A. General
1. The following terms and conditions shall apply exclusively to the legal relationship between the supplier and us. Conditions of the supplier and deviating agreements shall only apply if we have accepted them in writing. Neither our silence nor the acceptance of performance or payment shall be deemed to be an acknowledgement.

2. Orders and acceptance as well as amendments and supplements thereto must be made in writing. Verbal agreements at the time of conclusion of the contract shall only be effective if they have been confirmed in writing. This shall also apply to amendments to the contract after it has been concluded. 3.

If the supplier does not accept an order within one week of receipt, we shall be entitled to revoke the order at any time.

4. The Incoterms as amended from time to time shall be decisive for the interpretation of commercial clauses.

B. Scope of Delivery, Environmental Regulations, Delivery Periods, Delay in Delivery and Contractual Penalty
1. The Supplier warrants that its Supplies include all services necessary for their proper, safe and economic use, that they are suitable for the intended use and that they comply with the state of the art in science and technology.

When providing the services, the supplier shall observe all relevant standards, laws and legal provisions, in particular the relevant environmental protection, hazardous substances, hazardous goods and accident prevention regulations, and shall comply with the generally recognized safety and occupational health rules. The supplier shall inform us about the necessary official permits and notification requirements for the import and operation of the delivery items. 2.

2. The supplier shall ensure that services are provided in an environmentally friendly manner in accordance with the Closed Substance Cycle Waste Management Act (Kreislaufwirtschafts-/Abfallgesetz). This includes the selection of environmentally friendly and recyclable input materials, low-emission, low-pollutant and deconstruction-friendly design as well as energy- and resource-saving solutions. Upon our request, the supplier undertakes at any time to take back and to dispose of the products and packaging delivered by him in a proper and harmless manner. If the supplier disposes of products, components and substitute materials on our behalf, the supplier must ensure proper and harmless disposal in accordance with the KrW/AbfG (German Recycling and Waste Management Act), including the respective implementing regulations, and provide us with evidence of this upon request. 3.

We may request changes to the design and execution of the delivery item within the scope of what is reasonable for the supplier.

The supplier shall implement the changes within a reasonable period of time. We shall be informed of the effects, in particular with regard to additional and

and reduced costs, as well as the delivery dates, shall be mutually agreed upon. If no agreement can be reached within a reasonable period of time, we shall decide at our reasonable discretion. 4.

The dates of delivery and performance stated in the order shall be binding. Advance, excess or partial deliveries are only permissible with our consent. Imminent delays shall be notified to us in writing without delay and at the same time suitable countermeasures shall be submitted to avert the consequence.

5. Unless otherwise agreed in writing, the receipt of the goods by us shall be decisive for compliance with the delivery dates or deadlines.

6. if the supplier is in default, we shall be entitled to demand a contractual penalty of 0.5% of the order value per week or part thereof, but not more than 5% of the order value. The agreement of the contractual penalty or its enforcement shall not affect the statutory claims to which we are entitled on account of default. Any contractual penalties paid shall be set off against claims for damages. The contractual penalty may be claimed until payment of the goods delivered late.

C. Shipment, Transport Costs
1. delivery items shall be properly packed and shipped. Packaging and shipping instructions must be observed. Shipping documents, such as delivery bill and packing slip, shall be enclosed with the deliveries. Our order numbers must be stated in all documents. Any additional costs arising from non-compliance with the above regulations shall be borne by the supplier. 2.

2. in the case of pricing "free domicile", "free ... place of destination" and "free/free" deliveries, the price shall include freight and packaging costs as well as the costs of unloading. In the case of carriage forward deliveries, we shall only bear the favorable freight costs, unless we have prescribed a special type of shipment. The supplier shall bear the risk of accidental loss and accidental deterioration of the goods sold until they are handed over at the place of destination.

3. if we return reusable packaging to the supplier freight prepaid, we shall be entitled to a refund in the amount of the value of the packaging.

D. Prices, Terms of Payment, Assignment of Claims, Retention of Title
1. the agreed prices are fixed prices. Unless otherwise agreed, payment shall be made by bank transfer within 10 days of acceptance of the goods and proper receipt of the invoice with a 3% discount or within 30 days of acceptance and receipt of the invoice without deduction. The period begins with the receipt of the contractual performance and a proper and verifiable invoice.

2. the supplier shall not be entitled to assign claims against us to which he is entitled or to have them collected by third parties. The provision of § 354a of the German Commercial Code (HGB) shall remain unaffected. 3.

3. the agreement of a reservation of title to the delivery items in favor of the supplier or third parties, in particular through general delivery or business terms and conditions of the supplier, is excluded.

E. Secrecy / Information
1. The Supplier shall keep secret any information provided by us, such as drawings, documents, findings, samples, production equipment, models, data carriers, etc., shall not make them available to third parties (including sub-suppliers) without our written consent and shall not use them for purposes other than those intended by us. This shall apply accordingly to reproductions. This obligation shall not apply to information which was already known to him in a justified manner without an obligation to maintain secrecy upon receipt or which subsequently becomes known to him in a justified manner without an obligation to maintain secrecy, which is or becomes generally known without a breach of contract by one of the parties or for which he has been granted permission in writing to use it for other purposes. 

The supplier may not advertise his business relationship with us without our prior written consent. We retain ownership and all other rights (patent rights, copyrights, etc.) to the information provided by us. Reproductions may only be made with our prior express written consent. 

The reproductions shall become our property upon their production. It is hereby agreed between the supplier and us that the supplier shall keep the reproductions for us. The supplier shall store, maintain and insure the information made available to him as well as copies thereof at his own expense and shall surrender or destroy them at any time upon our request. 

He shall not be entitled to a right of retention, irrespective of the reason. The complete return or destruction must be assured in writing. 2.

2. in the event of a breach of the obligations under clause E.1, a contractual penalty of € 25,000 shall be due immediately for each case of breach. The supplier reserves the right to have the appropriateness of the amount of the contractual penalty determined by a court. Any contractual penalties paid shall be set off against claims for damages.

F. Quality Management / Incoming Goods Inspection
1. The Supplier shall constantly monitor the quality of its deliveries and services. For this purpose, he shall establish and maintain a quality assurance system in accordance with ISO 9001 or another standard agreed with us.

Changes to the delivery item require our prior approval. In particular, the supplier shall record in writing for all products delivered to us when, in what manner and by whom the defect-free manufacture of the delivery was ensured. These records shall be kept for at least 10 years and shall be presented to us upon request. Pre-suppliers and sub-suppliers shall be obligated accordingly. 2.

An incoming goods inspection shall only be carried out by us with regard to externally visible damage and externally visible deviations in identity and quantity. We shall give notice of such defects without delay. We reserve the right to carry out a more extensive inspection of incoming goods, e.g. with regard to dimensions, tolerances, etc. Furthermore, we shall give notice of defects as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of later notice of defects. In case of detected defects, we are entitled to return the entire delivery at the expense of the supplier.

G. Liability for defects, reimbursement of expenses, time limit, insurance
1. If the delivery item is defective, our claims shall be governed by the statutory provisions, unless otherwise provided for in the following provisions. In case of danger to operational safety, danger of unusually high damages or in order to maintain our ability to deliver to our customers, we may, after informing the supplier, carry out the rectification ourselves or have it carried out by third parties. Any costs incurred in this connection shall be borne by the supplier.

The supplier shall be liable for all damages and expenses incurred by us directly or indirectly due to defects of the item. The Supplier shall also be liable to pay compensation for expenses incurred for an incoming goods inspection exceeding the usual scope, provided that at least parts of the delivery were identified as defective. 

This shall also apply to a partial or complete inspection of the deliveries received in the further course of business with us and

our customers. If the supplier uses third parties for the performance of the service, he shall be liable for them as for vicarious agents. 2.

2. The Supplier shall also reimburse expenses incurred by our customers or us in the run-up to or in connection with defect liability events for the purpose of early damage prevention, defense or mitigation (recall campaigns).

3. The supplier shall reimburse the expenses which we are obliged to bear vis-à-vis our customers and which are attributable to defects in the delivery procured by him.

4. Unless otherwise stipulated by law, the supplier shall be liable for defects occurring within 24 months from receipt of the delivery by us or from acceptance (if such acceptance is stipulated by law or contract). In the event of subsequent performance, the period shall be extended by the time during which the delivery item cannot be used in accordance with the contract. The same periods shall apply to subsequent performance. 

The limitation period for claims based on defects shall expire at the earliest two months after the claims of the end customer have been fulfilled.

have been fulfilled. This suspension of expiration ends at the latest 5 years after delivery to us.

H. Tools, devices, programs
Notwithstanding any other agreements, we shall receive full or co-ownership to the extent that we share in the proven costs for tools, devices, programs (hereinafter referred to as WVP) for the manufacture of the delivery item. The WVP shall become our (co-)property upon payment. Unless the WVP are marked otherwise, we shall assume upon payment that we have acquired full ownership of the WVP. The WVP shall remain on loan with the supplier. 

The supplier is only authorized to actually or legally dispose of the WVP, to relocate them or to render them permanently inoperable with our approval. The supplier shall mark the WVP as our (joint) property. The supplier shall bear the costs for the maintenance, repair and replacement of the WVP. Replacement WVP shall be our property in proportion to our share in the original WVP. 

In the event of co-ownership of a WVP, we shall have a right of first refusal to the supplier's co-ownership share. The supplier shall use WVP which are (co-)owned by us exclusively for the production of the delivery items. Upon termination of the delivery, the supplier shall return the WVP to us immediately upon request; in the case of WVP in co-ownership, we shall reimburse the supplier for the current market value of the supplier's co-ownership share upon receipt of the WVP. 

The supplier shall not be entitled to a right of retention under any circumstances. The obligation to surrender shall also apply to the supplier in the event of an insolvency petition against him or in the event of a longer interruption of the supply. The supplier shall surrender the WVP to the

and, if no agreement has been made, to the usual extent.

I. Spare parts and readiness for delivery
The Supplier shall ensure that it can supply us with the delivery items or parts thereof as spare parts on reasonable terms and conditions for a period of 10 years after termination of the supply relationship.

J. Place of jurisdiction and applicable law
The place of performance for deliveries and services shall be the destination specified by us. The place of performance for payments is Saaldorf/Surheim. The contractual relationship shall be governed by German law with the exception of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

The place of jurisdiction is Traunstein, subject to a deviating exclusive place of jurisdiction. However, we shall also be entitled to sue the supplier at another competent court. Should any provision be or become invalid, this shall not affect the validity of the other provisions.