General Terms and Conditions of Sale of MEVOLT GmbH

Version: July 4, 2025

§ 1 Scope, Form

(1) These General Terms and Conditions of Sale (hereinafter also “GTC”) apply to all our business relationships with our customers (hereinafter also “Buyer”). The GTC only apply if the Buyer is an entrepreneur (within the meaning of § 14 of the German Civil Code – BGB), a legal entity under public law, or a special fund under public law (within the meaning of § 310 para. 1 BGB).

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also “Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of our order, or in any case in the version last communicated to the Buyer in text form, shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(3) Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent applies in all cases, for example, even if the Buyer refers to its GTC in the context of the order and we do not expressly object to them.

(4) Individual agreements made with the Buyer in individual cases (e.g., framework supply agreements, quality assurance agreements) and information in our order confirmation shall take precedence over these GTC. In cases of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time the contract is concluded.

(5) Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g., setting of deadlines, notification of defects, withdrawal, or reduction) must be made in writing. For the purposes of these GTC, writing includes written and text form (e.g., letter, email, fax). Statutory form requirements and further proof, particularly in cases of doubt about the declarant’s legitimacy, shall remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents – also in electronic form – to which we reserve ownership rights and copyrights.

(2) The ordering of the Goods by the Buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within 5 working days of its receipt.

(3) Acceptance can be declared either in writing (e.g., by order confirmation) or by delivering the Goods to the Buyer.

(4) If and to the extent that we produce and deliver on behalf of the Buyer according to its specifications (in particular drawings and plans), the Buyer must ensure that the delivery item produced according to its specifications does not infringe any conflicting rights of third parties, in particular patent rights. The Buyer undertakes to indemnify us against all claims asserted against us by third parties for the infringement of their rights due to the delivery items produced according to the Buyer’s specifications. The indemnification includes in particular: costs of legal defense, claims for damages, license fees, and other costs and expenses related to the infringement.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period is agreed upon individually or stated by us upon acceptance of the order.

(2) If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of performance), we will inform the Buyer of this immediately and at the same time communicate the expected new delivery period. If the performance is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the Buyer. A case of non-availability of performance shall be deemed to exist, for example, in the event of non-timely self-delivery by our supplier if we have concluded a congruent covering transaction, in the event of other disruptions in the supply chain, for example, due to force majeure, or if we are not obliged to procure in the individual case.

(3) The occurrence of our delay in delivery is determined by the statutory provisions. In any case, however, a reminder from the Buyer is required.

(4) The rights of the Buyer pursuant to § 8 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default in Acceptance, Supplier’s Declarations

(1) Delivery shall be FCA (Incoterms 2025), which is also the place of performance for the delivery and any subsequent performance. At the Buyer’s request and expense, the Goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass to the Buyer upon delivery of the Goods to the freight forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. The Buyer’s default in acceptance is equivalent to handover or acceptance.

(3) If the Buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). For this, we shall charge a lump-sum compensation of 0.5% per calendar week, up to a maximum of 5% in total, or 10% in the event of final non-acceptance, beginning with the delivery period or – in the absence of a delivery period – with the notification that the Goods are ready for dispatch. The right to prove higher damages and our statutory claims (in particular, reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The Buyer is permitted to prove that we have incurred no damage at all or only significantly less damage than the aforementioned lump sum.

(4) Unless expressly agreed otherwise, we are not obliged to issue our own single and long-term supplier’s declarations.

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex-warehouse, plus statutory value-added tax.

(2) In the case of a sale by dispatch (§ 4 para. 1), the Buyer shall bear the transport costs ex-warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

(3) The purchase price is due and payable net within 14 days of invoicing and delivery or acceptance of the Goods, unless otherwise agreed. However, we are entitled at any time, also within the scope of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare such a reservation at the latest with the order confirmation.

(4) The Buyer is in default upon expiry of the aforementioned payment period. During the period of default, the purchase price shall be subject to interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. Our claim to the commercial maturity interest (§ 353 of the German Commercial Code – HGB) against merchants remains unaffected.

(5) The Buyer is only entitled to rights of set-off or retention to the extent that its claim is legally established or undisputed. In the event of defects in the delivery, the Buyer’s counter-rights, in particular pursuant to § 7 para. 6 sentence 2 of these GTC, shall remain unaffected.

(6) If it becomes apparent after the conclusion of the contract (e.g., through an application to open insolvency proceedings) that our claim to the purchase price is endangered by the Buyer’s lack of ability to perform, we are entitled to refuse performance in accordance with the statutory provisions and – if necessary, after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

(1) We retain title to the sold Goods until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The Goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer must notify us in writing without delay if an application is made to open insolvency proceedings or if third parties (e.g., seizures) access the Goods belonging to us.

(3) In the event of a breach of contract by the Buyer, in particular non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the Goods on the basis of the retention of title. The demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled to merely demand the return of the Goods and to reserve the right of withdrawal. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to statutory provisions.

(4) The Buyer is authorized, until revoked in accordance with (c) below, to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

(a) The retention of title extends to the full value of the products resulting from the processing, mixing, or combining of our Goods, whereby we are deemed to be the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their ownership rights remain, we shall acquire co-ownership in the ratio of the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security all claims against third parties arising from the resale of the Goods or the product, in total or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the Buyer mentioned in para. 2 shall also apply with regard to the assigned claims.

(c) The Buyer remains authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets its payment obligations to us, there is no deficiency in its ability to perform, and we do not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, we can demand that the Buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the Buyer’s authority to further resell and process the Goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

§ 7 Buyer’s Claims for Defects

(1) The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 et seq. BGB) and the rights of the Buyer from separately issued guarantees, in particular from the manufacturer, shall remain unaffected.

(2) The primary basis of our liability for defects is the agreement reached on the quality and the presumed use of the Goods (including accessories and instructions). All product descriptions and manufacturer’s specifications that are the subject of the individual contract or were publicly announced by us (in particular in catalogs or on our internet homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on quality in this sense. If the quality has not been agreed, it is to be assessed according to the statutory regulation whether a defect exists or not (§ 434 para. 3 BGB). Public statements made by the manufacturer or on its behalf, especially in advertising or on the label of the Goods, take precedence over statements by other third parties.

(3) For goods with digital elements or other digital content, we only owe the provision and, if applicable, an update of the digital content to the extent that this expressly results from an agreement on quality pursuant to § 7 para. 2. We assume no liability in this respect for public statements by the manufacturer and other third parties.

(4) As a matter of principle, we are not liable for defects of which the Buyer is aware at the time of conclusion of the contract or is grossly negligent in not being aware (§ 442 BGB). Furthermore, the Buyer’s claims for defects presuppose that it has complied with its statutory duties of inspection and notification (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case take place immediately before processing. If a defect becomes apparent upon delivery, during the inspection, or at any later time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or notification of defects, our liability for the defect that was not reported, not reported in time, or not reported properly is excluded in accordance with the statutory provisions. In the case of a good intended for fitting, mounting, or installation, this also applies if the defect only became apparent after the corresponding processing as a result of a breach of one of these duties; in this case, the Buyer has in particular no claims for reimbursement of corresponding costs (“removal and installation costs”).

(5) If the delivered item is defective, we can first choose whether we provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer can reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(6) We are entitled to make the owed subsequent performance dependent on the Buyer paying the due purchase price. However, the Buyer is entitled to retain a part of the purchase price that is reasonable in relation to the defect.

(7) The Buyer must give us the time and opportunity required for the owed subsequent performance, in particular to hand over the rejected Goods for inspection purposes. In the event of a replacement delivery, the Buyer must return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer does not have a right to return the item. Subsequent performance includes neither the removal, disassembly, or de-installation of the defective item nor the fitting, mounting, or installation of a defect-free item if we were not originally obliged to perform these services; claims of the Buyer for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.

(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, in accordance with the statutory regulation and these GTC, if a defect actually exists. Otherwise, we can demand reimbursement from the Buyer for the costs incurred from the unjustified request to remedy the defect if the Buyer knew or could have recognized that no defect actually existed.

(9) In urgent cases, e.g., if operational safety is at risk or to prevent disproportionate damage, the Buyer has the right to remedy the defect itself and to demand from us reimbursement of the objectively necessary expenses. We must be notified immediately of such self-remedy, if possible beforehand. The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(10) If a reasonable period to be set by the Buyer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal for an insignificant defect.

(11) Claims of the Buyer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded unless the last contract in the supply chain is a sale of consumer goods (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims of the Buyer for damages or reimbursement of futile expenses (§ 284 BGB) shall also exist in the case of defects in the Goods only in accordance with the following §§ 8 and 9.

§ 8 Other Liability

(1) Unless otherwise stated in these GTC, including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We shall be liable for damages – for whatever legal reason – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in our own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, limb, or health,

b) for damages resulting from the breach of a material contractual obligation (an obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from para. 2 shall also apply to third parties as well as to breaches of duty by persons (also for their benefit) whose fault we are responsible for according to statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the Goods was assumed, and for claims of the Buyer under the German Product Liability Act (Produkthaftungsgesetz).

(4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination for the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 9 Statute of Limitations

(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.

(2) If the Goods are a building or an item that has been used for a building in accordance with its usual manner of use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected.

(3) The preceding limitation periods of sales law shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages of the Buyer pursuant to § 8 para. 2 sentence 1 and sentence 2 (a) as well as under the Product Liability Act shall be subject exclusively to the statutory limitation periods.

§ 11 Choice of Law and Place of Jurisdiction

(1) These GTC and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Buyer is a merchant (Kaufmann) within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Landsberg am Lech. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement, or at the Buyer’s general place of jurisdiction. Overriding statutory provisions, in particular those concerning exclusive jurisdiction, shall remain unaffected.