General Terms and Conditions of Purchase

General Terms and Conditions of Purchase (GTP) of Evomatec

1. Scope and Placing of Orders

1.1 These General Terms and Conditions of Purchase ("GTP") of Evomatec and all legal entities affiliated with it ("we", "us", "our") shall apply exclusively to all deliveries, services, and offers ("Contract") from our suppliers and other contractual partners ("Suppliers"). Deviating or conflicting terms of the Supplier shall not be recognized unless their validity has been expressly agreed to in writing. This shall also apply if we accept the delivery without reservation in the knowledge of deviating conditions. A mere reference to documents of the Supplier or third parties shall not constitute agreement.

1.2 These GTP shall also apply to all future transactions with the same Supplier, even if they are not expressly included again. Any transfer or assignment of orders by the Supplier shall require our prior written consent.

1.3 We shall be entitled to terminate the Contract in writing at any time for good cause, in particular if the ordered products can no longer be used for our business operations due to subsequent circumstances. In this case, partial services already rendered and verifiable expenses shall be remunerated in accordance with statutory provisions, less any saved costs or other advantages. Furthermore, we shall be entitled to terminate the Contract in writing with three months' notice. The Supplier shall have the same right of termination after the expiry of the minimum term specified in Art. 3.1, subject to a three-month notice period.

1.4 The Supplier is obliged to inform us immediately of any change in its ownership structure or management ("Change of Control"). In the event of a Change of Control, we shall be entitled to terminate the Contract without notice for good cause.

1.5 The obligation of confidentiality pursuant to Art. 4.2 shall continue to apply after the termination of the business relationship.

2. Delivery Period

2.1 The delivery period specified in the order is binding.

2.2 The Supplier must inform us immediately in writing as soon as circumstances arise or become known that could jeopardize timely delivery.

2.3 We reserve the right to refuse partial deliveries or early deliveries.

2.4 In the event of a delay in delivery, we shall be entitled to our statutory rights, in particular the right to demand damages for non-performance after the expiry of a reasonable grace period.

2.5 In the event of a delay in delivery, we shall be entitled, after a written warning, to demand a contractual penalty of 0.5% of the order value per day of delay, but not more than 5% of the total order value. Any contractual penalty paid shall be offset against any claim for damages.

3. Prices

3.1 The prices stated in the order are fixed prices and shall apply – unless otherwise agreed – for at least 15 months, including delivery "free domicile" (DDP) and packaging.

3.2 Invoices must correspond completely with the information in the order (order number, product number, description, etc.). The Supplier shall be liable for delays due to incorrect or incomplete information.

3.3 Price changes must be requested in writing at least six months before the expiry of the minimum term. If no request is made, the price commitment shall be automatically extended by a further 15 months. Technically necessary product changes may lead to price changes to be mutually agreed upon.

3.4 Payments shall be made in accordance with the conditions specified in the order.

3.5 We shall be entitled to withhold payments if the Supplier's financial situation deteriorates significantly, unless the Supplier provides adequate security.

3.6 We shall be entitled to set-off and retention to the extent permitted by law.

4. Order Documentation and Confidentiality

4.1 Orders shall be deemed accepted if they are not rejected in writing within five working days or if performance has begun.

4.2 We reserve all property rights and copyrights to technical drawings, plans, calculations, design data, intellectual property, and other documents. These may not be made accessible to third parties or duplicated without our written consent. Upon completion of the order, all documents must be returned to us without being requested. The Supplier undertakes to treat all information received within the scope of the business relationship as confidential indefinitely.

5. Transfer of Risk and Delivery Documents

5.1 Delivery shall be "free domicile" (DDP), unless otherwise agreed in writing.

5.2 The Supplier is obliged to state our order number, product number, and description on all shipping papers and delivery notes. If the Supplier fails to do so, we shall not be liable for processing delays.

6. Duty to Inspect and Warranty

6.1–6.5 We shall inspect the goods for defects within a reasonable period. A notice of defect shall be deemed timely if it is made within 14 days of receipt of the goods or, in the case of hidden defects, after their discovery. We shall be entitled to all statutory warranty rights. We shall be entitled, at our discretion, to demand subsequent improvement (repair) or replacement delivery. The limitation period for warranty claims shall be tolled upon receipt of our notice of defect. The warranty period shall recommence upon replacement delivery or subsequent improvement. The warranty period shall be 24 months from the transfer of risk.

7. Quality and Documentation

The Supplier undertakes to comply with all applicable technical, safety-related, and statutory requirements (e.g., CE, UNI). We are entitled to check the Supplier's quality assurance at any time by means of audits. The Supplier shall grant us access to production facilities and test results and guarantees that only properly employed and trained personnel are used. The Supplier undertakes to initiate immediate remedial measures in the event of quality problems with sub-suppliers and to comply with the principles of the Evomatec Code of Ethics and Conduct.

8. Product Liability and Indemnification

The Supplier shall be liable for all third-party claims for personal injury or property damage attributable to defective products and shall indemnify us against all costs and obligations resulting therefrom. The Supplier undertakes to maintain product liability insurance with a minimum coverage sum of EUR 5 million per claim and to provide proof thereof upon request.

9. Safety and Environmental Regulations

Deliveries must comply with all applicable safety, health, and environmental protection regulations. The Supplier undertakes to use environmentally friendly processes in production and to oblige its sub-suppliers accordingly.

10. Intellectual Property Rights

The Supplier guarantees that the delivery does not infringe any third-party intellectual property rights. Should Evomatec nevertheless be held liable by a third party, the Supplier shall indemnify us upon first demand against all claims and shall bear all costs arising therefrom.

11. Retention of Title, Documents, and Tools

Materials, parts, fixtures, or tools provided by us shall remain our property. They are to be used exclusively for the fulfillment of the contract, stored carefully, and insured at replacement value. Any insurance claims are hereby assigned to us in advance. An extended or expanded retention of title by the Supplier shall not be recognized.

12. Spare Parts

The Supplier undertakes to inspect contested parts within four weeks of the complaint and to replace justified warranty cases free of charge. Spare parts must remain available for at least 15 years after delivery. A planned discontinuation of production must be communicated to us at least 12 months in advance.

13. Non-Compete, Place of Jurisdiction, and Place of Performance

The Supplier undertakes not to supply or offer identical or comparable products or services to our customers, competitors, or legal successors during the term of the business relationship. The place of jurisdiction for all disputes shall be Stuttgart, Germany. However, we are also entitled to sue the Supplier at its place of business. The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Unless otherwise agreed, the place of performance shall be our place of business.

14. Code of Ethics and Conduct for Suppliers

The Supplier confirms that it has received, read, and understood the Evomatec Code of Ethics and Supplier Code. The Supplier undertakes to adhere to its principles and to refrain from any conduct to the contrary. A breach of these Codes constitutes a material breach of contract.

Final Confirmation

Date: ___________________________ The Supplier (for acceptance): ___________________________ Evomatec (for acceptance): ___________________________

In accordance with §§ 305 to 310 of the German Civil Code (BGB), the Supplier confirms having read, understood, and expressly accepted all provisions of these General Terms and Conditions of Purchase of Evomatec, in particular the provisions regarding: 1 (Scope and Placing of Orders), 2 (Delivery Period), 3 (Prices), 6 (Warranty), 7 (Quality and Documentation), 8 (Product Liability, Indemnification), 10 (Intellectual Property Rights), 11 (Retention of Title, Tools), 12 (Spare Parts), 13 (Non-Compete, Place of Jurisdiction, Place of Performance).

Date: ___________________________ The Supplier (for acceptance): ___________________________ Evomatec (for acceptance): ___________________________