General Conditions of Purchase (as of 03.11.2025)

1. Applicable Terms and Conditions

1.1 We, LightPartner GmbH & Co. KG, with registered offices at Am Mohrenshof 7, 28277 Bremen, conclude all our contracts with suppliers subject to these General Terms and Conditions of Purchase. Other terms and conditions of our contractual partner (hereinafter also “Supplier”) shall not form part of the contract, even if we do not expressly object to them or accept the Supplier’s performance and deliveries without reservation in the knowledge of the Supplier’s General Terms and Conditions. If General Terms and Conditions of our contractual partner, which it incorporates into its declarations of intent aimed at concluding a contract, conversely conflict with the applicability of our General Terms and Conditions, a contract shall nevertheless be concluded if there is agreement on the principal contractual obligations, with the proviso that only those components of our General Terms and Conditions shall apply to whose subject matters the General Terms and Conditions of our contractual partner do not make any differing provisions of their own. In the event of gaps in regulation with conflicting General Terms and Conditions of the parties, the default statutory provisions shall apply in such cases.

1.2 By making the first delivery or providing any other service subject to these General Terms and Conditions of Purchase, the Supplier acknowledges their exclusive applicability to all further orders as well.

1.3 Orders, agreements and amendments shall only be binding if issued or confirmed by us in writing. Arrangements made orally or by telephone require subsequent written confirmation to be legally valid. The same applies to verbal collateral agreements and amendments to the contract made by telephone.

1.4 We are entitled to demand amendments to the subject matter of the contract after conclusion of the contract if:

a) the technical requirements or statutory or regulatory provisions have changed after conclusion of the contract and without the amendments the agreed delivery or performance does not satisfy these requirements or could not be used, or could only be used in part, for its intended purpose on account thereof;

b) errors, incompleteness or contradictions emerge in the original specifications of the agreed deliveries or performances and without the amendments the agreed delivery or performance could not be used, or could only be used in part, for its intended purpose on that account;

c) our end customer prescribes bindingly amended technical specifications or safety requirements after conclusion of the contract which, in the absence of other proportionate procurement options, necessitate the contract amendment in order to be able to fulfil our performance obligations in the principal contractual relationship with the end customer; or

d) it emerges after conclusion of the contract that the originally agreed performance components according to the previous specification do not yet have all necessary approvals, certifications or classifications for the intended use of the delivered goods or other agreed performances.

1.5 Unilateral amendments shall only be permissible if reasonable for the Supplier. Amendments shall be deemed unreasonable in particular if they are:

a) fundamentally alter the nature of the performance owed;

b) render it impossible for the Supplier to comply with the agreed delivery times or only permit compliance with disproportionate effort;

c) increase the Supplier’s manufacturing costs by more than 5% of the costs originally calculated for fulfilling their obligations under the contract; or

d) require special investments or conversions by the Supplier which bear no reasonable relationship to the contract value.

The Supplier may only reject amendments for good cause. If amendments lead to more than merely insignificant additional or reduced costs, the corresponding proven savings are to be deducted from the agreed price and the proven additional costs are to be added. The Supplier must notify us without delay whether and to what extent costs or deadlines will change. Amendments must be requested and confirmed in writing.

2. Prices and Terms of Payment

2.1 The agreed prices are fixed prices, plus statutory value added tax. What is owed for the price is the delivery of the agreed goods and provision of other performances at the dispatch address or place of use specified by us at the time of conclusion of the contract; prices are DDP (delivered duty paid). Costs for packaging and transport to the dispatch address or place of use specified by us as well as for customs formalities and customs duty are included in the prices. In addition, the corresponding provisions of the International Commercial Terms (Incoterms 2020) shall apply, insofar as differing provisions are not expressly made by contract in individual cases or through these General Terms and Conditions.

2.2 Each delivery must be accompanied by a delivery note in which the delivery is to be itemised precisely by type, quantity and weight.

2.3 We shall only accept the quantities or numbers of units ordered by us. Over-deliveries or under-deliveries as well as partial deliveries shall only be permissible pursuant to prior arrangements made with us and may otherwise be rejected. This shall not give rise to default of acceptance. Transfer of risk shall only occur upon complete delivery of the agreed goods.

2.4 Dispatch shall be at the Supplier’s risk. The risk of any deterioration including accidental loss shall therefore remain with the Supplier until delivery at the dispatch address or place of use required by us.

2.5 The Supplier shall prepare its invoices stating the order and article number and in compliance with the requirements of Section 14 UStG [German VAT Act] and other statutory requirements without delay after handover of the goods to us and shall transmit these electronically to the contact address last specified by us for receipt of invoices. An invoice shall be deemed received only when it has been properly delivered to the specified email inbox.

2.6 Payment shall be made by us subject to proper delivery and correctness as regards price and calculation. Upon determination of a defect subject to warranty, we are entitled to withhold outstanding payments in full within the scope of the respective contractual relationship until fulfilment of the warranty obligation.

3. Delivery Periods and Delivery Dates

3.1 The delivery periods or delivery dates specified in our orders are binding and are to be understood as arriving at the place of performance in accordance with Clause 2.1. What is decisive for the timely provision of the performance is the completion ready for acceptance or handover of the ordered goods, including the handover of all documentation. Unless expressly agreed otherwise, the Supplier owes the complete and unconditional handover and transfer of ownership of the agreed goods including instructions and technical documents in German and English as well as the provision of any other agreed performances on the fixed delivery date.

3.2 If, according to the diligence of a prudent merchant, it is apparent that compliance with an agreed delivery date is at risk, the Supplier must notify us of this without delay in writing, stating the reasons and the expected duration of the delay. In such cases, the Supplier shall take all necessary measures to ensure that the agreed delivery date can be met or, if there is an impediment to performance within the meaning of Section 275(1) or (2) BGB [German Civil Code], to at least reduce the delay as far as possible. The notification of an expected delay shall in no case alter the agreed delivery date or the performance period.

3.3 If the agreed delivery date or a performance period is not met due to circumstances for which the Supplier is responsible, we are entitled, after the unsuccessful expiry of a reasonable grace period set by us, at our option to withdraw from the contract or to claim damages for delay in performance. A grace period shall be deemed reasonable if it still enables a debtor who is fundamentally willing to perform to fulfil his obligations. In the case of partial deliveries or partial performances already made, we may, at our option, withdraw in respect of the entire contract or only in respect of the partial performances not yet fulfilled.

3.4 Early delivery more than one week before the agreed delivery date shall only be permitted to the Supplier with our prior written consent and shall not be deemed the fulfilment of contractual obligations prior to the agreed date.

3.5 We may unilaterally postpone the agreed delivery date by up to six months under the following conditions; Clause 3.4 shall apply accordingly in the event of a postponement. We shall have the right to postponement if the Supplier’s delivery to us serves to fulfil our own obligations arising from a principal contractual relationship and our customer there wishes to postpone the delivery date applicable to him in the principal contractual relationship by at least two weeks. A postponement of delivery in relation to the Supplier shall only be permissible to the extent that the new delivery date is not placed after the delivery date in the corresponding principal contractual relationship. We must exercise the right to postponement at least by express declaration in text form. The reason for the postponement must be stated. The postponement must be declared at the latest three days before dispatch of the delivery by the Supplier.

3.6 Force Majeure

3.6.1 Force majeure means extraordinary, unforeseeable and unavoidable events which lie outside the control of the contracting parties. These include in particular natural disasters, wars, terrorist attacks, closures of operations ordered by authorities or courts for which the Supplier is not at fault, pandemics with official restrictions as well as cyberattacks affecting critical infrastructure (excluding isolated incidents involving the Supplier’s own IT systems). Industrial disputes shall only be deemed force majeure if they do not merely affect the workforce of a contracting party or its subcontractors (e.g. general strikes).

3.6.2 Force majeure releases the affected contracting party for the duration of the disruption and to the extent of its effect from its performance obligations, insofar as performance becomes at least temporarily impossible or unreasonable according to the standard of Section 275(2) BGB [German Civil Code].

3.6.3 In the event of force majeure, the contracting parties are obliged to notify each other without delay and to take all reasonable measures to limit the effects. The affected party must provide suitable evidence of the existence of force majeure.

3.6.4 If the force majeure on the part of a contracting party lasts longer than three months, the other contracting party is entitled to withdraw from the contract. We are furthermore entitled to withdraw from the contract in whole or in part if the agreed deliveries or performances are no longer usable to us due to the delay caused by force majeure or if our legitimate interest in performance of the contract has ceased.

3.6.5 In the event of complete withdrawal, performances already rendered are to be settled according to the principles of unjust enrichment. Claims for damages due to force majeure are excluded unless the affected party caused the event or could have avoided the effect according to Clause 3.6.2 through preventive measures to be taken according to the diligence of a prudent merchant.

3.6.6 It is incumbent upon the Supplier to notify us of an incident within the meaning of Clause 3.6.1 which impairs its performance capability within two working days at least in text form. If notice in accordance with the first sentence is not given in due time, it shall be presumed that no force majeure exists.

4. Guarantees and Warranty

4.1 The Supplier warrants that all agreed deliveries and performances comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, employers’ liability insurance associations and professional associations. The Supplier shall ensure at its own expense that the supplier declarations and other declarations required for delivery to the agreed place of performance are transmitted completely, properly and in such timely manner to the authorities responsible for the export and import of goods and customs clearance that the agreed deliveries reach their destination in due time. Furthermore, the Supplier warrants that its deliveries and performances are free from third-party rights and that it has unrestricted power of disposal with regard to delivered goods and that it possesses the necessary intellectual property to grant us the rights of use required for the intended use of the goods and other performances.

4.2 In the case of contracts of sale and contracts for work and materials, we shall notify the Supplier of visible or otherwise readily detectable defects in the deliveries without delay in writing as soon as they are identified in the circumstances of a proper course of business. Our notification shall in any event be deemed to be without delay if it is made within two weeks of receipt of the delivery by us. Defects identifiable later shall be notified by us to the Supplier within two weeks of becoming aware of them.

4.3 Defects in the delivery or other performance of the Supplier complained of during the warranty period, which include in particular the absence of guaranteed characteristics, must be remedied by the Supplier upon request without delay and free of charge, including all incidental costs, at our option by rectification or replacement delivery. These incidental costs include in particular such costs as arise in fault-finding, in removal of the defective part and in installation of the replacement part, as well as expert and transport costs. If rectification or replacement delivery is not possible or unsuccessful, or if it is delayed or refused beyond a reasonable period set by us in writing, we shall be entitled to the statutory rights to withdraw from the contract or to reduce the price. Further claims for damages on other legal grounds shall remain unaffected.

4.4 If the Supplier culpably fails to comply with a warranty obligation within a reasonable period set by us or breaches a warranty, we may take the necessary measures ourselves or have them taken by third parties at the Supplier’s expense and risk – without prejudice to its warranty obligation.

4.5 Claims related to the defect liability for movable goods delivered to us shall become time-barred after three years. It shall begin with the handover of the delivery item to us or to the third party named by us at the receiving or place of use prescribed by us. Claims related to the defect liability for spare parts shall become time-barred after two years from installation.

4.6 From the day of receipt of the notice of defect, the limitation period shall be suspended until the Supplier has declared to us in writing that the defect has been remedied or refuses to remedy it. For repaired or replaced parts, the warranty period shall begin to run anew from the day of repair or return of the repaired parts or the replacement delivery.

4.7 The warranty for items delivered to us which are installed on ships or offshore installations shall expire at the earliest after 13 months from the time of delivery of the ship to the purchaser there, but at the latest after 48 months from delivery of the respective contractual goods. In the case of installation of the Supplier’s goods on ships or offshore installations, subsequent performance by the Supplier must take place on board, that is to say the parts to be repaired or replaced within the scope of the warranty are to be delivered on board the ship or offshore installation and exchanged there.

5. Liability

5.1 Insofar as a contractually agreed delivery or other performance of a Supplier is defective or does not satisfy other contractually agreed requirements or the Supplier breaches contractual duties of care, custody, information or other ancillary contractual obligations or fails to comply with contractually agreed performance dates, it shall be liable to us for resulting damage. In this respect, the Supplier shall be liable for negligent and intentional breaches of duty.

5.2 Insofar as the Supplier’s liability under the statutory provisions depends on it being responsible for the breach of contract, it may exonerate itself from its liability by proving absence of fault. The Supplier must answer for fault on the part of its vicarious agents and performing agents as well as its upstream suppliers in the same way as for its own fault. Performing agents within the meaning of this contract include in particular its own employees, legal representatives, subcontractors engaged for fulfilling obligations under the contract and other suppliers such as transport companies and freelance employees. The Supplier cannot exonerate itself from its liability by proving proper selection and supervision of its performing agents.

5.3 Insurance Obligation of the Supplier

5.3.1 The Supplier is obliged to maintain public liability insurance with a minimum sum insured of €10,000,000 per insured event and €20,000,000 for all claims in an insurance year. The insurance must cover personal injury, property damage and financial loss.

5.3.2 In addition, product liability insurance must be taken out with a minimum sum insured of €10,000,000 per insured event and €20,000,000 for all claims in an insurance year. The insurance must provide worldwide insurance cover and cover recall costs amounting to at least €2,000,000.

5.3.3 The insurance policies to be maintained in accordance with Clauses 5.3.1 and 5.3.2 must furthermore satisfy the following minimum requirements: a) policyholder is the Supplier, b) excess of at most €25,000 per insured event, c) insurance cover for damage caused by subcontractors and performing agents, d) waiver by the insurer of defences arising from gross negligence, e) term of at least the duration of the contractual relationship and 3 years thereafter.

5.3.4 The Supplier must submit the following documents at the latest upon conclusion of the contract, thereafter annually by 31 January and upon request: a) insurance policy or insurance confirmation from the insurer, b) proof of payment of insurance premiums, c) confirmation of the scope of insurance cover.

5.3.5 The Supplier undertakes to notify its insurer without delay of damage and potential liability cases which could affect us and to inform us of the notification.

5.3.6 In the event of lapse or reduction of the insurance cover owed under Clauses 5.3.1 to 5.3.3, the Supplier must inform us without delay. We are entitled in the case of absent or inadequate insurance cover: a) to refuse further payments until restoration of insurance cover, b) to take out insurance ourselves at the Supplier’s expense which satisfies the requirements of Clauses 5.3.1 to 5.3.3, or c) to withdraw from the contract for good cause in whole or with regard to the partial performances not yet rendered.

5.3.7 An existing insurance policy of the Supplier does not release it from its liability under this contract.

6. Indemnification from Third-Party Rights

6.1 The Supplier warrants that all deliveries and performances are free from third-party rights. In particular, the Supplier warrants that the delivery, possession, use or resale of the delivery items does not infringe any patents, utility models, registered designs, trademarks, copyrights or other industrial property rights.

6.2 The Supplier further warrants that the delivery items are free from reservations of title, security rights, liens or other rights in rem of third parties and that it has unrestricted power of disposal.

6.3 The Supplier shall indemnify us and our customers against all claims of third parties resulting from the infringement of rights under Clauses 6.1 and 6.2. The indemnification encompasses all damage, costs and expenses, in particular reasonable legal defence costs, arising to us through claims by third parties. We are obliged to notify the Supplier of claims by third parties without delay, but at the latest within seven days of becoming aware thereof in text form.

6.4 In the event of third parties asserting claims, the Supplier is obliged to provide us without delay with all information known to it which is necessary for the examination of the claims. The Supplier thereby has the right, by written declaration within seven days of notification of the claims by third parties, to require that we, represented by a lawyer authorised to act in proceedings nominated by it, conduct the legal defence against third-party claims at its expense.

6.5 If the Supplier exercises this right, we may not make any declarations concerning the proceedings or enter into any agreements without its consent. If the Supplier does not conduct the legal defence or does not conduct it properly, we are entitled to take appropriate measures ourselves. In any event, the Supplier shall bear the costs.

6.6 If the use of the delivery items is prohibited by a final and binding decision or if such a prohibition is threatened, or if the Supplier does not exercise its right of defence under Clause 6.4 in due time or subsequently waives continuation of the defence, the Supplier is obliged, at our option: a) to procure at its own expense the authorisation to use the delivery items, b) to modify the delivery items in such a way that the infringement ceases to exist without impairing their functionality, or c) to replace the delivery items with legally unobjectionable ones.

6.7 If the measures pursuant to Clause 6.6 are not possible or not reasonable for us, we are entitled to return delivery items received hitherto at the Supplier’s expense and to demand reimbursement of the purchase price paid as well as the additional costs of replacement procurement and our further damage arising from the initial encumbrance of the delivery items with third-party rights.

6.8 The aforementioned claims exist independently of any fault on the part of the Supplier. They become time-barred in three years from the time at which we become aware of the infringement and the identity of the tortfeasor, but at the latest in ten years from delivery.

6.9 If third-party claims are asserted against us which are not based on an infringement by the Supplier but are related to the delivered products, the Supplier is obliged to assist us in clarifying the facts and to provide corresponding evidence.

7. Termination of Cooperation

7.1 We are entitled to withdraw from the contract with immediate effect if, before complete delivery or performance in accordance with obligations by the Supplier:

a) an application for the opening of insolvency proceedings over the Supplier’s assets is filed;

b) the Supplier applies for the opening of insolvency proceedings or gives an unsworn statutory declaration in lieu of an affidavit pursuant to Section 807 ZPO [German Code of Civil Procedure];

c) it is demonstrably the case that, with regard to the Supplier’s assets, a cause for opening insolvency proceedings exists within the meaning of Sections 16 et seq. InsO [German Insolvency Code];

d) the Supplier suspends its payments or enters into out-of-court settlement negotiations concerning a restructuring of its liabilities with its creditors;

e) enforcement measures are initiated against the Supplier which are not lifted again within 30 days;

f) the Supplier’s delivery to us serves to fulfil our own obligations arising from a principal contractual relationship and our respective customer terminates its contract with us for reasons not attributable to us or, with regard to the customer, circumstances within the meaning of points (a) to (d) arise.

The right to withdraw pursuant to the first sentence also encompasses the right to withdraw only from the part of the contract not yet performed and to retain partial deliveries or other performances of the Supplier already rendered.

7.2 Clause 7.1 shall apply accordingly if one of the aforementioned circumstances arises in the case of a subcontractor or other performing agent of the Supplier whose failure jeopardises the Supplier’s contractual performance. The Supplier must notify us of such circumstances without delay at least in text form.

7.3 If the conditions pursuant to Clause 7.1, first sentence, points (b) to (d) are satisfied, we are entitled to retain a reasonable portion of our payments as additional security for warranty claims and other claims arising from the contractual relationship without prejudice to Clause 9. The reasonable amount of the retention shall be based on the agreed purchase price of the performances still to be rendered and the risks associated therewith, but together with the security retention pursuant to Clause 9 may not exceed 20% of the agreed total remuneration under the respective contract.

7.4 Upon opening of insolvency proceedings over the Supplier’s assets, we may choose whether we:

a) adhere to the contract and demand performance from the insolvency administrator (Section 103 InsO [German Insolvency Code]) or

b) withdraw from the contract in whole or with regard to the partial performances not yet rendered and claim damages for non-performance.

7.5 Other Grounds for Withdrawal

We are furthermore entitled to withdraw from the contract in whole or in part in the event of:

a) material breaches of principal contractual obligations by the Supplier;

b) repeated breaches of ancillary contractual obligations despite written warning;

c) serious breaches of statutory provisions;

d) loss of approvals, certificates or authorisations required for performance of contractual obligations on the part of the Supplier.

8. Product Liability and Recall

8.1 If we or our customers are held liable for breach of official safety regulations or under domestic or foreign product liability laws on account of a defect in our product which is attributable to the goods or performances supplied by the Supplier, the Supplier shall be liable for all damage arising to us therefrom, insofar as this was caused by its supplied products.

8.2 The Supplier shall indemnify us against all claims of third parties which are based on a defect in the products supplied by it. This also encompasses assumption of all costs of necessary legal defence including lawyers’ and court fees.

8.3 In the event of threatened or occurred product liability in connection with the goods supplied by it, the Supplier is obliged to support us in damage prevention and to make available all necessary information. The Supplier must notify us without delay of all facts known to it which are of significance for the assessment of claims for damages directed against us.

8.4 If the products supplied by it prove to be defective and endangerment of persons or property cannot be ruled out, the Supplier is obliged to cooperate in a recall action and to take all necessary measures. This also applies to preventive recall actions.

8.5 The Supplier shall bear all costs of a recall action insofar as the recall is based on a defect in the products supplied by it. These include in particular costs for identifying the affected products, for informing customers, for retrieving, examining, rectifying or replacing the products as well as for redelivery.

8.6 The Supplier must inform us without delay of all risks of its products of which it becomes aware as well as of recall actions initiated or contemplated. The same applies to official measures or investigations which concern its products.

8.7 The Supplier’s liability under this section is not limited to cases in which it is at fault. It shall only cease if the Supplier proves that the defect did not arise in its area of responsibility.

8.8 The aforementioned provisions shall apply accordingly to claims under the UmweltHG [German Environmental Liability Act] or other strict liability laws insofar as these are attributable to defective products of the Supplier.

8.9 The limitation period for claims under this section shall be governed by the statutory provisions for product liability claims. For recall costs, the limitation period shall be three years from knowledge of the circumstances justifying the recall.

9. Security Retention

9.1 We are entitled to retain 10% of the agreed remuneration as security retention. The security retention serves to secure our warranty claims, claims for damages and other claims arising from the contractual relationship.

9.2 The security retention shall be paid out 12 months after complete and contractual fulfilment of all delivery obligations plus any interest at the statutory base rate of interest pursuant to Section 247 BGB [German Civil Code], insofar as no justified claims for payment exist against the Supplier.

9.3 In the case of justified claims against the Supplier, we may use the security retention in whole or in part to satisfy these claims. If the security retention is insufficient for this purpose, further claims against the Supplier shall remain unaffected.

9.4 At the Supplier’s request, unconditional guarantee on first demand issued by a bank domiciled in Germany or equivalent security may replace the security retention.

10. Confidentiality

10.1 Confidential information within the meaning of this provision means all non-public technical, commercial or other information which we make available to the Supplier in connection with the initiation or execution of the contract, in particular: specifications, information on customer relationships and on the planned use of the goods to be delivered and performances to be rendered, trade secrets and other know-how. All information which is marked as such or whose confidentiality is evident from the circumstances shall also be deemed confidential.

10.2 The Supplier undertakes to use confidential information within the meaning of Clause 10.1 exclusively for performance of the contract and proper and intended use of our products and not to make it accessible to third parties otherwise. This obligation shall continue for a period of five years upon full completion of performance under the contract, i.e. from the end of provision of the last contractual primary performance obligation.

10.3 The disclosure and use of confidential information within the meaning of Clause 10.1 does not breach the confidentiality obligation pursuant to Clause 10.2 if the respective confidential information:

(a) was already generally known at the time of disclosure or becomes generally known without fault on the part of the Supplier;

(b) was demonstrably already lawfully known to the Supplier before disclosure by us;

(c) is transmitted to the Supplier by an authorised third party without breach of a confidentiality obligation;

(d) must be disclosed on the basis of statutory or official provisions, whereby the Supplier must inform us without delay of such an obligation to disclose.

10.4 In the event of breach of the confidentiality obligation, the Supplier is obliged to compensate us for the damage incurred, unless it is based neither on its negligence nor on intent. In addition, a contractual penalty amounting to 5% of the respective order value, but at least €5,000, may be claimed. Any contractual penalty paid shall be credited against further damages.

11. Assignment

11.1 The Supplier is not entitled to assign claims arising from the contractual relationship to third parties or to provide them as security without our prior written consent.

11.2 An assignment made without our consent shall be ineffective as against us. We may refuse consent if justified interests conflict therewith.

11.3 In the case of justified assignment, the Supplier shall remain fully responsible for proper fulfilment of its contractual obligations.

12. Set-off and Retention

12.1 We are entitled to set off all claims which we have against the Supplier or companies affiliated with it, even if these are not yet due or are disputed.

12.2 A right of retention of the Supplier is excluded insofar as it is not based on the same contractual relationship.

13. Documentation and Certificates

13.1 The Supplier is obliged to provide together with the delivery all necessary documents, certificates, test certificates and evidence required for the intended use of the delivery items.

13.2 These include in particular:

a) CE marking and EU declaration of conformity;

b) material certificates and test certificates;

c) operating instructions in German;

d) safety data sheets for hazardous substances;

e) classification certificates for ship and offshore applications.

13.3 The provision of the documentation specified under this clause is an integral part of the delivery obligation. Without provision of complete and proper documentation, the delivery shall be deemed not to have been performed in accordance with the contract.

14. Export Controls

14.1 The Supplier warrants that its deliveries comply with the applicable export control, customs and foreign trade regulations.

14.2 The Supplier shall make available all necessary export documents, certificates of origin, export licences and other documents in timely, complete and proper manner. In particular, it ensures that the customs tariff number of each delivery is correctly stated in each case.

14.3 In the case of cross-border deliveries, the Supplier shall bear all additional costs arising from export control provisions, including delays due to official approval procedures.

14.4 The Supplier shall be liable for all damage arising from breaches of export control provisions, including official sanctions.

15. Compliance and Legal Obligations

15.1 The Supplier undertakes to comply with all applicable statutory provisions, official regulations and industry standards in the performance of this contract and the provision of its performances. This encompasses in particular occupational health and safety, environmental protection, data protection and export control regulations as well as social security requirements and those of the GwG [German Money Laundering Act].

15.2 The Supplier warrants that neither it nor its management are subject to corruption, money laundering or other criminal proceedings and that no corresponding legally binding official or judicial determinations have been made in the last five years either. It undertakes not to employ any unfair business practices and not to grant, offer or accept any bribes or other inadmissible advantages in the execution of the contract.

15.3 The Supplier undertakes to comply with internationally recognised social and environmental standards. This encompasses in particular the prohibition of child labour, observance of the ILO core labour standards and compliance with environmental protection provisions throughout the supply chain.

15.4 If the Supplier breaches these compliance obligations and we are thereby prosecuted by authorities or held liable, the Supplier is obliged to indemnify us against all resulting damage, fines and legal consequences.

15.5 In the event of serious breaches of the compliance obligations, we are entitled to withdraw extraordinarily from existing contracts in whole or with regard to partial performances not yet rendered. Breaches of anti-corruption provisions, human rights or environmental requirements shall be deemed serious in particular.

15.6 The Supplier must oblige its subcontractors and performing agents accordingly and monitor their compliance with the compliance obligations.

16. Subcontractors

16.1 The Supplier may only engage subcontractors or other third parties to fulfil its contractual obligations only with our prior express written consent. The consent may be made subject to conditions or revoked on material grounds.

16.2 When engaging subcontractors, the Supplier must ensure that they submit to all obligations under this contract. This encompasses in particular compliance with compliance provisions such as those pursuant to Clause 15, insurance obligations, confidentiality agreements, quality standards and warranty obligations.

16.3 The Supplier shall be liable for subcontractors as for its own acts. Release from liability through proper selection and supervision of subcontractors is excluded.

16.4 At our request, the Supplier must submit contracts with subcontractors for examination and make necessary amendments to ensure compliance with contractual obligations.

16.5 In the event of withdrawal or other termination of cooperation with a subcontractor, the Supplier must inform us without delay and arrange for equivalent replacement.

17. Miscellaneous Provisions

17.1 The contractual relationship existing between us and the Supplier shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17.2 The place of performance for the deliveries and performances shall be the dispatch address or place of use required by us.

17.3 The place of jurisdiction shall be our registered office if the Supplier is a merchant. However, we reserve the right to assert our claims at any other permissible place of jurisdiction.

17.4 Amendments and supplements to this contract and these General Terms and Conditions of Purchase and Delivery require written form to be effective. This also applies to the cancellation of this written form clause itself. There are no oral collateral agreements. The written form is only satisfied if the amendment is signed personally by both contracting parties. Transmission by fax or in electronic form as defined under Section 126 BGB [German Civil Code] is not sufficient. Tacit amendments to the contract through implied conduct are excluded.

17.5 Amendments to the contract, supplements and the cancellation of this contract can only be declared legally binding for us by our legal representatives or by lawyers expressly authorised in writing to do so. Other employees, commercial agents or other agents are not authorised to make such declarations.

17.6 Should individual provisions of this contract or these General Terms and Conditions of Purchase and Delivery be or become wholly or partially invalid or unenforceable, or should gaps emerge, the validity of the remaining provisions shall not be affected thereby. The contracting parties undertake to agree, in place of the invalid or unenforceable provision, a valid and enforceable provision which comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same shall apply accordingly to any gaps. Insofar as an adaptation according to the aforementioned principles is not possible or is not reasonable for a contracting party, the contract shall otherwise be invalid. In this case, the contracting parties shall endeavour to reach a new arrangement of the contract content.

17.7 These General Terms and Conditions of Purchase have been drafted in both German and English. As far as contradictions, discrepancies or different interpretations between the German and English version of these General Terms and Conditions of Purchase occur, only the German version shall be legally binding and decisive for the interpretation of the contract content and the contractual rights and obligations.

 

LIGHTPARTNER GmbH & Co. KG, Nov 2025