General Terms and Conditions of Purchase of MT Technologies GmbH

§ 1 Scope of application
(1) All orders of MT Technologies GmbH (hereinafter referred to as "MT") are placed exclusively on the basis of the following Terms and Conditions of Purchase. Any sales, delivery or other general terms and conditions of the supplier or service provider (hereinafter referred to as "seller") that deviate from these terms and conditions shall be rejected. These shall only apply if MT has expressly agreed to them in writing. The aforementioned requirement shall also apply if MT accepts the goods without reservation in the knowledge of conflicting terms and conditions.

(2) MT's terms and conditions of purchase shall also apply to all future transactions with the seller.

(3) If statutory provisions deviate from MT's Terms and Conditions of Purchase, the deviating statutory provisions shall apply only to the extent that they are mandatory. Otherwise, the MT terms and conditions shall apply.

(4) If a framework agreement exists between the seller and MT, this agreement shall take precedence.

§ 2 General Terms and Conditions of Purchase
(1) Purchase orders and declarations of acceptance, amendments and other ancillary agreements and arrangements made prior to or upon conclusion of the contract, as well as delivery call-offs, must be made in writing to be legally effective. These must be confirmed by MT in writing.

(2) Legally relevant statements made by the seller to MT after conclusion of the contract (e.g. reminder, withdrawal, setting of deadlines) shall be made in writing.

(3) MT may request changes to the goods within the bounds of reasonableness for the seller if such changes can be implemented within the scope of the normal production process without significant additional effort; this shall apply in particular in the event of technical innovations relating to the goods. MT shall inform the Seller without delay of the necessity of the changes. Effects on costs, delivery dates, etc. shall be adequately taken into account; in particular, MT shall reimburse the Seller for any proven and reasonable additional costs. The seller shall notify MT of any additional costs in writing without delay.

(4) Drawings, illustrations, samples, dimensions or other performance data, etc. provided by MT shall only be binding if this has been expressly agreed in writing.

(5) The seller shall confirm acceptance of the order without delay, but within 5 working days at the latest. Otherwise, MT may cancel the order. If no confirmation is received and MT does not cancel the order, the order shall become effective upon acceptance of the delivery or service.

(6) The seller shall not be entitled to subcontract orders without MT's prior express consent.

(7) Documents or other means of production, such as samples, drawings, models, tools, technical specifications or similar, which are made available to the seller or which MT pays to the seller, may only be used for deliveries to MT and shall all remain the property of MT. MT reserves all copyrights. They may not be passed on to third parties or used for the seller's own purposes, just as the goods produced therewith or thereafter may not be passed on to third parties or used for the seller's own purposes. They shall be kept secret and must be handed over to MT in perfect condition without delay, without retention of copies, individual items or the like, as soon as the order has been completed.

§ 3 Prices, Terms of Payment, Default of Payment
(1) Unless otherwise agreed, the prices stated in the order and confirmed by the seller shall be binding.

(2) The agreed prices shall be understood to be free to the place of receipt specified by MT, including freight, packaging and ancillary costs. In the absence of any agreement to the contrary, MT shall bear only the most favorable freight costs in the case of carriage forward delivery. If the price has not been agreed to include packaging, packaging may only be charged at cost price. Reusable packaging such as crates, containers, etc., shall be returned by MT to the seller carriage paid and shall be credited at the full invoice value. Other packaging or filling material such as wood wool, paper, etc. shall not be charged.

(3) Price increase reservations of the seller shall not be recognized. These are expressly contradicted. § 2 para. 4 remains unaffected.

(4) Invoices shall be sent to MT by separate mail. They shall contain all information required by law as well as any additional information required by MT. Invoices shall be sent immediately after delivery or performance.

(5) Invoices shall be settled by MT in accordance with the agreed terms of payment. In the absence of such an agreement, a payment term of 60 days net shall apply.

(6) Payment and discount periods shall run from receipt of the invoice, but not before receipt of the goods or, in the case of services, not before their acceptance and - insofar as documentation or similar documents are part of the scope of services - not before their handover to MT in accordance with the contract.

(7) Payments may, at MT's discretion, be made by bank transfer, check or in any other suitable and customary manner.

(8) The payment period shall commence upon receipt of the invoice and not after delivery of the goods.

(9) MT may always assert rights of set-off and retention to the extent permitted by law. The seller may only offset or assert a right of retention against such claims against MT that are undisputed, have been established by a court of law or have been expressly acknowledged by MT.

§4 Delivery Dates, Delivery Periods, Scope of Delivery, Delay in Delivery, Transfer of Risk
(1) Agreed delivery quantities, delivery dates and delivery periods shall be binding.

(2) Impending delays in delivery shall be notified to MT without delay. MT's acceptance of the delayed delivery or service shall not constitute a waiver of the claims to which MT is entitled because of the delayed delivery.

(3) MT shall not be obliged to accept partial deliveries. Partial deliveries shall only be permitted with MT's express consent.

(4) Unless otherwise agreed, e.g. in the form of delivery schedules, the receipt of the entire delivery quantity shall be decisive for compliance with delivery dates and delivery periods.

(5) The statutory claims existing in the event of a delay in delivery cannot be excluded. If the seller is unable to meet its contractual obligations within a reasonable grace period, MT may withdraw from the contract, claim damages and assert all other claims granted by law in full against the seller.

(6) If the seller is obliged to deliver to MT several times and if the seller repeatedly exceeds the agreed delivery dates, MT may withdraw from the contract for the part not yet delivered or terminate a framework contract.

(7) Events such as force majeure, etc., which lead to a cessation or substantial limitation of production at MT shall entitle MT to postpone acceptance of the goods for the duration of the hindrance plus a reasonable start-up period. With the delayed acceptance, the payment period shall be extended accordingly. If acceptance is
delayed by more than 3 months, the seller shall be entitled to withdraw from the contract with respect to the performance not yet rendered after having set a grace period to no avail.

(8) The deliveries shall be insured against damage in transit at its expense.

(9) MT's default in acceptance shall be subject to the seller expressly offering the goods, i.e. even in the event that a specific or determinable time has been agreed upon for an act of cooperation by MT.

§ 5 Terms of delivery
(1) Unless otherwise expressly agreed in writing, the place of receipt specified in our order shall be decisive.

(2) Delivery terms shall be DDP (Incoterms 2020) including packaging and preservation to us or to the place designated by us, unless otherwise expressly agreed in writing. In the event of delivery DDP or if we bear transport costs, we shall have the right at any time to switch to delivery FCA (Incoterms 2020), in which case the transport costs shall be deducted from the delivery price accordingly. Our logistical delivery conditions shall apply in their currently valid version.

(3) The Contractor shall ensure transport insurance for the deliveries and shall grant the forwarder SVS/RVS prohibition.

(4) If we expressly assume the shipping costs, the contractual partner shall choose the most favorable shipping method at the lowest costs, unless we expressly specify the shipping method. In the case of agreed delivery FCA, the date, the dimensions, the place of collection and the weight of the consignment shall be notified to us and to the forwarder designated by us in time.

§ 6 Retention of Title, Factoring
(1) In case of existing simple retention of title by the seller, title to the goods shall pass to MT upon payment. The simple retention of title shall only apply with regard to MT's obligation to pay for the respective goods to which title has been retained. Extended and prolonged retention of title shall not be permissible; such retention of title is expressly objected to.

(2) Factoring or any other sale or pledging of claims or other payment claims against MT to third parties shall require our prior consent. This restriction shall not apply in the case of assignment of monetary claims.

§ 7 Warranty, quality, compensation for damages, limitation period, supply of spare parts
(1) The delivery shall be free of material defects and defects of title and shall comply with the recognized rules of technology and the contractually agreed properties and standards. Furthermore, all deliveries or services must at least comply with the safety, industrial safety, accident prevention and other regulations in force in the Federal Republic of Germany at the time of delivery or service.

(2) The Seller shall constantly check and document the quality of the delivery item and adapt its quality management to the latest state of the art.

(3) Insofar as products capable of being replaced in the technical sense are supplied by the Seller, the Seller shall guarantee the supply of replacement parts for a period of at least 12 years, or the contractually prescribed years. If the seller intends to discontinue production, it shall inform MT thereof in writing in due time, but at least 3 months prior to such discontinuation.

(4) Pursuant to §§ 377, 381 of the German Commercial Code (HGB), MT shall inspect the delivery for any defects within a reasonable period of time and, if necessary, notify the seller of such defects. The notice of defect shall be deemed to have been given in good time if it is received by the seller within a period of 10 working days, calculated from the date of receipt of the goods - or in the case of hidden defects - from the date of discovery, or if it is notified in another suitable manner. The obligation to inspect shall be limited to defects which are obvious during our incoming goods inspection upon external examination and with the aid of the delivery documents as well as during a quality inspection by sampling (e.g. transport damage as well as wrong deliveries).

(5) In the event of a defect, MT shall be entitled to the statutory rights and claims. The statutory limitation periods shall apply with the proviso that the warranty period for MT's claims shall be 36 months.

(6) If the seller has made declarations regarding the property, quality, origin, etc. of the delivery, it shall be obliged to compensate MT for any damage caused by the fact that the declared (warranted) property or origin is not recognized due to lack of evidence, defective certificates or lack of verification possibilities.

(7) The seller shall deliver the goods free of third-party intellectual property rights. With respect to the goods to be delivered, the seller shall be obliged to indemnify MT against any legal claims of domestic or foreign third parties that may arise from domestic or foreign patents, utility models, copyrights or other rights. In the event of such a claim by a third party, the seller shall compensate MT for any resulting damage. This shall include, in particular, litigation costs, compensation for damages and any conversion and reconstruction work incurred. The foregoing shall not apply if and to the extent that the seller proves that it is not responsible for the infringement of property rights and that it should not have been aware of such infringement even if it had exercised due commercial care.

§ 8 Environmental protection and occupational safety
The Seller undertakes to comply with all environmental requirements relevant to it. The products must not - as far as compatible with the technical requirements - contain any components which are hazardous to health, a nuisance and/or harmful to the environment. If this is unavoidable, a fully completed EC safety data sheet in accordance with EC Directive 1907/2006 in the respective national language of the recipient must be sent to Materials Management (Purchasing) with the offer. This also applies to packaging used. The release takes place with the sampling. In the event of changes to the products to be supplied, this must be done accordingly. Any waste produced should be recycled in an ecologically sound manner or, if such recycling is not possible, disposed of in an environmentally sound manner. In this regard, we refer to our current environmental policy in accordance with ISO 14001.

§ 9 Place of performance, applicable law, place of jurisdiction
(1) The domestic law of the Federal Republic of Germany shall apply exclusively to all legal relationships. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is hereby expressly rejected. The UN Convention on Contracts for the International Sale of Goods is thus excluded.

(2) Ingolstadt is agreed as the exclusive place of jurisdiction for legal disputes with MT arising from and in connection with this agreement, insofar as this is legally permissible. However, MT shall also be entitled to sue the contracting party at the court of its place of residence.

§ 10 Final provisions
(1) No verbal collateral agreements have been made. Additions and subsidiary agreements to the agreements between MT and the seller shall require a declaration by MT's managing director or authorized signatories in order to be effective. Other employees of MT shall not be authorized to agree on such agreements and supplements.

(2) Should one or more provisions of these General Terms and Conditions of Purchase of MT be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by a provision that comes closest to the ineffective provision in economic and/or ideal terms. This shall apply mutatis mutandis to the filling of contractual gaps.