I. General

The following terms and conditions constitute the sole content of all contracts concluded between us und the supplier. This shall also apply if we do not expressly refer hereto in later agreements. Any general terms of business of the supplier shall not apply to us, even if we have not expressly raised an objection. Acceptance of contractual items shall not be deemed consent to the general terms of business of the supplier.

II. Purchase Order and Order Confirmation

1. Only written purchase orders shall be binding. Any drawings, standards and specifications given by us in the order, including tolerance specifications, shall be binding. By accepting the order, the supplier acknowledges that he has obtained sufficient information on the required type of execution and scope of work through adequate examination of the available documents. If the purchase order itself and the documents, drawings and plans submitted by us contain any obvious mistakes or errors in typography or calculation, this shall not result in any binding force for us. The supplier is obligated to inform us about such errors in order that our order can be corrected and replaced. This shall also apply to missing documents or drawings.

2. Purchase orders shall only be binding for us if they are confirmed by the supplier through submission, in writing within a period of 14 days from receipt of the order by the supplier, of a binding delivery date, unless agreed otherwise in a particular case.

3. If delivery of a sample is agreed, the purchase agreement is, in the absence of a deviating agreement, subject to the suspensive condition of obtaining sample approval (§ 454 BGB German Civil Code).

4. Every deviation from an approved sample requires the purchaser’s prior written consent, which the supplier shall request with the submission of a new sample. This also applies for deviations in release logs.

5. Deviations in quantity and quality in respect of the text and content of our purchase order and later alterations to the contract are only deemed to have been accepted and agreed when we have expressly confirmed them in writing. The effects of such deviations, especially with regard to additional or reduced costs, shall be settled by mutual agreement.

6. Drawings, tools, samples, models, trademarks and displays or similar, as well as finished products and work in progress, that are provided by us or manufactured on our behalf, shall remain our property and may only be delivered to third parties with our express written consent. Unless provided otherwise by special agreement, these goods shall be delivered back to us promptly on execution of the order without an explicit request. Products manufactured or characterized with such tools, production resources, trademarks and displays of this type may only be delivered to third parties with our express written consent.

III. Delivery and Service

1. The agreed delivery periods and dates are binding. They shall be calculated from the date of the purchase order. The goods must be received within the delivery period or by the delivery date at the reception point named by us. The supplier is in arrears as soon as the agreed delivery date is not met. If there is no explicit agreement on this matter, he shall likewise be in arrears if a delivery period that is reasonable and usual for the circumstances is not observed. The supplier is obligated to compensate us for the damage caused by the delay. Over and above that, we are entitled to rescind the contract and/or demand compensation if the supplier fails to meet the time limit set for delivery. If delays are foreseeable, the supplier shall inform us promptly to obtain our decision on whether the purchase order is to be upheld. The unconditional acceptance of a delayed delivery or service shall not constitute a renouncing of the claims to which we are entitled owing to the delayed delivery or service.

2. Partial deliveries are inadmissible on principle, unless we have expressly consented to them in writing.

3. We are not under any obligation to accept the contractual goods before the agreed delivery date.

4. If delivery becomes impossible, we are entitled to demand compensation for damage and/or to claim under other warranty rights.

IV. Shipment

1. Our shipment instructions must be observed. Any expenses we incur through non-compliance with our shipment instructions shall be borne by the supplier. The same applies for added costs which arise through expedited transport which may become necessary on grounds for which the supplier is answerable. We shall only accept additional transport insurance if this was agreed with us beforehand in writing.

2. Delivery shall take place at the expense of the supplier, free of all charges, to the reception point specified by us. If, in exceptional cases, we are to bear the freight costs, the supplier shall choose the mode of conveyance prescribed by us. If no particular mode of conveyance is specified, then the mode of conveyance and delivery that is most economical for us shall be chosen.

3. The risk only passes to us with acceptance of the delivery at our reception point.

4. Packaging is included in the price. If agreed otherwise by way of exception, the packaging shall be invoiced at the prime-cost price. The supplier shall choose the packaging specified by us and ensure that the packaging adequately protects the goods against damage. If goods are returned, at least two thirds of the invoiced value shall be credited to our account.

V. Quality, Acceptance, and Notification of Defects

1. For his deliveries, the supplier is obligated to observe the technical data prescribed by us, the applicable accident prevention regulations and VDE guidelines, the applicable statutory provisions, and the latest recognized rules of technology.

2. To safeguard the quality of his deliveries, the supplier shall carry out a quality inspection that is suited to the type and scope of delivery.

3. For the dimensions, quantities and quality, the values determined during our own goods incoming inspections and quality inspection shall be decisive.

4. The supplier renounces the defence of delayed notification of defects and unconditional acceptance.

VI. Prices and Payment

1. The agreed prices are to be understood as including packaging, freight charges and other expenses.

2. If prices according to weight are agreed, then the net weight as determined by us shall be used for the calculation.

3. We shall pay within 14 days with a 2% discount from the gross invoice sum, reckoned from the date stamp of invoice receipt at our company premises in Bremen, or within 30 days net, unless other terms of payment have been agreed with the supplier in writing. If the goods are received after the invoice, the period allowed for payment shall begin on the date the goods are received. The mode of payment shall be for us to decide. Collect-on-delivery (COD) payments will not be made.

4. In the case of advance payment, we are entitled to request a bank guarantee, moreover we pay pro forma invoices with a 5% discount from the gross invoice sum.

5. Accounts receivable from us can only be assigned to third parties with our written consent. We expressly object to the assignment of claims as part of „real factoring“.

VII. Warranty and Liability

1. The supplier accepts the obligation of ensuring that the goods, including display and marking, comply with our specifications. Our order or commission shall be fulfilled properly and professionally in accordance with the current state of technological development.

2. In case of defects or poor performance of the delivery, we shall report this situation promptly to the supplier, as soon as it is detected within the proper course of business. Section V item 4 shall apply accordingly. In the event of delivery of defective goods, the supplier will be given the opportunity of supplementary performance (rectification of defects / subsequent delivery). The choice shall be up to us. Under the prerequisites set out in Section 439 clause 2 of the German Civil Code (BGB), the supplier has the possibility of rejecting the type of supplementary performance chosen by us. We are entitled to reduce the purchase price or rescind the contract if we have previously set a reasonable time limit for supplementary performance and this has proven unsuccessful. In urgent cases, we are entitled, after notifying the supplier, to perform the rectification of defects ourselves or to have the rectification carried out by a third party. The supplier shall recompense us for all expenses incurred. Moreover, we are entitled to demand compensation for damages. This applies to any breach of duty in respect of both main obligations and secondary obligations. In the event of damage compensation, the supplier is obligated to compensate us for the direct and/or indirect damage incurred as a result of a defect. This also covers the compensation for the consequential losses caused by a defect. As a matter of principle, the supplier shall only be liable for damage compensation if he has culpably caused the damage. When accepting a procurement risk and/or a guarantee, the supplier shall be liable regardless of culpability.

3. The warranty period shall always be two years from acceptance of the delivery items. It is extended correspondingly if we are placed under an obligation by our clients to offer longer warranty periods. If claims are made against us on the basis of recourse in the sense of Section 478 of the German Civil Code, the periods set out there shall apply.

4. For deficiencies in title, the supplier shall indemnify us against any claims by third parties. The statutory warranty period shall apply.

5. For parts refurbished or repaired within the warranty period, the limitation period shall begin anew from the time at which the supplementary performance was executed.

6. If we incur costs (especially transportation, material and labour costs) as a result of defective delivery or poor performance, the supplier shall compensate us accordingly.

7. If a defect becomes apparent within six months from the passing of risk, it shall be assumed that the defect already existed at the time of passing of risk. VII. Warranty and Liability (cont‘d)

8. If claims are asserted against us under product liability or similar principles governing liability on the basis of foreign law, the supplier shall compensate us for damage incurred, insofar as his deliveries or actions were the cause. With regard to these claims, the supplier renounces the defence of the statute of limitations as long as the claims may be asserted against us.

VIII. Proprietary Rights

The supplier shall be liable for ensuring that his delivery and our utilization thereof do not infringe any patents or other proprietary rights of third parties. He shall indemnify us and our customers from all claims arising from the application of such proprietary rights. This shall not apply insofar as the supplier has manufactured the delivered goods according to drawings, models or equivalent descriptions or designs provided by us and does not know or, in connection with the products manufactured by him, cannot know that proprietary rights have been infringed thereby.

IX. Force Majeure

War, civil hostilities, export restraints and trade embargoes resulting from a change in the political circumstances as well as strikes, lockouts, business disruptions, operational restrictions and similar events that make it impossible or unreasonable for us to fulfil the contract shall be deemed “force majeure” and will release us for the duration of their effect from the obligation of timely acceptance. The contractual partners are obligated to inform each other about this state and to adjust their obligations to the changed conditions in good faith.

X. Supplier’s Declarations

1. An important element of the contracts coming into effect in accordance with these Terms of Purchase is the obligation to submit supplier’s declarations according to VO(EG) 1207/2001. If long-term supplier’s declarations are used, changes to the origin status must be reported to us automatically with the corresponding order confirmation.

2. If the supplier’s declarations turn out to be insufficiently informative or defective and we are obliged by the customs authorities to present an INF4 information certificate for this reason or other reasons, there will be an obligation to draw up flawless and complete INF4 information certificates about the origin of the goods, confirmed by the customs office, and to provide these to us promptly on request.

3. If an additional charge is made on us or our customers by a customs authority as a result of defective declarations of origin, or if we or our customers suffer some other pecuniary loss thereby, and the error is based on an incorrect statement of origin from the supplier, the supplier shall be liable for such damage.

XI. Custody/Property

Materials provided by us shall remain our property. They shall be stored separately as such, and may only be used for our orders. The supplier will be liable for impairment of value or loss, even without fault. The goods that are manufactured with the materials provided by us shall become our property in proportion to their respective state of completion. The supplier shall keep these goods safe for us; the costs of keeping these objects and materials safe for us will be included in the purchase price.

XII. Trade Secrets

The supplier is obligated to treat our orders and all the commercial and technical details associated with them as trade secrets.

XIII. Final Provisions

1. Oral ancillary agreements must be expressed in writing to become legally effective.

2. Transfer of the rights and duties of the supplier arising from the contract made with us will require our written consent to be effective.

3. If one of the provisions is or becomes invalid, the other provisions shall remain unaffected.

4. The place of fulfilment shall be the place of delivery or execution specified by us; the place of settlement shall be Bremen.

5. If the supplier is a registered trader, a legal entity in the sense of public law or a separate estate under public law, an action is to be brought at the district court of Bremen or at the regional court of Bremen in the case of any disputes arising from this contractual relationship. We shall also be entitled to file a suit at the head office of the supplier.

6. German law shall apply exclusively, with the exclusion of the laws concerning the international sale of movable goods. The original German wording of this translation of the contract shall take precedence.

Version of July 2023 / zenolight® is a brand of zenolicht® GmbH, Germany