
   1. Any claims, disputes or controversies arising between the Parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to conflicts of laws that would require the application of the laws of another jurisdiction.
   2. The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to the Contract, or to a material breach, including its interpretation, performance, or termination. If the Parties do not reach settlement within a period of twenty (20) days, the Parties shall submit the dispute to mediation on the terms and at a location determined by the Parties. If the Parties are unable to resolve a dispute through the methods outlined herein, either Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in a location determined by the Parties, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based and shall be final and binding upon the Parties. The prevailing party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of reasonable attorneys' fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded by hereunder and shall be so instructed by the Parties.
   3. Notwithstanding anything to the contrary herein, any Party may seek injunctive relief against the other Party with any court of proper jurisdiction with respect to any and all preliminary injunctive or restraining procedures pertaining to this Agreement or the breach of any relevant obligations, including but not limited to Section 20.
7. Entire Agreement. The Contract contains the entire agreement between the Parties with respect to the sale of Products and performance of Services andsupersedes all prior agreements and understandings between the Parties.
8. Independent Contractor. For the purpose of the Contract, Syco is an independent contractor and nothing in herein shall be deemed to make Syco an agent, employee, partner, or joint venturer of Purchaser. Neither Party shall have any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.
9. Severability. Should any provision of the GTC and/or Contract be deemed incomplete, legally invalid or unenforceable, such provision may be severed from the GTC and/or Contract and be replaced by as closely an equivalent effective provision as possible. The remaining terms of the GTC and/or Contract shall remain in full force and effect.
10. Amendments. The GTC may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of Syco.