Conditions of purchase

I. Scope of Application

1. The following General Terms and Conditions of Purchase (“GTC”) shall apply exclusively to all contracts for the supply of goods and services entered into between BOPLA and its suppliers and contractors (hereinafter referred to as the “Contractor”).
2. Any terms and conditions of the Contractor which conflict with or deviate from these GTC shall not apply unless BOPLA has expressly agreed to their application at least in text form. This shall also apply where BOPLA, in the knowledge of conflicting or deviating terms and conditions, accepts deliveries or services without reservation.
3. These GTC shall also apply to all future business relations with the Contractor without the need for any further reference thereto. Individual agreements, framework agreements or quality assurance agreements shall take precedence over these GTC.
4. These GTC shall apply exclusively to entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB).

II. Orders; Conclusion of Contract; Amendments

1. Orders, acceptances and amendments to contracts must be made at least in text form.
2. The Contractor shall confirm the order in text form within five working days of receipt. In the absence of timely confirmation, BOPLA shall be entitled to revoke the order.
3. BOPLA shall be entitled, within reasonable limits, to request changes relating to design, execution, specification, delivery date, place of delivery or packaging. The Contractor shall notify BOPLA in writing without undue delay of any additional costs or changes to delivery dates resulting therefrom.
4. The Contractor shall bear the procurement risk for the agreed delivery or service unless an item expressly designated as a custom-made product has been agreed.
5. If, after conclusion of the contract, it becomes apparent that BOPLA’s claim to performance is jeopardised by the Contractor’s lack of ability to perform, BOPLA shall be entitled to demand security or, after expiry of a reasonable grace period without result, to withdraw from the contract (Section 321 BGB).

III. Delivery Time; Delay; Contractual Penalty

1. Agreed delivery dates and deadlines shall be binding.
2. Timely delivery shall be determined by receipt at the agreed place of destination in accordance with Incoterms® 2020; in the case of deliveries involving installation or assembly, by formal acceptance.
3. The Contractor shall notify BOPLA in writing without undue delay if circumstances arise or become apparent which jeopardise compliance with the agreed delivery time.
4. In the event of delay, BOPLA shall be entitled to claim a contractual penalty of 0.3% of the total contract value for each commenced working day of delay, up to a maximum of 5% in aggregate. The right to claim further damages shall remain unaffected; any contractual penalty paid shall be set off against such damages.

IV. Passing of Risk; Shipment; Transfer of Title

1. In the case of deliveries involving installation, risk shall pass upon acceptance; in all other cases upon delivery at the agreed place of destination.
2. Unless otherwise agreed:
   • DDP (named place of destination) Incoterms® 2020 shall apply where the Contractor’s registered office and the place of destination are in the same country or within the European Union;
   • otherwise DAP (named place of destination) Incoterms® 2020 shall apply.
3. Each delivery shall be accompanied by a delivery note stating the complete order references of BOPLA.
4. Title to the delivered goods shall pass to BOPLA upon delivery or acceptance, as applicable. Extended or prolonged retention of title arrangements shall be excluded.

V. Prices; Payment Terms; Security

1. The price stated in the order shall be binding and shall include all ancillary services, in particular packaging, transport, documentation, customs duties and other public charges.
2. Invoices shall be submitted separately from the goods and must state BOPLA’s complete order references.
3. Unless otherwise agreed, payment shall be made within 14 days with a 3% discount or within 30 days net following complete delivery and receipt of a proper invoice.
4. In the event of a defect which is not merely insignificant, BOPLA shall be entitled to withhold payment in a reasonable amount until proper remedy of the defect.
5. For advance payments exceeding EUR 25,000, BOPLA shall be entitled to require an on-demand, directly enforceable guarantee issued by a major European bank.
6. BOPLA shall be entitled to rights of set-off and retention to the extent permitted by law.

VI. Incoming Goods Inspection; Defects; Administrative Charge

1. BOPLA’s inspection of incoming goods shall be limited to obvious defects, discrepancies in quantity and apparent transport damage. The period for notification of defects shall be two weeks from discovery.
2. BOPLA shall be entitled to the full statutory remedies for defects. BOPLA may, at its discretion, require rectification or replacement.
3. The limitation period for defect claims shall be 30 months from the passing of risk or acceptance. For replaced or remedied parts, the limitation period shall recommence.
4. In the event of serial defects, the Contractor shall bear all inspection, sorting, replacement, removal and installation costs as well as any consequential costs.
5. For each delivery of defective, incomplete or otherwise non-conforming goods, BOPLA shall be entitled to charge a lump-sum administrative fee of EUR 50.00 net per rejected delivery. This fee serves to compensate the typical costs of inspection, documentation and administration. The Contractor reserves the right to prove that no damage or substantially lower damage has been incurred. The right to claim further damages shall remain unaffected.

VII. Special Quality Requirements for Enclosures and Mechanically Processed Components

1. Where the order relates to enclosures, enclosure components, metal or plastic housings, mechanically processed parts or surface-treated components, all drawings, CAD data, specifications, tolerances and material and surface requirements shall form an integral part of the contract.
2. The agreed quality within the meaning of Section 434 BGB shall include in particular:
   • dimensional and form tolerances in accordance with drawings,
   • compliance with defined fits,
   • surface quality (e.g. painting, powder coating, anodising),
   • compliance with agreed protection ratings (e.g. IP classification),
   • compliance with EMC/shielding requirements,
   • corrosion protection requirements,
   • specified materials.
3. Visual deviations or minor dimensional deviations shall also constitute defects if they deviate from the agreed specification.
4. Where coatings or surface treatments are agreed, applicable DIN and ISO standards shall be complied with, in particular DIN EN ISO 12944, DIN EN ISO 2409 and DIN EN ISO 4287, unless otherwise agreed.
5. Prior to commencement of series production, initial samples including test reports shall be submitted upon request. Series production shall not commence until written approval has been granted.
6. Any changes to material, production process, tooling, production site or subcontractors shall require the prior written consent of BOPLA.

VIII. Tools; Moulds; Equipment

1. Tools, moulds, press tools or injection moulds provided or separately paid for by BOPLA shall remain the property of BOPLA.
2. The Contractor shall mark such items as the property of BOPLA, store them separately, maintain them properly and insure them adequately.
3. Maintenance and proper storage shall be the responsibility of the Contractor.
4. Such tools shall be returned to BOPLA without undue delay upon request.

IX. Product Liability; Recall; Insurance

1. To the extent that the Contractor is responsible for product damage, it shall indemnify BOPLA against all third-party claims to the extent the cause originates within its sphere of control or organisation.
2. The indemnity shall include in particular recall, inspection, replacement, removal and installation costs as well as reasonable legal expenses.
3. The Contractor shall maintain product liability insurance with a minimum coverage of EUR 5,000,000 per personal injury and property damage claim.

X. Product Compliance; Regulatory Requirements

1. The Contractor warrants that the delivered products comply with all statutory, regulatory and technical requirements applicable to their manufacture, placing on the market, further distribution, installation, processing or use within the European Economic Area and any countries of destination notified by BOPLA.
2. In particular, compliance shall be ensured with:
   • Regulation (EC) No. 1907/2006 (REACH), including Article 33,
   • Regulation (EU) 2019/1021 (POPs),
   • Directive 2011/65/EU (RoHS),
   • the German Electrical and Electronic Equipment Act (ElektroG/WEEE),
   • Regulation (EU) 2017/821 (conflict minerals),
   • the German Product Safety Act (ProdSG),
   • California Proposition 65, where applicable.
3. If delivered articles contain substances on the REACH Candidate List in a concentration exceeding 0.1% by weight (w/w), the Contractor shall inform BOPLA in writing prior to delivery and provide all legally required information for safe use.
4. The Contractor shall ensure compliance with all registration, notification, labelling, information and documentation obligations.
5. Upon request, the Contractor shall provide BOPLA without undue delay with all conformity documentation, test reports, material declarations and safety data sheets.
6. The Contractor shall inform BOPLA without undue delay if circumstances become known which call into question regulatory compliance.
7. In the event of culpable breach, the Contractor shall indemnify BOPLA against all resulting third-party claims and regulatory measures and compensate all resulting damages, including reasonable legal costs.

XI. Export Control; Foreign Trade; Customs

1. The Contractor shall comply with all applicable national and international export control, customs, foreign trade and sanctions laws. The Contractor shall ensure that neither it nor its directors, beneficial owners or subcontractors are listed on any applicable sanctions list.
2. The Contractor shall provide BOPLA without undue delay with all information necessary for compliance with foreign trade and customs regulations, including:
   • the applicable Export Control Classification Number (ECCN), where relevant,
   • the statistical commodity code / HS code,
   • the country of origin (non-preferential origin),
   • supplier’s declarations for preferential origin, where required,
   • any other relevant customs and foreign trade data.
3. The Contractor warrants that the products are not subject to embargoes or export prohibitions which would prevent performance of the contract.
4. Where reasonable doubts exist regarding compliance with export control or sanctions regulations, BOPLA shall be entitled to suspend performance until the matter is clarified.
5. In the event of culpable breach, BOPLA shall be entitled, after setting a reasonable deadline, to withdraw from or terminate the contract. Further claims for damages shall remain unaffected.

XII. Supplier Code of Conduct; Sustainability; Cooperation Obligations

1. The Contractor undertakes to comply with the Supplier Code of Conduct published by BOPLA in its respective valid version.
2. The Code of Conduct sets out BOPLA’s expectations regarding lawful, socially responsible and sustainable corporate conduct, including compliance with labour, human rights, environmental, anti-corruption and competition laws.
3. The Contractor shall reasonably support BOPLA in fulfilling statutory supply chain due diligence obligations and related contractual commitments towards customers.
4. Such support shall include the provision of information and documentation which:
   • relate to the subject matter of the contract,
   • are reasonable for the Contractor,
   • and are available in the ordinary course of business.
5. Where additional customer requirements apply, BOPLA shall disclose them. The Contractor shall only be obliged to implement such requirements insofar as they relate to the contract and are economically and organisationally reasonable.
6. In the event of serious breaches, the parties shall first seek appropriate remedial measures. If a material breach is not remedied within a reasonable period after written notice, BOPLA shall be entitled to withdraw from or terminate the contract.

XIII. Quality Management; Traceability

1. The Contractor shall maintain a quality management system in accordance with ISO 9001 or an equivalent standard.
2. Where deliveries are intended for automotive customers, the requirements of IATF 16949 shall additionally apply where relevant.
3. The Contractor shall ensure appropriate traceability and retain quality-related documentation for at least ten years.

XIV. Compliance; Data Protection

The Contractor shall comply with all applicable laws. The parties shall comply with applicable data protection regulations.

XV. Jurisdiction; Governing Law

German substantive law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be the registered office of BOPLA. BOPLA shall, however, also be entitled to bring proceedings at the Contractor’s registered office.

Dated 03/2026