Link to terms and conditions for supplier

Link to terms and conditions for customers

1. APPLICATION

Exclusively these terms and conditions of sale ("Terms and Conditions") apply to all contracts for the sale of goods and the provision of services/consulting ("Products"). Deviating or conflicting terms and conditions shall not apply unless expressly agreed in writing.

These Terms and Conditions shall also apply to all future transactions between the Supplier and the Customer (together the "Parties", each a "Party") and shall apply even if the Parties have entered into a separate written agreement for the sale of the Products, in particular a framework supply agreement, a service and consulting agreement or a dealer agreement. Any conditional or deviating terms and conditions proposed by the Customer shall not apply unless the Supplier has agreed to them in writing. This shall also apply if the Customer makes it mandatory to apply its own general terms and conditions.

2. OFFER AND ACCEPTANCE

The contract shall be deemed to have been concluded if the Supplier has sent an order confirmation in written or text form within two (2) weeks of receipt of an order ("Contract") or by delivery of the products to the Customer. All offers made by the Supplier are non-binding and shall only become effective upon the Supplier's order confirmation, unless they are expressly designated as binding or contain an express acceptance period.

Weights, dimensions, prices, performance data or other product descriptions contained in catalogues, circulars, advertisements or price lists are approximate only and are not binding unless they are expressly incorporated by reference in a written contractual agreement. All such data/product descriptions provided to the Customer before or after the conclusion of the Contract shall remain the exclusive property of the Supplier.

3. PRICES AND PAYMENT

Unless expressly stated otherwise, the prices of the Products are net, ex works, plus the applicable statutory value added tax and plus the costs of packaging, transport, storage and carriage to the place of delivery.

The invoice shall be due and payable without any deduction within fourteen (14) days from the date of invoicing, unless otherwise agreed in writing or stated on the invoice ("Due Date").

Without prejudice to the Supplier's other rights and remedies under the Contract or at law, any payment under the Contract not made by the Customer by the Due Date shall bear interest at the rate of 9% above the base rate per annum from the Due Date until the date of actual payment. The Supplier reserves the right to suspend delivery of the Products without any liability to the Customer until full payment has been made. In addition, the Supplier may claim all losses and costs arising out of and in connection with the Customer's failure to make payment on the Due Date.

The Customer shall not withhold payment of any amount due and payable under the Contract by reason of any claim or legal dispute with the Supplier, irrespective of whether this is due to a breach of the Contract by the Supplier or other reasons. The Customer shall only be entitled to set-off if the Customer's counterclaim is recognised, undisputed or legally established. The Customer shall only be entitled to exercise rights of retention if these are based on the same contractual relationship.

4. DELIVERY

10.0pt; margin-left:1.0cm; text-align:justify; line-height:15.0pt">The place of performance for all obligations arising from the contractual relationship shall be the Supplier's registered office. Compliance with the delivery obligation is subject to the timely and proper performance of the Customer's obligations. Unless otherwise agreed in writing, delivery shall be ex works to the plant designated by the Supplier (Incoterms®2020). Unless otherwise agreed in writing, the Products shall be shipped in the Supplier's customary export packaging at the Supplier's plant.

The Supplier shall deliver the Products on the dates agreed in writing between the Parties. For the avoidance of doubt, the Supplier's compliance with an agreed delivery date shall in no event be of the essence for the proper performance of the Contract. The Products may also be delivered before the agreed delivery date, provided that the Customer has been given reasonable notice thereof. The Supplier shall also be entitled to make partial deliveries, unless otherwise agreed.

The Customer shall accept and inspect the Products immediately after delivery, insofar as this is feasible in the ordinary course of business. The Customer shall notify the Supplier in writing of any recognisable defects, damage, losses or shortfalls. If the Customer fails to notify the Supplier in writing, the Products shall be deemed to have been approved, unless the defect was not recognisable during the inspection. The Supplier shall repair or deliver the missing parts in good time.

If the Customer is in default of acceptance or violates other obligations to co-operate, the Supplier shall be entitled to claim compensation for the damage incurred by him in this respect, including any additional expenses. The Supplier reserves the right to claim further damages. In this case, the risk of accidental loss or accidental deterioration of the Products shall pass to the Customer at the time when the Customer is in default of acceptance or in breach of an obligation to co-operate.

5. TRANSFER OFOWNERSHIP AND RESPONSIBILITY

The Supplier retains title to the Products until it has received full payment of all amounts due and/or owing in connection with the delivery of the Products. For this Purpose, payment shall not have been received payment by the Supplier until it has been irrevocably credited to its bank account. As long as title to the Products has not passed to the Customer, the Customer shall (i) hold the Products in trust for the Supplier and act accordingly; (ii) not remove or obscure any labelling or packaging relating to the Products; (iii) store the Products in such a way that they are clearly identifiable as the property of the Supplier and to keep records identifying them as the property of the Supplier; (iv) maintain the Products in the condition in which they were delivered and to insure them against all risks from the date of delivery by the Supplier to the Customer.

The Customer may only resell the Products subject to the above retention of title in the ordinary course of business. In such case the Customer hereby assigns to the Supplier all claims arising from the resale, irrespective of whether the Products have been processed or not. Notwithstanding the Supplier's right to direct payment, the Customer shall be entitled to receive payment for the assigned claims. For this purpose, the Supplier undertakes not to collect the assigned claims as long as the Customer meets its payment obligations and no application is made for the opening of insolvency or similar proceedings or a deferment of payment is granted. If the above securities exceed the secured claim by more than 10 %, the Supplier shall be obliged to release these securities at the request of the Customer.

If the Customer requests the dispatch of the Products, the risk of loss of or damage to the Products shall pass to the Customer upon dispatch.

6. WARRANTY

The Supplier warrants that the Products will conform to the specifications agreed between the Parties at the time of delivery. All other obligations of the Supplier in relation to the description, quality and fitness for a particular purpose (if any) of the Products and, accordingly, any conditions, terms or warranties implied by law or otherwise in relation to the description, quality or fitness for a particular purpose of the Products are expressly excluded.

If the Products are found not to comply with the agreed specifications at the time of delivery, the Supplier undertakes to repair or replace such Products free of charge, provided that such Products have been paid for in full by the Customer.

The warranty period for the Products is one (1) year from the date of delivery, unless otherwise stipulated in the order confirmation.

A prerequisite for the assertion of warranty claims by the Customer is that the Customer fully performs all the requirements for the inspection of the Products and the complaint set out in § 4 of these Terms and Conditions.

7. LIMITATION OF LIABILITY

In the event of intent or gross negligence on the part of the Supplier or its vicarious agents, the Supplier shall be liable in accordance with the statutory provisions; the same shall apply in the event of a breach of essential contractual obligations. Insofar as the breach of contract is not intentional, the Supplier's liability for damages shall be limited to the foreseeable, typically occurring damage.

The Supplier's liability for culpable injury to life, limb or health and the Supplier's liability under the Product Liability Act shall remain unaffected by this.

Any liability not expressly provided for above is excluded. In particular, in no event shall the Supplier be liable for the cost of procurement of substitute goods and services, loss of use or loss of profits or any other special, incidental, indirect or consequential damages arising out of or in connection with the Contract and the Terms and Conditions or the use or performance of the Products, and in no event shall the Supplier's total liability under the Contract exceed the Contract price of the Products.

8. FORCE MAJEURE

The Supplier shall not be liable for any failure or delay in the performance of its obligations under the Contract if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to force majeure, epidemics, pandemics (whether declared or not), governmental or regulatory action due to an epidemic or pandemic, labour disputes, fires, floods, accidents, wars, armed conflicts, acts of terrorism, riots, civil commotion, malicious damage, explosions, unavailability of fuel, governmental or other regulatory action ("Force Majeure Event").

The Supplier's delivery obligations shall be suspended to the extent and for the period in which its ability to perform such obligations is impaired by a Force Majeure Event. Accordingly, the Supplier shall be entitled to a reasonable extension of the performance period, which shall in any case correspond to the period of the delay caused by the Force Majeure Event.

The Supplier shall only be liable to the Customer for compliance with its own delivery obligations to the extent that its upstream suppliers or sub-suppliers are responsible for their delivery obligations to the Supplier. However, this shall only apply if the Supplier has notified the Customer in the order confirmation of any restrictions on the delivery obligations of its suppliers or sub-suppliers.

The Supplier shall notify the Customer if these circumstances lead to a delay or non-performance and if they cease to do so.

If a Force Majeure Event lasts longer than six (6) months, either Party may terminate the affected Contract by written notice to the other Party.

9. TERMINATION

No cancellation or variation of the Contract (including any change in the date of delivery or quantity of Product), whether or not such cancellation or variation is acceptable, shall be effective unless made in writing by the Parties.

Either Party may terminate the Contract by written notice to the other Party without prejudice to any rights or remedies if: (i) the other Party commits a material breach of the Contract and fails to remedy such breach within fourteen (14) Business Days of receipt of written notice of such breach; or (ii) the other Party becomes insolvent or makes an assignment for the benefit of creditors or goes into liquidation or bankruptcy, voluntarily or otherwise, or has a receiver or administrator appointed to administer its property or affairs. If any of the above events has occurred to the Customer and is continuing, the Supplier may by notice in writing to the Customer declare that all debts and obligations of the Customer to the Supplier shall become immediately due and payable.

10. CONSULTING SERVICES

The scope of the consulting service shall be agreed between the Parties on a case-by-case basis by means of an order confirmation.

The Supplier shall be entitled to have the consulting services provided in whole or in part by other group companies.

The Supplier shall keep the Customer regularly informed about the progress of the consulting project.

The provision of consulting services in the form of the provision of information on technical matters shall be carried out in accordance with the state of the art, free from instructions and at the Customer's own responsibility, without any guarantee that technical or economic success will be achieved by the consulting services. The judgement of entrepreneurial expediency and economic efficiency shall rest solely with the Customer. For this reason, the Supplier shall not be liable for any incorrect economic decisions or investments made by the Customer as a result of the consulting services.

If the orderly termination does not take place due to a circumstance that falls within the Customer's sphere of risk, the Supplier retains the right to payment of the entire remuneration, provided that the Supplier is not responsible for this circumstance. If an hourly fee has been agreed, this shall correspond to the agreed budget, less any expenses saved.

11. INTELLECTUAL PROPERTY RIGHTS

The Customer shall not remove, cover, move or change the prescribed trademarks, trade names and labels attached to the Products.

The Customer acknowledges that the Intellectual Property Rights ("IPR") in respect of the Products and all rights arising therefrom shall remain the sole property of the Supplier or the supplier or manufacturer of the Products.

The Supplier does not warrant that the Products are free from any infringement or violation of any third party’s IPR.

12. NO LICENCE

The sale of Products or the provision of consulting services under these Terms and Conditions does not confer, expressly, by implication, estoppel or otherwise, any licence under any patent covering any product, assembly, system, circuit, combination, method or process in which such Products may be used, notwithstanding that such Products are designed for use in, or may in any way be useful in, such patented assembly, system, circuit, combination, method or process or have been purchased and sold for such use.  The Supplier expressly reserves all of its rights under such patents and all other intellectual property rights.

13. CONFIDENTIALITY

Unless expressly agreed otherwise in writing, all information (whether written, electronic, verbal, digital or in any other form) which the Customer receives in connection with the contractual relationship or which becomes known to it in the course of the business relationship shall be treated confidentially.

The confidentiality obligation does not apply to information,

a. which were demonstrably already known to the Customer before disclosure, provided that the Customer notifies the Supplier within one (1) month of receipt of such information;

b. which is already publicly known or accessible at the time of disclosure to the Customer or becomes publicly known or accessible after disclosure and is not based on a breach of contract by the Customer;

c. which the Customer has received from third parties, unless such information is the subject of a confidentiality agreement with the Supplier

d. the disclosure of which to third parties has been previously authorised by the Supplier in writing or in text form;

e. which the Supplier is required to disclose by law or by court or official order.

14. APPLICABLE LAW AND JURISDICTION

The validity, interpretation and performance of the Contract and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Germany (to the exclusion of the Convention on Contracts for the International Sale of Goods).

The courts of Frankfurt am Main, Germany shall have exclusive jurisdiction for all claims and disputes arising between the Parties from or in connection with the Contract, these Terms and Conditions or their validity.

15. ENTIRE AGREEMENT

The Contract and these Terms and Conditions, together with any other documents expressly referred to herein, constitute the entire agreement between the Parties and may be amended or modified only by written agreement signed by duly authorised representatives of the Parties. Assurances, promises or contractual conditions are only binding if they are the subject of these terms and conditions or have been agreed in writing by the contracting parties.

16. COMPLIANCE WITH LAWS

The Parties warrant that they operate and will continue to operate during the term of the contractual relationship in compliance with all laws, including without limitation anti-bribery laws, anti-trust and competition laws, laws against modern slavery and human trafficking, trade sanctions, data protection, money laundering and tax evasion. The Parties will not take any action that violates any applicable law that could result in liability being imposed on the other Party. To the extent permitted by applicable law, regulation, statute or direction of a competent regulatory authority, each Party shall immediately notify the other Party if it becomes aware of any actual or suspected non-compliance in connection with this section and shall provide reasonable assistance to the other Party in connection with any action or proceeding brought as a result of such non-compliance. At the Supplier's request, the Customer shall co-operate with any inspection of the Supplier carried out to determine whether the Customer is complying with the provisions of the Guidelines.

17. ASSIGNMENT

Neither the Contract and these Terms and Conditions nor the rights and/or obligations of the Customer arising therefrom may be assigned, transferred or conveyed by the Customer without the prior written consent of the Supplier.

The Supplier may at any time transfer its rights and/or obligations to third parties.

18. SEVERABILITY

If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavour in good faith to amend these Terms and Conditions so as to eliminate the invalidity or unenforceability and to give effect to the intent of the provision held to be invalid or unenforceable.

19. NO WAIVER

No failure or delay of one Party to require performance by the other Party of any provision of the Contract shall in any way adversely affect the former’s right to require full performance of such provision thereafter. No waiver by one Party of a breach of any provision of the Contract shall be taken to be a waiver by the Party of any succeeding breach of such provision.

Wiesbaden, April 2024

1. APPLICATION

Exclusively these terms and conditions of purchase ("Terms and Conditions") apply to all contracts for the purchase of goods and the procurement of services/consulting ("Products"). Deviating or conflicting terms and conditions shall not apply unless expressly agreed in writing.

These Terms and Conditions shall also apply to all future transactions between the Supplier and the Customer (together the "Parties", each a "Party") and shall apply even if the Customer accepts delivery in the knowledge of deviating or conflicting terms and conditions. Any conditional or deviating terms and conditions proposed by the Supplier shall not apply unless the Customer has agreed to them in writing. This shall also apply if the Supplier makes it mandatory to apply its own general terms and conditions.

2. OFFER AND ACCEPTANCE

The order constitutes the Customer's offer to purchase the Products specified in this order from the Supplier.

The Supplier shall accept this offer within a maximum period of one (1) calendar week. Delayed acceptance shall be deemed a new offer and shall require express acceptance by the Customer.

The acceptance of this order by the Supplier is limited to the acceptance of these Terms and Conditions. The Parties agree that the Supplier has accepted this order when the Supplier confirms this order in writing or begins to perform this order.

The Customer hereby objects to and rejects any proposal by the Supplier for additional or different terms and conditions. If the Supplier proposes additional or different terms and conditions (or attempts to delete any terms and conditions in this order), the Supplier's proposal shall be deemed to be a material modification of the Customer's Terms and Conditions and the Customer's Terms and Conditions shall be deemed to have been accepted by the Supplier without the Supplier's additional or different terms and conditions. If this order is deemed to be an acceptance of any prior offer by the Supplier, such acceptance shall be limited to the express terms and conditions of the Customer contained in this order.

Any additional or different terms or conditions or any attempt by the Supplier to vary the Terms and Conditions of this order in any way shall be deemed to be material and are objected to and rejected; however, this order shall not be deemed to be a rejection of the Supplier's offer unless it contains variations in the description, quality, price, delivery schedule or warranty of the Products. Additional or deviating terms and conditions of the Supplier shall not apply even if the Supplier makes the application of its general terms and conditions mandatory.

3. PRICES

The Customer shall not be charged any price higher than the price stated in this order ("Price"). Unless otherwise specified, the Price includes all costs of packaging, transport, storage and carriage to the point of delivery. The Supplier shall bear all delivery costs in excess of those approved by the Customer.

The Price includes all taxes, except national, state, provincial or local sales or use tax or similar taxes that the Supplier is required by law to collect from the Customer. Such taxes, if any, shall be separately stated on the Supplier's invoice and shall be paid by the Customer unless an exemption applies.

The Supplier agrees to immediately notify the Customer of any price reduction/discount granted to another party with respect to the same or similar products or (consulting) services after the placement of this order, but before payment, for such new price to apply to this order.

4. TRANSFER OF TITLEAND RISK OF LOSS OR DAMAGE

Unless otherwise agreed between the Customer and the Supplier by terms stated on the order or otherwise in writing, title to and risk of loss of or damage to the Products shall pass to the Customer upon delivery at the agreed place of delivery free and clear of all liens, charges, security interests or encumbrances and the Supplier warrants that the Products are not subject to any agreement under which a lien, charge, security interest or encumbrance by a third party exists.

5. DELIVERY AND PACKAGING

All delivery dates and delivery quantities stated in the order or otherwise agreed shall be binding.

The Products shall be delivered in full on the agreed date and shall not be delivered before or after such date without the Customer's prior consent. If more than one (1) shipment is made under this order, the Supplier shall mark "Final Delivery" on the shipping documents and invoice accompanying the last shipment under this order. The Supplier shall not ship excess quantities without the Customer's prior approval. Unless otherwise provided herein, the Customer shall not be obligated to accept untimely, excess or partial shipments and such shipments may, at the Customer's option, be returned to the Supplier in whole or in part or held for disposal at the Supplier's expense and risk. The Supplier shall send the invoice documents in triplicate to the Customer. The invoices shall describe the Products, state the order number and be attached to the original consignment note.

The packaging of the Products delivered under this order shall comply with the Customer's instructions and the relevant international shipping standards and practices appropriate and prescribed for the transport of the Products. As soon as the Supplier realises that the Products will not be or have not been delivered on the delivery date, the Supplier shall immediately notify the Customer in writing and inform the Customer of (i) the reason for the delay and (ii) a new delivery date. The occurrence of a delay in delivery shall remain unaffected by this. In the event of a delay in delivery, the Customer reserves all statutory and contractual rights.

Unless otherwise instructed by the Customer, the Supplier shall, at no additional cost to the Customer, take all reasonable steps to ensure that the delayed Products are delivered on the revised delivery date. The Customer shall be entitled to claim from the Supplier any damages, losses, expenses or costs incurred by it as a result of the late delivery. In the event that the Customer is required to pay damages to its customers for the late delivery of Products and such late delivery is due to the Supplier's fault, the Supplier agrees to pay to the Customer as direct damages incurred by the Customer as a result of such delay at least an amount equal to the amount paid or payable by the Customer to its customers. The Customer reserves the right to assert further claims for damages arising from the delayed delivery.

6. CANCELLATION AND POSTPONEMENT OF APPOINTMENTS

Before this order is accepted or deemed to have been accepted, the Customer may cancel this order in whole or in part by giving written notice to the Supplier. In this case, no liability shall arise.

If the Customer cancels this order in whole or in part without cause, all claims of the Supplier with respect to this order shall be settled as follows: the Customer shall pay to the Supplier an amount equal to the Supplier’s reasonable costs and expenses for materials used exclusively in the manufacture of the Products in performing this order, provided that (i) the Supplier shall use commercially reasonable efforts to cancel orders for materials and/or return materials to its upstream suppliers if such action is likely to minimise the compensation payable by the Customer to the Supplier: (ii) the Supplier shall use commercially reasonable efforts to sell or otherwise dispose of the Products to third parties in the most advantageous manner so long as such sale or disposal is not inconsistent with any other obligation under these Terms and Conditions; and (iii) the Supplier shall provide the Customer with reasonable documentation detailing its costs and expenses and other details of such materials in the format requested by the Customer. In no event shall such amount exceed the price of the relevant Products.

The Customer may, without any liability to the Supplier, postpone the delivery date of the Products specified in this order, whether or not this order has been accepted by the Supplier, by giving written notice to the Supplier before such delivery date.

7. INSPECTIONS OF PRODUCTS

The Customer shall have the right to inspect the Products during local business hours and at any location worldwide. The time and place of such inspection shall be reasonably determined by the Customer. The Supplier agrees to allow the Customer's representatives or employees access to its premises at all reasonable times for the purpose of inspecting the Products and shall provide, at no additional cost to the Customer, all tools, facilities and assistance necessary for such inspection. If the Customer determines that any Products or parts thereof are defective in any way, the Supplier shall, at the Customer's option, repair or replace such Products or parts by the date specified by the Customer at no additional cost to the Customer. In such event, the Customer may withhold payment for such Products or parts thereof without interest until the Supplier has remedied the defect.

Notwithstanding the foregoing, the Customer may, at its own discretion and at the Supplier's expense, manufacture replacements itself or have such Products repaired by third parties. It is expressly agreed that inspections and/or payments do not constitute final acceptance. If the delivered Products do not meet the specifications or otherwise do not meet the requirements of this order, the Customer shall have the right to reject these Products. Products delivered and rejected in whole or in part may, at the Customer's option, be returned to the Supplier or stored for disposal at the Supplier's expense and risk. For the avoidance of doubt, no inspection by the Customer shall diminish the Supplier's responsibility.

8. WARRANTIES AND LEGAL REMEDIES

The Supplier warrants that all Products are free from any third-party claims and that the Supplier is able to transfer to the Customer an unrestricted title thereto and expressly undertakes to do so. The Supplier warrants that all Products will conform to the agreed specifications, instructions, drawings, data and samples, that they are merchantable, free from defects in design, material or workmanship and fit and sufficient for their intended purpose for the same duration as the warranty period granted by the Customer to its customers. These warranties are in addition to any other express or implied warranties and statutory provisions. The payment, inspection or receipt of the Products does not constitute a waiver of the assertion of damages due to a breach of guarantee or warranty.

The Customer reserves all rights and remedies provided by applicable law in the event of a breach of contract. In particular, the Customer shall be entitled, at its own discretion and at the Supplier's expense, to demand rectification, redelivery of Products in conformity with the contract and compensation for damages. In this respect, the Customer shall be entitled to refuse further payment of the price. The Customer shall be entitled, after giving prior notice to the Supplier, to rectify the defects or to commission a third party to rectify or replace the Products at the Supplier's expense. The Customer may also consider the order to be cancelled due to the Supplier's compulsory transfer and demand repayment of the price already paid or the part of the amount paid that relates to these Products.

The Supplier shall defend, indemnify and hold the Customer harmless from and against all liabilities, costs, expenses, damages and losses (including but not limited to direct, indirect or consequential damages, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable costs and expenses), arising to the Customer from breach of any statutory duty and/or warranty, and for death, personal injury or property damage arising out of or in connection with defective Products, unless the defect in the Products is due to the negligent acts or omissions of the Customer, its employees, agents or subcontractors

Warranty claims shall expire thirty-six (36) months after the transfer of risk.

In the event of repair or replacement of the Products, the entire warranty and/or guarantee period referred to in this section shall recommence on the date on which the newly repaired or replaced Product is delivered to the Customer. The Customer may exercise all remedies available under these Terms and Conditions or under statutory law, without excluding or limiting any of the same or other rights or remedies.

9. SERVICES AND CONSULTING

The scope of the (consulting) services shall be determined on a case-by-case basis between the Parties by means of an individual agreement. If reference is made to framework agreements in the individual agreement, these shall only apply insofar as the Customer has signed them with legal effect.

Unless otherwise expressly agreed in writing, the state of the art in science and technology shall be deemed to have been agreed.

If no performance period has been agreed in the order confirmation or the framework agreement, the consulting service shall be due at the latest two calendar weeks after the individual agreement has been signed.

The Supplier shall only be reimbursed for travelling costs, expenses and other outlays if this is expressly provided for in the individual agreement.

If the Parties have agreed on a budget for the provision of the (consulting) services, the Customer shall only owe the corresponding remuneration for the (consulting) services owed by the budget overrun if the Customer has expressly agreed to the budget overrun in writing in advance.

10. INTELLECTUAL PROPERTY RIGHTS

In consideration of the receipt of this order, the Supplier grants to the Customer a free, worldwide, perpetual, sub-licensable and non-exclusive licence necessary to use the Products and to sell the Products resulting from the use, installation, assembly or operation of such Products or the use of the (consulting) services. In the event that the Supplier makes an invention, development or improvement ("Invention") as a result of the use of any technical information, including the specifications or drawings of the Products disclosed under this order, the Supplier shall immediately notify the Customer of the details of the Invention. The Customer and the Supplier shall discuss and determine the ownership and treatment of the Invention. If, as a result of the discussion under this section, the Supplier is the sole owner of the Invention, the Supplier shall grant to the Customer a royalty-free, worldwide, perpetual, sublicensable and non-exclusive licence to use such Invention and any patents, copyrights, trade secrets, trademarks or other intellectual property rights ("IPR") arising from the Invention for the purpose of using the Products and selling the Products produced by the use, incorporation, integration or operation of such Products. The Supplier warrants that the Products do not infringe or violate any third-party intellectual property rights. If a third party claims or appears to claim that the Products infringe an IPR, the Supplier shall immediately notify the Customer in writing. The Supplier shall defend, indemnify and hold the Customer harmless from and against all liabilities, costs, expenses, damages and losses (including but not limited to direct, indirect or consequential damages, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable costs and expenses) incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of any IPR arising out of or in connection with the supply or use of the Products.

11. PRODUCT LIABILITY

The Supplier is obliged to indemnify the Customer on first demand against any liability or claims of third parties which are attributable to the manufacture, delivery, storage or use of the delivered Products. The foregoing indemnity from liability shall not apply if the claim is based on an intentional or grossly negligent breach of duty by the Customer.

For the duration of the contractual relationship with the Customer, the Supplier is obliged to maintain product liability insurance with appropriate cover for personal injury and property damage per loss event. Compensation for further damages shall remain unaffected by this.

12. MATERIAL SUPPLY

The Customer may, free of charge, provide or rent to the Supplier the materials and equipment required for the manufacture of the Products free of charge or rent these to the Supplier (collectively, "Delivered Material"). Upon delivery of the Delivered Material to the Supplier, the Supplier shall immediately carry out an incoming goods inspection. If a defect, excess or shortage is discovered, the Supplier shall immediately notify the Customer of the problem. The Customer shall investigate the details of the problem and supply a replacement, rectify the excess or shortage or take other necessary measures. The Supplier is obliged to store and maintain the Delivered Material with reasonable care and to clarify when and in what quantity the Delivered Material was received and used by the Supplier. At the Customer's request, the Supplier shall report to the Customer on the condition of the Delivered Material.

13. HANDLING OF DELIVERED MATERIAL

The Supplier may not transfer, encumber, pledge or use for any purpose other than the manufacture of the Products for the Customer any Delivered Material without the prior written consent of the Customer. Ownership of any rented item provided to the Supplier free of charge, or against payment but not yet paid for, shall be vested in the Customer. Ownership of the rented item shall at all times remain with the Customer. If Delivered Material owned by the Customer is or could be seized, provisionally seized or disposed of by a third party, the Supplier shall claim and prove to the third party that ownership of this Delivered Material belongs to the Customer and notify the Customer immediately in order to comply with its instructions. If the Delivered Material is lost or destroyed during or after delivery to the Supplier, the Supplier shall be liable for any damage, for whatever reason, and shall procure a replacement at its own expense or reimburse the amount claimed by the Customer as compensation. If the Delivered Material is not used in full, the Supplier shall immediately return the unused Delivered Material at the Customer's expense.

14. QUALITY CONTROL

In the performance of this order, the Supplier shall comply with the Customer's quality control guidelines for suppliers. Upon the Customer's request, the Supplier shall immediately disclose to the Customer all information concerning raw materials, quality of raw materials, production facilities and processes, to the extent the information relates to the quality or performance of the Products. The Supplier shall not make any changes to the Products or specifications or their documentation or change its production methods or conditions (including, without limitation, process changes, sourcing changes, design changes, component grading changes, geographical relocation of production, drawing changes or discontinuation of process steps) after issuance of this order without the Customer's prior written consent. The Supplier shall notify the Customer in writing of all changes before implementing them. If the Supplier makes such changes without the Customer's prior written consent, the Supplier shall be liable for (i) all damages and losses caused by the failure of the Products and (ii) any additional expenses (a) incurred by the Customer and (b) claimed from the Customer by its customers for the approval of the Products by them and their customers. The Customer may at any time request a change in the specifications of the Products unless such change would seriously effect on the delivery, installation, performance or price of the Products. The Supplier shall not refuse any such request from the Customer without good reason and shall use its best endeavours to comply with such request. If the Supplier changes the existing manufacturing process of the Products, the Customer may request the Supplier to provide samples. If the Customer makes such a request, the Supplier shall not manufacture or supply the relevant Products until the samples have passed the Customer's test. At the Customer's request, the Supplier shall provide the Customer, at no additional cost, with the technical advice and assistance necessary for the complete assembly and installation of the Products by the Customer. At Customer's request, the Supplier shall also provide the Customer's representatives at the Supplier's facility or at the Customer's facility, at no additional cost, with technical training in the operation and maintenance of the Products, provided that all travelling, living and insurance expenses of such representatives shall be borne and paid by the Customer. If the Supplier becomes aware of any information that a quality problem exists or may exist with respect to the Products, the Supplier shall immediately notify the Customer of such quality problem. The Supplier shall immediately investigate the cause of any such quality problem, take any remedial action and report the cause and remedial action to the Customer in writing. The Customer shall have the right to conduct an audit at the Supplier's manufacturing facilities with at least five (5) days' prior notice, provided, however, that in the event of an emergency, including a quality problem with the Products, the Supplier shall accept such an audit without such prior notice upon the Customer's request.

15. DISCONTINUATION

If the Supplier intends to discontinue the manufacture of any Products purchased by the Supplier from the Customer within the last five (5) years before the intended discontinuance, the Supplier shall give the Customer at least twenty-four (24) months prior written notice. If the Supplier ceases to manufacture the Products in accordance with the foregoing or this order is terminated due to the Supplier's breach, the Supplier shall, at the Customer's request, (i) immediately transfer or lease to the Customer any undelivered Products (including work in process), materials, drawings, components, tools and equipment necessary for the manufacture of the Products and (ii) grant to the Customer or a third party designated by the Customer a licence to manufacture the Products. The terms and conditions of such licence shall be agreed separately between the Customer and the Supplier.

16. SPARE PARTS, REPLACEMENT PARTS AND REPAIR SERVICE

The Supplier is obliged to maintain and provide all spare and replacement parts for the Products and to offer a repair service for the Products for the duration of ten (10) years after delivery of the Products. At the Customer's request, the Supplier shall supply the spare and replacement parts or repair the Products at the applicable prices. The terms of payment and other conditions in this respect shall be agreed between the Parties.

17. SUBCONTRACTS

The Supplier shall not subcontract the performance of this order or any of its obligations hereunder without the Customer's prior written consent. If the Supplier subcontracts all or any part of the (consulting) services, the Supplier shall ensure that such subcontractor complies with all its obligations hereunder and shall be jointly and severally liable for any breach of such subcontractor of these Terms and Conditions.

18. CONFIDENTIALITY

Unless expressly agreed otherwise in writing, all information (whether written, electronic, verbal, digital or in any other form) which the Supplier receives in connection with the contractual relationship or which becomes known to it in the course of the business relationship shall be treated confidentially.

The confidentiality obligation does not apply to information,

a. which were demonstrably already known to the Supplier before disclosure, provided that the Supplier notifies the Customer within one (1) month of receipt of such information;

b. which is already publicly known or accessible at the time of disclosure to the Supplier or becomes publicly known or accessible after disclosure and is not based on a breach of contract by the Supplier;

c. which the Supplier has received from third parties, unless such information is the subject of a confidentiality agreement with the Customer;

d. the disclosure of which to third parties has been previously authorised by the Customer in writing or in text form; or

e. which the Supplier is required to disclose by law or by court or official order.

The confidentiality obligation shall survive the termination of the contractual relationship.

19. ADVERTISING AND LABELLING

The Supplier shall not advertise or publicise in any way the fact that it has supplied or contracted to supply the Products to the Customer without the Customer's prior written consent. The Supplier shall not disclose any details of this order to any third party unless otherwise agreed in writing. The Supplier shall not use any identification of the Customer or its affiliates in its advertising or promotional activities relating to the activities performed by the Supplier under this order without the Customer's prior written consent. The term "identification" includes, but is not limited to, trade names, trademarks, brands, patents or imitations thereof. The Supplier agrees to remove such identification before the sale, use or disposal of the Customer's rejected, unpurchased or returned Products and to indemnify the Customer and its affiliates against any claims arising from the Supplier's failure to do so.

20. TERMINATION

Either Party may terminate this order by written notice to the other Party without prejudice to any rights or remedies if (i) the other Party commits a material breach of this order and fails to remedy such breach within fourteen (14) business days of receipt of written notice of such breach; or (ii) the other Party becomes insolvent or makes an assignment for the benefit of creditors or goes into liquidation or bankruptcy, voluntarily or otherwise, or has a receiver appointed to administer its property or affairs. If any of the above events has occurred to the Supplier and is continuing, the Customer may by notice in writing to the Supplier declare that all debts and obligations of the Supplier to the Customer shall become immediately due and payable. Within five (5) business days of the termination of this order or upon the written request of the Customer, the Supplier shall return to the Customer or destroy all Confidential Information provided to the Supplier by the Customer in connection with the performance of this order, including all copies thereof.

21. CONTINUATION OF OBLIGATIONS

The Supplier's obligations under this order, which by their nature extend beyond the termination or cancellation of this order, shall survive the termination or cancellation.

22. COMPLIANCE WITH LAWS

The Parties warrant that they operate and will continue to operate during the term of the contractual relationship in compliance with all laws, including without limitation anti-bribery laws, anti-trust and competition laws, laws against modern slavery and human trafficking, trade sanctions, data protection, money laundering and tax evasion. The Parties will not take any action that violates any applicable law that could result in liability being imposed on the other Party. To the extent permitted by applicable law, regulation, statute or direction of a competent regulatory authority, each Party shall immediately notify the other Party if it becomes aware of any actual or suspected non-compliance in connection with this section and shall provide reasonable assistance to the other Party in connection with any action or proceeding brought as a result of such breach. Any Confidential Information and/or portions thereof provided under this Agreement (including but not limited to incorporation into any item, software, technology, service or other deliverable) may be subject to export laws and regulations, and the Parties acknowledge that the export, transfer or use of such Confidential Information will be in compliance with applicable export control laws and regulations. This section shall survive the termination of the contractual relationship.

The Parties do not intend to exchange personal data.  However, in the unlikely event that personal data is transferred for the Purpose, the Parties hereby warrant that they will only process such data in accordance with the EU General Data Protection Regulation and all applicable local data protection laws. In the event that personal data is not transferred exceptionally, i.e., on a regular basis, the Parties shall enter into a data processing agreement.

23. COMPLIANCE WITH CODE OF CONDUCT

The Customer, as part of the Sumitomo Electric Group, is committed to conducting its business in accordance with the Sumitomo Electric Industries Code of Conduct (see sumitomoelectric.com/sustainability/csr/coc). The Sumitomo Electric Group endeavours to do business with suppliers who share our commitment to integrity and compliance with the law and has adopted a Supplier Code of Conduct ("SCoC"). The Supplier agrees to comply with the Sumitomo Electric Group SCoC (see sumitomoelectric.com/sustainability/csr/scoc). The Supplier acknowledges that it has read the SCoC and that all business between the Parties shall be conducted in accordance with the principles set out in the SCoC.

At the Customer's request, the Supplier is obliged to co-operate in the inspection of the Customer, which is carried out to determine whether the Supplier complies with the aforementioned obligations.

24. ASSIGNMENT

Neither this order and these Terms and Conditions nor the rights and/or obligations of the Supplier arising therefrom may be assigned, transferred or conveyed by the Supplier without the prior written consent of the Customer.

The Customer may at any time transfer its rights and/or obligations to third parties.

25. SEVERABILITY

If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavour in good faith to amend these Terms and Conditions so as to eliminate the invalidity or unenforceability and to give effect to the intent of the provision held to be invalid or unenforceable.

26. NO WAIVER

Failure or delay by either Party to require the other Party to perform any provision of this order shall not affect the right of the former Party to require full performance of that provision at a later date. The waiver by either Party of any breach of any provision of this order shall not be deemed a waiver by such Party of any subsequent breach of such provision.

27. TRANSLATIONS

In the event of any deviations between or any discrepancies between the German and English versions of these Terms and Conditions, the German version shall prevail. The headings contained herein are for convenience only and shall have no material effect on the interpretation of these Terms and Conditions.

28. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

The validity, interpretation and performance of these Terms and Conditions and this order shall be governed and construed in accordance with the laws of the Federal Republic of Germany (to the exclusion of the Convention on Contracts for the International Sale of Goods).

The courts of Frankfurt am Main, Germany shall have exclusive jurisdiction over any claim and dispute arising between the Parties out of or in connection with these Terms and Conditions or this order or their validity.

29. ENTIRE AGREEMENT AND AMENDMENT

This order, together with any other documents expressly referred to herein, constitutes the entire agreement between the Parties and may not be amended or modified except in writing signed by duly authorised representatives of the Parties. No representations, promises or conditions not contained herein shall be binding upon either Party.

Wiesbaden, April 2024