General Terms and Conditions of Purchase

§ 1 Scope, form

(1) These General Purchase Terms and Conditions (GPT) shall apply to all business relations with our
business partners and suppliers (“Seller”). The GPT shall only apply if the Seller is an entrepreneur (§
14 German Civil Code, BGB), a legal entity under public law or a special fund under public law. Our
GPT apply worldwide.

(2) The GPT shall apply in particular to contracts for the purchase and/or delivery of movable goods
(“Goods”). Unless otherwise agreed, the GPT the version valid at the time of the Buyer’s order or, in any
case, the version most recently communicated to the Seller in text form, shall also apply as a framework
agreement for similar future contracts, without our having to refer to them again in each individual case.

(3) These GPT shall apply exclusively. Deviating, conflicting or supplementary General Terms and
Conditions of Business of the Seller shall only become part of the contract if and insofar as we have
expressly agreed to their validity in writing. This consent requirement shall apply in any case, for example
even if we accept the Seller’s deliveries without reservation in the knowledge of the Seller’s General
Terms and Conditions of Business.

(4) Im Einzelfall getroffene, individuelle Vereinbarungen mit dem Verkäufer (einschließlich Nebenabreden, Ergänzungen und Änderungen) haben in jedem Fall Vorrang vor diesen AEB. Für den Inhalt derartiger Vereinbarungen ist, vorbehaltlich des Gegenbeweises, ein schriftlicher Vertrag bzw. unsere schriftliche Bestätigung maßgebend.

(5) Legally relevant declarations and notifications of the Seller in relation to the contract (e.g. setting of
a deadline, reminder, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail,
fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the
legitimacy of the person making the declaration, remain unaffected.

(6) References to the validity of statutory provisions shall only have clarifying significance. Even without
such clarification, the statutory provisions shall therefore apply unless they are directly amended or
expressly excluded in these GPT.

§ 2 Conclusion of Contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller
shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order
including the order documents for the purpose of correction or completion before acceptance; otherwise
the contract shall be deemed not to have been concluded.

(2) The Seller is obliged to confirm our order in writing within a period of 7 days or, in particular, to
execute it without reservation by dispatching the goods (acceptance). A delayed acceptance shall be
deemed to be a new offer and requires our acceptance.

§ 3 Delivery time and delay in delivery

(1) The delivery time stated by us in the order is binding. If the delivery time was not stated in the order
and was not otherwise agreed, it shall be 7 days from the conclusion of the contract. The Seller is obliged
to inform us immediately in writing if he is likely to be unable to meet agreed delivery times – for whatever
reason.

(2) If the Seller does not perform his services or does not perform them within the agreed delivery time
or if he is in default, our rights – in particular to rescission and compensation – shall be determined in
accordance with the statutory provisions. The regulations in paragraph 3 remain unaffected.

(3) If the Seller is in default, we may – in addition to further statutory claims – demand lump-sum
compensation for our damage caused by default in the amount of 0.25% of the net price per completed
calendar day, but not more than 5% of the net price of the goods delivered late in total. We reserve the
right to prove that higher damages have been incurred. The Seller reserves the right to prove that no
damage at all or only a significantly lower damage has been incurred.

§ 4 Performance, delivery, transfer of risk, default of acceptance

(1) Without our prior written consent, the Seller shall not be entitled to have the performance owed by
him rendered by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for his
services unless otherwise agreed in individual cases (e.g. limitation to stock).

(2) Within Germany, delivery shall be made in compliance with the Incoterms® 2010 DDP to the place
specified in the order. If the place of destination is not specified and unless otherwise agreed, delivery
shall be made to the air freight centre in Stuttgart. The respective destination is also the place of
performance for the delivery and any subsequent performance (obligation to be performed at the place
of performance).

(3) The delivery shall be accompanied by a delivery note stating the date (issue and dispatch), the
contents of the delivery (item number and quantity) and our order identifier (date and number). If the
delivery note is missing or incomplete, we are not responsible for any delays in processing and payment
resulting from this. Separated from the delivery note, a corresponding dispatch note with the same
content must be sent to us.

(4) The risk of accidental loss and accidental deterioration of the goods shall pass to us upon delivery
at the place of performance. If we are in default of acceptance, this shall be deemed equivalent to
handover.

(5) The statutory provisions shall apply to the occurrence of our default of acceptance. However, the
Seller must also expressly offer us his service if a specific or determinable calendar period has been
agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of
acceptance, the Seller may demand compensation for additional expenses in accordance with the
statutory provisions (§ 304 BGB).

§ 5 Prices and terms of payment, assignment

(1) The price stated in the order is binding. All prices are exclusive of statutory value added tax.

(2) Unless otherwise agreed in individual cases, the price shall include all services and ancillary services
of the Seller as well as all incidental costs (in particular proper packaging, transport costs including any
transport and liability insurance and any remuneration within the meaning of §§ 54 ff. UrhG).

(3) The agreed price shall be due for payment within 30 calendar days from complete delivery and
performance and receipt of a proper invoice. In the case of bank transfer, payment shall be deemed to
have been made on time if our bank receives our transfer order before the expiry of the payment
deadline; we shall not be responsible for delays caused by the banks involved in the payment process.

(4) We do not owe any interest on maturity. The statutory provisions shall apply to default of payment.

(5) We shall be entitled to rights of set-off and retention as well as the defence of non-performance of
the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments
as long as we are still entitled to claims from incomplete or defective performance against the Seller.

(6) The Seller shall only have a right of set-off or retention on the basis of counterclaims that have been
determined as legally binding or are undisputed.

(7) Outside the scope of application of § 354a of the German Commercial Code (HGB), the Seller may
only assign his claims and other rights against us with our prior express consent or agree with third
parties that they are entitled to collect his claims.

§ 6 Confidentiality and reservation of title

(1) The Seller is obliged to keep all documents and information connected with our order and/or resulting
from the course of business strictly confidential. The documents are to be used exclusively for the
execution of the contract on the basis of our order and are to be returned to us unsolicited after execution
of the order. They may only be disclosed to third parties with our prior express consent. The obligation
of secrecy shall also apply after the execution or termination of this contract; it shall expire if and to the
extent that the knowledge contained in the documents and information has become generally known or
was demonstrably already known to the Seller at the time of disclosure. Insofar as the Seller uses
vicarious agents, assistants or other third parties (“auxiliary persons”) to perform his duties, he shall be
obliged to impose the confidentiality obligations incumbent on him also on the auxiliary persons
employed by him.

(2) The transfer of ownership of the goods to us must be made unconditionally and without regard to the
payment of the price. If, however, we accept in individual cases an offer of transfer of title made by the
Seller conditional upon payment of the purchase price, the Seller’s reservation of title shall expire at the
latest upon payment of the purchase price for the goods delivered. We remain authorised to resell the
goods in the ordinary course of business even before payment of the purchase price by assigning the
resulting claim (alternatively, the simple reservation of title extended to resale). This excludes all other
forms of retention of title, in particular the extended, the forwarded and the extended retention of title for
further processing.

§ 7 Defective delivery

(1) The statutory provisions shall apply to our rights in the event of material defects and defects of title
of the goods (including wrong and short delivery as well as defective operating or instruction manuals)
and in the event of other breaches of duty by the Seller, unless otherwise provided for below.

(2) In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that
the goods have the agreed quality at the time of transfer of risk to us. In any case, those product
descriptions which – in particular by designation or reference in our order – are the subject matter of the
respective contract or have been incorporated into the contract in the same way as these GPT shall be
deemed to be an agreement on the quality. It makes no difference whether the product description
originates from us, the seller or the manufacturer.

(3) We shall not be obliged to inspect the goods or make special enquiries about any defects at the time
of conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2 BGB (German Civil
Code), we are therefore entitled to claims for defects without restriction even if the defect remained
unknown to us at the time of conclusion of the contract due to gross negligence.

(4) For the commercial duty of inspection and notification of defects, the statutory provisions (§§ 377,
381 HGB) shall apply with the following proviso: Our duty of inspection shall be limited to defects which
are openly apparent during our incoming goods inspection under external appraisal including the
delivery documents (e.g. transport damage, wrong and short delivery) or which are recognisable during
our quality control in a random sampling procedure. Otherwise, it depends on the extent to which an
inspection is feasible in the normal course of business, taking into account the circumstances of the
individual case. Our obligation to give notice of defects discovered later remains unaffected.
Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed
to be prompt and timely if it is sent within 10 working days of discovery or, in the case of obvious defects,
of delivery.

(5) The Seller shall bear the expenses necessary for the purpose of inspection and subsequent
performance even if it turns out that there was actually no defect. Our liability for damages in the event
of unjustified requests for the removal of defects shall remain unaffected; however, in this respect we
shall only be liable if we have recognised or grossly negligently failed to recognise that there was no
defect.

(6) Unbeschadet unserer gesetzlichen Rechte und der Regelungen in Abs. 5 gilt: Kommt der Verkäufer seiner Verpflichtung zur Nacherfüllung – nach unserer Wahl durch Beseitigung des Mangels (Nachbesserung) oder durch Lieferung einer mangelfreien Sache (Ersatzlieferung) – innerhalb einer von uns gesetzten, angemessenen Frist nicht nach, so können wir den Mangel selbst beseitigen (insbesondere einen Deckungseinkauf vornehmen) und vom Verkäufer Ersatz der hierfür erforderlichen Aufwendungen bzw. einen entsprechenden Vorschuss verlangen. Ist die Nacherfüllung durch den Verkäufer fehlgeschlagen oder für uns unzumutbar (z.B. wegen besonderer Dringlichkeit, Gefährdung der Betriebssicherheit oder drohendem Eintritt unverhältnismäßiger Schäden) bedarf es keiner Fristsetzung; von derartigen Umständen werden wir den Verkäufer unverzüglich, nach Möglichkeit vorher, unterrichten.

(7) Otherwise, in the event of a material defect or defect in title, we shall be entitled to reduce the
purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition,
we shall be entitled to compensation for damages and expenses in accordance with the statutory
provisions.

§ 8 Supplier recourse

(1) In addition to claims for defects, we shall be entitled without restriction to our legally determined
rights of recourse within a supply chain (supplier recourse according to §§ 445a, 445b, 478 German
Civil Code, BGB). In particular, we are entitled to demand from the Seller exactly the type of subsequent
performance (repair or replacement) that we owe to our customer in the individual case. Our legal right
of choice (§ 439 para. 1 German Civil Code, BGB) is not restricted by this.

(2) Before we acknowledge or fulfil a claim for defects asserted by our customer (including
reimbursement of expenses in accordance with §§ 445a para. 1, 439 para. 2 and 3 German Civil Code,
BGB), we shall notify the Seller and request a written statement with a brief description of the facts. If a
substantiated statement is not made within a reasonable period of time and no amicable solution is
reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In
this case, the Seller shall be responsible for providing proof to the contrary

§ 9 Liability for infringements of property rights

(1) The Seller shall be liable for infringements of intellectual property rights or applications for intellectual
property rights (property rights) for which he is responsible, such as trademark rights, which arise when
the goods and services are used in accordance with the contract.

(2) If claims are made against us or our customers by a third party on account of the infringement of
intellectual property rights for which the Seller is responsible, the Seller shall be obliged to indemnify us
and our customers from these claims on first written request. The obligation to indemnify refers to all
costs incurred by us or our customers from or in connection with the claim by a third party.

(3) The limitation period for these claims is three years from the transfer of risk.

(4) The contractual partners undertake to inform each other immediately of any infringement risks and
alleged cases of infringement that become known and to give each other the opportunity to counteract
the claims by mutual agreement

(5) Upon our request, the Seller shall be obliged to inform us at its own expense of the use of published
and unpublished own and licensed intellectual property rights and property right applications for the
delivery items.

§ 10 Producer liability

(1) If the Seller is responsible for a product damage, he shall indemnify us from third party claims to the
extent that the cause is within his sphere of control and organisation and he is liable himself in the
external relationship.

(2) Within the scope of his obligation to indemnify, the Seller shall reimburse us for expenses pursuant
to §§ 683, 670 BGB (German Civil Code) which arise from or in connection with a third-party claim,
including recall actions carried out by us. We shall inform the Seller – as far as possible and reasonable
– about the content and scope of recall measures and give him the opportunity to comment. Further
legal claims shall remain unaffected.

(3) The Seller shall take out and maintain a product liability insurance policy with a cover amount per
personal injury/property damage customary in the industry.

§ 11 Limitation period

(1) The mutual claims of the contracting parties shall become statute-barred in accordance with the
statutory provisions, unless otherwise provided for below.

(2) Notwithstanding § 438 (1) No. 3 BGB (German Civil Code), the general limitation period for claims
for defects is 3 years from the transfer of risk. The 3-year limitation period shall also apply mutatis
mutandis to claims arising from defects of title, whereby the statutory limitation period for third-party
claims for surrender in rem (§ 438 para. 1 No. 1 BGB) shall remain unaffected; moreover, claims arising
from defects of title shall in no case become statute-barred as long as the third party can still assert the
right – in particular in the absence of a limitation period – against us.

(3) The limitation periods of the law on the sale of goods, including the above extension, shall apply – to
the statutory extent – to all contractual claims for defects. Insofar as we are also entitled to noncontractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB)
shall apply here, unless the application of the limitation periods of the law on sales leads to a longer
limitation period in individual cases

§ 12 Choice of law and place of jurisdiction

(1) Notwithstanding § 438 (1) No. 3 German Civil Code, BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.

(2) The aforementioned limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 German Civil Code, BGB) would lead to a shorter limitation period in individual cases. Claims for damages of the buyer according to § 8 para. 2 sentence 1 and sentence 2(a) as well as according to the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods.

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