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General Terms of Purchase (AEB)

General Terms of Purchase of e:fs TechHub GmbH

Part 1: General Provisions for Contracts of All Types

1. Scope, Contract Formation

1.1 The following General Terms of Purchase (the General Terms or AEB) of e:fs TechHub GmbH (hereinafter: e:fs TechHub GmbH) apply to all orders placed or contracts otherwise awarded (pur-chase orders issued), now or in the future, by e:fs TechHub GmbH for contractual performances (whether supplies of goods, work, services or otherwise) by a supplier with which e:fs TechHub GmbH will or may contract (hereinafter: THE CONTRACTOR), to all quotations (whether so designated or de-scribed as offers or proposals or otherwise) now or in the future received from THE CONTRACTOR, and to the rendering of con-tractual performances by THE CONTRACTOR, including those rendered under any future contract.

1.2 The General Terms apply only if THE CONTRACTOR is an entre-preneur within the meaning of § 14 of the German Civil Code (BGB), a legal person organized under public law, or a special fund organized under public law.

1.3 These General Terms shall apply exclusively. All contracts awarded by e:fs TechHub GmbH are subject to the condition that any business terms and conditions that THE CONTRACTOR may have are not part of the resulting contract. It is incumbent upon THE CONTRACTOR to explicitly negotiate any modifica-tions it desires and to see to their addition to the contract in the form of individual written agreements. Should THE CONTRACTOR nevertheless reference terms and conditions of its own at what would otherwise be the time of contracting, no contract shall be formed at this time. Should THE CONTRACTOR despite this commence performance of the contract, it by so doing agrees to the formation of a contract incorporating these General Terms exclusively.

1.4 The contract is formed by THE CONTRACTOR´s written ac-ceptance of the purchase order. THE CONTRACTOR is required to deliver its acceptance to e:fs TechHub GmbH within ten busi-ness days after receiving the purchase order. If not timely ac-cepted in writing, e:fs TechHub GmbH´s offer to contract lapses.

1.5 References to the application of statutory provisions are purely for purposes of clarification. The statutory provisions apply even in the absence of such reference unless they are directly modified or expressly excluded by a contractual term individu-ally agreed or by these General Terms.

2. Overdue Delivery Constituting Default

2.1 The delivery deadlines specified by e:fs TechHub GmbH in its purchase order (whether as a specific date or a certain period of time, including milestone completion dates and time periods) are binding. If no such deadline is stated in the purchase order or otherwise agreed, the deadline for delivery or completion shall be eight weeks from the time of contracting.

2.2 THE CONTRACTOR is required to notify e:fs TechHub GmbH im-mediately in writing whenever THE CONTRACTOR can or should foresee that it may for any reason be unable to perform by the applicable deadline. In such notice, THE CONTRACTOR shall ex-plain the measures by which it proposes to remain on, get back on, or minimize departure from the agreed schedule, whereby such notice does not absolve THE CONTRACTOR of its responsi-bility for adherence to the original schedule. Subject to the pro-visions of these General Terms regarding force majeure, THE CONTRACTOR shall bear legal responsibility for the missed deadline regardless of the cause in the event it fails to give such notice.

2.3 THE CONTRACTOR automatically defaults on performance obli-gations that are unfulfilled at expiration of the delivery deadline even if the failure to perform elicits no notice or warning from e:fs TechHub GmbH. In the event of such default, e:fs TechHub GmbH may exercise all rights conferred on it contractually or by law.

2.4 In the event of THE CONTRACTOR’s overdue performance con-stituting default, e:fs TechHub GmbH may furthermore claim a contractual penalty amounting to 0.25 % of the net contract value for each working day of deadline overrun, up to a maxi-mum penalty of 5% of the net contract value. This contractual penalty shall be credited against THE CONTRACTOR’s damage liability by reason of overdue performance constituting default, but is without prejudice to all other rights and claims.

3. Delivery, Passage of Risk, Default of Acceptance

3.1

3.2 In the case of a delivery of goods, the transfer of risk shall take place upon handover to a representative of e:fs TechHub GmbH authorized to receive the goods.

3.3 The risk of accidental loss or damage for a purchase order shall pass to e:fs TechHub GmbH upon handover at the place of per-formance.

3.4 To the extent the parties have not contracted for acceptance inspection or testing on handover and e:fs TechHub GmbH has a legal obligation to inspect for and notify of defects, such no-tice shall be considered timely if given within two weeks. This deadline runs from the time of delivery / handover in the case of manifest defects and from the time of discovery of other de-fects.

3.5 Whether a delay in acceptance on e:fs TechHub GmbH’s part constitutes default shall be governed by the statutory provisions. THE CONTRACTOR must, however, expressly offer its performance to e:fs TechHub GmbH even if a fixed or determinable calendar time has been agreed for an action or act of cooperation (e.g. a provided resource) on e:fs TechHub GmbH’s part.

4. Prices, Invoices, Terms of Payment

4.1 The price stipulated in the purchase order is binding. All prices are quoted in euros net of applicable value added tax, which shall be added to the quoted net prices and separately stated in the invoice. Unless otherwise agreed, THE CONTRACTOR shall quote a fixed price and provide a breakdown showing how this price was arrived at. All charges by third parties shall be separately listed as such.

4.2 If any taxes other than value added tax will arise, THE CONTRACTOR shall call each of these to e:fs TechHub GmbH’s attention, separately stating the amount thereof and reason therefor. Unless otherwise agreed, THE CONTRACTOR shall bear these taxes and, should e:fs TechHub GmbH be liable therefore, indemnify it against, hold it harmless from, and procure its release from such taxes. To the extent the additional tax is a withholding tax, e:fs TechHub GmbH shall withhold from its agreed payment the full amount of such tax, including any surcharges (such as the solidarity surcharge), in accordance with the law applicable at the time of payment and remit this amount on THE CONTRACTOR’s behalf. e:fs TechHub GmbH is then required to pay THE CONTRACTOR only the reduced price resulting after subtraction of the tax amount withheld.

4.3 The stipulated price constitutes payment in full for all contractual performances set forth in the purchase order, whether primary, secondary, collateral, or ancillary (including without limitation the delivery, availability, and assembly of the work product, its installation, performance, and execution, as well as any distribution, copying, and reproduction thereof) and all incidental costs (such as for proper packaging, transportation, and transport and liability insurance where appropriate). THE CONTRACTOR shall in particular not be entitled to separate reimbursement of costs incurred in connection with travel to any place of business of e:fs TechHub GmbH or to any place of business of any company affiliated with it or with Volkswagen AG either within the meaning of § 15 AktG (Stock Corporation Act) or by reason of an ownership interest within the meaning of § 271 (1) sent. 1 HGB (Commercial Code). Any exceptions to the foregoing require express written agreement.

4.4 To the extent travel expenses are reimbursable under an agreement entered into as provided in the preceding subsection, this applies only where e:fs TechHub GmbH has approved the travel and its assumption of the related expense in writing prior to commencement of the travel in question. The term “travel expenses” includes only the immediate cost of transportation and lodging, not meal allowances, extra meal expense, travel time, and items similar to these. Travel expenses will be reimbursed subject to the agreed maximum rates and in accordance with
the Reisekosten-Richtlinien (travel expense guidelines) in force at the time of order placement. Travel expenses are to be invoiced on a quarterly basis. The applicable supplier travel expense guideline shall be provided by e:fs TechHub GmbH upon request.

4.5 Invoices shall be submitted to e:fs TechHub GmbH together with statements of work and individual receipts to the following recipient:

e:fs TechHub GmbH


Dr.-Ludwig-Kraus-Str. 6


85080 Gaimersheim

and shall be sent in a pdf document exclusively by e-mail to rechnungseingang@efs-techhub.com. Neither the recognition of a statement of work performed nor the disbursement of payment shall constitute acceptance of the
work in question.

4.6 All order confirmations, delivery documents, and invoices must quote the order number, the item or article number, the volume or quantity of work or goods to be supplied, and the address of the place of delivery or supply, and must contain all other required invoice information under German Value Added Tax Law (UStG). If one or more such items are missing and this delays processing by e:fs TechHub GmbH in the normal course of its business, all payment deadlines specified in these General Terms or in documents with a higher order of precedence are
extended by the length of the delay.

4.7 Unless otherwise agreed, payments are due 30 days after e:fs TechHub GmbH’s receipt of a reviewable invoice and fulfillment of all other conditions precedent to maturity of the claim in question.

4.8 e:fs TechHub GmbH shall owe no interest on overdue payments. The foregoing shall not prejudice THE CONTRACTOR’s right to claim default interest. The statutory provisions shall govern when a delay in payment by e:fs TechHub GmbH constitutes default, however with the proviso that a written demand for payment by THE CONTRACTOR shall in all events be required and that the default rate of interest shall be only five percentage points above the base interest rate. THE CONTRACTOR is permitted to prove that interest in this amount is grossly unfair.

5. Eigentumsrechte

5.1 Any manufacturing or processing of or other work done on any items provided to THE CONTRACTOR by e:fs TechHub GmbH to aid THE CONTRACTOR in performing the contract or for any other contractual purpose, as well as any commingling or joining by THE CONTRACTOR of such items, is done on e:fs TechHub GmbH’s behalf. If such items are manufactured, processed, commingled, or joined with things belonging to third parties whose rights of ownership survive, e:fs TechHub GmbH acquires joint ownership of the new thing in the ratio of the value of the thing provided by e:fs TechHub GmbH to the value of other things.

5.2 Any retentions of title by THE CONTRACTOR are valid only to the extent they relate to e:fs TechHub GmbH’s unfulfilled obligation to make payment for the supplies with respect to which THE CONTRACTOR retains title; in the case of partial deliveries or supplies they thus relate only to the part in question, not to the entire delivery or supply. In the case of joining and commingling, this (simple) retention of title extends only to pro rata ownership. Expanded or extended retentions of title by THE CONTRACTOR vis-à-vis e:fs TechHub GmbH are impermissible.

6. Termination

6.1 By reasonable advance notice given at any time, e:fs TechHub GmbH may terminate the contract or any part thereof without stating a reason (discretionary termination).

6.2 Where contractual performances are rendered pursuant to a contract to produce a work, e:fs TechHub GmbH´s statutory rights of termination under § 648 BGB (Civil Code) shall apply without limitation.

7. Warranty

7.1 e:fs TechHub GmbH shall have all rights under applicable law in the event of defects. Warranty claims become time-barred af-ter 36 months or, if longer, in the statutory period.

7.2 THE CONTRACTOR is obligated and, provided it acts in coordi-nation with e:fs TechHub GmbH, entitled to remedy / repair de-fects. The place of performance for cure is the location of the thing. This obligation to remedy / repair defects has no effect on agreed delivery deadlines and the consequences of delay constituting default. e:fs TechHub GmbH may itself cure the de-fect, or have it cured, at THE CONTRACTOR’s expense if THE CONTRACTOR has failed to do so within a reasonable deadline set by e:fs TechHub GmbH or if THE CONTRACTOR has refused to cure the defect. In these situations, e:fs TechHub GmbH may also revoke the contract or reduce the agreed purchase price, and it may in addition claim damages. In particular where, de-spite proper inspection, the defect is not discovered until after installation in or attachment to another thing by e:fs TechHub GmbH, e:fs TechHub GmbH may, in addition to cure or self-cure, claim reimbursement of the necessary transportation cost as well as the cost of dismantling and re-installation (labor and ma-terials), or declare set-off in the amount of such costs. The fore-going is without prejudice to e:fs TechHub GmbH’s right to claim damages.

7.3 In exceptional cases, e:fs TechHub GmbH shall be entitled to remedy a defect itself or through a third party at THE CONTRAC-TOR’s expense without the unsuccessful expiry of a reasonable deadline set for THE CONTRACTOR if the defect represents a concrete danger to life, limb or health or other legal interests protected under Section 823 BGB (German Civil Code) and wait-ing for THE CONTRACTOR to remedy the defect is unreasonable due to this danger. If possible, THE CONTRACTOR shall be in-formed of the risk and the imminent rectification in order to give THE CONTRACTOR the opportunity to remedy the defect and the associated risk situation without delay. This applies in particular to warranty rights for the purchase of goods.

8. Liability

8.1 The statutory provisions regarding liability shall apply.

8.2 THE CONTRACTOR is in particular liable for all damages, includ-ing those claimed by third parties, by reason of personal injury, property damage, or economic loss attributable to a faulty product that it has delivered. It is required to indemnify e:fs TechHub GmbH against, hold it harmless from, and procure its release from all such liability. The obligation to indemnify, hold harmless, and release is limited to the costs that arise in the process of curing the fault, which THE CONTRACTOR shall reim-burse regardless of culpability on its part, and to such harm or damage as results from delivery by THE CONTRACTOR of a prod-uct with a fault for which it is legally responsible. If e:fs TechHub GmbH is obligated to recall products from third parties due to a fault in a product supplied by THE CONTRACTOR, THE CONTRACTOR shall bear all costs associated with the recall if THE CONTRACTOR is legally responsible for the fault. Where there is no obligation to recall, but the recall is indicated for economic reasons, the CONTRACTING PARTIES agree that they shall with reasonable promptitude enter into supplemental and/or alternative contractual agreements that take appropri-ate account of the circumstances and consequences of the re-call. The foregoing is without prejudice to any other rights e:fs TechHub GmbH may have under applicable law. For purposes of claims under this subsection, due account shall in general be taken of the following: the need for and reasonableness of ac-tions taken; where causation is mutual, the nature and extent of the respective causal contributions; fault on the part of THE CONTRACTOR; and any contributory fault or negligence on the part of e:fs TechHub GmbH.

8.3 At its own expense, THE CONTRACTOR is required to take out business liability insurance and environmental liability insur-ance in appropriate coverage amounts as well as product liabil-ity insurance with a coverage amount of at least EUR 2 million per claim for by reason of personal injury, property damage, and/or economic loss. All such insurance, proof of which shall be furnished upon request, must be maintained in force for the duration of the contract.

9. Third Party Intellectual Property Rights

9.1 THE CONTRACTOR shall ensure that the contractual work it per-forms and the work products it delivers do not infringe third party rights, including in particular third party IP rights. To the extent THE CONTRACTOR is not the sole owner of exclusive rights of use and exploitation, it shall demonstrate to e:fs TechHub GmbH´s satisfaction that the rights of use and exploi-tation necessary for the contractual purpose were conveyed to it and that the work products are free from all third party rights that could restrict their use and enjoyment. Use and enjoyment is restricted whenever it is subject to conditions.

9.2 THE CONTRACTOR undertakes to notify e:fs TechHub GmbH im-mediately if THE CONTRACTOR realizes or should realize that e:fs TechHub GmbH may infringe the IP rights of third parties in connection with these General Terms or contracts entered into on the basis thereof.

9.3 Where in the cases above mentioned in this section contractual performances are rendered pursuant to a purchase contract or a contract to produce a work, THE CONTRACTOR is required, in discharging its obligation to cure, to take at its own expense all reasonable action to cause its performance to conform to the contract, e.g. by acquiring necessary rights. If unable to acquire the necessary rights, THE CONTRACTOR shall at its own expense take all reasonable action to provide e:fs TechHub GmbH with deliverables and other contractual performances that are of equal value to e:fs TechHub GmbH, but avoid infringing third party rights. A solution is only of equal value if the agreed utility of the deliverables and other contractual performances is undi-minished or diminished only to an insignificant extent. To the extent THE CONTRACTOR neither procures the license rights necessary for conforming use nor provides a solution of equal value with reasonable promptitude, e:fs TechHub GmbH is en-titled to acquire the necessary rights at THE CONTRACTOR´s ex-pense or at its discretion take other action to itself cure the de-fect unless THE CONTRACTOR is within its rights in refusing to effect cure as demanded by e:fs TechHub GmbH or proves that it bears no legal responsibility for the infringement of third party rights. THE CONTRACTOR shall upon request provide e:fs TechHub GmbH with the rights and documents (e.g. source codes, documentation) that the latter needs for purposes of the preceding sentence.

9.4 THE CONTRACTOR shall indemnify e:fs TechHub GmbH against, hold it harmless from, and procure its release from all claims asserted by third parties by reason of an infringement of intel-lectual property rights or license provisions that results from the use of deliverables or other contractual performances. THE CONTRACTOR is obliged to reimburse e:fs TechHub GmbH for all necessary expenses in connection with such claims unless THE CONTRACTOR is within its rights in refusing to assume such costs or bears no legal responsibility for the infringement of in-tellectual property rights or license provisions that results from the use of deliverables or other contractual performances. e:fs TechHub GmbH agrees to notify THE CONTRACTOR promptly in the event a third party claim situation arises. e:fs TechHub GmbH may at its discretion itself assume control of the defense or settlement negotiations or it may require THE CONTRACTOR to do so. In accordance with the foregoing, THE CONTRACTOR shall in either case also bear the costs of the legal defense. If e:fs TechHub GmbH itself assumes control of the defense, THE CONTRACTOR is required to provide all necessary information and materials to e:fs TechHub GmbH. If THE CONTRACTOR is re-sponsible for the defense, it shall in all events ensure that e:fs TechHub GmbH´s contractually agreed enjoyment of its rights of use and exploitation is not diminished by the assertion of claims for infringement of rights. Should THE CONTRACTOR re-fuse to participate in the defense on the grounds that no in-fringement of rights has taken place, it shall be estopped from later raising, in its own defense, mistakes allegedly made by e:fs TechHub GmbH in the conduct of the matter.

10. Duties of Cooperation and Information of Both Parties

10.1 e:fs TechHub GmbH will provide THE CONTRACTOR with the necessary information, materials, and documents upon re-quest. No other support provided by e:fs TechHub GmbH will be furnished except as separately agreed in writing.

10.2 If e:fs TechHub GmbH is dependent upon THE CONTRACTOR’s support and cooperation, the latter shall promptly furnish all necessary information, materials, and documents.

10.3 THE CONTRACTOR grants to e:fs TechHub GmbH and to each of the companies affiliated with e:fs TechHub GmbH within the meaning of § 15 AktG the right to examine and audit all data pertaining to business transactions between THE CONTRACTOR and e:fs TechHub GmbH, such right being exercisable on THE CONTRACTOR’s business premises at any time after prior notice given.

10.4 The export of certain goods, including in particular software, may be prohibited or subject to restrictions. THE CONTRACTOR shall inform e:fs TechHub GmbH in good time and completely about any prohibitions or restrictions relating to the subject matter of the contract to be awarded. Should any such export restrictions apply, THE CONTRACTOR shall assist e:fs TechHub GmbH in obtaining any necessary approvals and without prior request provide e:fs TechHub GmbH with all necessary infor-mation, data, materials, and documents.

11. Force Majeure

11.1 To the extent either of the CONTRACTING PARTIES is precluded from discharging its contractual duties by force majeure, it is released from the respective duties and from compliance with performance deadlines. In such event, the other CONTRACTING PARTY shall have no secondary claims unless the affected CONTRACTING PARTY has expressly guaranteed performance of the duties in question or expressly assumed the risk of their non-performance. Force majeure means events or circum-stances for which neither of the CONTRACTING PARTIES is re-sponsible that are external to the affected enterprise, unrelated to its operations, unavoidable per se or in timely fashion even using the highest level of care that could reasonably be ex-pected, and unforeseeable, such as natural catastrophes or ex-treme natural events, plagues, epidemics or pandemics, wars, terrorist attacks, sabotage, explosions, fire, failures of transpor-tation, power, or telecommunication networks, strikes or lock-outs, and legal provisions or actions by public authorities, gov-ernments, courts, or international institutions, including embar-goes and sanctions.

11.2 Where the situation that is preventing performance continues without interruption for more than 30 days, either CONTRACTING PARTY may terminate this contract by giving the other CONTRACTING PARTY reasonable advance notice of such termination.

11.3 Where force majeure considerably impedes the discharge of contractual duties by a CONTRACTING PARTY that has not ex-pressly guaranteed performance of the duties in question or ex-pressly assumed the risk of their non-performance, the CONTRACTING PARTIES shall, with reasonable promptitude af-ter notification of the impediment, use their best efforts to agree on supplemental and/or alternative contractual provi-sions that take appropriate account of the consequences of the force majeure situation.

11.4 Should in such event the other CONTRACTING PARTY refuse to consent to supplemental and/or alternative provisions that take appropriate account of the consequences of the force majeure situation, the CONTRACTING PARTY that is affected by the impediment may terminate the contract by giving reasona-ble advance notice.

11.5 The CONTRACTING PARTY whose performance is precluded or impeded is required to notify the other CONTRACTING PARTY without delay of the preclusion or impediment, as the case may be. It is likewise required to notify the other CONTRACTING PARTY as soon as the preclusion or impediment ceases to apply.

12. Code of Conduct for Business Partners, information security guidelines

12.1 The requirements of e:fs TechHub GmbH for sustainability in its relationships with business partners are defined in the Code of Conduct for Business Partners.

12.2 The Code of Conduct for Business Partners shall become an in-tegral part of the contract in the most recent version valid at the time the contract is concluded. THE CONTRACTOR under-takes to comply with it. The Code of Conduct for Business Part-ners is available on e:fs TechHub GmbH’s homepage.

12.3 The CONTRACTOR undertakes to comply with the information security guidelines for external parties. This shall be made available to the CONTRACTOR.

13. Non-Disclosure

13.1 All information, knowledge, results, data, and documents that THE CONTRACTOR receives from e:fs TechHub GmbH or in any way acquires from e:fs TechHub GmbH in the context of and/or in the course of performance of contracts entered into or in the pre-contractual phase (RFQ, purchase order, etc.) (hereinafter referred to as “CONFIDENTIAL INFORMATION”) shall be subject to non-disclosure regardless of how such information is embod-ied, regardless of the manner in which it is communicated or the way it is acquired (e.g. as an unencrypted e-mail), and re-gardless of whether it is expressly designated or marked as sub-ject to non-disclosure (e.g. as “confidential” or “secret”). This includes without limitation all know-how, patent rights and other industrial property rights, source code, and other intellec-tual property rights provided and all other information that is not publicly available which THE CONTRACTOR acquires from e:fs TechHub GmbH. CONFIDENTIAL INFORMATION shall also include trade secrets within the meaning of the Act on the Pro-tection of Trade Secrets (GeschGehG).

13.2 THE CONTRACTOR agrees to preserve the secrecy of CONFIDENTIAL INFORMATION as a trade secret even after the termination of the contract and to use it only for purposes of the pre-contractual phase (RFQ, purchase order, etc.) and for any contract entered into and the performance thereof, and only within the limits envisaged by these General Terms and by contracts entered into. Its disclosure within THE CONTRACTOR’s organization shall be limited to that which is necessary for the pre-contractual phase (RFQ, purchase order, etc.) and for per-formance of the contract (disclosure on strict “need-to-know” basis).

13.3 THE CONTRACTOR is required to take all necessary action to prevent third parties from gaining access to CONFIDENTIAL INFORMATION. “Access” shall include without limitation direct or indirect disclosure to third parties, whether gratuitously or for consideration, as well as viewing or examination by third parties.

13.4 No other use by THE CONTRACTOR and no disclosure by it to third parties is permitted without e:fs TechHub GmbH’s express prior written consent.

13.5 THE CONTRACTOR shall ensure that all natural and juridical per-sons who acquire knowledge of CONFIDENTIAL INFORMATION in connection with the pre-contractual phase (RFQ, purchase order, etc.) or in the course of performance of contracts en-tered into are bound by non-disclosure obligations analogous to those set forth herein. THE CONTRACTOR shall ensure that, to the extent legally possible, the obligations to be imposed hereunder on THE CONTRACTOR’s employees and on the other above described natural and juridical persons shall survive the termination of the employment or other relationship conferring access to CONFIDENTIAL INFORMATION.

13.6 The non-disclosure obligations regarding CONFIDENTIAL INFORMATION cease to apply to the extent

13.7 THE CONTRACTOR shall not refer to its business relationship with e:fs TechHub GmbH in advertising or in other documents without e:fs TechHub GmbH’s prior written consent. The same applies to THE CONTRACTOR’s use of e:fs TechHub GmbH’s trademarks, trade names, or other insignia.

13.8 The foregoing obligations shall not limit or prejudice any more extensive non-disclosure obligations that THE CONTRACTOR may have to e:fs TechHub GmbH pursuant to other non-disclo-sure commitments. A non-disclosure agreement separately en-tered into shall in particular take precedence over the provi-sions above set forth. In the event the contract is entered into, THE CONTRACTOR agrees to sign e:fs TechHub GmbH’s non-dis-closure agreement, if it has not already done so.

14. Data Protection

14.1 THE CONTRACTOR agrees to comply with all applicable data protection provisions in its performance of the contract. It shall indemnify e:fs TechHub GmbH against, hold it harmless from, and procure its release from all third party claims resulting from its breach of this obligation.

14.2 THE CONTRACTOR is required to impose obligations analogous to these data protection provisions on all employees and third parties on whom it relies for its performance of contractual ob-ligations and shall, upon request by e:fs TechHub GmbH, furnish proof of its compliance with this requirement.

14.3 For purposes of deciding whether to enter into, continue, or ter-minate the contractual relationship, e:fs TechHub GmbH may collect and use probability figures calculated in part based on address data.

15. English Version

Any English version of these General Terms is solely for pur-poses of convenience. The German version is alone authorita-tive and shall take precedence over the English version in the event of any contradiction or conflict. This also applies analo-gously to all other documents related hereto, including without limitation other applicable documents.

16. Applicable Law and Venue

16.1 These General Terms and agreements between the CONTRACTING PARTIES entered into on the basis thereof shall be governed by the law of the Federal Republic of Germany ex-cluding the U.N. Convention on the Sale of Goods.

16.2 Legal actions regarding all claims arising out of or in connection with these General Terms and the entire legal relationship be-tween the CONTRACTING PARTIES may be brought only in a court of proper jurisdiction for the judicial district that includes Ingolstadt. e:fs TechHub GmbH is, however, entitled to bring suit against THE CONTRACTOR in any other venue the law pro-vides.

17. Place of Performance

The place of performance for all work, supplies, and services is the location of the business or business unit that is identified in the contractual provisions as being that for which the contrac-tual performances are intended. If no such place is identified, the place of performance is e:fs TechHub GmbH’s registered of-fice.

Form

18.1 All contracts / agreements entered into on the basis of these General Terms must be in written form (§ 126 of the German Civil Code); no oral collateral agreements exist. Amendments and additions not adopted through individual agreements be-tween the CONTRACTING PARTIES are invalid unless agreed in a writing personally signed by their representatives. The re-quirement of written form is satisfied by scanning the signed declaration or, in the case of a contract, the signed contract text, and transmitting this by telecommunication, or by using simple electronic signature via DocuSign. Specifics regarding the scope of performance may be sent via electronic ticket sys-tem.

18.2 To the extent neither these General Terms nor other agree-ments between the CONTRACTING PARTIES specify written form or another more stringent form, declarations, notices, and notifications with legal significance that the CONTRACTING PARTIES must make or give to each other after the time of con-tracting (e.g. to set a deadline, demand a performance, exercise a contractual right, give notices, or convey information) are in-valid unless via email.

19. Assignment

DNo assignment or delegation of contractual rights and duties by THE CONTRACTOR is valid unless done with e:fs TechHub GmbH’s prior written consent. e:fs TechHub GmbH will only re-fuse such consent when its legitimate interests outweigh those of THE CONTRACTOR. By way of derogation from sentence 1, an assignment of claims for the payment of money without e:fs TechHub GmbH’s consent is valid; in such cases e:fs TechHub GmbH may, however, at its discretion, discharge its liability by making payment to either THE CONTRACTOR or the third party assignee.

20. Set-off

The CONTRACTING PARTIES may declare set-off, assert rights of retention (withhold performance), and raise the defense of un-performed contract in all situations in which the law permits, whereby THE CONTRACTOR is permitted to declare set-off only by reason of counterclaims that are undisputed or the subject of a final judgment or that arise from the same legal relation-ship as the principal claim.

21. “LAH.893.909.D – Besondere Merkmale” (Special Characteristics) of Volkswagen AG

21.1 To the extent the subject matter of the contract consists of or includes software used in parts, components, or modules that are installed on the vehicle, THE CONTRACTOR confirms its compliance with the processes and the performance and docu-mentation requirements set forth in “LAH.893.909.D – Be-sondere Merkmale” (Special Characteristics) of Volkswagen AG. THE CONTRACTOR agrees to comply with these performance specifications when carrying out the services and/or any part delivery that it is hereby commissioned to perform.

21.2 “LAH.893.909.D – Besondere Merkmale” (Special Characteris-tics) is available at www.vwgroupsupply.com. Additionally, it will be provided by e:fs TechHub GmbH on request.

21.3 THE CONTRACTOR agrees to promptly notify e:fs TechHub GmbH in writing when THE CONTRACTOR providing or perform-ing work related to engine control unit hardware or software has reason to believe that a Defeat Device, as defined in 40 C.F.R. § 86.1803-01 and 42 U.S.C. § 7522(a)(3)(B), has been in-cluded in, designed for or requested for a vehicle.

21.4 If the subject matter of this contract includes creating or modi-fying engine control unit software, and that is anticipated to be the subject of any filing with the California Air Resources Board (CARB), THE CONTRACTOR agrees to (a) disclose in the docu-mentation for the software, and to (b) maintain a change log of any feature that is known or reasonably should be known to de-tect emissions testing or function as an AECD (Auxiliary Emis-sion Control Device), as defined in 40 C.F.R. § 86.1803-01.

22. Order of Precedence of the Component Parts of the Contract

The below listed regulations and documents – including their as-sociated attachments, appendices, annexes, and other applica-ble documents – constitute binding and integral parts of the contract, to be applied in the following order of precedence (from highest to lowest) in the event of any conflicts between them:

23. Salvatorische Klausel

Should individual provisions contained herein be or become in-valid or unenforceable in whole or in part or should there be gaps in any term, this shall not affect the validity of the remain-ing provisions hereof.

Part 2: Special Terms for the Provision of Stand-ard Software and Hardware

24. Überlassung von Standardsoftware

24.1 The following terms apply to the provision of standard soft-ware, including provision by way of download. Software that is not developed or modified in accordance with e:fs TechHub GmbH’s particular requirements constitutes standard software. To the extent software other than standard software is in-volved, the provisions for contracts for the supply of services in Part 3 apply.

24.2 THE CONTRACTOR is required to convey non-exclusive rights of use and exploitation to e:fs TechHub GmbH. Except as other-wise provided below, these shall be perpetual, unrestricted in geographical and material scope, irrevocable, sub-licensable, and transferable. The right of use and exploitation shall include use by companies affiliated with e:fs TechHub GmbH within the meaning of § 15 AktG (German Stock Corporation Law) as well as use by service providers for purposes of contracts commis-sioned by e:fs TechHub GmbH or by a company affiliated with e:fs TechHub GmbH. It shall further include the right to modify, use, and exploit the work products as well as the right to pro-vide the work products to third parties either gratuitously or for consideration for use, modification, further transfer, and/or sublicensing. The rights of use and exploitation include all forms of exploitation presently known or unknown and later arising, discovered, revealed, publicized, or devised, including without limitation copying, distribution, dissemination, exhibition, pub-lic presentation, demonstration and availability, as well as mod-ification, reconfiguration, and broadcast and reproduction via all types of media.

24.3 To the extent the license scope is defined in terms of a number of licenses, the number of licenses (license count) shall mean the number of users who may run the software at the same time, without regard to the number of devices on which the software is installed. The number of users shall be unlimited in the absence of an express limitation on the number of licenses or users.

24.4 e:fs TechHub GmbH is entitled to make backup copies and, for data backup purposes, to maintain the software on redundant systems.

24.5 Unless delivery of a particular version has been agreed, e:fs TechHub GmbH may require delivery of the most recent version at the time of performance.

24.6 With respect to all software, THE CONTRACTOR warrants that it will operate trouble-free in all environments in regular use at the time of delivery and that all functions and features inherent in the software in question will in fact be available for use. These environments shall include the various operating systems that are supported by the manufacturer. THE CONTRACTOR warrants that web-based software will support, at the time of the passage of risk and for a period of three years thereafter, a group of browser versions that together have a market share of at least 80 % and includes all versions of Internet Explorer or Edge released in this three year period.

24.7 To the extent THE CONTRACTOR remedies program faults through updates and patches, it is required to provide access to these updates free of charge for a period of at least 36 months after the passage of risk. THE CONTRACTOR is not permitted to charge for fault correction even if it is bundled with new func-tions or features (updates).

25. Provision of Hardware

25.1 Where hardware is provided in connection with standard soft-ware, the software shall be installed and running / ready to run on that hardware. THE CONTRACTOR warrants that the hard-ware and software will interact with each other without prob-lems.

25.2 Where THE CONTRACTOR cures defects by remedying / repair-ing them, it is required to install a replacement device free of charge on site for the duration of the repair.

25.3 Where defects result in system downtime, e:fs TechHub GmbH may, without prejudice to its right to claim more extensive dam-ages, require payment of 0.09 % of the net purchase price of the affected systems per day of downtime, whereby THE CONTRACTOR is, in such event, permitted to prove that actual damages were in fact nil or substantially less than the stipulated flat rate.

Part 3: Special Provisions for Contracts for the Supply of Services

26. Contract Performance Requirements

26.1 THE CONTRACTOR shall render its performance independently and on its own responsibility. In performing the contract, it shall adhere to the latest scientific and technical state of the art and in particular, in accordance with the latest scientific and tech-nical state of the art, secure e:fs TechHub GmbH’s systems against unauthorized third party access (e.g. attacks by hackers) as well as against the transmission of unwanted data (e.g. spam). THE CONTRACTOR shall in addition adhere to the appli-cable quality standards, working practices, production equip-ment specifications, and other requirements, which will be pro-vided by e:fs TechHub GmbH upon request.

26.2

26.3 THE CONTRACTOR is required to check all information, docu-ments and other materials, project-related instructions, re-quirements, and similar specifications received from e:fs TechHub GmbH for completeness, accuracy, consistency, and feasibility. THE CONTRACTOR shall promptly inform e:fs TechHub GmbH of any deficiencies in a written notification with statement of reasons.

26.4 If the contractual performances involve or consist in the crea-tion of a promised work product, THE CONTRACTOR shall main-tain clear and understandable technical documentation on the contractual work including preliminary versions thereof and provide this documentation to e:fs TechHub GmbH upon its re-quest. To the extent reasonable and appropriate in the ordinary course of business, THE CONTRACTOR shall upon request fur-nish status reports to e:fs TechHub GmbH that keep it informed as to the progress of the contractual performances.

26.5 If, for purposes of contract performance, THE CONTRACTOR wishes to use e:fs TechHub GmbH’s premises or assets or other resources to be provided by e:fs TechHub GmbH, THE CONTRACTOR shall take the expenses it thereby avoids into ac-count when preparing its quotation and separately state each of them therein. To the extent the quotation does not state a particular avoided expense, e:fs TechHub GmbH may charge a market price for the provided resource in question. THE CONTRACTOR must mark any provided workspace or rooms etc. with appropriate signs identifying it as the occupant of the space in question.

26.6

27.

27.1 The personnel to be used by THE CONTRACTOR are subject only to THE CONTRACTOR’s right of employee direction and control. THE CONTRACTOR shall take appropriate action to ensure that all rights of direction and control are exercised solely by it, even to the extent work is performed on e:fs TechHub GmbH’s prem-ises. THE CONTRACTOR shall ensure that an employment rela-tionship subject to social insurance contributions exists be-tween itself and all individuals whom it uses.

27.2 THE CONTRACTOR shall ensure that the employees deployed by e:fs TechHub GmbH to perform its services meet the necessary requirements (e.g. high-voltage qualifications in accordance with DGUV upon entering the workshop).

27.3 THE CONTRACTOR shall further ensure that personnel it uses on e:fs TechHub GmbH’s premises to perform the contract are vis-ually identifiable as the personnel of an outside firm and unmis-takably recognizable as such at all times by third parties not in-volved in the contract. This includes without limitation wearing ID badges in a readily visible manner.

27.4 Should any individual used or to be used by THE CONTRACTOR to perform the contract be replaced by another person who re-quires a period of training or familiarization, THE CONTRACTOR shall bear the concomitant cost. THE CONTRACTOR shall select personnel with due regard to e:fs TechHub GmbH’s interests. If e:fs TechHub GmbH so requests, stating its reasons, THE CONTRACTOR is required to replace any individual assigned to the contract who has repeatedly breached contractual duties. The costs resulting from such replacements shall be borne by THE CONTRACTOR.

28. Requirements Regarding Software and IT Secu-rity

28.1 When delivered to e:fs TechHub GmbH, all software shall al-ways be accompanied by user documentation and, unless con-stituting standard software pursuant to Part 2, by the source code and programming documentation as well.

28.2 Unless otherwise agreed between e:fs TechHub GmbH and THE CONTRACTOR, THE CONTRACTOR shall install the software and train e:fs TechHub GmbH’s personnel in the use thereof. If so requested by e:fs TechHub GmbH, THE CONTRACTOR shall fur-nish a quotation for support services on standard market terms.

28.3 Access by THE CONTRACTOR by means of remote data trans-mission (RDT) to e:fs TechHub GmbH’s systems or to those of a company affiliated with e:fs TechHub GmbH or with Volkswagen AG either within the meaning of § 15 AktG or by reason of an ownership interest within the meaning of § 271 (1) sent. 1 HGB is permissible only with the express writ-ten consent of the company whose systems are to be accessed. THE CONTRACTOR is in this connection obliged to comply with the applicable security guidelines and concepts, which will be provided by e:fs TechHub GmbH upon request. THE CONTRACTOR shall give its personnel and any subcontractors or other third parties permissibly used to perform the contract written instructions regarding the content thereof prior to ac-cessing e:fs TechHub GmbH’s systems or those of any company affiliated with e:fs TechHub GmbH or with Volkswagen AG ei-ther within the meaning of § 15 AktG or by reason of an owner-ship interest within the meaning of § 271 (1) sent. 1 HGB.

28.4 Using a state-of-the-art virus detection program, THE CONTRACTOR shall scan all software and data media that it re-ceives from or provides to e:fs TechHub GmbH for malware (software programmed to do damage), computer viruses, worms, or similar malicious software and shall ensure that no such software is present.

29. Zur Verfügung gestellte Gegenstände

29.1 The following provisions apply to the extent e:fs TechHub GmbH furnishes items to THE CONTRACTOR in the context of the contractual relationship. The following constitute “items” for purposes hereof:

29.2 With respect to items, e:fs TechHub GmbH grants rights of use and possession to THE CONTRACTOR only to the extent abso-lutely necessary for contract performance and reserves all other rights to itself. THE CONTRACTOR may not make items available to third parties without e:fs TechHub GmbH’s express written consent.

29.3 Unless and until they are processed or manufactured, THE CONTRACTOR shall at its own expense store items separately and insure them to the normal extent against damage and loss.

29.4 THE CONTRACTOR shall return items to e:fs TechHub GmbH when they are no longer needed for performance of the con-tract or, where the items’ nature precludes this, delete or de-stroy them in consultation with e:fs TechHub GmbH. The pre-ceding also applies to any copies or reproductions made by THE CONTRACTOR except to the extent their retention is mandated by law.

30. Definitions of Work Product and Intellectual Property Rights

30.1 The term “work product” means all results arising or exploited in connection with the performance of the contractual work, in-cluding without limitation inventions, suggestions for technical improvements, reports on tests, experiments, and develop-ment work, ideas, drafts, measurements, databases, photo-graphs, configurations, computer programs including source code, know-how, samples, designs, and models as well as all other individual intellectual works and achievements.

30.2 The term “intellectual property rights” or “IP rights” refers to all industrial property rights and copyrights, including without lim-itation patents, registered designs, utility models, rights to names, trademarks, and service marks, rights of use and exploi-tation under copyright law, and copyright-related rights.

31. Work Products and IP Rights

31.1 THE CONTRACTOR shall notify e:fs TechHub GmbH of all work products as they arise, provide it with all documentation and materials necessary to their evaluation, and furnish any related information e:fs TechHub GmbH may request.

31.2 e:fs TechHub GmbH shall in general have sole entitlement to all work products that arise. THE CONTRACTOR shall ensure e:fs TechHub GmbH´s sole entitlement to work products created by THE CONTRACTOR’s subcontractors or performance assistants as well.

31.3 By entering into the contract, THE CONTRACTOR transfers to e:fs TechHub GmbH all IP rights that have arisen or later arise with respect to work products. To the extent the law does not permit their transfer, THE CONTRACTOR transfers, free of addi-tional charge over and above the agreed remuneration, the ir-revocable, exclusive, perpetual, sub-licensable, and transfera-ble right of use and exploitation with regard to work products without restriction as to geographic and material scope. This in-cludes the right to modify, use, and exploit the work products as well as the right to provide the work products to third parties either gratuitously or for consideration for use, modification, further transfer, and/or sublicensing. The rights of use and ex-ploitation include all forms of exploitation presently known or unknown and later arising, discovered, revealed, publicized, or devised, including without limitation copying, distribution, dis-semination, exhibition, public presentation, demonstration and availability, as well as modification, reconfiguration, and broad-cast and reproduction via all types of media.

31.4 THE CONTRACTOR shall remain the holder of inventions and the associated IP rights that were present in its organization prior to commencement of the contractual work (“Background IP”), provided it notifies e:fs TechHub GmbH of these in writing prior to commencing contractual work and establishes that they qualify under this clause. With respect to such Background IP, THE CONTRACTOR grants e:fs TechHub GmbH as of the time of contracting free of charge (except for payment of the fixed price) a non-exclusive, perpetual, irrevocable, sub-licensable, and transferable right of use and exploitation without re-striction as to geographic or material scope. The right of use and exploitation includes use by Group member companies and their customers. Where a production vendor part is being de-veloped, THE CONTRACTOR shall submit the first sample parts. IP rights that exist or have arisen and are not claimed as Back-ground IP shall be transferred to e:fs TechHub GmbH under the preceding subsection.

31.5 Should THE CONTRACTOR have entered into a separate written contractual agreement with e:fs TechHub GmbH that varies the provisions above set forth on the transfer of IP rights, THE CONTRACTOR shall, in addition to the documents agreed in the purchase order, also provide neutralized RFQ documents (such as 2D CAD drawing information, 3D CAD models, source code or object code). With effect from the time of contracting, THE CONTRACTOR grants e:fs TechHub GmbH, free of additional charge over and above the agreed remuneration, the exclusive, perpetual, irrevocable, sub-licensable, and transferable right, without restrictions as to geographical or material scope, to use and exploit these neutralized documents by distributing, dis-seminating, reproducing, and editing them, especially for pur-poses of soliciting tenders from third parties.

31.6 By entering into the contract, THE CONTRACTOR transfers to e:fs TechHub GmbH the rights in and to all inventions, samples, designs, and models arising within THE CONTRACTOR’s organi-zation in the course of contractual performance. To this end, THE CONTRACTOR agrees to assert rights to the inventions of its employees under the German Employee Invention Law or other applicable statutory or contractual law. No additional cost to e:fs TechHub GmbH shall arise as a result of such transfer. All costs are instead included in the remuneration stipulated in the purchase order. e:fs TechHub GmbH hereby accepts transfer of the transferred inventions, samples, designs, and models. e:fs TechHub GmbH shall alone have the right to register intellectual property rights, to assign this right to a third party, or to author-ize third parties to exercise this right on its behalf. Should THE CONTRACTOR so request, e:fs TechHub GmbH will inform THE CONTRACTOR in writing if it waives its right to apply for IP pro-tection in a specific case. Should e:fs TechHub GmbH waive the right, THE CONTRACTOR is entitled to apply for the intellectual property right in question at its own expense. With respect to such intellectual property rights applied for by e:fs TechHub GmbH, e:fs TechHub GmbH and all companies affiliated with it or with Volkswagen AG either within the meaning of § 15 AktG or by reason of an ownership interest within the meaning of § 271 (1) sent. 1 HGB shall enjoy, free of additional charge over and above the agreed remuneration, a non-exclusive, perpet-ual, irrevocable, sub-licensable, and transferable right of use and exploitation without restrictions as to geographic or mate-rial scope.

32. Utilization of Free Software

32.1 THE CONTRACTOR is required to declare to e:fs TechHub GmbH in writing whether or not the work product that it is obligated to provide contains Free Software (Open Source Software, Free-ware and/or Public Domain Software including single compo-nents or parts thereof).

32.2 Should THE CONTRACTOR use or intend to use Free Software in the work product that it is obligated to provide, such use is in general only permissible where THE CONTRACTOR has notified e:fs TechHub GmbH accordingly prior to the commencement of development work in accordance with the stipulations of the “Regulations Regarding the Employment of Free Software” (other applicable document).

32.3 e:fs TechHub GmbH is not required to consent to THE CON-TRACTOR’s utilization of Free Software in the work product that it is obligated to provide. THE CONTRACTOR’s notification of e:fs TechHub GmbH does not cause e:fs TechHub GmbH to consent to THE CONTRACTOR’s use of Free Software. e:fs TechHub GmbH may reject the utilization of Free Software in particular to avoid safety, security, or legal risks.

33. Change Requests

33.1

33.2 THE CONTRACTOR is permitted to reject changes requested by e:fs TechHub GmbH only for important cause. An important cause for refusal exists in particular where THE CONTRACTOR states convincing reasons for its belief that performance is not feasible or that the resources necessary to implement the change are not available to THE CONTRACTOR and also cannot be made available to it.

33.3 THE CONTRACTOR agrees to evaluate the changes requested by e:fs TechHub GmbH with respect to their impact on costs, capi-tal investment, and deadlines immediately after being notified of a requested change and to promptly submit a proposal for implementing such changes that adheres to the existing time schedule as far as possible and quantifies the specific costs, work, and time involved. This proposal must be reviewable with regard to costs to the same degree as the original quotation and must also state whether and, if so, how the acceptance of the change request would impact other parts of the contract, in par-ticular the agreed deadlines.

33.4 THE CONTRACTOR is entitled to additional remuneration only if e:fs TechHub GmbH has received a quotation in text form meet-ing the specifications above set forth and e:fs TechHub GmbH has accepted this quotation in text form or in a more stringent form.

33.5

34. Acceptance

34.1 THE CONTRACTOR’s work products must be provided in a form suitable for inspection and testing. If this requirement is not met, acceptance is impossible and for this reason neither the statute of limitations nor other claim-limiting time periods begin to run. If the work product is embodied in datasets, THE CONTRACTOR must permit examination of the underlying code to the extent necessary to verify performance of the contract in conformity with its terms. THE CONTRACTOR is required to sub-mit documentation on its own tests and test results to e:fs TechHub GmbH together with the software.

34.2 THE CONTRACTOR shall give notice of the date on which all con-tract work will be complete and ready for acceptance inspection at least ten working days in advance thereof. The acceptance procedure shall then be as follows:

Compliance with the provisions of this subsection is an indis-pensable precondition of valid acceptance by e:fs TechHub GmbH; in particular, no such acceptance may be inferred solely from actions by e:fs TechHub GmbH, including without limita-tion its use of work products, its signature, counter-signature, or initialing of statements of work performed, or its disburse-ment of payments.

34.3 THE CONTRACTOR shall submit no invoice for its contractual performance until e:fs TechHub GmbH’s acceptance thereof and no invoice for a partial performance until e:fs TechHub GmbH’s release thereof. e:fs TechHub GmbH shall, however, make no partial payments except as expressly agreed in writing.

34.4 Submission by THE CONTRACTOR of a statement of work per-formed is a necessary, but not necessarily sufficient, precondi-tion for all payments or partial payments. No statement of work performed shall be submitted until after the agreed perfor-mance or partial performance has been completely rendered. A statement of work performed must include at least the follow-ing information:

34.5 Should remuneration based on time worked have been agreed, THE CONTRACTOR shall document its work in time records and submit these to e:fs TechHub GmbH on a weekly basis for coun-tersignature.

34.6 Should e:fs TechHub GmbH by way of exception have consented to declare acceptance for partial performances, this shall not preclude e:fs TechHub GmbH from invoking rights based on de-fects in partial performances that have already been accepted where these defects only manifest themselves through the sub-sequent interaction of system parts.

35. Supplemental Terms for Hardware and/or Soft-ware Maintenance

35.1 Where a contract requires the maintenance of technical facili-ties or software, THE CONTRACTOR’s contractually promised work product shall be deemed to be 99.95 % availability and us-ability for the intended purpose on a weekly basis. If later soft-ware versions, builds, etc. are developed, THE CONTRACTOR is required to furnish the corresponding updates and upgrades to e:fs TechHub GmbH.

35.2 THE CONTRACTOR shall take all necessary precautions to pre-vent malfunctions of the facilities to which the contract relates. To this end, THE CONTRACTOR must also consider potential changes in the environment, such as software updates and patches to other standard software, to the extent it is able to foresee such changes. The contractual response time shall be one hour during normal office working hours and four hours at all other times. To the extent on site work is necessary, a re-sponse time of ten hours shall apply.

35.3 To the extent uninterrupted operation requires cooperation that e:fs TechHub GmbH is obliged to provide, THE CONTRACTOR shall give it written notice to this effect far enough in advance that the contractual objectives are not jeop-ardized.

35.4 To the extent e:fs TechHub GmbH receives software compo-nents from THE CONTRACTOR in connection with software up-dating or upgrading, e:fs TechHub GmbH shall have the normal warranty rights under these General Terms.

Part 4: Special Provisions for the Purchase of Goods

36. Inspection obligations and special obligations of THE CONTRACTOR

36.1 THE CONTRACTOR undertakes vis-à-vis e:fs TechHub GmbH to check any service requests or service descriptions provided with regard to the completeness and accuracy of the information contained therein. In addition, all contradictions, ambiguities or incompleteness that are readily recognizable with the neces-sary care in the preparation of the offer and price calculation must be reported to e:fs TechHub GmbH without delay.

36.2 The above sub-clause shall apply accordingly to service call-offs in framework agreements.

36.3 THE CONTRACTOR undertakes to carry out an appropriate qual-ity inspection of the goods prior to delivery to e:fs TechHub GmbH. In particular, it shall check whether the goods corre-spond to the agreed quality and are suitable for the use as-sumed or customary under the contract. The content and scope of this quality inspection shall be based on the contractual agreements made, otherwise on the weighting of the type and significance of the goods, whether THE CONTRACTOR is a man-ufacturer or an intermediary, and on the reasonable effort in-volved.

37. Inspection obligations of e:fs TechHub GmbH

e:fs TechHub GmbH undertakes to inspect the goods for any de-viations in quality and quantity within a reasonable period of time.

38.

38.1

38.2 e:fs TechHub GmbH reserves the right to demand a replace-ment of the third party after the expiry of a previously set rea-sonable deadline, if there is an important reason for this.

38.3 The following provisions apply to goods manufactured specifi-cally to e:fs TechHub GmbH’s order:

38.3.1 THE CONTRACTOR undertakes to notify e:fs TechHub GmbH im-mediately of all deviations from the agreed quality, whether technical or otherwise owed.

38.3.2

38.3.3 In the event of a reduction or cancellation, THE CONTRACTOR undertakes to pay for goods already accepted on the agreed terms. It shall also accept partially completed goods and raw materials ordered for the manufacture of the goods, insofar as the order was required in the normal course of business in terms of time.

38.3.4

38.3.5 If this change in performance has an impact on compliance with the agreed delivery date, so that it is no longer possible or only possible with unreasonable effort, the originally agreed delivery date shall become invalid and a new delivery date shall be agreed, taking into account the interests of both CONTRACTING PARTIES.

39.

39.1 e:fs TechHub GmbH shall not be obliged to accept defective goods as performance. Defective goods shall also be deemed to exist if goods other than those owed or an insufficient quantity is delivered.

39.2

40. Place of performance/transfer of risk and prices

40.1 In principle, transportation and shipment of the ordered goods shall be at the risk of THE CONTRACTOR. THE CONTRACTOR shall take out transport insurance and maintain public liability insurance with extended product liability cover and recall cost insurance with conditions and sums insured customary in the industry. THE CONTRACTOR shall provide evidence of this to e:fs TechHub GmbH upon request.

40.2 The required confirmation of handover shall be made on a de-livery bill to be provided by THE CONTRACTOR by an authorized person of e:fs TechHub GmbH. The delivery bill must contain the following information in addition to the delivery bill and supplier number:

41. Packaging

THE CONTRACTOR shall be obliged to select the packaging in accordance with the type of shipment and subsequent storage of the goods. When choosing the packaging, environmental pol-lution must be avoided as far as possible. THE CONTRACTOR shall be liable for all damage caused by improper or inadequate packaging.

42. Accounting

In addition to the requirements listed in Part 1, Section 4.6, each invoice must include the delivery note number, shipping data and type of packaging. Invoices may not be enclosed with the goods.

43. Liability of THE CONTRACTOR for defects

43.1 If THE CONTRACTOR has assumed a quality guarantee for the goods or a guarantee that the goods will retain a certain quality for an agreed period of time in accordance with § 443 BGB (Ger-man Civil Code), it shall be liable to the CUSTOMER regardless of fault for all damage caused by this guarantee, unless a differ-ent legal consequence has been agreed. Third-party guarantees shall remain unaffected.

43.2 In the case of a generic debt, THE CONTRACTOR shall be liable, irrespective of fault, for the procurement of the goods owed as long as the performance of the generic debt is not objectively impossible, unless it is prevented from procuring the goods due to force majeure.