Terms and conditions of purchase 10/2025 Issue: 10/2025 § 1 General provisions 1.1 These terms and conditions of purchase apply only to companies and legal entities under public law. They do not apply vis-à-vis consumers. In any case, individual agreements made in individual cases with the contractual partners take prece- dence over these terms and conditions of purchase. The content of such agree- ments is governed by a written contract or our confirmation in text form. 1.2 These terms and conditions of purchase exclusively apply to all existing or future agreements on the provision of goods/products or services (”Supply Contract“) by Supplier, or company affiliated with Supplier, to AMKmotion GmbH + Co KG or com- pany affiliated with AMKmotion without the need of repeated reference to them in each individual case. Supplied goods are hereinafter referred to as “products” or “delivery item”. Conflicting or terms and conditions of Supplier not included in these terms and conditions of purchase do not apply unless explicitly acknowledged by us, even if we accept or pay deliveries or services without res- ervation in the knowledge of such terms and conditions. Collateral agreements, supplements and special agreements must be confirmed by us in writing. 1.3 The regulations of a quality assurance agreement (QAA) if any over- ride the regulations of these terms and conditions of purchase. The regulations of a (framework) purchase agreement override the quality assurance agreement and the terms and conditions of purchase. the right to make copies of the data and store them on other data carriers. This technical documentation is an integral part of of the delivery scope and AMKmotion is entitled to retain 10% of the order value until shipment to AMKmotion. § 5 Transport, packaging 5.1 Shipments must have the required clearly visible transport documents attached to the outside of the product. They must be suitable to identify the product, particular- ly a delivery note with the following information (if any): the order or customer pur- chase order number, product type and product designation,the AMKmotion material number, the quantity supplied, a partial delivery note, the Supplier article number. 5.2 The product is delivered in a suitable, environment-friendly packaging. § 6 Force majeure In case contractually owed performances are impossible due to force majeure, the parties are exempted from the impossible obligation for the duration of the force majeure. If the events have a more than insignificant duration and waiting is not acceptable for AMKmotion, particularly to ensure a punctual fulfillment of delivery obligations, AMKmotion is entitled to withdraw from the contract fully or partially. Events falling within the meaning of force majeure include, for instance, natural disasters such as fires, floods, earthquakes, hurricanes or other extreme natural events, unrest, wars, sabotage, terrorist attacks, pandemics, epidemics, official orders and other, similarly unpredictable and unavoidable events. § 2 Conclusion of contract and contract amendment 2.1 In the offer, Supplier is obliged to comply with our inquiry and to specify any de- viations explicitly. Quotations are free of charge for AMKmotion. Drawings and other documents made available for the preparation of the quotation must be returned to us upon submission of the quotation. All inquiries and documents are trade secrets and must be treated with the strictest confidentiality. 2.2 Orders, contracts and forecast delivery schedules of AMKmotion (“Order”) as well as any amendments and supplements must at least be in text form. Oral orders or orders made over the phone are only binding if they are confirmed by subsequent submission of the orders in text form. 2.3 The supply contract becomes effective with the confirmation of the order or the commencement of the deliveries or the provision of services. Deviations from our order must be explicitly confirmed in at least text form to become a part of the contract. In the event that Supplier does not accept the order within 10 (ten) cal- endar days, we are no longer bound by the order. AMKmotion has the right to revoke the order at any time until the acceptance of the order. At the latest, forecast delivery schedules become binding in case Supplier does not object within three (3) work days after receipt. 2.4 Within reasonable limits, AMKmotion can demand Supplier to change construction and design of the delivery item. The parties undertake to settle any resultant lesser or greater costs, as well as supply deadlines, reasonably by mutual agreement. 2.5 The specifications provided by us in the individual case (drawings, data sheets, technical descriptions, specifications and other technical requirements) including tolerance notes are binding. With the acceptance of the order, Supplier acknowl- edges that they have informed themselves about the method of execution and the scope of performance by studying the existing documents. Supplier immedi- ately verifies if the specification provided by AMKmotion is incorrect, unclear, incom- plete, or different from the sample. In the event that Supplier realizes that this is case, Supplier will inform AMKmotion immediately in at least text form. § 3 Delivery dates and delivery times 3.1 The agreed delivery times and delivery dates must be strictly observed. Unless otherwise agreed, all deliveries are DAP Kirchheim (INCOTERMS 2020); decisive for meeting the delivery time is the day the product receipt by AMKmotion. Suppliers take out a transport insurance at their own expense, the proof of which will be forwarded to AMKmotion upon request. 3.2 In case the agreed delivery date is not met, AMKmotion is entitled to statutory rights. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of these rights. If Supplier anticipates difficulties with respect to production, precursor material supply or other circumstances that could interfere with Sup- plier’s ability to deliver in time or the agreed quality, Supplier immediately notifies AMKmotion in at least text form stating reasons and the expected duration of the delivery delay to obtain our decision in at least text form on maintaining the order. 3.3 If Supplier is in arrears with the delivery, AMKmotion, without prejudice to statutory rights, is entitled to claim lump-sum liquidated damages to the amount of 0.5 % of the net order value per commenced week, but no more than 5% of the net order value. The right to furnish proof of a higher or lower damage remains unaffected. 3.4 We are entitled to refuse the acceptance of incomplete deliveries or products delivered before the delivery date stated in the order and can return them at the expense and at the risk of Supplier. The contractual partner is not entitled to partial deliveries without our prior consent. 3.5 Unless evidence to the contrary is presented, the values ascertained by us upon product receipt are decisive for quantities and weights. § 4 Product specifications, documentation 4.1 Supplier guarantees that all statutory provisions, regulations and standards rel- evant for the delivery item, in particular all provisions regarding product safety, materials, and environmental protection (e.g. the “Regulation concerning the Registration, Evaluation, Authorization and Restriction of Chemicals” (REACH) and “The Restriction of Hazardous Substances Directive”, as well as the CE con- formity, are met. 4.2 A detailed product documentation with information and drawings on the design, construction and functioning of the products and parts lists for the spare parts iden- tification are included in the delivery scope. Supplier undertakes to forward both a print and a PDF file version of the complete product documentation in line with the statutory provisions in German, English and the national language specified in the order at the latest upon delivery of the product to AMKmotion. AMKmotion is entitled to use this documentation in particular for product documentations, trainings or other publications, as well as to edit, store and combine the works with other works, distribute them in digital networks and make them available to end users including § 7 Price setting and transfer of risk 7.1 Unless otherwise agreed, the agreed prices are firm and fixed prices Ex-works in- cluding packaging. All prices displayed are net prices exclusive of sales tax (if any). 7.2 Price increases and excess or short deliveries must be approved by us in advance in at least text form. In the event of a reduction of the market price or the cat- alogue price for the deliveries, the parties consult each other on a reasonable reduction of the price. 7.3 Place of performance is the place to which the product is to be delivered accord- ing to the order. Supplier bears the risk of accidental loss, destruction or deterio- ration of the purchased item and, as a result, the transport risk until acceptance of the product by us, or our agent, at the place to which the product is to be delivered according to the order. Even if mail order purchase has been explicitly agreed, the risk of accidental loss or deterioration only passes to AMKmotion when the product is handed to AMKmotion. If an acceptance has been agreed, it shall be decisive for the transfer of risk. The transfer of ownership of products ordered by way of single supply agreement to AMKmotion is performed unconditionally and regardless of the payment of the purchase price. § 8 Terms and conditions of payment 8.1 Unless otherwise agreed, prices are due for payment, at our discretion, either within 14 days with a 3 % discount, or after 30 days minus a 2 % discount, or after 60 days without any deduction after the complete receipt of the product or performance of the service and receipt of the invoice. 8.2 All payments are made with the reservation of invoice verification using a pay- ment method of our choice. In the event of a faulty delivery, AMKmotion is entitled to withhold payment until proper fulfillment, in fact without loss of discounts, cashbacks and similar payment benefits. § 9 Third parties Supplier perform the services under the supply contract on their own and are not entitled to transfer them to third parties without the prior consent by AMKmotion in at least text form. Supplier ensures the faultlessness of third-party services and supplies. § 10 Incoming products inspection AMKmotion immediately inspects incoming products with respect to identity and completeness as well as obvious defects (i.e. transport damages, wrong and short delivery). If inspections reveal discrepancies, AMKmotion will inform Supplier within 8 (eight) work days. If AMKmotion detects a defect later during further processing or while using the product, Supplier is also notified of the defect within 8 (eight) work days. AMKmotion is not obliged to carry out any further inspections or notifi- cations vis-à-vis Supplier besides those mentioned above. To this extent, Supplier waives the defense of late defect notification. § 11 Product defects 11.1 Supplier guarantees that its products and services fully meet the specifications, that they are free from defects in quality and title, particularly as regards construc- tion, workmanship and materials and that they are suitable for specific purposes. Products that do not meet the above requirements are deemed defective. 11.2 In event of a defect, AMKmotion,at its discretion, is entitled to demand the delivery of a faultless product or repair or rework at the expense of Supplier. The right to refuse performance pursuant to section 439 subsection 3 of the German Civil Code (BGB) remains unaffected by this. Supplier reimburses all costs incurred by remedying the defect, especially labor and service costs, costs for materials, logistics, transport, customs, as well as troubleshooting, testing and analysis costs. Supplier is entitled to two attempts at subsequent rectification of the defect. 11.3 If Supplier does not meet their subsequent performance obligation within the stip- ulated, or a reasonable, period (immediately), AMKmotion is entitled to remedy the defects themselves at the expense of Supplier or have them remedied. The same applies if the subsequent performance by the Supplier fails or is unacceptable for AMKmotion, e.g. especially to counter imminent dangers or avoid severe damage in urgent cases. 11.4 The time limit for the liability for defects is 24 months from commissioning of the AMKmotion machine/system into which product of Supplier is integrated, at most however 30 months from delivery to AMKmotion.In the event that AMKmotion has granted a longer time limit to their customer, AMKmotion and Supplier shall nego- tiate a reasonable time limit extension in accordance with clause 1. If Supplier has met the duty of subsequent performance by way of replacement delivery or rework in a more than insignificant scope, it is agreed that the warranty period for the replaced or reworked parts recommence. 11.5 In case that AMKmotion has performed rework for their customer after expiry of the time limit according to 11.4 or reimbursed costs (“goodwill”), AMKmotion and Sup- plier agree by mutual consent on a reasonable contribution of Supplier. 11.6 Further or other rights by applicable law remain unaffected. Payment by AMKmotion shall not be deemed acceptance of the delivery as faultless. § 12 Compensation, product liability and recall, insurance 12.1 In the event a product liability claim is asserted against AMKmotion by a customer or third party, Supplier is obliged to hold AMKmotion harmless from such claims on first demand, if the claim is based on a defective delivery or other neglect of duty. If a recall action or other measure is required to avoid further damage or risks for peo- ple and property or if AMKmotion believes that such a measure is necessary, Supplier is liable to AMKmotion for all costs and damages associated with the measure to the extent to which the measure is attributable to the defective delivery. 12.2 Supplier is responsible for adequate insurance coverage, and in particular, effects a simple and an extended product liability insurance with liability limit of not less than 10 million EUR per damage case. Supplier submits proof of the insurance coverage by other appropriate means upon request. The liability of Supplier re- mains unaffected by the insurance coverage. § 13 Supplier regress 13.1 AMKmotion is without limitation entitled to the statutory provisions in the case of supplier regress of AMKmotion within the supply chain (supplier regress pursuant to sections 445a, 445b, 478 of the German Civil Code (BGB)), in addition to the statutory claims for defects. AMKmotion is in particular entitled to demand the kind of subsequent performance (rework or replacement delivery) of Supplier that AMKmotion owes to their customers in the individual case. This does not restrict the statutory right to choose. 13.2 The claims of AMKmotion from supplier regress apply even if the defective products were processed by AMKmotion or another company. 13.3 In addition, Supplier is liable as provided by the law. § 14 Provision of materials and tools 14.1 The materials, drawings, samples, models, measuring and other equipment or tools (“provision of materials”) provided by AMKmotion remain the property of AMKmotion; they may only be used to fulfill the contractual obligations owed to AMKmotion. 14.2 Tools produced by Supplier or ordered from third parties on our behalf that AMKmotion pays separately or via the unit price become our property with the production or purchase by by Supplier and are clearly marked as such as well as stored separately. 14.3 The materials and tools are provided to Supplier on a loan basis. Supplier is obliged to use the provided materials and tools exclusively for the production of parts intended for AMKmotion, store them free of charge and immediately return them to us upon request without any right of retention. Supplier undertakes to carry out maintenance, servicing and keep the provided materials and tools at their own expense. Supplier insures them and submits proof of the insurance coverage upon request. 14.4 At the end of the business year - per due date 31 December, - Supplier prepares an inventory report on all materials in our property and submits it to the purchas- ing department without special reminder until 10 January of the following year at the latest. § 15 Property rights and intellectual property 15.1 Supplier guarantees that all Products and software if any are free from any third-party property rights, and that no third-party property rights or license rights are infringed by the delivery or use of the delivered items. Supplier indemnifies AMKmotion at first demand from third-party claims for any property right infringe- ments and bears all costs incurred in the process. § 16 Compliance 16.1 Supplier ensures that the statutory provisions and internationally recognized standards, especially the German Act on Corporate Due Diligence Obligations for the Prevention of Human Rights Violations in Supply Chains designed to protect the environment and strengthen respect of human rights, especially the prohibition of child and forced labor and discrimination, provisions on minimum wages, the safety and fundamental rights of workers, are complied with, as well as the applicable anti-corruption and antitrust laws. Suppliers must introduce an environmental management system pursuant to DIN ISO 14001. The Supplier is fully familiar with the AMKmotion code of conduct, which can be down- loaded from the website of AMKmotion (www.AMK-motion.com) . Supplier guarantees to comply with these provisions to the same extent as AMKmotion. 16.2 Supplier indemnifies AMKmotion at first demand from third-party claims for any property right infringements of their obligations under item 16.1 and bears all costs incurred in this context. § 17 Work on company premises 17.1 Persons working on company premises of AMKmotion or the Supplier in the per- formance of the Supply Contract must adhere to the provisions and instructions of AMKmotion or the Supplier, in particular the provisions of the respective company, occupational safety, environmental protection, and compulsory identification regulations. 17.2 AMKmotion or their customer are liable for damages of Supplier or persons commissioned by Supplier to perform this contract or a single supply contract occurring on the premises of AMKmotion or their customer only in cases of intent and gross negligence, excepting liability for damages of the injury of life, limb or health. To the extent that the liability of AMKmotion or their customer is excluded or limited in the following, the same applies to the personal liability of employees, workers, staff, representatives and agents of AMKmotion or their customer. § 18 Export provisions / Supplier declarations 18.1 Supplier is obliged to inform AMKmotion in at least text form on any authorization requirements or limitations of (re-)exports applicable to their goods according to German, European, US export and customs provisions, as well as the export and customs provisions of the country of origin of their goods, in their business docu- ments. Upon separate request by AMKmotion, Supplier submits an adequate certificate of origin with all information required for export to countries outside the EU. 18.2 Supplier informs AMKmotion on a yearly basis on the country of origin in accordance with the conformity declaration, and immediately in the event of changes in less than a year. Supplier undertakes to issue long-term supplier declarations within the meaning of section 57 cont. of the Implementation Order (EU) 2015/2447 of the Commission of 24 November 2015 (Zk-DVO, Regulation implementing the Community Customs Code). § 19 Confidentiality 19.1 All information, including formulas, drawings, specifications, models, tools, cal- culations, plans, technical documents, processing methods, software and other technical and commercial know-how („Confidential information“) made available by AMKmotion, or received by Supplier from AMKmotion, must be kept secret by Supplier if the knowledge contained in the documents is not, or has not become, public knowledge and may only be used to perform the orders and services owed to AMKmotion. Confidential information may only be made available to persons who must have knowledge of it due to the business relationship and who are bound to confidentiality by this regulation. The same applies to work results from using confidential information. 19.2 In the event that Supplier produces goods using confidential information or tools by AMKmotion, the goods may only be used by Supplier, or offered or delivered to third parties, with the prior consent by AMKmotion in at least text form. § 20 Data storage 20.1 AMKmotion informs Supplier that personal data – if and to the extent required for business purposes and permitted under the General Data Protection Regulation - are stored electronically and will be processed by AMKmotion for the purpose of fulfilling the contract. Legal basis for the data storage is section 6 subsection 1 lit. b) of the General Data Protection Regulation. 20.2 Controller within the meaning of section 4 subsection 7 of the General Data Protection Regulation is AMKmotion GmbH + Co KG, Gaußstraße 37-39, 73230 Kirchheim unter Teck, Germany, Phone: +49 7021 5005-0. You can contact the AMKmotion privacy officer by email at daten- schutzbeauftragter@amk-motion.com or by mail using the above postal address with the addition “for the attention of the data privacy officer”. 20.3 For more information on the processing of personal data by AMKmotion, including your rights, please visit https://www.amk-motion.com/de/datenschutz. § 21 Jurisdiction, Applicable Law The place of jurisdiction is at the choice of AMKmotion the registered office of AMKmotion GmbH + Co KG or the place of fulfillment. AMKmotion is however also entitled to sue Supplier at their own jurisdiction. The supply contract is governed by the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG). § 22 Severability clause If any provision of this agreement is or shall become invalid or unenforceable, this does not affect the validity of the remaining provisions. The ineffective provision will be replaced by a provision as close as possible to the legally permissible mate- rial content. AMKmotion GmbH + Co KG Gaußstraße 37-39 73230 Kirchheim unter Teck Germany www.amk-motion.com
