I. General Provisions

1. These T&C apply to all contracts in which X-Powertrain GmbH acts as manufacturer (hereinafter: “Supplier”) and the other contracting party acts as purchaser (hereinafter: “Purchaser”). Individually agreed arrangements with the Purchaser (including side agreements, supplements, and amendments) shall always take precedence over these T&C. The content of such agreements requires, subject to proof to the contrary, a written contract or the Supplier’s written confirmation.

2. Any conflicting terms and conditions of the Purchaser shall not apply unless expressly agreed to in writing by the Supplier. This requirement for consent shall apply in every case, including where the Supplier, being aware of the Purchaser’s T&C, carries out the delivery unconditionally.

3. These delivery terms apply only to entrepreneurs within the meaning of §§ 14, 310 (1) sentence 2 BGB (German Civil Code).

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II. Ordering of Goods

1. The Purchaser shall send the Supplier a purchase order indicating which goods, in what quantity, and for which delivery date are to be delivered by the Supplier. All conditions, specifications, standards, and other documents attached to or referred to in the order shall form part of the order.

2. The Supplier shall review the order and then send the Purchaser a binding order confirmation containing all essential contractual details (offer within the meaning of § 145 BGB). The order confirmation may be issued in written or text form.

3. If the Purchaser does not object to the order confirmation in text form within 3 days of receipt, the contract for the supply of goods shall be deemed concluded.

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III. Prices and Payment Terms

1. Unless otherwise agreed in individual cases, the prices valid at the time of contract conclusion shall apply, ex Supplier’s place of business, plus statutory VAT.

2. The Purchaser shall pay the purchase price by bank transfer, free of charge and without deduction, no later than 30 days after delivery ex works. Timeliness of payment shall be determined by receipt of the full invoice amount by the Supplier. If it has been agreed that the Purchaser shall call off the goods for dispatch within a specified period after notification of readiness for dispatch by the Supplier, the Supplier shall be entitled to issue the invoice from the time of notification of readiness. In this case, the purchase price shall fall due 30 days after the invoice date.

3. In the event of payment default, the Purchaser shall pay a contractual penalty of 0.3% of the invoice amount per business day of default, up to a maximum of 5% of the invoice amount. In addition, the Purchaser shall pay statutory default interest at 9 percentage points above the applicable base rate and compensate all further damages caused by the default, including necessary internal or external legal costs. The contractual penalty shall, however, be offset against such damages and interest.

4. The Purchaser may only set off claims that are undisputed or have been legally established.

5. The Supplier may assign its claims against the Purchaser for financing purposes.

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IV. Retention of Title

1. The Supplier retains ownership of the goods until full payment of all present and future claims arising from the supply contract and any ongoing business relationship (secured claims).

2. Goods subject to retention of title may not be pledged or transferred by way of security before full payment of the secured claims. The Purchaser shall notify the Supplier immediately in writing if an insolvency application has been filed or if third parties (e.g., seizures) gain access to the goods owned by the Supplier.

3. The Purchaser shall handle the goods with care and insure them at his own expense against fire, water, and theft damage at replacement value.

4. In case of breach of contract by the Purchaser, in particular non-payment of the due purchase price, the Supplier may withdraw from the contract and/or demand return of the goods under the retention of title. The demand for return does not constitute withdrawal; the Supplier may instead demand return and reserve the right to withdraw. If the Purchaser fails to pay, the Supplier may exercise these rights only after granting an unsuccessful grace period, unless such a period is unnecessary by law.

5. The Purchaser is, until revoked as set out in 4.5 c), entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. The following provisions shall apply additionally:
   a. The retention of title extends to products resulting from processing, mixing, or combining of the goods, whereby the Supplier is deemed the manufacturer. If third-party ownership rights remain in such cases, the Supplier shall acquire co-ownership proportionate to the invoice values. The same rules apply to the resulting product as to the goods supplied under retention of title.
   b. The Purchaser hereby assigns to the Supplier all claims arising from resale of the goods or products, in full or to the extent of any co-ownership share. The Supplier accepts this assignment. The Purchaser’s obligations set forth in 4.2 also apply to the assigned claims.
   c. The Purchaser remains authorized to collect the assigned claims alongside the Supplier. The Supplier undertakes not to collect such claims as long as the Purchaser meets his payment obligations, is not in financial difficulty, and the Supplier does not enforce the retention of title under 4.4. If these conditions are not met, the Supplier may demand disclosure of assigned claims, debtors, and all related documents, and notification of the assignment to the debtors. The Supplier may also revoke the Purchaser’s right to resale and processing.

6. The Supplier undertakes to release securities held under this clause to the extent that their value exceeds the secured claims by more than 10%.

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V. Delivery Periods and Delay

1. Delivery periods shall be agreed individually.

2. Compliance with delivery deadlines presupposes timely receipt of all documents to be provided by the Purchaser, necessary approvals and releases, and compliance with agreed payment terms and other obligations of the Purchaser. If these conditions are not fulfilled in time, deadlines shall be extended accordingly, unless the Supplier is responsible for the delay.

3. If binding delivery deadlines cannot be met due to reasons beyond the Supplier’s control (non-availability of performance), the Supplier shall inform the Purchaser without undue delay and provide the expected new delivery period. If the goods are still not available within the new delivery period, the Supplier is entitled to withdraw in whole or in part from the contract; any consideration already provided by the Purchaser shall be refunded immediately. Non-availability includes in particular non-timely self-supply by suppliers, provided the Supplier has concluded a congruent covering transaction, neither the Supplier nor its suppliers are at fault, or the Supplier is not obliged to procure in the individual case.

4. The occurrence of delivery delay shall be determined by law. In any case, a reminder from the Purchaser is required. If the Supplier is in delay through its own fault, the Purchaser may claim liquidated damages of 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the delayed goods. The Supplier reserves the right to prove that no damage or significantly less damage than the lump sum was caused.

5. Claims for damages beyond the lump sum in 5.4 are excluded, except in cases of intent or gross negligence.

6. No delivery delay shall exist if the delay is caused by force majeure events beyond the Supplier’s control, including natural disasters, war, pandemics, governmental actions, or comparable unforeseeable and unavoidable events.

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VI. Delivery, Transfer of Risk, Acceptance; Default of Acceptance

1. Delivery shall take place at the Supplier’s place of business, which is also the place of performance for delivery and any subsequent performance. At the Purchaser’s request and expense, the goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, the Supplier may determine the type of shipment (in particular carrier, route, packaging). Unless expressly agreed otherwise, delivery is “ex works” (EXW Supplier’s place of business, Incoterms® 2020). The Supplier fulfills its obligation by making the goods available for collection at the named place. From that point, all risks and costs, including transport, insurance, and customs, transfer to the Purchaser.

2. The risk of accidental loss or deterioration passes to the Purchaser at the latest upon handover. In a sale by dispatch, risk passes upon delivery to the carrier or other designated third party. Where acceptance has been agreed, this shall be decisive for transfer of risk. Handover or acceptance shall also be deemed to have occurred if the Purchaser is in default of acceptance.

3. If the Purchaser defaults on acceptance, fails to cooperate, or if the Supplier’s delivery is delayed for reasons attributable to the Purchaser, the Supplier may claim compensation for resulting damages, including extra expenses (e.g. storage costs). The Supplier may charge a lump-sum compensation of 0.5% of the net price per week, max. 5% overall. Proof of higher damages and statutory claims remain unaffected; the lump sum is to be credited against further monetary claims. The Purchaser may prove that no damage or significantly less damage occurred.

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VII. Receipt and Partial Deliveries

1. The Purchaser may not refuse acceptance of goods due to minor defects.

2. The Supplier is entitled to make partial deliveries.

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VIII. Purchaser’s Warranty Claims

1. The Purchaser’s rights in the case of material or legal defects (including incorrect or short delivery) are governed by statutory law, unless otherwise specified herein. Statutory provisions on recourse against suppliers (§§ 445a ff. BGB) remain unaffected, except where the defective goods have been further processed by the Purchaser or another entrepreneur (e.g. by incorporation into another product).

2. The basis of the Supplier’s liability for defects is primarily the agreement reached regarding the quality of the goods. Such an agreement includes all product descriptions forming part of the individual contract or made publicly known by the Supplier (e.g. catalogues, website).

3. Where no quality has been agreed, statutory provisions (§ 434 (1) sentences 2 and 3 BGB) apply. The Supplier does not assume liability for public statements by third parties (e.g. advertising).

4. Warranty claims require the Purchaser to comply with statutory duties of inspection and notification (§§ 377, 381 HGB). Notice of defects must be given in writing without undue delay. Obvious defects must be notified within 3 working days of delivery; hidden defects within 3 working days of discovery. Failure to comply excludes Supplier’s liability.

5. If goods are defective, the Supplier may choose between remedy (repair) or replacement. The right to refuse remedy under statutory conditions remains unaffected.

6. The Supplier may make remedy conditional upon full payment of the purchase price. The Purchaser may retain a portion of the price proportionate to the defect.

7. The Purchaser shall give the Supplier the necessary time and opportunity to perform remedy, including returning the defective goods. Remedy does not include dismantling or reinstallation unless the Supplier was originally obliged to install.

8. Costs of remedy, including transport, travel, labour, material, and, where applicable, dismantling and reinstallation, shall be borne by the Supplier if a defect actually exists. Otherwise, the Purchaser must reimburse the Supplier for unjustified remedy costs, unless the absence of defect was not recognizable to the Purchaser.

9. In urgent cases (e.g. operational safety risks), the Purchaser may remedy defects himself and claim reimbursement of necessary expenses, provided the Supplier is informed immediately. This right does not exist where the Supplier could lawfully refuse remedy.

10. If remedy fails or is refused, or a reasonable period has expired, the Purchaser may withdraw or reduce the purchase price. Withdrawal is excluded for minor defects.

11. Damages claims exist only under clause IX and are otherwise excluded.

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IX. Other Liability

1. Unless otherwise stated in these T&C, the Supplier is liable according to statutory law.

2. The Supplier is liable for damages, regardless of legal basis, only in cases of intent and gross negligence. In cases of simple negligence, liability exists only:
   a. for damages arising from injury to life, body, or health;
   b. for damages from breach of essential contractual duties (obligations whose fulfilment enables proper execution of the contract and on which the Purchaser may rely). In such cases liability is limited to foreseeable, typical damages.

3. These limitations also apply to breaches by legal representatives or agents of the Supplier. They do not apply in cases of fraudulent concealment, guaranteed quality, or claims under the Product Liability Act.

4. Withdrawal or termination by the Purchaser for breach not constituting a defect is only permitted if the Supplier is at fault. A free termination right is excluded.

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X. Limitation Periods

1. Contrary to § 438 (1) No. 3 BGB, the general limitation period for claims based on defects is one year from delivery. Where acceptance is agreed, the period begins with acceptance.

2. Special statutory provisions remain unaffected (§ 438 (1) No. 1, § 438 (3), §§ 444, 445b BGB).

3. The above limitation periods also apply to contractual and non-contractual damages claims based on defects, unless statutory limitation (§§ 195, 199 BGB) would lead to a shorter period. However, damages claims under IX.2 (a) and (b) and the Product Liability Act are subject exclusively to statutory limitation periods.

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XI. Final Provisions

1. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Supplier’s place of business.

2. There are no verbal side agreements. Amendments and supplements must be made in writing. This also applies to any waiver of the written form requirement.

3. Should individual provisions be invalid or unenforceable, the validity of the remainder remains unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose.