EagleBurgmann Germany GmbH & Co KG General Terms and Conditions of Purchase
Last updated: December 2023

1. Applicability of terms and conditions
1.1 The following terms and conditions of purchase apply exclusively to all assignments, orders andcontracts issued or entered into by us to or with companies, legal entities governed by public law andspecial funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code(further the “order”) relating to the purchase of goods as well as works or services (further the “deliveries”).
We hereby expressly reject as not binding on us any terms and conditions which depart from or add tothese terms and conditions of purchase. Our terms and conditions of purchase shall continue to apply
exclusively even if, in specific cases, we do not contradict the inclusion of terms and conditions of our
supplier or accept the latter’s delivery without reservation in the knowledge of the supplier’s contrary or
supplemental terms and conditions of business.
1.2 Our terms and conditions of purchase shall also apply to future transactions even if they are notspecifically agreed to again.
1.3 References to the application of statutory provisions are for the avoidance of doubt only. Statutory
provisions shall apply even in the absence of such clarification unless they are directly varied in these terms
and conditions of purchase or expressly excluded.
1.4 The invalidity of individual provisions of these terms and conditions of purchase shall not prejudice thevalidity of the remaining provisions.
2. Conclusion of contract
2.1 Our orders must be in written or text form. Individual arrangements made in specific cases with the
supplier (including side agreements, supplemental arrangements and amendments) shall in any case takeprecedence over these terms and conditions of purchase. For the content of such arrangements, reference
shall be a written contract or our confirmation in writing or in text form.
2.2 Our orders may only be accepted either through an order confirmation in writing or in text form within
two weeks of the date of the order or by sending the goods without reservation. Any delayed acceptanceshall be treated as a new offer and shall require our acceptance. Call-off orders shall be binding if the
supplier does not contradict them within three working days of receipt. Order confirmations which deviate
from our orders in terms of prices, delivery dates or production data constitute a rejection of our orderprocess. The text of the order, technical documents (drawings etc.) or product descriptions shall be decisivefor order processing. Amendments, additions or other deviations must be expressly mentioned in the orderconfirmation or set out in technical documentation (drawings etc.) and approved by us. A reference to the
supplier’s terms and conditions of sale shall not suffice.
3. Prices and payment terms
3.1 The prices listed in the order are fixed prices. The prices include “FCA” delivery as well as packaging,unless expressly agreed otherwise in writing. Unless expressly agreed otherwise, all Incoterms refer to the
Incoterms published by the International Chamber of Commerce (ICC) in their most recently publishedversion. In the exceptional case where no prices are stated, the supplier’s price list published at the time
the order was placed shall apply with the deductions as referred to in this section. Statutory value-added
tax shall be shown separately. Otherwise it is deemed included in the price.
3.2 Where the supplier has taken on the assembly, installation and/or commissioning of a product andwhere nothing else is agreed in writing, the supplier shall bear all the necessary incidental costs such as,e.g., travel expenses and provision of the tools. No remuneration or compensation will be paid for visits or
the preparation of bids, projects etc.
3.3 Each order will be invoiced separately. The invoice shall clearly state the order number shown in ourorder, the order position, the order date, the supplier number as well as our item number, the customs tariff
number, the source country and the preference indicator. Invoices are not to be paid as long as any of thisinformation is missing.
3.4 In the case of invoices which are not sufficiently identifiable, in particular where order references areincomplete and numbers are missing, the time period for compliance with the date of payment shall only
commence after this is fully clarified by the supplier. Where certificates, documentation, materials tests, test
reports etc. which form an integral part of the order are not enclosed with the invoice or delivery, the time
period for compliance with the date of payment shall commence once these documents are received in full.
The invoice must, even in the case of delivery in instalments, be sent to us separately upon the dispatch of
the consignment.
3.5 Invoices shall be issued in the currency specified in the order and otherwise in EUR; payments shall bemade exclusively in EUR unless a different currency is specified in the order.
3.6 We shall make payment at our choice by bank transfer and, unless otherwise agreed, following
acceptance of the delivery and receipt of the supplier’s verifiable invoice (receipt shall be determined fromthe customer’s incoming mail stamp) as well as transfer of all documentation belonging to the items
delivered within 90 days without deductions.
3.7 If the invoice has arrived before receipt of the goods to be delivered or if the delivered goods containdefects, the period for compliance with the date of payment shall only begin with the arrival of the (defectfree) goods.
3.8 We shall be entitled to retain the invoice amount in accordance with the statutory terms until thecomplete removal of defects related to delivery and service.
3.9 We shall only be in delay if we fail to pay subsequent to receiving a reminder from the supplier after thedate the payment is due.
3.10 Payments do not constitute the recognition of the contractually agreed deliveries or services.
4. Delivery terms and delivery period
4.1 Where delivery is not made within the agreed delivery period or the supplier defaults, our rights shallbe determined in accordance with the statutory terms unless otherwise agreed below.
4.2 The deadlines listed in the order or agreed elsewhere are binding and shall be strictly complied with.
The supplier shall immediately inform us in writing of any imminent delay or exceedance of the agreed
dates and deadlines, giving reasons for the same and their anticipated duration.
4.3 The delivery periods fixed in our orders shall commence upon the date of the order. Deliveries are only
possible at the agreed times. Goods are accepted only on Monday to Thursday between 7.30am and9.15am, 9.30am and 12 noon, 12.30pm and 3.30pm and on Fridays between 7.30am and 9.00am andbetween 9.30am and 1pm.
4.4 Part deliveries and early deliveries are only permitted if we have expressly indicated our agreement tothis. Entitlement to payment shall, however, only fall due on the originally agreed delivery date.
4.5 If the supplier is in default we shall, in addition to any further statutory claims, be entitled to charge apenalty for breach of contract in the amount of 0.2% of the order value per calendar day but not more than
5% of the order value; the order value is understood as the agreed remuneration upon completion of thecontract. We are obliged declare the reservation of the contractual penalty for breach of contract no later
than upon payment of the invoice following the late delivery.
4.6 The acceptance of the late delivery/service does not imply a waiver of damage claims. This shall be
without prejudice to any further statutory claims. In enforcing damage claims any contractual penalty which
may already have been imposed shall be offset against the asserted damages.
4.7 Where required by us in the order, a works inspection certificate in line with EN 10204 or an equivalentinternationally recognised inspection certificate listing the characteristics agreed with the supplier shall be
enclosed with the delivery along with the delivery note. Where required in our order, full initial sample

documentation must be enclosed with initial deliveries, in particular those intended as samples. We mustreceive an advice specifying our order information on the day of dispatch of each freight delivery.
4.8 Where, as a result of force majeure, the supplier is unable to deliver on time either wholly or in part orwhere the acceptance or use of the delivery in our business or by our customer is rendered impossible orrendered substantially more difficult as a result of force majeure, our duty of acceptance shall be postponed
as appropriate in line with our actual requirements. If we or our supplier are affected by force majeure, weshall be entitled, at our discretion, to cancel the contract wholly or in part.
5. Place of performance, transfer of risk, acquisition of title
5.1 The place of performance shall be the place to which, according to the order, the goods are to bedelivered or where the works or services are to be carried out. The place of performance for our payments
is Wolfratshausen, Upper Bavaria.
5.2 Delivery shall be made by the supplier, properly packaged for transportation FCA, to the address
indicated by us or shall be generated there. The risk of the delivery’s accidental destruction [loss] or
accidental deterioration shall only pass over to us upon acceptance by us or by the carrier instructed by us
at the agreed place of performance or following final acceptance of the delivery, whichever is the later intime.
5.3 Upon the transfer of risk at the place of performance or handover to a carrier specifically instructed byus we shall acquire title to the goods without the reservation of any rights whatsoever for the supplier.
5.4 Where machines and equipment are being supplied, risk shall only pass following final acceptance atthe place of performance.
6. Retention of title, tools, documentation
6.1 We reserve title to the goods provided by us (e.g. parts, components, semi-finished goods).
6.2 The reservation of title also extends to the full value of the products arising as a result of processing,mixing or combining our goods whereby these processes are carried out for us so that we are considered
to be the manufacturers. In those cases where our products are processed, mixed or combined with goods
belonging to third parties with existing proprietary rights, we shall acquire joint ownership pro rata to theobjective value of these goods.
6.3 Tools made available to the supplier and tools manufactured by the supplier on our instructions orordered from third parties shall, where we have contributed to the cost, remain our property or shall become
our property on manufacture or acquisition by the supplier and must be clearly marked as our property.
6.4 The supplier is obliged to keep the tools for us free of charge, to insure them adequately and uponrequest to provide us with evidence of the insurance cover. Unless otherwise agreed, the supplier shall beobliged to use the tools exclusively for the manufacture of the parts determined by us.
6.5 The supplier shall, at its own expense, maintain and repair the tools provided. Upon the expiry of thecontract the supplier shall surrender the tools to us immediately upon our request without its having any
right of retention. When the tools are surrendered they must be in a flawless condition which, bothtechnically and in terms of their appearance, corresponds to their previous use. Maintenance costs shallbe for the supplier’s account. In no case may the supplier dispose of the tools as scrap without our writtenconsent.
6.6 All documentation (e.g. drawings, images, test specifications), samples and models, tools and otheritems which we make available to the supplier in the context of the business relationship remain our property
and shall, at our choice, either be surrendered at our request at any time but no later than upon thetermination of the business relationship (including any copies, transcripts, extracts and replicas) or
destroyed at the supplier’s expense. The supplier has no right of retention. Models, templates and similar
items produced by the supplier or by a third party and used by the supplier shall, where they are invoiced
to us, be our property and are to be surrendered to us with delivery of the parts unless otherwise agreed inwriting.
7. Confidentiality
7.1 The supplier shall not disclose to third parties any information, formulations, drawings, models, tools,
technical records, procedural methods, software or other technical or commercial know-how or deliverables
obtained thereby to which we have given access or which have been revealed to the supplier via us (further“confidential information”). Such information may only be used in the supplier’s business exclusively for the
performance of deliveries to us and may only be made accessible to such persons who, in the context ofthe business relationship, must have knowledge of the confidential information and are bound by a duty of
non-disclosure under this provision. This shall also apply beyond the duration of the business relationshipfor as long as and to the extent that the supplier is unable to prove that the confidential information was
already known at the time it was obtained or that it was common knowledge or subsequently became
common knowledge other than through the fault of the supplier.
7.2 The use of confidential information for purposes other than those indicated renders the supplier liable
to pay damages.
7.3 The disclosure of confidential information and any transmission of documents, samples or models shallnot give rise for the supplier to any entitlement whatsoever to industrial property rights, know-how or
copyright and shall not represent a prior publication or right of prior use within the meaning of the German
Patent or Utility Models Act (Patent- und Gebrauchsmustergesetz).
8. Warranty, other liability and rights
8.1 Unless otherwise specified below, the statutory terms shall apply in relation to our rights in case ofmaterial defects and defects of title affecting the goods (including wrong delivery and short delivery, anddeficient assembly, operating or instruction manual) and in case of other breaches of obligation by the
supplier.
8.2 Contrary to Section 442 Para 1 Sentence 2 of the German Civil Code we shall be entitled to claims fordefects even if, due to gross negligence, we were unaware of the defect at the time the contract was
concluded.
8.3 We check the delivered goods against the accompanying documentation only for the purpose ofidentifying them and to verify the quantity as well as to look for any outwardly visible damage caused duringtransportation. Within a reasonable period of at least five working days from discovery we shall notify the
supplier of any defects in delivery once they are ascertained during our proper course of business. In thisrespect the supplier waives the objection of late notice of defects (Section 377 of the German Commercial
Code). In case of any defects which are not apparent even within the context of proper examinations, thisperiod shall commence upon discovery of the defect. In case of delivery of machinery, machine parts andmachine-type equipment which are to be assembled at our premises by the supplier or by third parties
instructed by it, the notice period for defects shall commence as soon as the equipment is operational
following its assembly.
8.4 Unless provided otherwise in this clause, the supplier shall be liable in accordance with the statutoryterms, in particular for delivery defects, without such liability being limited or excluded on the basis of cause
or amount, and shall indemnify us to such extent against third-party claims.
8.5 As a rule, the choice of the kind of supplementary performance (removal of the defect or delivery of a
replacement) shall be ours. The supplier may refuse the type of supplementary performance chosen by us
subject to the requirements of Section 439 Para 4 of the German Civil Code if this is only possible subject
to unreasonable costs being incurred. The supplier shall bear all the necessary expenditure for the purposeof supplementary performance. This shall include, inter alia, assembly and removal costs, the costs oftransport, infrastructure, work and materials as well as of dispatching and returning the defective delivery
items. Items are dispatched at the supplier’s risk.
8.6 Should the supplier fail to meet its supplementary performance obligation within a reasonable time limit
specified by us, we can remove the defects ourselves and request reimbursement from the supplier for the
expenditure necessary in this regard. Where supplementary performance by the supplier has failed or is
not acceptable to us (e.g. due to particular urgency, risk to operational safety or the threat of unreasonabledamage occurring), we are not required to set a time limit; we shall inform the supplier of suchcircumstances promptly and, where possible, in advance.
8.7 Otherwise we are entitled in the case of a material defect or defect of title to a reduction in the purchaseprice or rescission of the contract in accordance with the statutory provisions. In addition, we are entitled todamages and reimbursement of expenditure in accordance with the statutory provisions.
8.8 To the extent that, in the context of its duty to remove defects, the supplier makes a new delivery or
rectifies the defect, the limitation periods regulated in Clause 9 shall start afresh.
9. Limitation periods
9.1 Unless stated otherwise, the limitation period for the contractual parties’ mutual rights shall be governedby the statutory provisions.
9.2 Contrary to Section 438 Para 1 (3) German Civil Code, the limitation period for claims in relation tomaterial defects shall be 3 years from transfer of title. Where acceptance is agreed, the limitation period
shall begin to run upon acceptance. Where the delivery is, in terms of its normal application, used for abuilding and it has caused this to be defective the limitation period shall only expire after 5 years. This
provision is without prejudice to the further legal rights to which we are entitled, in particular under Sections
445a, 445b and 478 of the German Civil Code.
9.3 In case of defects of title the supplier shall additionally indemnify us against any existing third-party
claims. For defects of title, the limitation period shall also be 3 years, in which case this is without prejudice
to the statutory limitation period for real rights of third parties to the return of a product (Section 438 Para
1(1) of the German Civil Code). Claims in relation to defects of title shall furthermore in no case become
time-barred if the third party is still able to enforce its rights against us, particularly in the absence of any
limitation period.
10. Product liability
10.1 The supplier indemnifies us against all third-party claims due to and in connection with personal injury
or material loss or damage if and insofar as the cause of this lies within the supplier’s remit andorganisational sphere. In this context the supplier shall also be obliged to reimburse us all expenditure
under Sections 683 and 670 of the German Civil Code which is incurred by us due to or in connection witha product recall or any other measure carried out by us. This shall be without prejudice to any further
statutory claims.
10.2 The supplier undertakes to take out extended insurance cover for product liability and product recall
costs with an insured amount of, in each case, at least EUR 5,000,000 (five million euros) per event of
personal injury/material loss or damage - all-inclusive; our claims shall not, however, be limited to theinsured amount.
11. Subcontracting to third parties
Subcontracting to third parties shall only be permitted with our written consent; otherwise we shall beentitled to rescind the contract wholly or in part and to claim damages.
12. Industrial property rights, copyright12.1 The supplier guarantees that the goods, items and equipment supplied and their use are free ofindustrial property rights, copyright and other third-party rights, that no third-party intellectual property is
being infringed and there is no breach of statutory or official regulations.
12.2 The supplier shall be obliged to indemnify us and our customers against all claims brought against us
or our customers by third parties as a result of or in connection with the deliveries or their application.
12.3 The supplier’s indemnity obligation shall cover all expenditure incurred by us due to or in connection
with utilisation via a third party.
13. Quality assurance, CFSI
The supplier undertakes to maintain throughout the whole of the business relationship a quality
management system DIN EN ISO 9000 et seq, which must guarantee the flawless quality of the deliveries
to us, to monitor it at regular intervals through an internal audit and where deviations are discovered, toimplement the necessary measures without delay. We shall have the right to verify the supplier’s quality
assurance at any time following prior notice. The supplier shall, upon request, grant us access tocertification and audit reports as well as to test procedures carried out, including all test records anddocumentation concerning the delivery.
13.2 Suppliers who perform calibration shall carry out this calibration according to the requirements of DIN
EN ISO 17025. Each calibration shall be traceable to national and international normals. Subcontracting ofcalibration to third parties shall only be permitted if such subcontractor is certified accordingly and proof ofcertification is presented to us. If an adjustment of the measuring device becomes necessary in the courseof the calibration procedures, supplier shall document the condition of the device before and after eachadjustment.
13.3 Supplier shall take the necessary precautions in order to reduce the risk of CFSI (Counterfeit,
Fraudulent and Suspicious Items) entering the supply chain. All of supplier’s purchasers must be aware of
the risks and dangers associated with CFSI entering the supply chain and must understand their role in the
mitigation of such risks.
14. Advertising
Reference to our orders for advertising purposes shall only be permitted with our express agreement.
15. Assignment of claims and right of retention
15.1 Without our prior written agreement the supplier shall not be entitled to assign its claims against us
either wholly or in part or to dispose of them in any other way.
15.2 We shall be entitled to the statutory rights of set-off and retention.
16. Ecology/the environment; occupational safety; REACh; conflict minerals; other statutory
requirements
16.1 The supplier is obliged to appropriately mark and label products which are subject to the flammable or
dangerous goods regulation. Where no proper notification is given the supplier shall be liable to us for the
resulting loss or damage. The same shall apply to third-party loss or damage where claims are madeagainst us by third parties as a result of such loss or damage.
16.2 The supplier acknowledges that, as manufacturers of goods/articles, we are a so-called “Downstream
User” within the meaning of the European Community Regulation concerning the Registration, Evaluation,
Authorisation and Restriction of Chemicals No. 1907/2006 (“REACh”) and warrants that it will comply withall REACh requirements, in particular those which are necessary in order to be able to process, sell ormarket within the EU, in particular: (a) to comply with the obligation to inform in Art. 33 REACh Regulation,according to which a supplier is obliged to notify its customer (EagleBurgmann Germany GmbH & Co. KG)
promptly and without delay of the existence of substances of very high concern (SVHC) with more than 0,1% and if necessary to give instructions for a safe use. The notification shall contain the material number,the substance of concern and its percentage share on weight by weight basis and must be sent via email

to RegulationsCertifications@eagleburgmann.com. The latest list of substances of concern is available athttps://echa.europa.eu/de/candidate-list-table. It must be noted that this list is updated twice every year andthat the most recent list only may be used as reference. If we don’t receive such notification about theexistence of SVHC from the supplier, we assume that the products delivered by the supplier do not contain
SVHC with a share of more than 0,1%. Should the supplier deliver products containing SVHC without suchprior notification according to Art. 33 REACh Regulation, we reserve the right to claim any resulting cost or
damage -whether they incur at EagleBurgmann Germany GmbH & Co.KG or at third parties- from the
supplier.(b) to pre-register, register or approve chemical substances or preparations to the extent legallyrequired, (c) to implement internal organisational measures documenting compliance with REACh, (d) toensure that a use of chemical substances or preparations within goods (including packing materials) which
we or our customers have notified/reported to the supplier is covered by the corresponding (pre-)registration or approval if necessary, and (e) not to sell/deliver any goods of any kind that contain banned
substances ((a) to (e) together being “REACh compliance”).
16.3 The supplier accepts that breaches of REACh compliance result, as a matter of principle within themeaning of applicable law, in a defect in the material, the preparation or other goods/articles and it shallindemnify us against all claims, obligations, costs and loss or damage caused by the supplier as a result ofa breach of the aforesaid REACh compliance and shall at its own expense support us in the enforcementof the same.
16.4 In addition, the supplier confirms to comply with all directives, laws and regulations applicable in theEuropean Union - even if these are not applicable at its registered office - and to only deliver to us suchdelivery items that are compliant with the applicable regulations (in particular POP Regulation, EU
2019/1021).
16.5 The supplier has implemented an HSE management system analogous to ISO 14001, OHSAS 18001
and ISO 50001. It continuously undertakes to improve its environmental performance as well as workplacesafety. The target for occupational safety is “Zero accidents”. Furthermore, through appropriate risk andcrisis management, the supplier shall contribute to the avoidance of any missed deliveries caused bydisruptions in the production process (fire, strike etc.).
16.6 The supplier undertakes to comply with ILO (International Labour Organization) Standards.
16.7 The supplier must provide us with all the information that we need in order to be able to meet ourcustomers’ requirements or requests at short notice as well as to comply with any statutory requirements(e.g. the Dodd-Frank Act Section 1502 Conflict Minerals). This applies both in relation to requirements fromthird countries as well as those of the European Union and the Federal Republic of Germany.
17. Compliance; export controls; customs
17.1 With regard to the existing business relationship with us, the supplier undertakes to comply with alllaws applicable to it as well as the specifications in compliance codes or other codes notified to it by us inaccordance with the German Supply Chain Act.
17.2 The supplier guarantees that it maintains no direct or indirect commercial or other ties with terrorists,
terrorist organisations or other criminal or anti-constitutional organisations. In particular, through adopting
suitable organisational measures, the supplier shall independently ensure the implementation of applicableembargo orders, the European anti-terrorism and anti-crime regulations applicable in the context of the
supplier relationship as well as the corresponding US and other applicable provisions in the context of its
business operations, particularly through appropriate software systems.
17.3 Where prohibitions or consent obligations currently exist under the current EU Dual-Use Regulation,
under the German Foreign Trade Regulation AL Enclosure of the current export list or the current US
Commerce Control List for manufactured or delivered goods (products, software, technology) as such oras components or auxiliary equipment, the supplier shall automatically notify this in writing.
17.4 The supplier undertakes to keep evidence of the origin of the goods, i.e. the supplier must promptly
supply the necessary declarations regarding the goods’ origin in terms of trade and preferences (supplierdeclaration or certificate of origin) and also promptly and automatically give notice of any change of origin.
Where relevant, the supplier shall give evidence of its information on the origin of the goods by way of adata sheet issued by its customs office. If the supplier fails to comply with this obligation, it shall be liable
for all loss or damage and commercial disadvantages thereby arising.
18. Compliance with the minimum wage law
18.1 The supplier undertakes and shall ensure when carrying out its orders that it complies with all
obligations under the German Minimum Wages Act (“MiLoG”) and pays the set minimum wage as amended
from time to time. Furthermore, the supplier shall ensure that any sub-contractors and businesses offering
services for hire used by it comply with the statutory regulations relating to the minimum wage.
18.2 The supplier shall, upon our written request and taking into account confidentiality obligations andcommercial secrets, provide us with evidence of compliance with the provisions relating to it in appropriate
form.
18.3 The supplier shall, immediately upon request, indemnify us against any claims brought by third parties
against us in connection with breaches by the supplier of the MiLoG.
18.4 In case of any reckless or deliberate breach by the supplier of the above obligations, we shall beentitled to terminate the relevant contract or the relevant contractual relationship without notice.
19. Applicable law, jurisdiction
19.1 The law of the Federal Republic of Germany shall apply exclusively to these purchase terms andconditions and to the entire legal relations between ourselves and the supplier. The application of the UN
Convention on Contracts for the International Sale of Goods (CISG) and other bilateral and multilateraltreaties for the purpose of unifying international sales shall be excluded.
19.2 The exclusive place of jurisdiction for all claims arising from the business relations with the supplier,in particular from contracts or concerning their validity, shall, at our discretion, be either the place ofperformance or Wolfratshausen, Upper Bavaria. We shall, however, be entitled at our discretion to sue thesupplier at any other general or particular place of jurisdiction.
19.3 Where the supplier has its registered offices outside the Federal Republic of Germany, we shall thenadditionally be entitled, at our discretion, to have all claims, disputes or differences of opinion arising fromthe business relations with suppliers regulated conclusively and in a manner that is binding in accordancewith the arbitration court regulation of the Chamber of Commerce and Industry for Munich and Upper
Bavaria (IHK Munich) subject to the exclusion of ordinary legal proceedings. The court of arbitration isbased in Munich. The language of the arbitration proceedings shall be German unless the supplier requests
English as the language of the proceedings.
Last updated: 12/2023
EagleBurgmann Germany GmbH & Co. KG
Aeussere Sauerlacher Str. 6-10
82515 Wolfratshausen
Germany
Tel. +49 8171 23-0
Fax +49 8171 23-1214
info@de.eagleburgmann.com
www.eagleburgmann.com