General Purchase Conditions

General Purchase Conditions (05/2022)

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I. Relevant Conditions

  1. The legal relationships between the supplier and e.GO are determined by the following conditions and additional written agreements, if any. Changes and amendments must be made in writing.
  2. General terms and conditions or other terms of the supplier shall not be applicable, even if they were not explicitly rejected.
  3. These General Purchase Conditions apply to deliveries and services of any kind.
  4. These General Purchase Conditions also apply to all future trans-actions with the supplier.

II. Offer, Formation of Contract

  1. If the supplier makes an offer based on a request of e.GO, the supplier must exactly adhere to such request and must in case of deviations explicitly indicate such deviations. Unless e.GO explic-itly makes a reference to supplier’s offer, supplier’s offer will not become part of the purchase order / contract.
  2. Unless otherwise expressly agreed, cost estimates submitted by the supplier shall be binding and non-remunerable.
  3. If the supplier does not accept the purchase order within 5 business days, e.GO is entitled to revoke such purchase order. The term purchase order used under these General Purchase Conditions means each request of e.GO for the delivery of a good or the provision of a service.
  4. In case of an ongoing business relationship where products are ordered on the basis of delivery plans and / or call-offs the following applies: a call-off becomes binding at the latest, if the supplier does not object in writing within 5 business days after receipt. The supplier has to establish and maintain the necessary capacities in order to be able to fulfill the volumes according to the delivery schedules inclusive of the volumes projected for a period af 6 months after receipt of a call-off.
  5. e.GO is entitled to request changes of the delivery item also after formation of the contract. The supplier is obliged to im-plement such changes without delay, if such change is feasible and reasonable for the supplier. If such change leads to higher or lower cost or if an adaptation of times for delivery become necessary, the parties will agree on such consequences in good faith.

III. Prices, Payment, Invoice, Assignment, Competitiveness

  1. The agreed prices are fixed prices (net) and be the total price for the production and delivery of the products and / or the perfor-mance of the services, including all collateral performances.
  2. Unless otherwise agreed, the price is understood as ‘DDP e.GO’ according to Incoterms 2020 (packaging included).
  3. Unless otherwise agreed, the invoice will be paid with 3 % cash discount within 30 days after delivery and receipt of the invoice by e.GO, but at the latest net within 60 days after delivery and receipt of the in voice. Payments are made in Euros. In case of early deliveries the agreed time of delivery is relevant for the payment term.
  4. Invoices, delivery notes and other correspondence always have to contain the number of the purchase order of e.GO.
  5. The supplier is not entitled to assign its claims against e.GO to third parties or have those collected by third parties without e.GO’s prior written consent, which consenst shall not be unrea-sonably withheld.
  6. e.GO is at any time entitled to review the competitiveness of the supplier regarding prices, technology and quality. If the supplier is not or no longer competitive, e.GO shall grant the supplier a reasonable period of time (minimum 3 months) to restore competitiveness. Should the supplier fail to do so within such time, e. GO is entitled to terminate the contract extraordi-narily with due cause or with a notice period. In case of a termi-nation due to lack of competitiveness, e.GO is obliged to reim-burse the supplier for finished and semifinished goods and mate-rial cost according to the valid periods for the production release and the material release, with other claims of the supplier being excluded.

IV. Delivery Dates, Delays in Delivery, Transfer of Ownership

  1. The agreed delivery dates are binding.
  2. If the supplier is in delay in making a delivery, then e.GO shall be entitled to a contractual penalty of 0,3 % of the net purchase price of the delayed Products for each completed working day, however extending to a maximum of 5 % of the net purchase price of the delayed delivery. e.GO reserves the right to prove and claim higher damages. The supplier may prove that no or only substantial lower damages have occurred.
  3. If the supplier becomes aware of circumstances which could endanger the timely delivery according to the purchase orders and / or call-offs of e.GO, the supplier has to inform e.GO imme-diately.
  4. The acceptance of a delayed delivery without reservation does not lead to a waiver of e.GO’s rights and claims due to the late delivery.
  5. Property of the delivered goods is transferred to e.GO at the latest upon payment. Any extended or expanded reservation of title is only valid upon e.GO’s explicit written consent.

V. Force Majeure

  1. In case of force majeure, the affected Party shall be released from its obligation to perform for the duration of this disruption. Force majeure are unforeseeable and unavoidable events that are beyond the control of the affected Party and which are not caused by the affected Party’s intentional or negligent acts or omissions. The affected Party shall immediately inform the other Party of the circumstances which constitute or may constitute an event of Force Majeure as soon as such circumstances become known to the Party.
  2. The Party affected by an event of Force Majeure must make all best efforts to overcome or mitigate such event. Notwithstand-ing the foregoing, during the period in which the Supplier is affected by force majeure, e.GO is entitled to purchase the delivery item from third parties and to reduce the ordered quantities with no obligation on the part of e.GO to compensate the Supplier. e.GO, during this period, is also entitled to manu-facture the delivery item itself or to commission a third party to manufacture such item.
  3. Should an event of Force Majeure persist for more than 90 days or with interruptions takes more than 90 days over a total period of 365 days, e.GO is entitled to withdraw from the affected contract (or from the unfulfilled portion). In this event, neither Party may claim damages from the other Party for any damages incurred. The existing obligations for delivery items already delivered shall remain unaffected.

VI. Inspection of Incoming Goods, Notification of Defects

  1. Unless otherwise agreed in a product or project specific agreement, e.GO is under no obligation to inspect incoming goods beyond the stipulations in section IV. 2.
  2. The Supplier shall only deliver goods that have been inspected by the Supplier for being free from defects and, in particular for compliance with the agreed specifications, dimensional accuracy and for functional compliance. Based on this background, the Supplier agrees that e.GO will check the incoming goods only with regard to quantity and identity and for external integrity, but will otherwise initially accept such goods with no inspection being carried out.
  3. e.GO shall however notify the Supplier of all defects detected in the ordinary course of business without undue delay, and no later than within 10 working days after detection.

VII. Confidentiality, Data Protection

  1. The contracting parties commit themselves to deem as busi-ness secrets all non-public commercial and technical details which come to their knowledge during the course of their busi-ness relationship.
  2. Drawings, models, patterns, samples and similar objects shall not be made available or otherwise be made accessible to unau-thorized third parties. Reproduction of such objects is only per-mitted in accordance with the business needs and within the framework of the legislation on copyrights.
  3. Subsuppliers shall be committed accordingly.
  4. Both parties undertake to comply with the statutory data protection provisions, including the General Date Protection Regulation. In particular, the Parties will use personal data transmitted by the other Party exclusively for the agreed pur-pose and delete it in full if it is either no longer necessary for the fulfilment of the specific purpose or if requested by the other Party. The Parties assure that their employees are bound to data secrecy in accordance with the statutory data protection legislation.

VIII. Quality, Documentation

  1. Concerning his deliveries the supplier shall comply with the acknowledged standards of engineering, the safety regulations and the agreed technical data. Changes to the goods to be deliv-ered, changesd to a production processes already released or its relocation to another production location are subject to the previous written consent of e.GO.
  2. e.GO may at any time, after a reasonable prior information and during normal business hours perform inspections and quality audits of the productionp processes and of the production means of the supplier.
  3. If the supplier delivers production materials to e.GO, the following provisions shall apply: a) The supplier shall maintain or develop a quality management system based on the latest valid version of IATF 16949. Certifi-cates from an accredited body or second-party audits and also equivalent QM systems such as VDA Volume 6 Part 1 and ISO 9001 targeted specifically towards the automobile industry may be recognized by e.GO after prior inspection by e.GO. The supplier shall provide e.GO with a copy of the latest certificate. e.GO shall be informed immediately if the certificate is revoked.
    b) For products for which characteristics are especially marked according to the technical documentation or by separate agree-ment, for instance with “cc”, the supplier is, moreover, required to keep special records as to when, in what manner and by whom the goods have been tested with regarding the character-istics to be recorded and which results were achieved by the required quality tests. The test records have to be kept for fif-teen years and have to be presented to e.GO in case of need.
    c) If the kind and scope of testing or the testing instruments and methods have not been agreed between the supplier and e.GO, e.GO, upon request of the supplier, is ready to discuss the test-ing with the supplier pursuant to its know-how, experiences and possibilities in order to find out the necessary state of testing techniques in the specific case.
    d) In so far as authorities, for the review of specific require-ments, ask to inspect the production processes and the test documents of e.GO, the supplier confirms to be ready to grant such authorites the same rights in its own company and to give all reasonable assistance in such situation. This applies especially for securing the Conformity of Production (CoP).
    e) The supplier will comply with the following VDA documentations:
    • For the initial sample process the VDA documentation “Vol-ume 2 Quality Assurance of Deliveries – Production process and product approval (PPA)”;
    • for further information about testing and measurement pro-cesses the VDA documentation “Volume 5 Measurement and Inspection Processes. Capability, Planning and Manage-ment”;
    • for documentation and archival storage in case of delivery of production materials the VDA documentation “Volume 1 Documented Information and Retention” and the VDA doc-umentation “A process description covering Special Charac-teristics (SC)” (i. e. characteristics identified as “sc” or “cc”). f) The supplier shall permanently control the quality of the goods to be delivered. Moreover, the parties will inform each other of the possibilities for further improving the quality of the goods to be delivered.

IX. Compliance with Laws, Hazardous Substances, Code of Conduct

  1. The supplier shall comply with all laws, regulations and any other binding provisions regulated by public law as applicable for its business and for to the goods to be delivered by the supplier.
  2. The supplier shall fulfil the laws, regulations and other legal provisions of the countries of manufacture and distribution relating to goods, materials and procedures that are subject to special treatment regarding their composition or their effect on the environment or inter alia regarding transportation, packag-ing, labelling, storage, handling, manufacture and disposal. In this case, the supplier shall provide e.GO with the necessary papers and documents in due time. In particular, all hazardous substances and all waterendangering substances may only be delivered after presentation of an EC safety data sheet and after approval has been given by e.GO.
  3. The supplier will implement and present to e.GO a certification according to ISO 14001 (environmental management) at the latest until November 2024.
  4. The supplier will make sure that the requirements of the EU chemical legislation REACH (Regulation (EC) No. 1907/2006 (hereafter referred to as ”REACH”) and of the the Regulation (EC) Nr. 1272/2008 (hereinafter referred to as „CLP“) are complied with and that in particular preregistrations and registrations are performed in due time. The supplier is aware that the Products cannot be used if the requirements of REACH and CLP are not completely and properly complied with.
  5. The supplier must enter components relevant to the EU di-rective on end-of-life vehicles (ELV - End of Life Vehicles) in the IMDS database at its own expense; they shall then be deemed declared. According to the EU directive on end-of-life vehicles, the supplier shall undertake to ensure the following: (i) produc-tion and forwarding of a component-related concept for draining and unloading harmful substances; (ii) compliance with the label-ling standards of VDA 260 for materials and components; (iii) provision of a utilization concept for selected supplied parts after consultation with e.GO; (iv) highest possible recycling rate and use of renewable raw materials after consultation with e.GO.
  6. The supplier acknowledges the applicability of the Code of Con-duct for Business Partners of Next e.GO Mobile SE. The CoC is available and retrievable under: https://egowebsitestorage.blob.core.windows.net/strapi/assets/e_GO_Code_of_Conduct_for_Business_Partners_2022_02_4561f9277d.pdf.

X. Liability, Liability for Defects, Product Liability, Recalls

  1. Unless otherwise agreed below or for a specific project or product, with respect to the liability of the parties the statutory provisions shall apply.
  2. A delivered good is deemed to be defective in particular if it:
    • fails to comply with the specifications and drawings,
    • does not have the agreed quality or does not comply with other agreed sitpulations,
    • is not in line with the samples provided by the supplier,
    • is not free of design, manufacturing or instruction defects,
    • is not developed and manufactured in accordance with the latest state of the art,
    • does not comply with all applicable legal requirements,
    • infringes rights of third parties or,
    • (insofar as the Supplier has not developed or manufac-tured in accordance with e.GO’s express specifications) is not suitable for the use intended by e.GO (insofar as the Supplier is aware of such use).
  3. If defective goods are delivered, the supplier shall first be given the opportunity to carry out remedial work, i.e. at e.GO’s reasonsable discretion either to remedy the defect or supply a new item (replacement part). In both cases the supplier shall bear the resulting costs occuring at the supplier or at e.GO, e.g. transportation costs, travelling expenses, labor and material costs, costs for removal and fitting or costs for an incoming goods inspection beyond the normal scope. In case of a subsequent delivery, the supplier shall take back the defective goods at its own cost.
  4. In urgent cases, in particular to avert acute dangers or avoid higher damages, if it is no longer possible or economically rea-sonable to inform the supplier of defects and give the supplier even a short period to remedy, e.GO shall be entitled to remedy the faults itself or have them remedied by a third party at the supplier’s expense.
  5. The Supplier shall bear the damages, costs and expenses in-curred and arising from the delivery of defective goods according to actual expenses. Insofar as the supplier is liable to e.GO, the damages, costs and expenses to be compensated must be rea-sonable, taking into account the specifics of the automotive industry. Furthermore, e.GO shall mitigate damages in a reasonable scale and a contributory negli-gence of e.GO will be taken into account in favour of the Suppli-er at all times and which will then reduce the claims of e.GO.
  6. Warranty claims do not arise, if the defect is caused by the non-observance of operation, service or installation instructions, inappropriate or unsuitable use, incorrect or careless treatment or normal wear and tear.
  7. Unless otherwise agreed for a specific product or project, claims arising from liability for defects shall become time-barred 36 months after delivery.
  8. In order to suspend the limitation period, it is sufficient that a defect is notified within the warranty period.
  9. If claims are raised against e.GO based on product liability, liabil-ity for defects or liability for violation of third party rights, the Supplier shall indemnify e.GO against such claims and any ex-penses and damages arising therefrom only insofar as the (prod-uct) defect was caused by the Supplier.
  10. The supplier is only liable for expenses and damages arising from measures taken by e.GO to avert damage (e.g. recall action, service action), insofar as such measures are based on the defec-tiveness of the delivered goods or on another breach of duty by the Supplier.

XI. Intellectual Property Rights

  1. The Supplier is liable for claims which, in case of a use of the goods according to the terms of the contract, result from the infringement of industrial property rights, either granted or applied for (industrial property rights), if at least one of such industrial property rights of the same industrial property rights family is published either in the supplier’s home country, by the European Patent Office or in on of the countries of the Federal Republic of Germany, France, Great Britain, Austria or the USA.
  2. The supplier shall hold e.GO harmless of all liabilities resulting from making use of such industrial property rights.
  3. The afore-stated shall not apply inasmuch as the supplier has manufactured the goods to be delivered according to drawings, models or other descriptions or statements provided by e.GO and if the supplier does not know or, in connection with the products developed by him, was unable to know that industrial property rights were infringed.
  4. e.GO and the supplier commit themselves to inform each other on all risks of violation or alleged violations and to give each other the opportunity to jointly oppose such claims.
  5. Upon request of e.GO the supplier shall inform e.GO about the use of the published or unpublished industrial property rights which are owned by or licensed to the supplier relating to the goods to be delivered.

XII. Retention of Title, Tools

  1. The Products shall become the property of e.GO at the latest upon full payment. Any extended or expanded reservation of title to the benefit of the supplier is only valid upon a separate agreement be made in writing.
  2. Tools under these terms means production equipment as defined in the relevant tooling order including accessories, fixtures, product carriers, measurement equipment, holding fixtures and engineering documents.
  3. Details with regard to tools, including the payment terms, will be agreed by tooling purchase orders. Tooling purchase orders become binding, if the supplier confirms the orders, if the supplier starts the work under the order or if the supplier does not object to the tooling order within two weeks after receipt in writing.
  4. Unless otherwise agreed, the (total) price for the respective tool becomes only due after an approval with grade 1 (one) of the initial sample test report.
  5. At the latest with the first handing over of the tool to e.GO as being completely manufactured according to supplier’s opinion or at the latest upon full payment of the agreed consideration, whatever occurs first, the complete ownership of the respective tool is transferred to e.GO free from any rights and claims of third parties. If e.GO, according to a payment schedule agreed with the supplier, pays the consideration for the respective tool only partially or in instalments, the ownership of the tool is transferred at least in a portion which is equal to the ratio of the paid portion compared to the totally agreed consideration, so that e.GO will become a co-owner. Until the full or partial trans-fer of ownership of the respective tool, the supplier transfers to e.GO the pledged property of the respective tool in order to secure e. GO’s rights and claims with regard to such tool. The supplier shall, upon e.GO’s request, confirm the ownership or co-ownership of e.GO (e. g. by an inventory).
  6. The Suppler shall keep the tools at own cost in good working order, shall especially treat and store the tools in a professional and appropriate manner and take care for the maintenance and necessary repair works. If a certain output (e. g. number of shots) is agreed, the aforementioned only apply until the agreed out-put has been reached.
  7. The supplier shall undertake to insure the tools at own costs for their replacement value under an all-risk-property insurance against destruction and damages. Especially the risks of fire, lightning, explosion, storm, supply water damage, high water, theft and leakage of sprinkler systems must be insured.
  8. The supplier shall surrender the tools to e.GO or scrap the tools after a written request of e.GO. Until the surrender or scrapping of the tools the supplier will keep the tools safe and free of charge. A scrapping or other disposal of the tools may only occur after e.GO’s written consent.
  9. Tools which are owned or co-ownership by e.GO may only be used for the fulfilment of the obligations of the supplier towards e.GO.

XIII. Development Services
If the supplier carries out development work for production material or means of production (in particular tools) for e.GO whose costs are reimbursed by e.GO either separately and/or by means of the price paid for the goods (order development), the following shall apply:

  1. The supplier shall reach a development result that is free from the industrial and intellectual property rights of third parties.
  2. If the development results are protected by industrial proper-ty rights, like e. g. patents, utility models or copyrights of the supplier, the supplier shall grant the non-exclusive, non-remunerable, irrevocable, sublicence able, transferable right, unlimited in terms of time, place and content to use and exploit such development results as desired and in any manner. If de-velopment results are in the form of software the rights of use and utilisation shall not be restricted to the object code. e.GO is entitled to request the handover of the source code and the documentation.

XIV. Provision of Spare Parts

  1. The supplier shall undertake to warrant the provision of spare parts for the envisaged lifetime of the end products for which the goods are to be used. The minimum period shall be 10 years after the end of the series production of the goods. In good time before the expiry of the minimum period, the supplier shall grant e.GO the option to place a concluding order for the all-time requirements of e.GO for such good.
  2. The prices for spare parts after the end of the serial produc-tion shall be equal to the last applicable serial price plus any extra costs proved by the supplier, like e. g. higher setup costs, packaging costs or transportation costs.

XV. Termination of Supply Agreements

  1. e.GO is entitled to terminate contracts providing for a re-peated or longer term delivery of goods without cause with a prior written minimum notice period of six months and the supplier with aprior written minimum notice period of twelve months. The claims of the the supplier with regard to binding production or material release periods are not limited by such terminations.
  2. If the supplier terminates according to clause XV. 1. above, the supplier will provide upon request of e.GO and against reim-bursement of its costs all reasonable assistance that is necessary for a change to an alternative supplier.
  3. The right of both parties to terminate supply relationships with immediate effect according to the provisions of the appli-cable law remains reserved.

XVI. Information Security, Cyber Security
The supplier has the obligation to implement and maintain appropriate protective technical and organizational measures in line with the current state of the art which assure the proper security of information or data of e.GO or of data which are transmitted to e.GO.

XVII. Sub-suppliers, Subcontractors

  1. Unless otherwise agreed in writing, the supplier will engage its sub-suppliers or subcontractors accordingly with regard to all obligations in connection with the supply and service relation-ships with e.GO.
  2. Unless otherwise agreed in writing sub-suppliers and subcon-tractors of the supplier are regarded as supplier’s vicarious agents and the supplier assumes responsibility for acts and omis-sions of those sub-suppliers and subcontractors in the same manner as for own acts or omissions.

XVII. Sub-suppliers, Subcontractors

  1. If in these General Terms and Conditions of Purchase written form is required, such form shall be deemed to be satisfied also by text form (e. g. e-mail).
  2. Should any provisions of these General Terms and Conditions of Purchase be or become invalid or unenforceable, the effec-tiveness of the remaining provisions shall be unaffected. The parties shall replace the invalid provision with a valid, enforcea-ble provision that comes as close as possible to the economic purpose of the original provision. This applies accordingly in the event of any gaps.
  3. These General Terms and Conditions of Purchase and the supply and service relationships between e.GO and the supplier as well as any conflicts in connection with such relationships shall be governed exclusively by German law, excluding any conflict of law provisions and excluding the Vienna UN Conven-tion on the International Sale of Goods / CISG.
  4. If the supplier has its registered office in a country of the European Union or in Switzerland, the courts of the place of business of e.GO shall have jurisdiction over all disputes arising out of or in connection with these General Terms and Conditions of Purchase, unless and insofar as not otherwise regulated by mandatory law or unless otherwise agreed between the Parties in a higher ranking agreement.
    In all other cases all disputes arising out of or in connection with these General Terms and Conditions of Purchase and the supply and service relationships between e.GO and the supplier, shall be exclusively and finally be settled according to the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules. The place of arbitration is Aachen. The language of arbitration is German, if the supplier has its place of business in a German-speaking country; in all other cases the language of the arbitra-tion proceedings is English.

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