General Terms and Conditions of Purchase of CP contech electronic GmbH dated 20.01.2022

I. Scope of application, form
These General Terms and Conditions of Purchase (GTCP) apply to all business relationships between CP contech electronic GmbH ("Buyer" / "We") and its business partners and suppliers ("Seller"). The GPC shall only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

The GPC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GPC in the version valid at the time of the Buyer's order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

These GTCP shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we accept the Seller's deliveries without reservation in the knowledge of the Seller's General Terms and Conditions.

Individual agreements made with the Seller in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

Legally relevant declarations and notifications by the seller in relation to the contract (e.g. setting a deadline, reminder, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.

II. Offers, conclusion of contract, written form
We do not assume any costs or pay any remuneration for the preparation of offers, the preparation of cost estimates, visits, planning and other preliminary services provided by the seller in connection with the submission of offers, unless this has been agreed separately in individual cases.

Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

The seller is obliged to confirm our order in writing within a period of 5 days or, in particular, to execute it without reservation by dispatching the goods (acceptance).

Delayed acceptance shall be deemed a new offer and requires acceptance by us.

Orders are only binding if they are declared or confirmed in writing by the authorized representatives or authorized agents entered in the commercial register.

This also applies to amendments or additions and other agreements made in connection with the conclusion of a contract as well as verbal collateral agreements.

Tenders must be submitted in full and must include all the required services.

The seller shall be bound by his offer for the period specified by him. If no binding period is expressly specified by both parties, it shall be four weeks from receipt of the offer by the buyer.

III Delivery time and delay in delivery
The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 4 weeks from conclusion of the contract. Decisive for compliance with agreed deadlines and dates is the receipt of the defect-free delivery and/or service at the place of receipt or the successfully completed acceptance, if such is agreed or provided for by law. The seller is obliged to inform us immediately in writing, stating the reasons and the expected duration of the delay, if he is likely to be unable to meet agreed delivery times - for whatever reason.

If the seller fails to perform or fails to perform within a grace period set by us, we shall be entitled, even without warning, to refuse acceptance, to withdraw from the contract or to claim damages for non-performance. We are also entitled to withdraw from the contract if the seller is not responsible for the delay. The provisions in paragraph 3 remain unaffected.

If the seller is in default, we may - in addition to further statutory claims - demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. We reserve the right to prove that higher damages have been incurred. The seller reserves the right to prove that no damage at all or only significantly less damage has been incurred.

IV. Partial, excess or short deliveries

(1) Partial deliveries or partial services require the prior written consent of the Buyer. The acceptance of partial deliveries or partial services shall not constitute any premature maturity of payment obligations or consent to the assumption of additional transportation costs.

(2) The Buyer reserves the right to recognize excess or short deliveries in individual cases.

(3) If excess deliveries are made without prior written consent, the Buyer shall be entitled to refuse to accept the delivery, to store it at the Seller's expense or to return it to the Seller.

V. Performance, delivery, transfer of risk, default of acceptance
The Seller is not entitled to have the performance owed by it rendered by third parties (e.g. subcontractors) without our prior written consent. The Seller shall bear the procurement risk for its services, unless otherwise agreed in individual cases (e.g. limitation to stock).

Delivery shall be made within Germany "free domicile" (DDP Incoterms 2020) to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Leopoldshöhe, Germany. The respective place of destination is also the place of performance for the delivery and any subsequent performance (debt to be discharged at creditor's domicile).

The delivery must be accompanied by a delivery bill stating the date (issue and dispatch), content of the delivery (article number and quantity) and our order identification (date and number). If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery bill. The seller shall be liable for any consequences of incorrect consignment notes.

At the Buyer's request, the Seller shall take back packaging material free of charge at the place of receipt, unless otherwise agreed.

The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.

The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must also expressly offer us its performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract relates to a non-fungible item to be manufactured by the Seller (individual production), the Seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate. The acceptance of a delayed delivery shall not constitute a waiver of any claims.

Cases of force majeure (in particular labor disputes) as well as other external circumstances beyond the Buyer's control that could not be foreseen by the Buyer shall entitle the Buyer to postpone the receipt of deliveries and/or services or acceptance accordingly.

In the event of short-time working, business interruption and other cases of business shutdown which prevent the Buyer from accepting deliveries and services in the affected area through no fault of its own, the contracting parties shall agree a suitable alternative date. The Buyer shall contact the Seller in good time if possible.

VI. Prices and terms of payment
Invoices shall be submitted separately in duplicate for each order - stating the order data - after complete defect-free delivery or completion of services or, in the case of performance-related services, after their acceptance. The Buyer may return invoices without an order number to the Seller unprocessed.

The price stated in the order is binding. All prices include the currently applicable statutory value added tax, unless this is shown separately.

Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transportation costs including any transportation and liability insurance).

Unless otherwise agreed, the agreed price shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice, unless otherwise agreed. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.

Payments do not constitute recognition of the delivery or service as being in accordance with the contract. We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the seller arising from incomplete or defective services.

We do not owe any interest on arrears. The statutory provisions shall apply to default in payment.

The Seller shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

VII Confidentiality and retention of title
We reserve the right of ownership and copyright to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the documents provided has become generally known.

The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the Seller for production. Such items shall - as long as they are not processed - be stored separately at the Seller's expense and insured to an appropriate extent against destruction and loss.

Any processing, mixing or combination (further processing) of items provided by the seller shall be carried out on our behalf. The same applies in the event of further processing of the delivered goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the price. If, however, in individual cases we accept an offer of the seller to transfer ownership conditional on payment of the purchase price, the seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple reservation of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

VIII. Defective delivery
The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the seller, unless otherwise specified below.

In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions which - in particular by designation or reference in our order - are the subject matter of the respective contract or have been included in the contract in the same way as these GPC shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the seller or the manufacturer.

We are not obliged to inspect the goods or make special inquiries about any defects when the contract is concluded. Partially deviating from § 442 para. 1 sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us upon conclusion of the contract due to gross negligence.

The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed to be immediate and timely if it is sent within 7 working days of discovery or, in the case of obvious defects, of delivery.

Subsequent performance shall also include the removal of the defective goods and reinstallation, provided that the goods have been installed in another item or attached to another item in accordance with their nature and intended use; our statutory claim to reimbursement of corresponding expenses shall remain unaffected. The Seller shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that there was in fact no defect. Our liability for damages in the event of an unjustified request to remedy defects shall remain unaffected; in this respect, however, we shall only be liable if we recognized or were grossly negligent in not recognizing that there was no defect.

Notwithstanding our statutory rights and the provisions in para. 5, the following shall apply: If the Seller fails to fulfill its obligation to provide subsequent performance - at our discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period of time set by us, we may remedy the defect ourselves and demand compensation from the Seller for the expenses required for this or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances immediately, if possible in advance.

Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.

IX. Quality, environment, occupational safety
The Seller warrants that its deliveries comply with the statutory provisions, the recognized rules of technology and the safety regulations and that the agreed technical data are complied with. He further warrants that the goods comply with the occupational safety and accident prevention regulations and the law on technical equipment. In addition, he warrants that the goods comply in particular with DIN standards, VDE regulations, REACH and RoHS declarations and other recognized technical regulations.

The seller is obliged, particularly in the case of continuing obligations, to keep the ordered goods up to date at all times. Any technical changes intended by the Seller or changes affecting our production must be agreed with us in advance.

The contract products must comply with all statutory approval regulations, applicable safety requirements, testing, environmental and labeling regulations worldwide.

The Seller shall apply the most environmentally compatible and economical process for production and for the recyclability and recoverability of the delivery items according to the state of the art in science and technology.

The vendor undertakes to provide a copy of its certification certificate in accordance with DIN EN ISO 9000ff or its DAkkS certificates, if available, for classification in our vendor file. These serve as proof that the seller's QM system meets the requirements of DIN EN ISO 9000ff or for which areas the seller is accredited. The classification is updated periodically based on the results of the business relationship with the vendor.

X. Spare parts
The Seller undertakes to facilitate or carry out orders for spare parts for delivered goods for a period of at least six years after the last delivery, irrespective of whether we have resold the goods unprocessed or processed.

If the Seller intends to discontinue the production of spare parts for the products delivered to us, it shall inform us of this immediately after the decision on the discontinuation. Subject to paragraph 1, this decision must be made at least 6 months before production is discontinued.

XI. Supplier recourse
Our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 445a, 445b, 478 BGB) shall accrue to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the seller that we owe our customer in the individual case. Our statutory right to choose (§ 439 para. 1 BGB) is not restricted by this.

Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 445a para. 1, 439 para. 2 and 3 BGB), we shall notify the seller and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the seller shall be responsible for providing evidence to the contrary.

Our claims arising from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur, e.g. by installation in another product.

XII Manufacturer's liability
If the seller is responsible for product damage, he must indemnify us against third-party claims to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.

Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with claims asserted by third parties, including recall campaigns carried out by us. We shall inform the Seller of the content and scope of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.

Unless otherwise agreed, the Seller shall take out and maintain product liability insurance with a lump sum cover of at least EUR 10 million per personal injury/property damage.

XIII Property rights
The Seller warrants that its goods and services do not infringe any third-party property rights.

The seller is obliged to indemnify the buyer against all claims made by third parties against us due to an infringement of industrial property rights. The Seller shall reimburse all necessary expenses incurred by the Buyer in connection with such claims arising from deliveries and services of the Seller. This claim shall exist irrespective of any fault on the part of the seller. The claim does not exist if the seller proves that he is neither responsible for the infringement of industrial property rights nor should have recognized it at the time of delivery if he had exercised due commercial care.

XIV Data protection
The Buyer is entitled to store and process all data required by the Seller within the framework of the fulfillment of the contractual relationship in compliance with the Federal Data Protection Act (BDSG) in conjunction with the General Data Protection Regulation (GDPR), including personal data.

XV. Proofs of origin, VAT-related proofs, export restrictions
At our request, the Seller shall provide us with proofs of origin together with the delivery or at a later date with all requested information on the delivery item. If the information in the proof of origin no longer applies to subsequent deliveries, the Seller shall be obliged to inform us immediately and in writing of any changes without being requested to do so and to send us up-to-date proofs of origin.
The same shall apply to proofs of VAT for foreign and intra-Community deliveries.
Furthermore, the Seller shall be obliged to inform us immediately and in writing if a delivery is subject to export restrictions in whole or in part, in particular if such restrictions exist under German law or may delay the delivery.

XVI Statute of limitations
The reciprocal claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.

Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims for restitution in rem (Section 438 (1) No. 1 BGB) shall remain unaffected; claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us - in particular in the absence of a limitation period.

The limitation periods under sales law, including the above extension, shall apply - to the extent permitted by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

XVII Choice of law and place of jurisdiction
These GTCP and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

If the seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Leopoldshöhe, Germany. The same applies if the seller is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GPC or an overriding individual agreement or at the Seller's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

XVIII. severability clause
Should individual provisions of these GTCP be invalid or unenforceable, this shall not affect the validity of the remaining GTCP. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The same applies to any loopholes.