Conditions of purchase

Status of September 1st, 2021

1. General, scope of application

1.1 These Terms and Conditions of Purchase of EKU Power Drives GmbH ("EKU") shall apply to all business transactions of EKU with suppliers and contractors (hereinafter jointly referred to as "Supplier").

1.2 General terms and conditions of business of the supplier which conflict with or deviate from these Terms and Conditions of Purchase (irrespective of how they are referred to; "GTC") shall only be recognised if EKU has agreed to their validity in writing. Acceptance of goods or services of the supplier (hereinafter jointly referred to as "delivery item") shall not constitute consent, even if acceptance or payment is made with knowledge of conflicting or deviating GTC of the supplier.

1.3 Any previously agreed General Terms and Conditions of the Supplier which conflict with or supplement these Terms and Conditions of Purchase shall no longer be recognised.

1.4 EKU's Terms and Conditions of Purchase shall also apply to future transactions and con tracts with the supplier.

1.5 The Terms and Conditions of Purchase are available on the Internet (www.ekupd.com) and will be gladly handed over to the supplier upon request.

1.6 Insofar as written form is required in accordance with these Terms and Conditions of Purchase, fax, remote data transmission or e-mail shall also suffice.

2. Conclusion of contract and contract amendments

2.1 Orders, conclusion of contracts, delivery call-offs or changes thereto must be made in writing.

2.2 If the supplier does not accept EKU's offer within 2 weeks, EKU shall be entitled to revoke the offer.

2.3 EKU shall be entitled at any time to demand changes in the design and execution of the delivery item. The Supplier shall carry out such changes without delay. The Supplier may object to EKU's request for changes insofar as the implementation is unreasonable for the Supplier. If adjustments to the contract are necessary as a result of the changes, in particular additional or reduced costs caused by the changes, the contracting parties shall reach an appropriate mutually agreeable arrangement.

2.4 The Supplier shall not be entitled to make any changes with respect to the delivery items, in particular with respect to specifications, additional or not agreed functionali ties, drawings, design, software, constructions, production process, time and place of delivery, packaging, quality, quantities and means of transport without EKU's prior writ ten consent.

3. Delivery and packaging

3.1 The provisions according to DDP - Delivered Duty Paid (Incoterms 2020) shall apply. The supplier shall clear the delivery items for export and also for import. Delivery shall be made at the Supplier's expense free of charge to the receiving point specified by EKU.

3.2 The supplier shall dispatch the delivery items intended for EKU in such a way that the railway, parcel service, freight forwarder or other carriers are not entitled to reject claims for damages due to non-delivery, late delivery and/or damage.

3.3 If , by way of exception, EKU bears the freight, the Supplier shall choose the mode of transport selected by us, otherwise the mode of transport and delivery most favourable to EKU.

3.4 EKU shall bear the costs of breakage and transport damage insurance, only if this has been agreed in writing.

3.5 Packaging is included in the price. If, by way of exception, something else has been agreed, the supplier may only invoice EKU for the cost price.

3.6 If the Supplier has assumed responsibility for installation or assembly, it shall bear all related expenses, in particular personnel, travel and material costs, including any costs for the provision of tools.

4. Delivery dates, disruptions and delays

4.1 Agreed dates and deadlines shall be binding. The receipt of the goods by EKU shall be decisive for compliance with the delivery date or the delivery period.

4.2 If delivery "ex works" (DAP or DDP in accordance with Incoterms 2020) has not been agreed, the supplier shall make the goods available in good time, taking into account the time for loading and dispatch to be agreed with the carrier.

4.3 If agreed deadlines are not met, the statutory provisions shall apply. In addition, in the event of default after a reminder, EKU shall be entitled to demand a contractual penalty of 0.3% of the net order value per day or part thereof in addition to the delivery. The contractual penalty paid shall be offset against a claim for damages.

4.4 The supplier shall take all necessary and reasonable measures to ensure that EKU re ceives the delivery items in accordance with the contract. If the supplier becomes aware of any concrete circumstances or events which lead or could lead to the non-observance of a delivery date or a delivery quantity, the supplier shall take all necessary and reason able remedial measures and inform EKU without undue delay. The supplier shall also inform EKU of abstract risks which may affect delivery times and delivery quantities and have appropriate and up-to-date hedging and contingency plans in place to avoid such risks.

4.5 The unconditional acceptance of a delayed delivery or service shall not constitute a waiver of the claims for damages to which EKU is entitled on account of the delayed delivery or service.

4.6 Early deliveries, partial deliveries or the delivery of excess quantities shall require the prior written consent of EKU. In the absence of such consent, EKU shall be entitled to refuse acceptance of such delivery or to return the same at the Supplier's expense. Not withstanding the consent of EKU, the Supplier shall reimburse EKU for any damage and costs incurred by EKU as a result of the premature deliveries, partial deliveries or deliv ery of excess quantities. The provision in 4.5 shall apply accordingly.

5. Force majeure

Force majeure, operational disruptions for which EKU is not responsible, riots, acts of terrorism, official measures and other unavoidable events, in particular severe weather, fire, epidemics, embargoes, strikes or other labour disputes as well as other circum stances which are beyond EKU's control despite preventive risk management customary in the industry, shall release EKU from its obligation to accept ordered delivery items in 2 due time for the duration of the event. The contracting parties shall immediately provide each other with the necessary and reasonable information and adjust their obligations in good faith to the changed circumstances.

6.Transfer of risk

Unless otherwise agreed in writing between the contracting parties, the risk in the de livery items shall pass from the Supplier to EKU in accordance with the Incoterm agreed in the delivery contract. If no special agreement has been made, DDP - Delivered Duty Paid (Incoterms 2020) shall apply. The supplier shall bear the risk until the goods arrive at the agreed destination. Unless otherwise agreed, the place of destination shall be Nobelstraße 15, 70569 Stuttgart.

7. Prices

7.1 If the contracting parties have not reached any special agreement, DDP - Delivered Duty Paid (Incoterms 2020) shall apply. Accordingly, the prices - including transport, export and import clearance, packaging, but excluding VAT.

7.2 Agreed prices are fixed prices unless the Supplier reduces its prices generally.

7.3 Price increases shall only be effective if EKU acknowledges them in writing.

7.4 Invoicing regulations

7.4.1 Sales invoices should be issued to the following address

EKU Power Drives GmbH

Nobel Street 15

70569 Stuttgart

7.4.2 Sales invoices should be emailed to the following address: buchhaltung@ekupd.com Or alternatively by post to the address quoted in

7.4.3 All invoices must contain all relevant tax and bank information. All invoices must indicate the expiration date. If paid by a pro forma invoice of an earlier date, it must indicate the earlier payment and its source document.

7.4.4 The order number of EKU Power Drives GmbH must be stated on every invoice, every delivery note, every return, every credit note.

7.4.5 In the case of all sales invoices sent to EKU Power Drives GmbH with a discount date, where due to errors and/or omissions on the part of the supplier there are discrepancies in the invoice data resulting in delays and subsequent resubmission of the invoice by the supplier, the new invoice (sent later) must have an updated date and comply with the same deadlines already specified for discounts, as errors and/or omissions are not our responsibility.

8. Terms of payment

If no special agreement has been made, EKU shall pay invoices of the Supplier within 30 days of receipt of the goods or services or receipt of a correct and auditable invoice, whichever is later. Payment shall always be made subject to invoice verification.

9. Warranty

9.1 The supplier warrants that the delivery items are free of defects and, in particular, that they are suitable for the use stipulated in the delivery contract. The supplier also war rants that the delivery items comply with all laws and regulations applicable to them in the relevant sales markets.

9.2 If the contractual partners have regulated the warranty in the delivery contract or con cluded a warranty agreement, these shall have priority over the following regulations. 9.3 The warranty period for all delivery items begins on the delivery date and ends on the earlier of the following dates:

9.3.1 on the expiry of the warranty period to which the final purchaser of the delivery items or the products into which the delivery items have been incorporated is en titled, or 9.3.2 on the 5th (fifth) anniversary of delivery.

10. Notice of defects

10.1 Upon receipt of the goods, EKU shall inspect the delivered goods only for obvious dam age, in particular transport damage and identity or quantity deviations. Any further qual ity assurance agreements must be made in writing.

10.2 EKU shall give notice of defects immediately after their discovery.

10.3 In this respect, the supplier waives the objection of delayed notification of defects.

11. Claims for defects

11.1 Unless otherwise stipulated below, the statutory provisions on material defects and de fects of title shall apply.

11.2 EKU shall have the right to choose the type of subsequent performance. The place of performance for subsequent performance shall be the intended location of the item. The Supplier may refuse the type of subsequent performance chosen by EKU if it would only be possible at disproportionate cost and effort.

11.3 If EKU cannot reasonably be expected for operational reasons to allow the supplier to remedy the defect or replace the defective delivery items, or if the supplier is not willing or able to remedy the defect or make a new delivery, or if the supplier does not imme diately comply with the request to remedy the defect or make a new delivery, EKU may either remedy the defect itself or have it remedied by third parties at the supplier's ex pense or make the defective delivery items available for collection by the supplier. The risk of accidental loss shall pass to the supplier upon notification of the delivery.

11.4 The supplier shall indemnify EKU against claims of third parties due to the infringement of third party rights by the delivery items. This shall not apply if the supplier proves that it is not responsible for the infringement. The supplier shall immediately provide EKU with the information and documents required for the defence of such third party claims.

11.5 Insofar as statutory limitation periods are not longer, claims for indemnification shall become statute-barred after three years. The limitation period shall not commence until the end of the calendar year in which the claim arose and EKU became aware of the circumstances giving rise to the claim or should have become aware of them through gross negligence.

11.6 Insofar as statutory limitation periods are not longer, claims for material defects - except in cases of fraudulent intent - shall become statute-barred after three years. The limita tion period begins with delivery (transfer of risk).

11.7 Insofar as statutory limitation periods are not longer, claims due to defects of title shall become statute-barred in accordance with the provisions in 11.5.

11.8 In the case of replacement deliveries, the limitation period for these goods shall begin anew upon delivery.

11.9 Within the scope of subsequent performance, the supplier shall bear the transport, travel, labour, installation, removal and material costs. If EKU incurs costs and expenses 4 in connection with the repair or replacement of the delivered goods as a result of the defective delivery, these shall be borne by the supplier unless the supplier is not respon sible for the defect.

12. Product liability and recall

12.1 In the event that EKU is held liable on the basis of product liability, the supplier shall indemnify EKU against such claims if and to the extent that the damage was caused by a defect in the goods delivered by the supplier. In cases of fault-based liability, this shall only apply if the supplier is at fault. The supplier is obliged to prove that he is not at fault.

12.2 In the cases of Clause 12.1, the Supplier shall bear all costs and expenses, including the necessary and reasonable costs of any legal action.

12.3 In all other respects the statutory provisions shall apply.

12.4 EKU shall inform the Supplier - except in case of special urgency - prior to a recall action due to a defect in the goods delivered by the latter in order to give him the opportunity to cooperate.

12.5 The costs of the recall action shall be borne by the supplier, unless he is not responsible for the defect.

13. Withdrawal and termination

13.1 Apart from the statutory rights of withdrawal, EKU shall also be entitled to withdraw from the contract if a material deterioration in the financial circumstances of the sup plier occurs or threatens to occur and the fulfilment of the supplier's delivery obligation is jeopardised as a result.

13.2 EKU shall also be entitled to rescind the contract if the Supplier or any third party acting on its behalf

13.2.1 becomes insolvent, threatened insolvency or overindebtedness occur

13.2.2 ceases to make payments

13.2.3 an application is made to open insolvency proceedings or comparable proceedings for the settlement of debts in respect of the assets or the business or the opening is rejected for lack of assets.

13.3 In the event of a continuing obligation, the provisions of Clauses 13.1 and 13.2 shall apply mutatis mutandis, with the proviso that the right of extraordinary termination shall replace the right of rescission.

13.4 If EKU declares its withdrawal or termination, the Supplier shall compensate EKU for any damage incurred as a result, unless the Supplier is not responsible for the occur rence of the right of withdrawal or termination.

13.5 Legal rights or claims shall not be limited by the above provisions.

14. Confidentiality

14.1 The supplier shall treat as confidential all information received directly or indirectly from EKU in the course of the business relationship. He shall not be entitled to disclose such information to third parties or make it available to third parties in any other form with out the prior written consent of EKU. This shall not apply to such information which is demonstrably public knowledge.

14.2 The Supplier may only make the information available to those persons in its own com pany who require it in order to fulfil the purpose of the contract.

14.3 Products manufactured by the supplier according to documents, drawings, models or the like as well as with tools of EKU may be used by the supplier exclusively for the pur pose of the contract and may therefore neither be offered nor delivered to third parties.

15. Liability of EKU

EKU shall be liable for intent and gross negligence, for slight negligence only in the event of injury to life, limb, health or material contractual obligations (cardinal obligations). This shall also apply to any vicarious agents.

16. Third party rights, property rights

16.1 The supplier guarantees that his goods as well as the manufacturing process do not in fringe any rights of third parties, in particular patent rights, utility model rights, copy rights, design rights or trademark rights.

16.2 The supplier shall be liable for any expenses and damages (including for any legal action) incurred by EKU as a result of the infringement of third party rights and shall indemnify EKU against all claims arising from the use of such rights.

16.3 However, the Supplier shall only be liable for claims arising from the infringement of registered industrial property rights and applications for industrial property rights when the delivery items are used in accordance with the contract if at least one of the family of industrial property rights has been published either in the Supplier's home country, by the World Intellectual Property Organization (WIPO), by the European Patent Office (EPO) or in one of the following countries: the Federal Republic of Germany, China, France, Great Britain, Japan or the United States of America.

16.4 The liability and indemnity obligation under Clause 16.2 shall not apply if the Supplier has manufactured the delivery item in accordance with drawings and models provided by EKU and did not know and, in connection with the products developed by it, did not have to know that third party industrial property rights would be infringed thereby.

16.5 The contracting parties shall inform each other without delay of any risks of infringe ment that become known and of any cases of infringement and shall support each other free of charge in a reasonable manner in the defence against possible claims.

17. Export and customs

17.1 Unless otherwise agreed, delivery shall be determined in accordance with the provisions of DDP - Delivered Duty Paid (Incoterms 2020). Accordingly, the supplier is also respon sible for export and import.

17.2 Supplier shall inform EKU of any licensing requirements or restrictions on (re-)exports or imports of its goods in accordance with the applicable export control and customs regulations of the country of origin and import control and customs regulations of the place of destination.

17.3 The Supplier shall take appropriate supply chain security measures of the WCO SAFE Framework of Standards.

17.4 The supplier shall inform us of the commercial origin of its goods. If required, he shall issue a certificate of origin to EKU.

17.5 In the case of deliveries of goods across customs borders, the Supplier shall enclose with the delivery all documents and information required for a complete and correct import customs declaration.

17.6 The Supplier shall support EKU with all means available to reduce or minimize EKU's payment obligations, if any, with respect to customs and customs clearance costs.

18. Insurance

18.1 The Supplier shall ensure adequate insurance cover with regard to its contractual obli gations and provide EKU with evidence thereof upon request.

18.2 EKU shall be entitled to require the Supplier in special cases to take out a specific insur ance or with a specific sum insured.

19. Compliance, Social Responsibility and Sustainability

19.1 The Supplier undertakes to comply with all laws and regulations affecting it and the busi ness relationship with EKU.

19.2 The Supplier undertakes to comply with applicable as well as nationally and internation ally recognised anti-corruption regulations (in particular but not exclusively FCPA - For eign Corrupt Practices Act, UK Bribery Act) and not to offer or grant or demand or accept advantages in business dealings or in dealings with public officials.

19.3 The Supplier undertakes not to enter into any agreements or take any actions within the business relationship with EKU which violate any valid competition or antitrust regula tions.

19.4 Supplier warrants to pay reasonable wages and equal compensation for work of equal value without distinction and to comply with the applicable laws regulating the general minimum wage.

19.5 The Supplier undertakes to comply with the rules and regulations applicable to it in each case concerning environmental protection, health and safety at work, the treatment of employees and the protection of human rights.

19.6 EKU shall have the right to withdraw from the contract or to terminate the contract extraordinarily in the event of serious violations of the provisions in 19.1 to 19.5. In ad dition, the Supplier shall compensate EKU for the damage caused by the breach and indemnify EKU in the event of claims being made by third parties.

20. Rights of retention

The Supplier shall only be entitled to rights of retention if its counterclaims have been legally established, are undisputed or have already been acknowledged by EKU. Further more, the Supplier may only exercise the right of retention to the extent that its coun terclaim is based on the same legal relationship.

21. Applicable law, place of jurisdiction and venue

21.1 The provisions contained in a supply contract (including these Terms and Conditions of Purchase) shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

21.2 The place of jurisdiction for all legal disputes is Stuttgart.

21.3 EKU shall be entitled, at its discretion, to bring an action against the Supplier at the court of its registered office, its branch office or at the court of the place of performance.

22. Other provisions

22.1 Any amendment, modification, cancellation or waiver of any provision of these Terms and Conditions of Purchase shall be made in writing. EKU shall give its consent to sup plements, amendments, cancellation or waiver only on a case-by-case basis. The Sup plier may not derive any general validity therefrom. Any notice or request given to the 7 Supplier in a particular circumstance or on a particular occasion shall not entitle the Supplier to receive any further notice or request in similar or different circumstances.

22.2 If any provision of these Terms and Conditions of Purchase is or becomes void, invalid, impracticable or unenforceable in whole or in part ("defective provision"), the validity and enforceability of the remaining provisions shall not be affected thereby. The con tracting parties hereby undertake to replace the defective provision with a provision which, as far as legally possible, comes as close as possible to what the contracting par ties would have agreed in accordance with the spirit and purpose of this Agreement had they recognised the defectiveness of the provision. If the defectiveness of a provision is based on a measure of performance or time (deadline or date) stipulated therein, the provision shall be agreed with a legally permissible measure that comes as close as pos sible to the original measure. The same shall apply to any loopholes in these Terms and Conditions of Purchase.

22.3 The Supplier shall not be entitled to transfer any rights and obligations under the Supply Agreement and/or the associated framework supply agreement, either in whole or to third parties, without the prior written consent of EKU.