General Terms and Conditions of Supply

1. These General Terms and Conditions of Supply (the "Terms") govern the legal relationship between Spacemagnets Europe GmbH (the "Supplier") and the Purchaser in connection with the Supplier's supplies and/or services (the "Supplies"). They apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, and not to consumers.

The Supplies include, in particular, magnetic materials, magnets, resolvers and related parts and assemblies. The type and scope of the supplies and services to be provided in each individual case shall be determined by the contractual documents referred to in Clause I.2.

Any differing, conflicting or supplementary general terms and conditions of the Purchaser apply only to the extent that the Supplier has expressly agreed to their application. This also applies where the Supplier performs a Supply without reservation while aware of such terms. Individually agreed provisions take precedence.

The version of these Terms validly incorporated into the contract also applies to future transactions of the same kind, unless other terms are validly agreed.

2. The scope, quality, quantity, functionality and technical specifications of the Supplies shall be determined primarily by the relevant individually agreed provisions between the parties, otherwise by the Supplier's order confirmation that has become part of the contract and, additionally, by its offer that has become part of the contract. Agreed drawings, specifications and quality agreements form part of the description of the contractual performance at their respective agreed revision levels.

Conflicts between technical documents shall be clarified before the affected manufacturing step is carried out. A drawing transmitted subsequently does not replace the agreed revision level without a corresponding change agreement under Clause VII. The precedence of individually agreed provisions remains unaffected.

3. The Supplier reserves its ownership rights and its rights of use and exploitation under copyright law in cost estimates, drawings and other documents (the "Documents"). Documents may be made available to third parties only with the Supplier's prior consent and, if no order is placed, shall be returned or deleted upon request; Clause XVI.4 remains unaffected.

This applies correspondingly to the Purchaser's Documents. The Purchaser permits the Supplier to use, reproduce and disclose its Documents to subcontractors engaged under Clause XV.2 to the extent necessary to perform the contract. This does not include use for other customers or for independent development purposes. Clause XVI and applicable data protection and export control provisions remain unaffected.

4. The term "claims for damages" in these Terms also includes claims for reimbursement of wasted expenditure.

5. Within the limits of applicable law, the Supplier may use contract-related data only to the extent necessary for the initiation and performance of the relevant contract, quality assurance and traceability of the relevant Supplies, handling of claims based on defects, or compliance with statutory retention and record-keeping obligations. Disclosure to affiliated companies or other third parties is limited to these purposes and the necessary extent and is subject to Clause XVI. Any further use of confidential technical data requires a separate agreement. Statutory obligations to protect personal data remain unaffected.

6. The agreed characteristics of the Supplies shall be determined by the contractual documents under Clause I.2; this also applies to manufacture in accordance with drawings or other technical requirements provided by the Purchaser. Depending on the item supplied, the relevant mechanical, magnetic, electrical and functional characteristics, interfaces, conditions of use, and assembly and testing requirements shall be agreed.

For magnetic materials, magnets and magnetic assemblies, these include, in particular, material and magnet grade, dimensions and tolerances, magnetisation direction and polarity, coating and magnetic properties, in each case to the extent relevant to the item supplied.

For resolvers and related parts or assemblies, the specifications shall include, in particular, the configuration supplied (complete resolver, stator, rotor or matched combination), component matching, installation dimensions and tolerances, excitation voltage and frequency, transformation ratio, input impedance, output signals and connection assignments, angular accuracy, and permissible operating speeds and temperature ranges, in each case to the extent relevant to the item supplied. Angular specifications shall define the reference quantity, in particular mechanical or electrical angle, the unit and the assessment method, such as maximum deviation or peak-to-peak value.

Where a characteristic depends on measurement or installation conditions, the relevant conditions, test methods and acceptance criteria shall be specified. The specific values and conditions shall be determined by the agreed product-specific contractual documents, not by the mere mention of a product category in these Terms. Test methods or assessment limits unilaterally applied by the Purchaser do not change the agreed characteristics.

7. The Purchaser is responsible for the design of the end product, the definition of application-specific requirements and the validation of the Supply within the Purchaser's overall system, unless these tasks form part of the Supplier's agreed scope of performance. The Purchaser shall provide the conditions of use and interface information required to perform the contract in good time. Any development, design or advisory services provided by the Supplier shall be assessed according to their respective agreed scope.

For resolvers, the respective agreed scope shall distinguish, in particular, selection advice, matching with excitation or signal-processing electronics, calibration and system validation, and any commitments concerning compatibility or the accuracy of the overall system. The supply of a resolver alone does not constitute an undertaking to provide such additional services or a commitment regarding the accuracy of the overall system. Uses contemplated by the contract and agreed interfaces remain relevant.

The Supplier's obligation to provide Supplies in conformity with the contract, any express performance commitments it has undertaken, and statutory duties to examine and give warnings remain unaffected.

8. Demand forecasts and non-binding quantity plans do not, by themselves, create any obligation to purchase or supply. Binding quantities, call-off periods and authorisations to procure materials or commence manufacturing require a corresponding agreement. That agreement should specify, in particular, the extent of the authorised procurement, its time horizon and the financial treatment upon a change to or termination of the project. A subsequent forecast does not change purchase commitments already agreed.

1. Unless otherwise agreed, prices exclude packaging, freight and transport insurance and are subject to any value added tax payable by law. Other additional services, in particular special storage or inspections by third parties, shall be charged only if agreed or if these Terms or the law provide a corresponding entitlement. Responsibility for customs duties and import charges shall be determined by the agreed delivery term; in the absence of such an agreement, the Purchaser bears import charges arising in the country of destination. The Supplier's own taxes on income shall not be passed on to the Purchaser.

Unless otherwise agreed, invoices are payable without any early-payment discount within 30 calendar days after receipt, but not before delivery. Agreed advance and interim payments remain unaffected. Withholding tax deductions required by law shall be evidenced by appropriate certificates. Any increase in the remuneration to compensate for such deductions requires a separate agreement.

2. Payments shall be made to the bank account designated by the Supplier. The date on which the funds are credited to that account is decisive. The Purchaser bears the charges levied by its payment service provider.

3. In the event of default in payment, the Supplier may claim default interest at nine percentage points per annum above the applicable base rate under section 247 BGB, together with the statutory lump sum under section 288(5) BGB. The statutory requirements, rules on crediting amounts and further claims for losses caused by default remain unaffected.

4. The Purchaser may set off claims that are undisputed, acknowledged by the Supplier or established by a final and binding court decision, as well as counterclaims arising from the same contractual relationship. Rights of retention and rights to withhold performance in respect of claims arising from the same contractual relationship remain unaffected.

5. Charges for agreed samples, initial sample inspections, development services or tooling shall be stated separately. They shall be credited against subsequent series deliveries only if a corresponding agreement has been made.

1. The items supplied (the "Retention Goods") remain the Supplier's property until all claims to which it is entitled against the Purchaser arising from the business relationship have been satisfied. To the extent that the realisable value of all security rights exceeds the amount of the secured claims by more than 10%, the Supplier shall release security in the corresponding amount at the Purchaser's request. The Supplier shall select the security to be released, giving due consideration to the Purchaser's legitimate interests.

2. While title is retained, the Purchaser may neither pledge the Retention Goods nor transfer title to them by way of security. Resale is permitted only in the Purchaser's ordinary course of business. Resale is permitted only on condition that the Purchaser receives payment from its customer or stipulates that title shall pass to that customer only once the customer has fulfilled its payment obligations.

3. If the Purchaser resells Retention Goods, it hereby assigns to the Supplier by way of security its future claims against its customers arising from the resale, together with all ancillary rights, including any claims for balances due, without any further declaration being required. If the Retention Goods are resold together with other items without a separate price having been agreed for the Retention Goods, the Purchaser assigns to the Supplier the portion of the total price claim corresponding to the price invoiced by the Supplier for the Retention Goods.

4. The Purchaser may process, mix or combine the Retention Goods in the ordinary course of business. Processing is carried out for the Supplier without imposing obligations on it. If processing involves materials not owned by the Supplier, the Supplier acquires co-ownership of the new item in the proportion of the invoiced value of the Retention Goods to the value of the other materials processed at the time of processing.

The same applies to combination or mixing with items not owned by the Supplier. If an item belonging to the Purchaser is to be regarded as the principal item, the Purchaser hereby transfers a co-ownership share to the Supplier in the proportion stated above. The Purchaser shall hold the item owned or co-owned by the Supplier free of charge and with the care of a prudent merchant; to that extent, the item is treated as Retention Goods.

The assignment of claims under Clause III.3 also applies to the sale of the new item, but only up to the invoiced value of the Retention Goods processed, combined or mixed. If the Retention Goods are combined with land or movable property belonging to a third party, the Purchaser assigns its claim for remuneration to the Supplier by way of security to the extent corresponding to the Retention Goods' share in the value of the combined Supply.

5. The Purchaser is authorised to collect the assigned claims until that authorisation is validly revoked. Revocation is permitted if the Purchaser is in default with payments that are due and are not lawfully withheld, or if the requirements of section 321 BGB are met, and the measure is necessary to protect the secured claims. After giving prior notice and allowing a reasonable period to expire, the Supplier may disclose the assignment by way of security and require the cooperation necessary to enforce it. Mandatory insolvency provisions remain unaffected.

6. The Purchaser shall notify the Supplier without undue delay of attachments, seizures or other dispositions or interference by third parties. Upon reasonable substantiation of a legitimate interest, the Purchaser shall, without undue delay, provide the Supplier with the information and Documents necessary to assert its rights against the customer.

7. If the Purchaser breaches its obligations, in particular by defaulting in payment, the Supplier may withdraw from the contract subject to the statutory requirements. The Supplier may demand the return of the Retention Goods on the basis of its retained title only after withdrawing from the contract. The statutory rules on when a period for performance must be set and when it may be dispensed with remain unaffected.

8. If the effectiveness of the retention of title in the country of destination requires special registration or other measures, the Purchaser shall cooperate to the extent necessary and reasonable. The Supplier shall inform it in advance of the proposed measures and the expected reasonable costs to be borne by the Purchaser. To the extent that equivalent security can be established only by separate agreement, the parties shall enter into that agreement in good time.

1. Compliance with delivery periods is conditional upon timely receipt of all Documents, permits and approvals to be provided by the Purchaser, in particular agreed drawing and sample approvals, and upon compliance with agreed payment and cooperation obligations. If these requirements are not met in time and this delays the Supply, the periods shall be extended by the duration of the impediment plus a reasonable restart period. This does not apply to the extent that the Supplier is responsible for the delay. The Supplier shall notify the Purchaser without undue delay of any foreseeable effects on the delivery date.

2. The requirements and consequences set out in Clause V apply to force majeure. Late or improper delivery to the Supplier extends the delivery period only to the extent that the Supplier entered into a procurement transaction suitable to cover the order in good time, is not responsible for the failure to receive delivery, and reasonable remedial measures remain unsuccessful. The Supplier shall inform the Purchaser without undue delay of the impediment and its expected duration. Clauses XII and XIII additionally apply to impediments arising from export regulations; the Purchaser's statutory rights remain unaffected.

3. Claims for damages arising from delayed delivery are governed by Clause XIV.

4. Damages in lieu of performance are also subject to Clause XIV. The Purchaser's statutory rights to withdraw from the contract due to late delivery remain unaffected; they do not depend on a damages cap having been reached or on fault on the part of the Supplier, except to the extent required by law.

5. At the Supplier's request, the Purchaser shall state within a reasonable period whether it is withdrawing from the contract because of the delay or insisting on delivery. Mere silence does not constitute a waiver of statutory rights.

6. If dispatch or delivery is delayed at the Purchaser's request for more than one month after notification that the goods are ready for dispatch, the Supplier may charge storage costs of 0.5% of the net price of the affected items for each further month or part thereof, up to an aggregate maximum of 5%. The Purchaser may prove that no storage costs, or substantially lower storage costs, were incurred; the Supplier may prove that higher necessary storage costs were incurred. Storage costs already reimbursed on another basis shall be credited.

7. Partial deliveries are permitted to the extent that they can reasonably be accepted by the Purchaser.

1. Force majeure events are circumstances unforeseeable when the contract was concluded and outside the affected party's reasonably controllable sphere of influence, which cannot be avoided or overcome even with due care and which prevent or delay performance of the affected obligation. They may include, in particular, war, insurrection, acts of terrorism, natural disasters, epidemics, strikes, lockouts and official measures, provided that the above requirements are met in the particular case. The same applies to attacks on IT systems despite appropriate protective measures and to corresponding events affecting subcontractors. Mere cost increases or a lack of liquidity are insufficient.

2. To the extent and for as long as performance is impeded by an event under Clause V.1 for which the affected party is not responsible, the affected periods shall be extended by the duration of the impediment plus a reasonable restart period. The party shall take reasonable measures to mitigate the effects. Payment obligations for Supplies already provided in conformity with the contract remain unaffected.

3. The affected party shall notify the other party without undue delay of the event, the affected obligations and the expected duration. It shall also provide information about material changes and the end of the impediment.

4. If one or more force majeure events and their effects continue for more than 180 days in total, either party may withdraw from the contract in respect of the affected part not yet performed or, in the case of a continuing contractual relationship, terminate that part. Statutory rights to end the contract that arise earlier remain unaffected. Advance payments for Supplies no longer owed as a result of the ending of the contract shall be repaid without undue delay. Ending the contract due to force majeure does not, by itself, create a blanket obligation on the Purchaser to reimburse the Supplier's unavoidable costs; separately commissioned and chargeable services and statutory claims remain unaffected.

1. The Purchaser shall obtain the permits and approvals required for commissioning and use in its end product, unless obtaining them forms part of the Supplier's agreed scope of performance. The Supplier's own statutory product, safety and approval obligations remain unaffected.

2. If a Supply is delayed by a breach of obligation for which the Purchaser is responsible or by its default in taking delivery, the Supplier may, subject to the statutory requirements, claim reimbursement of the necessary and reasonable additional costs resulting from that delay. Statutory claims arising from a failure to cooperate remain unaffected. The Supplier shall mitigate avoidable costs and provide verifiable evidence of the costs claimed; there shall be no double reimbursement.

3. The Purchaser shall provide the drawings, specifications, customer-supplied parts and information that it is required to provide in good time and in full. If the Supplier identifies inconsistencies, omissions or implementation risks apparent to it, it shall draw them to the Purchaser's attention. This does not constitute an undertaking to carry out a comprehensive review of the Purchaser's design or of the suitability of the overall system; agreed and statutory duties to examine and give warnings remain in place. Necessary clarifications and their effects on dates are governed by Clauses IV and VII.

4. Where sample or series production approval has been agreed, the Supplier shall submit the agreed samples and test documents. The Purchaser shall grant approval or communicate specific objections within the agreed review period or, if none has been agreed, within a reasonable review period. For evidential purposes, approval should be documented in text form, identifying the item, sample, drawing revision and scope examined. Silence alone does not constitute approval.

An approval covers only the characteristics identified in it and any expressly agreed deviations. Deviation approvals apply only to the scope or delivery period agreed in each case. The obligation to provide series deliveries in conformity with the contract and rights in respect of defects that could not be identified remain unaffected. Sample or series production approval does not constitute acceptance under the law governing contracts for work (Abnahme), unless such acceptance is separately agreed or required by law.

5. Ownership, the scope of use, maintenance and storage of tools, fixtures and test equipment shall be determined separately in the relevant order. Without a corresponding agreement, the mere payment of a contribution towards development or tooling costs does not transfer ownership. Tools provided by the Purchaser remain its property and may be used only for its orders.

Before customer-owned tools are returned or disposed of after the end of a project, the parties shall coordinate the arrangements; the Purchaser shall first be allowed a reasonable period to decide or to collect them. In the absence of an agreement, there is neither an automatic loss of ownership nor a fixed disposal period. Statutory rights to demand return and rights of retention remain unaffected.

6. The parties shall preserve the agreed item, batch and revision identifications and, to a reasonable extent, the records required for handling defects and for legally required traceability. Special testing, documentation or retention requirements of the Purchaser require a separate agreement. Safety measures required by law must not be delayed as a result.

1. If applicable laws, binding official requirements or agreed technical standards change after the contract is concluded and this materially affects the Supply owed, either party may request an appropriate adjustment of the affected contractual terms. The effects on the scope of performance, costs and dates shall be explained; demonstrable reductions in burdens shall be taken into account as well as additional burdens. Changes to price or performance shall be made by agreement. Clause XIII and statutory rights in the event of impediments to performance remain unaffected.

2. The Purchaser shall notify the Supplier of requested changes to drawings, materials, specifications, tests, quantities or dates before they are implemented. The Supplier shall assess feasibility and provide information about foreseeable effects on price, the delivery date, sample approvals and manufacturing already commenced. A change shall be implemented only to the extent agreed and at the agreed revision or batch level. It should be documented in text form for evidential purposes.

3. The change agreement shall give appropriate consideration to demonstrable additional costs and savings caused by the requested change. These include, in particular, materials authorised for the order that can no longer be used elsewhere, necessary rework, changes to tools and the repetition of agreed tests. Finished goods, work in progress and remaining materials shall be allocated in a verifiable manner. Items already included in the price or otherwise paid for may not be charged again. Achieving the conformity originally owed under the contract in the course of justified claims based on defects is not a chargeable customer change.

4. Changes in raw material prices, exchange rates or general procurement costs do not, by themselves, entitle a party to change the price unilaterally. A price adjustment or indexation agreement may be made separately for the relevant order; it shall specify reference factors, the calculation, adjustment dates and the treatment of cost reductions. Statutory rights under section 313 BGB remain unaffected.

1. Unless a different delivery term has been agreed, risk passes to the Purchaser upon handover where the goods are collected. If, at the Purchaser's request, the Supplier dispatches the goods to a place other than the place of performance, risk passes upon handover to the forwarding agent, carrier or other person designated to carry out the shipment. This also applies to freight-paid deliveries. Transport insurance shall be arranged at the Purchaser's request and expense. Expressly agreed delivery terms take precedence.

2. If the Purchaser is in default in taking delivery, the transfer of risk is governed by the statutory provisions. Mere notification that the goods are ready for dispatch does not replace the statutory requirements for such default.

Receipt of a Supply neither confirms that it is free from defects nor constitutes sample approval, series production approval or acceptance under the law governing contracts for work. The inspection and notification duties under Clause X.5 remain unaffected. Receipt does not exclude statutory rights relating to defects or statutory rights to withhold performance.

The Supplier is liable for defects in quality as follows:

1. If there is a defect in quality whose cause already existed when risk passed, the Supplier shall provide remedial performance (Nacherfüllung) by repair or replacement delivery, at its option. The Purchaser's legitimate interests shall be given due consideration. If the chosen method of remedial performance is unreasonable for the Purchaser, its statutory rights remain unaffected. The Supplier's statutory rights to refuse remedial performance remain in place.

2. The Purchaser shall allow the Supplier the reasonable time and opportunity necessary for inspection and remedial performance and shall provide the goods complained of and the necessary information concerning faults, batches and tests. Access to operating data is limited to the extent necessary for handling the defect and is subject to confidentiality.

Responsibility for necessary transport, travel, labour, material, removal and installation costs is governed by the statutory provisions, in particular section 439(2), (3) and (6) BGB. Wherever possible, the nature and extent of proposed measures shall be coordinated with the Supplier in advance. Urgent measures and cases in which setting a prior time limit or prior coordination may be dispensed with by law remain unaffected.

3. In the case of replacement delivery, the Supplier may require the return of the replaced goods in accordance with the statutory provisions. The Supplier shall bear the costs of taking back the goods that it is required to bear by law.

4. Claims based on defects in quality become time-barred twelve months after delivery or, in the case of stand-alone services, after the statutory commencement of the limitation period. This also applies to claims for damages and reimbursement of expenditure based on a defect in quality, unless otherwise provided below. The statutory provisions referring to limitation periods, in particular section 218 BGB, apply to withdrawal and price reduction.

This shortening of the limitation period does not apply in the cases covered by section 438(1), nos. 1 and 2, and section 634a(1), no. 2 BGB, in cases of fraud or to claims under Clause XIV.1. In these cases, the statutory periods or, as applicable, the terms of a guarantee undertaken shall apply.

The statutory limitation and protection provisions apply to statutory supplier recourse, in particular under sections 445a, 445b and 478 BGB. Statutory provisions on postponement of expiry, suspension and recommencement of limitation periods remain unaffected.

5. If the purchase is a commercial transaction for both parties, the duties to inspect and notify defects under section 377 of the German Commercial Code (HGB) apply. The Purchaser shall inspect the goods without undue delay after delivery, to the extent practicable in the ordinary course of business, and notify apparent defects without undue delay. Defects that become apparent later shall be notified without undue delay after discovery. Timely dispatch of the notification is sufficient.

For evidential purposes, notifications of defects should be made in text form and, where available, identify the item, batch, affected quantity and a description of the fault. Missing details do not invalidate a notification of defects that is otherwise sufficient and timely. The statutory consequences of a failure to inspect or notify and the exception in cases of fraudulent concealment remain unaffected.

6. Where a complaint of defects is justified, the Purchaser may withhold payments in reasonable proportion to the significance of the defect and the expected costs of remedying it. Section 215 BGB and section 438(4) and (5) BGB remain unaffected.

If a request for remedial performance proves unjustified, the Supplier may claim necessary inspection and handling costs only to the extent that the Purchaser knew, or negligently failed to recognise, that the cause of the complaint lay within its own sphere of responsibility and that there was no defect for the Supplier to remedy. The mere failure to identify a fault does not create an obligation to pay costs.

7. If remedial performance fails or setting a time limit may be dispensed with under the statutory provisions, the Purchaser may, subject to the statutory requirements, reduce the remuneration or withdraw from the contract. In the case of an insignificant defect, the statutory right of withdrawal is excluded; the right to a price reduction remains unaffected. Damages are governed by Clause XIV.

8. There are no claims based on defects to the extent that the complaint is attributable exclusively to natural wear and tear or to damage arising after risk has passed as a result of improper handling, storage, processing, assembly, repair or use outside the conditions of use contemplated by the contract. This may include, in particular, impermissible thermal, chemical or mechanical loads. The same applies to changes caused by the Purchaser or third parties and their consequences. Agreed application requirements and the Supplier's own responsibility and duties to give warnings remain unaffected. Agreed tolerances define the characteristics owed; a Supply deviating from them does not become free from defects merely because the deviation is small.

9. The Purchaser bears additional costs of remedial performance arising solely because, after delivery, the goods are moved to a destination other than that agreed or contemplated by the contract, unless the move is consistent with their intended use. Statutory rights of recourse precluding such an allocation of costs remain unaffected.

10. The Purchaser's statutory rights of recourse against the Supplier remain in place subject to their applicable requirements. To the extent that the Purchaser grants its customer additional guarantees, voluntary goodwill benefits or rights exceeding those provided by law without the Supplier's consent, those commitments alone do not create any additional right to reimbursement from the Supplier.

11. Clause XIV applies exclusively to damages and reimbursement of wasted expenditure due to a defect in quality. This does not restrict the rights to remedial performance, price reduction, withdrawal or reimbursement of costs governed by this Clause X.

12. For parts repaired or replaced in response to justified claims based on defects, the contractual limitation period for defects shall not expire before six months have elapsed after remedial performance. Any longer period still running remains in place. The exceptions and statutory rules referred to in Clause X.4, in particular any statutory recommencement, remain unaffected. Remedial performance does not constitute the assumption of a separate durability guarantee.

1. Unless otherwise agreed, the Supplier shall provide the Supply without infringing third-party industrial property rights or copyright (the "IP Rights") in the country of the agreed place of delivery. Agreed additional countries of use and mandatory statutory obligations remain unaffected. If a third party asserts justified claims against the Purchaser due to an infringement of IP Rights by Supplies used in accordance with the contract, the following applies subject to Clauses XI.2 and XI.3:

1.1 The Supplier shall, at its option and expense, obtain a necessary right of use, modify the Supply without impairing its agreed characteristics, or replace it. If this is not possible on reasonable terms, the Purchaser shall have the statutory rights of withdrawal or price reduction.

1.2 Damages are governed by Clause XIV.

1.3 The Purchaser shall notify the Supplier without undue delay of claims asserted and shall coordinate defence measures and settlement negotiations with it. Acknowledgements or settlements to the Supplier's detriment require its consent, which shall not be unreasonably withheld. A breach of these cooperation obligations has consequences only to the extent that it impairs the defence or remedy. Urgent protective measures remain permitted.

2. The Purchaser's claims are excluded to the extent that it is responsible for the infringement of IP Rights and the Supplier is not jointly responsible.

3. The Supplier is not liable for an infringement of IP Rights to the extent that it is attributable exclusively to binding design requirements of the Purchaser, a use neither agreed nor foreseeable for the Supplier, or a corresponding subsequent modification or combination by the Purchaser. This does not apply where the Supplier is responsible for a breach of its own contractual obligations or duties to give warnings. The Supplier's own choice of protected manufacturing processes does not become the Purchaser's risk merely because the Purchaser provided a product drawing.

4. The provisions of Clause X apply correspondingly to remedial performance, cooperation and limitation periods, including the exceptions set out there.

5. The provisions of Clause X apply correspondingly to other defects in title.

6. The Purchaser may provide the Supplier with drawings, data and other requirements for use only if it is entitled to authorise their use in accordance with the contract. If it culpably breaches this obligation, it shall indemnify the Supplier against justified third-party claims caused by that breach and necessary and reasonable legal defence costs. The Supplier shall inform it without undue delay and allow reasonable participation in the defence. Any contributory responsibility of the Supplier shall be taken into account; acknowledgements and settlements to the Purchaser's detriment require its consent, which shall not be unreasonably withheld.

1. The contract shall be performed in compliance with the German, European Union and other national or international foreign trade regulations, embargoes and sanctions applicable to the relevant transaction. United States regulations shall be observed to the extent that they apply to the relevant transaction. Neither party is obliged to perform an act prohibited by law.

2. The Purchaser shall provide the information and Documents within its sphere of responsibility that are required for export, transfer, import and lawful end use. Each party shall obtain the authorisations allocated to it by law or contract; the Supplier's own obligations are not transferred to the Purchaser.

3. The other party shall be notified without undue delay of identifiable authorisation requirements and impediments. The parties shall cooperate in resolving them to a reasonable extent. Effects on dates are governed by Clauses IV and V, and permanent or unreasonable impediments to performance by Clause XIII. An account shall be drawn up for performance no longer owed, crediting payments already made; statutory claims for damages remain unaffected, subject to Clause XIV.

1. If the Supply becomes impossible, release from the obligation to perform, counter-performance and withdrawal are governed by the statutory provisions, in particular sections 275 and 326 BGB. Claims for damages and reimbursement of expenditure are governed by Clause XIV. Advance payments for Supplies no longer owed shall be refunded in accordance with the statutory provisions.

2. If circumstances that formed the basis of the contract change significantly after its conclusion, adjustment and, where applicable, ending of the contract are governed by section 313 BGB. Reasonable options for adjustment shall be considered first. This also applies to substantial impediments arising from export regulations; Clause XII remains unaffected. Mere economic difficulty does not give the Supplier an unconditional right to withdraw unilaterally from the contract.

1. Irrespective of the legal basis, the Supplier has unlimited liability for damages and reimbursement of wasted expenditure in cases of intent or gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect, and in accordance with any guarantee it has undertaken. Liability under the German Product Liability Act (Produkthaftungsgesetz) and other mandatory statutory liability provisions remains unaffected. This also applies to corresponding conduct of legal representatives and persons engaged to perform its obligations.

2. In cases of ordinary negligence outside the cases covered by Clause XIV.1, the Supplier is liable only for breach of an essential contractual obligation. Essential obligations are those whose fulfilment is indispensable to proper performance of the contract and on whose observance the Purchaser may normally rely. In this case, liability is limited to the loss typical of the contract and foreseeable when the contract was concluded. In all other respects, liability for ordinary negligence is excluded.

3. The above limitations also apply for the benefit of the Supplier's legal representatives, employees and persons engaged to perform its obligations, to the extent that claims are asserted directly against them. The exceptions under Clause XIV.1 remain in place. This Clause XIV also applies to claims arising from delay, impossibility of performance, defects in quality or title, and in connection with the ending of the contract.

4. These Terms do not change the statutory burden of proof. Contributory fault and mitigation of loss are governed by the statutory provisions. Clause X.4 governs limitation periods to the extent that its scope of application is engaged; otherwise, the statutory periods apply. This liability provision does not exclude rights to performance, remedial performance, price reduction or withdrawal, or the costs of remedial performance to be borne by law.

1. Transfer of the contract and assignment of the Purchaser's non-monetary rights require the Supplier's prior consent, which shall not be unreasonably withheld. Statutory rights of assignment, in particular under section 354a HGB, remain unaffected.

2. The Supplier may engage suitable affiliated companies and other subcontractors to manufacture and provide its Supplies, unless otherwise agreed. It remains responsible to the Purchaser for fulfilling its contractual obligations. Subcontractors shall, to the extent necessary, be bound by the agreed technical requirements, confidentiality obligations and applicable legal requirements.

3. A contractual transfer of the contract to an affiliated company or other third party that releases the Supplier from its obligations requires the Purchaser's consent. Succession by operation of law remains unaffected.

1. The Documents, know-how, technical and commercial data and other recognisably confidential information made available by the parties to each other shall be treated as confidential and used exclusively for the agreed purpose. They may be disclosed only to employees, affiliated companies, advisers or subcontractors permitted under Clause XV.2 who need them for that purpose and are subject to contractual or statutory confidentiality obligations at least equivalent to those set out here. The receiving party is responsible, in accordance with the statutory provisions, for persons it engages. Clause I.5 does not grant any wider permission to use the information.

2. This confidentiality obligation does not apply to information that:

a) is publicly known or becomes publicly known without a breach of obligation by the receiving party;

b) is lawfully made available to the receiving party by a third party without breach of a confidentiality obligation;

c) is developed by the receiving party independently and without using the confidential information;

d) was already lawfully known to the receiving party without a confidentiality restriction; or

e) must be disclosed pursuant to mandatory statutory obligations or a binding order of an authority or court. In that case, the other party shall be informed in advance to the extent legally permitted; disclosure shall be limited to the necessary extent.

3. The confidentiality obligation continues after the contract ends.

4. Once the underlying purpose has ended, confidential Documents shall be returned or deleted upon request. Exceptions apply to statutory retention obligations, Documents required to assert or defend legal claims, and backup copies that cannot technically be deleted individually without disproportionate effort. Retained information remains subject to this Clause XVI and may not be used for other purposes.

1. The Supplier may suspend the affected performance to a reasonable extent if the Purchaser is more than 30 days in default with a payment due or agreed security, fails to provide cooperation necessary for the Supply, or breaches another essential contractual obligation, and this impairs performance. Unless the circumstances make this unnecessary, prior notice of suspension shall be given, stating the reason and allowing a reasonable period to remedy the breach. The extent of suspension must be reasonably proportionate to the breach.

2. In the case of justified suspension, the affected dates shall be extended by the resulting delay and a reasonable restart period. Necessary and reasonable additional costs shall be reimbursed only in accordance with Clause VI.2; costs saved or already reimbursed shall be credited. The agreed due dates for Supplies already provided remain unchanged. The Purchaser's lawful exercise of rights of retention or rights to withhold performance shall not trigger suspension for breach of obligation or cause amounts to fall due early.

3. If, after the contract has been concluded, it becomes apparent that the claim for counter-performance is jeopardised by the Purchaser's lack of ability to perform, the Supplier shall have the rights under section 321 BGB. Mandatory insolvency provisions remain unaffected.

1. Both parties' statutory rights of withdrawal (Rücktritt) and termination (Kündigung) remain unaffected. Section 314 BGB applies, in particular, to continuing contractual relationships. The mere filing of an insolvency petition or opening of insolvency proceedings does not create an additional contractual right to end the contract. Statutory rights arising from a specific risk to performance or payment and mandatory insolvency law remain unaffected.

2. In the event of delayed delivery or defects, the Purchaser may withdraw from the contract subject to the statutory requirements. Any requirement to grant a reasonable additional period for performance, and statutory exceptions to that requirement, shall be observed. Withdrawal does not require a compensation cap to have been reached; a commitment by the Supplier to pay further damages does not exclude withdrawal.

3. The consequences of a valid ending of the contract, in particular settlement for Supplies already provided and restitution of performance received, shall be determined by the relevant statutory or agreed basis for ending the contract. Rights to unwind parts already delivered, where the statutory requirements are met, are not excluded. Advance payments no longer owed shall be refunded without undue delay.

4. The provisions of Clause XIV also apply if the contract ends. An agreed cancellation or quantity reduction outside statutory rights or rights already agreed requires the Supplier's consent. The settlement shall provide a verifiable account of the stage of manufacture, procurement subject to binding authorisation, unavoidable obligations to subcontractors, savings and opportunities for alternative use.

5. Where the contract concerns the supply of non-fungible movable goods to be manufactured and section 648 BGB therefore applies by virtue of section 650(1) BGB, the Purchaser's right of termination provided there remains in place. In that case, the Supplier's entitlement to remuneration and the deductions for expenditure saved and opportunities for alternative earnings are governed by section 648 BGB.

The settlement shall provide a verifiable breakdown of the portions of performance rendered and not rendered and the amounts to be credited. Payments already made and other reimbursements shall be taken into account. Raw materials, work in progress, tools or cancellation costs may not be charged additionally to the extent already included in the entitlement to remuneration. Merely describing a product as customer-specific does not determine whether the statutory requirements are met.

6. In the event of a material breach of obligation by the Purchaser, in particular default exceeding 60 days with payments due or agreed security, the Supplier may, subject to the statutory requirements and after unsuccessful expiry of any required reasonable period to remedy the breach, withdraw from the contract or terminate a continuing contractual relationship. Statutory rights arising earlier remain unaffected. Claims for remuneration, damages and reimbursement of expenditure are governed by the applicable statutory or agreed basis for ending the contract; the same financial loss may not be compensated more than once.

1. When passing the Supplies on to third parties, the Purchaser shall comply with the national and international export and re-export control regulations, embargoes and sanctions applicable to the relevant transaction. These include German, European Union and United States regulations to the extent that they apply to the relevant transaction.

2. Where required for export control checks by authorities or by the Supplier, the Purchaser shall, upon the relevant request, provide the Supplier without undue delay with all information on the final recipient, final destination and intended use of the Supplier's Supply and the export control restrictions applicable in that connection.

3. If the Purchaser culpably breaches the above obligations, it shall indemnify the Supplier against justified third-party claims caused by that breach and necessary and reasonable legal defence costs. Any contributory responsibility of the Supplier shall be taken into account. The Supplier shall inform the Purchaser without undue delay and coordinate the defence with it. Acknowledgements and settlements to the Purchaser's detriment require its consent, which shall not be unreasonably withheld. This clause does not transfer personal criminal or administrative-offence penalties to the Purchaser.

1. If the Purchaser is a merchant, a legal entity under public law or a special fund under public law, the courts at the Supplier's registered office shall have exclusive jurisdiction over disputes arising from the contractual relationship. The Supplier may also sue the Purchaser in the courts having general jurisdiction over it. Mandatory exclusive jurisdictions remain unaffected.

2. These Terms and the supply contract, including their interpretation and the filling of gaps, are governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

1. If individual provisions of these Terms are invalid or do not become part of the contract, the remainder of the contract remains effective in accordance with section 306 BGB. The statutory provisions replace any invalid provisions. The statutory exception in cases of unreasonable hardship remains unaffected.

2. For evidential purposes, supplements, amendments, approvals and other contract-related declarations should be documented in text form, in particular by email. Statutory form requirements remain unaffected. Individually agreed provisions take precedence over these Terms irrespective of their form; section 305b BGB remains unaffected.

3. Delay or failure in exercising a right does not, by itself, constitute a waiver. Statutory provisions on limitation periods, forfeiture and other loss of rights remain unaffected.