General Terms and Conditions of Purchase of Meku Metal Processing GmbH

§1 General - Scope of application

Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
Our Terms and Conditions of Purchase shall only apply to entrepreneurs in accordance with § 310 para. 1 BGB (German Civil Code).
Our Terms and Conditions of Purchase shall also apply to all future transactions with suppliers.

§2 Offer - Offer documents

The supplier is obliged to accept our order within a period of 2 weeks.
We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production based on our order; after completion of the order they are to be returned to us unsolicited. They must be kept secret from third parties; in this respect, the provisions of § 9 (5) shall apply in addition.

§3 Prices - Terms of payment

The price stated in the order is binding. In the absence of any written agreement to the contrary, the price shall include delivery "free domicile", including packaging. The return of packaging requires special agreement.
The statutory value added tax is included in the price.
We can only process invoices if they state the order number shown in our order in accordance with the specifications; the supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 2% discount or net within 30 days of receipt of invoice.
We shall be entitled to set-off and retention rights to the extent permitted by law.

§4 Delivery time

The delivery time stated in the order is binding.
The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the stipulated delivery time cannot be met.
In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to demand compensation in lieu of performance and rescission after the fruitless expiry of a reasonable period. If we demand compensation, the supplier shall be entitled to prove to us that he is not responsible for the breach of duty.

§5 Transfer of risk - documents

Unless otherwise agreed in writing, delivery shall be free domicile.
The supplier is obliged to state our order number exactly on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for the resulting delays in processing

§6 Inspection for defects - Liability for defects

We are obliged to inspect the goods for any deviations in quality and quantity within a reasonable period of time.
We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier remedy the defect or deliver a new item, at our discretion. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
We are entitled to remedy the defect ourselves at the supplier's expense if the supplier is in default with subsequent performance.
The limitation period is 36 months, calculated from the transfer of risk. With regard to our rights of recourse within a supply chain (Sections 445a, 445b, 478 BGB), we are entitled to demand from the supplier the type of subsequent performance that we owe our customer in the individual case. This does not restrict our right to choose the type of subsequent performance. Before we acknowledge or fulfill a claim by our customer for rectification of a defect, we shall, as a rule, give the supplier the opportunity to comment on the facts of the case, but without hereby entering into a legal obligation to do so. If the supplier does not make a statement within a reasonable period of time, does not make a sufficiently plausible statement or denies the existence of a defect, and if we are unable to reach an agreement with the supplier, the claim granted by us shall apply. The claim due to the defect shall be deemed to be owed to our customer; proof to the contrary is possible and is the responsibility of the supplier. Furthermore, our right of recourse shall also apply in cases in which we or third parties have further processed the defective goods, in particular by installing them in another product.
The other mandatory provisions of the delivery recourse remain unaffected.

§7 Product liability - Indemnification - Liability insurance cover

Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first demand insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
Within the scope of his own liability for cases of damage within the meaning of paragraph (1), the supplier is also obliged to reimburse us for any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB which arise from or in connection with a recall action lawfully carried out by us. As far as possible and reasonable, we shall inform the supplier in good time in advance of the content and scope of such recall measures and give him the opportunity to comment.
We shall undertake the necessary notification of the competent authority in accordance with the provisions of the ProdSiG in consultation with the supplier.
The supplier undertakes to take out product liability insurance. The fixing of the appropriate amounts of cover is product and industry-specific; the details should be checked in each case, taking into account the damage adequacy thus specified; if we are entitled to further claims for damages, these shall remain unaffected.

§8 Property rights

The supplier guarantees that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery.
If claims are asserted against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims upon first written request. In the event of claims for damages by the third party, the supplier reserves the right to prove that he is not responsible for the infringement of the third party's rights.
We are not entitled to make any agreements with the third party without the supplier's consent, in particular to conclude a settlement.
The supplier's obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.
The limitation period is 3 years, starting from the transfer of risk.

§9 Retention of title - Provision of materials - Tools - Confidentiality

If we provide parts to the supplier, we reserve title to these parts. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items that do not belong to us, 6 | 7 MEKU Metal Processing GmbH/ Robert-Bosch-Str. 4 / D-78083 Dauchingen / Tel: +49 (0)7720/9746-0 / E-Mail: info@meku.tech / Web: www.meku.tech Managing Directors: Dipl.-Kfm. Ralph Herrmann, Dr.-Ing. Stephan Herrmann /Amtsgericht Freiburg / HRB 721867 / USt-Id Nr. DE329490605 The MEKU brand is registered in the European Union under the number 011 344 975. we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis; the supplier shall hold the sole ownership or co-ownership for us.
We reserve title to tools; the supplier is further obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.
Insofar as the security rights to which we are entitled in accordance with paragraph (1) and/or paragraph (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the supplier's request.
The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract. However, it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known or was demonstrably already known to the supplier at the time of notification within the meaning of sentence 1.

§10 Place of jurisdiction - Place of performance

If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence. Unless otherwise stated in the order and if the supplier is a merchant, our place of business shall be the place of performance.
The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.

Status February 2022