General Terms and Conditions of Purchase of Simtec Systems GmbH

Version: August 2026

§ 1 Scope of Application

1. These General Terms and Conditions of Purchase (“GTC”) shall apply to all orders and deliveries of goods, components, assemblies, work and services by suppliers to Simtec Systems GmbH, Hermann-Blenk-Straße 52, 38108 Braunschweig, Germany – hereinafter “Simtec”.

2. These GTC shall apply exclusively to business transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), as well as with legal entities under public law and special funds under public law.

3. These GTC shall apply in particular to the procurement of electrical, electronic, hydraulic and mechanical components, standard parts as well as custom-made parts and assemblies.

4. Individual contracts, technical specifications, drawings, bills of materials, inspection plans, quality requirements or other agreements may be concluded for individual deliveries or projects. Such individual agreements shall take precedence over these GTC.

5. The supplier’s general terms and conditions shall not apply, even if Simtec does not expressly object to their application. This shall also apply if Simtec accepts the supplier’s delivery without reservation despite being aware of conflicting or deviating terms and conditions.

6. These GTC shall also apply to all future business relationships with the supplier unless expressly agreed otherwise.

§ 2 Conclusion of Contract and Orders

1. Orders placed by Simtec shall generally be made in text form, in particular by e-mail or through electronic ordering systems.

2. Orders shall only be binding if issued by duly authorised employees of Simtec. Commercial agreements, in particular regarding prices, delivery dates, payment terms and other economic contractual conditions, shall generally be negotiated and agreed by Simtec’s Purchasing Department.

3. The supplier shall confirm the order within five working days of receipt unless another period is specified in the order.

4. The order confirmation shall at least state the purchase order number, item/part number, ordered quantity, price, agreed delivery date, delivery term and any other information requested in the order.

5. Any deviations from the order shall be clearly identified in the order confirmation. Deviations shall only become part of the contract if expressly approved by Simtec.

6. Silence by Simtec shall not constitute acceptance of any deviating order confirmation.

§ 3 Technical Documents and Specifications

1. Separate supply agreements, technical specifications, drawings, bills of materials, inspection requirements or other documents may be agreed for custom-made mechanical components and other individually specified products.

2. The supplier shall carefully review all documents and specifications provided by Simtec for completeness, plausibility and any apparent inconsistencies.

3. The supplier shall immediately inform Simtec, and in any event before commencing production, of any ambiguities, inconsistencies, missing information or technical risks.

4. The supplier shall not deviate from drawings, specifications, bills of materials, agreed materials, manufacturing processes or other technical requirements without Simtec’s prior written approval.

5. Changes to products, materials, manufacturing processes, production sites or subcontractors which may affect the agreed characteristics, function, quality or ability to deliver shall require Simtec’s prior approval.

§ 4 Prices and Payment Terms

1. Prices agreed in the order shall be binding.

2. Unless expressly agreed otherwise, prices shall be based on DAP in accordance with Incoterms® 2020, including packaging, transport and all other costs incurred up to the agreed place of delivery, plus statutory VAT where applicable.

3. Other delivery terms, in particular FCA, EXW, DDP or other Incoterms®, shall only apply if expressly agreed.

4. Invoices shall be submitted electronically, stating the purchase order number and all information requested by Simtec. Invoices lacking such information shall not be deemed duly verifiable until the missing information has been provided.

5. Where quality, inspection or other documentation is required in the order or in other contractual documents, the documents specified therein shall form part of the supplier’s contractual performance. The documentation shall be deemed complete once all documents required in accordance with the order or other contractual documents have been received by Simtec.

6. The quality documentation requested by Simtec shall be reviewed by Simtec’s responsible Quality Assurance Department for substantive accuracy and compliance with the agreed requirements. If substantive errors, inconsistencies or other deviations are identified during this review, Simtec shall notify the supplier without undue delay and request correction. The supplier shall correct the documentation without undue delay and resubmit the corrected documentation.

7. Unless otherwise agreed, the payment period shall be 30 days from complete delivery, receipt of all documentation required in accordance with the order or other contractual documents, and receipt of a proper and verifiable invoice.

8. The review of quality documentation by Simtec’s Quality Assurance Department shall not affect Simtec’s statutory or contractual rights regarding defects in the delivered goods. In particular, acceptance or payment of a delivery shall not constitute confirmation that the goods are free from defects.

9. Simtec shall be entitled to exercise statutory rights of set-off and retention. In addition, Simtec shall be entitled to set off undisputed or legally established claims.

§ 5 Delivery Dates and Delay in Delivery

1. Delivery dates specified in the order shall be binding.

2. The supplier shall take all reasonable and necessary measures to comply with the agreed delivery dates.

3. If the supplier becomes aware that an agreed delivery date is likely to be missed or is at risk, the supplier shall inform Simtec immediately and proactively. Such notification must not be made only shortly before the originally agreed delivery date.

4. The notification shall include, in particular:
   • the reason for the delay,
   • the affected purchase order and item,
   • the previous and expected new delivery date,
   • corrective measures already taken,
   • further measures to avoid or minimise the delay.

5. In every case of a delivery delay, the supplier shall immediately provide Simtec with an updated order confirmation stating the realistically achievable delivery date.

6. Notification of a delivery delay shall not constitute a waiver by Simtec of any statutory rights arising from the delay. Acceptance of a revised delivery date shall not, without an express declaration by Simtec, constitute a waiver of existing rights.

7. In the event of delay, Simtec shall be entitled to exercise its statutory rights, including claims for damages, reimbursement of additional costs, withdrawal from the contract and cover purchases.

8. Further rights of Simtec based on individually agreed contractual penalties or other agreements shall remain unaffected.

§ 6 Delivery, Shipment and Transfer of Risk

1. Deliveries shall be made in accordance with the order.

2. Partial deliveries shall only be permitted with Simtec’s prior consent unless expressly agreed otherwise.

3. Each delivery shall be accompanied by the shipping and accompanying documents requested by Simtec. In particular, the purchase order number, item number, quantity and, where applicable, batch or serial numbers shall be stated.

4. The supplier shall package the goods adequately to protect them against normal transport and environmental influences and to prevent damage.

5. The supplier shall provide all documents required for import, customs clearance and proper handling in a timely and complete manner insofar as these matters fall within the supplier’s responsibility.

6. Where DAP has been agreed, delivery shall be made in accordance with the agreed Incoterms® 2020.

7. To the extent legally permissible and unless otherwise agreed, risk shall pass to Simtec only upon delivery at the agreed place of delivery.

§ 7 Title and Materials Provided by Simtec

1. Simtec shall retain title to all items, materials, tools, fixtures, drawings, samples, data and other documents owned by Simtec.

2. The supplier may use such items exclusively for the fulfilment of the relevant order.

3. The supplier shall protect and handle such items with due care at its own expense.

4. Any processing or combination with other items shall be carried out for Simtec to the extent legally permissible.

5. The supplier shall immediately notify Simtec of any damage, loss or other impairment of such items.

§ 8 Quality and Contractually Agreed Characteristics

1. The supplier warrants that the goods delivered comply with the agreed characteristics at the time of transfer of risk.

2. The agreed characteristics shall be determined in particular by the order, order confirmation, technical specifications, drawings, bills of materials, data sheets, agreed standards and other expressly agreed requirements.

3. If no specific requirements have been agreed for a delivery, the supplier shall comply with the customary industry standards regarding quality, function, safety and characteristics.

4. The supplier shall adequately inspect the goods prior to shipment and ensure that they comply with the contractual requirements.

5. Specific quality assurance agreements, inspection plans or supplier requirements may be agreed separately and shall take precedence over these GTC in the event of inconsistencies.

§ 9 Defect Rights and Limitation Period

1. In the event of defective deliveries, Simtec shall have the statutory rights relating to defects unless otherwise provided below.

2. The limitation period for claims based on defects shall be 24 months, unless a longer period is required by law or agreed individually.

3. The limitation period shall generally commence upon delivery of the goods.

4. If the supplier remedies a defect or supplies defect-free goods as part of subsequent performance, the statutory provisions governing the limitation period for defect claims shall apply.

5. Simtec shall be entitled, subject to the statutory requirements, to choose between rectification of the defect and replacement delivery.

6. The supplier shall bear all necessary and reasonable costs incurred for inspection and subsequent performance. Such costs shall include, in particular:
   • transport and shipping costs,
   • inspection and testing costs,
   • removal and reinstallation costs,
   • labour and personnel costs,
   • material costs,
   • costs of necessary replacement parts,
   • failure analysis costs,
   • return transport and disposal costs,
   • other necessary expenses incurred in connection with subsequent performance.

7. Simtec’s statutory rights to damages, reimbursement of further losses, withdrawal from the contract or reduction of the purchase price shall remain unaffected.

§ 10 Inspection and Notification of Defects

1. Simtec shall inspect deliveries within a reasonable period as part of its ordinary course of business for obvious defects and deviations.

2. The inspection obligation shall be limited to what is possible and reasonably required, taking into account the nature of the delivery, Simtec’s usual processes and the reasonableness of the inspection.

3. Obvious defects shall be notified without undue delay after discovery.

4. Defects which could not be detected during the inspection shall be notified without undue delay after discovery.

5. The statutory provisions governing the commercial obligation to inspect and give notice of defects shall remain unaffected.

§ 11 Recourse and Consequential Losses

1. The supplier shall be liable in accordance with statutory law for losses incurred by Simtec as a result of defective deliveries.

2. This shall include, in particular, necessary costs for:
   • sorting and inspection,
   • return shipment,
   • cover purchases,
   • removal and reinstallation,
   • rework,
   • repair,
   • transport,
   • technical failure analysis.

3. If Simtec is subject to justified claims by its own customers or other third parties due to a defect, Simtec’s statutory rights of recourse and claims for damages against the supplier shall remain unaffected.

§ 12 Product Liability and Insurance

1. The supplier shall be liable in accordance with statutory law for damage caused by defective products or deliveries.

2. The supplier shall maintain adequate commercial and product liability insurance.

3. Upon request, the supplier shall provide Simtec with appropriate evidence of insurance coverage.

4. Further statutory claims of Simtec shall remain unaffected.

§ 13 Third-Party Intellectual Property Rights

1. The supplier warrants that the delivery and its intended use do not infringe any third-party rights.

2. If a third party asserts claims against Simtec alleging infringement of intellectual property rights, the supplier shall indemnify Simtec against justified claims in accordance with statutory law and shall reasonably support Simtec in defending unjustified claims.

3. The supplier shall immediately inform Simtec of any such third-party claims.

§ 14 Documentation and Rights of Use

1. The supplier shall provide Simtec with all documents required for the use, inspection, maintenance, repair and intended operation of the delivered goods, insofar as agreed or required.

2. Such documents may include, in particular, data sheets, inspection reports, drawings, operating and maintenance instructions, declarations of conformity and other technical documentation.

3. Where the supplier creates technical documents specifically developed or manufactured for Simtec, Simtec shall receive the rights of use required for the contractually intended purpose unless otherwise individually agreed.

§ 15 Confidentiality

1. The supplier shall keep confidential all technical, commercial and other confidential information of Simtec obtained in connection with the business relationship.

2. This shall include, in particular, drawings, designs, specifications, prices, calculations, bills of materials, manufacturing information and other know-how.

3. Such information may only be used for the performance of the respective contract.

4. The confidentiality obligation shall survive termination of the business relationship for as long as and to the extent that the relevant information has not become publicly known.

§ 16 Subcontractors

1. The supplier may only subcontract material parts of the contractual performance with Simtec’s prior consent if such subcontracting may materially affect the agreed performance, quality, delivery capability or confidentiality.

2. The supplier shall remain responsible for the performance of its subcontractors as for its own performance.

3. The supplier shall ensure that its subcontractors comply with the contractual requirements applicable to the respective performance.

§ 17 Changes and Technical Deviations

1. Changes to an already ordered product or process shall require Simtec’s prior approval if they may affect the contractually agreed characteristics, function, quality, interchangeability or delivery capability.

2. This shall apply in particular to:
   • changes in materials,
   • changes in dimensions or tolerances,
   • changes in manufacturing processes,
   • changes in production sites,
   • changes of material subcontractors,
   • changes to safety- or function-critical components.

3. Unauthorised changes shall entitle Simtec to reject the modified delivery and exercise its statutory rights.

§ 18 Set-Off and Assignment

1. The supplier may only set off claims which are undisputed or legally established, to the extent legally permissible.

2. Assignment of claims by the supplier against Simtec shall require Simtec’s prior consent unless the assignment may legally be made without such consent.

§ 19 Force Majeure

1. Events of force majeure and other unforeseeable events beyond the reasonable control of the respective party which materially impede or temporarily prevent performance shall release the affected party from the affected obligations for the duration and extent of the disruption.

2. The affected party shall immediately inform the other party of the commencement, expected duration and effects of the event and shall take all reasonable measures to mitigate its consequences.

3. Supply shortages affecting the supplier’s upstream suppliers shall only constitute force majeure if the supplier itself is affected by an unforeseeable event despite proper and timely procurement efforts and no reasonable alternative procurement is possible.

4. If the disruption lasts for more than four weeks or continuation of the contract becomes unreasonable for Simtec, Simtec shall be entitled to withdraw from or terminate the affected contract in whole or in part.

§ 20 Export Control and Legal Requirements

1. The supplier shall comply with all statutory requirements applicable to its performance.

2. The supplier shall immediately inform Simtec of all export control, customs or permit requirements relevant to the order.

3. Where certificates of origin, customs information, export documents or other documents are required, the supplier shall provide them in a timely and complete manner.

§ 21 Place of Performance and Jurisdiction

1. The place of performance for delivery shall be the place of delivery specified in the order.

2. All legal relationships between Simtec and the supplier shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules.

3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. This exclusion shall expressly apply even if the supplier has its registered office outside Germany.

4. To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be the registered office of Simtec in Braunschweig, Germany.

5. Simtec shall remain entitled to bring an action against the supplier at the supplier’s general place of jurisdiction.

§ 22 Severability

1. If any provision of these GTC is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

2. The statutory provisions shall apply in place of the invalid provision. To the extent legally permissible, the parties shall agree on an effective provision which comes as close as possible to the economic purpose of the invalid provision.

§ 23 Final Provisions

1. Amendments and supplements to these GTC shall be made in text form.

2. Individual agreements between Simtec and the supplier shall take precedence over these GTC.

3. In case of doubt, the following order of precedence shall apply:
   1. individual written agreement,
   2. purchase order and expressly designated annexes,
   3. technical specification / drawing / bill of materials / inspection plan,
   4. other expressly agreed contractual documents,
   5. these GTC.

4. The version of these GTC applicable at the time of the order shall govern unless expressly agreed otherwise.