Dinslaken, Version: February 2026

1. Scope of Application

(1) These General Terms and Conditions (GTC) apply to all contracts between HamCore and its clients (hereinafter referred to as the “Client”), provided that the Client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

(2) Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless HamCore has expressly agreed to their validity in writing.

(3) These GTC apply exclusively to contracts with Clients having their registered office

• in the Federal Republic of Germany or
• in a Member State of the European Union.

Any cooperation with Clients having their registered office in other countries shall only be possible subject to HamCore’s prior explicit written consent.

2. Subject Matter of the Contract

(1) The subject matter of the contract comprises consulting, analysis and conceptual services relating to (technical) products in the field of transport and water infrastructure as well as products from other sectors, including related technical, strategic and market-oriented issues.
In addition, HamCore provides services in the field of strategic marketing and professional visibility using existing networks of HamCore.

(2) HamCore does not owe any specific economic, technical or regulatory success, but solely the agreed consulting services. In particular, HamCore does not owe any specific reach, number of contacts, leads, enquiries or contract conclusions.

(3) The following services are explicitly not part of the contractual scope:

• planning services pursuant to the German HOAI (service phases 1–9)
• planning, approval, design or execution services
• structural calculations or detailed dimensioning
• construction, delivery or supervision services
• sales or trading activities
• legal, procurement or regulatory advice
• performance advertising
• traditional marketing campaigns
• guarantees regarding lead volumes or sales success

3. Conclusion of Contract

A contract shall be concluded by

• written commissioning, including e-mail,
• acceptance of an offer, or
• conclusive conduct.

Oral side agreements shall only be valid if confirmed in writing.

4. Scope of Services and Obligations to Cooperate

(1) The scope and content of the services shall be defined by the respective offer or individual agreement.

(2) The Client undertakes to provide all information, documents and data required for the performance of the services completely, correctly and in due time.

(3) Delays or additional efforts resulting from incomplete or incorrect cooperation shall not be at the expense of HamCore.

(4) HamCore is not obliged to review information provided by the Client from a legal or technical perspective.

5. Remuneration and Payment Terms

(1) The remuneration shall be based on the agreed offer.
All prices are net prices plus the applicable statutory value added tax, if applicable.

(2) For services rendered to entrepreneurs with their registered office in the Federal Republic of Germany, German statutory value added tax shall be charged.

(3) For services rendered to entrepreneurs with their registered office in another Member State of the European Union, invoicing shall be carried out without VAT in accordance with the reverse charge mechanism (Art. 196 of the EU VAT Directive).
In such cases, the tax liability shall be transferred to the Client. A valid VAT identification number of the Client is required.

(4) Invoices shall be payable within 14 days without deduction, unless otherwise agreed.

(5) In the event of default in payment, HamCore shall be entitled to charge default interest pursuant to Section 288 (2) BGB, reminder fees and to temporarily suspend services.

(6) The Client may only exercise a right of retention or set-off with undisputed or legally established claims.

6. Liability

(1) HamCore shall be fully liable for damages resulting from

• intent,
• gross negligence, or
• injury to life, body or health.

(2) In cases of slight negligence, HamCore shall only be liable for breaches of essential contractual obligations (cardinal obligations), limited to the foreseeable damage typical for the contract.

(3) Liability for indirect damages, loss of profit or consequential damages shall be excluded to the extent permitted by law.

(4) HamCore shall not be liable for services, decisions or implementations by third parties based on HamCore’s consulting services.

7. Intellectual Property Rights and Rights of Use

(1) All concepts, analyses, reports and documents created by HamCore are subject to copyright law.

(2) The Client shall receive a non-exclusive right of use for its own business purposes (e.g. presentations, website use).
The right of use shall only arise after full payment of the agreed remuneration.

(3) Any transfer to third parties or use beyond the contractual purpose shall require HamCore’s prior written consent.

8. Confidentiality

(1) Both parties undertake to treat all confidential information obtained in the course of the cooperation as strictly confidential.

(2) This obligation shall remain in effect after termination of the contract.

9. Contract Term and Termination

(1) The contract term shall result from the respective agreement.

(2) In the case of continuing obligations, ordinary termination shall be possible with a notice period of four weeks to the end of a calendar month, unless otherwise agreed.

(3) The right to extraordinary termination for good cause shall remain unaffected.

10. Final Provisions

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes shall be the registered office of HamCore.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected