STANDARD PURCHASING TERMS

1.    Scope of Application

• a.    The following standard purchasing terms („SPT“) shall apply to all legal relations between Kalle GmbH, Kalle Casings GmbH & Co. KG, Kalle Management GmbH and Oskutex GmbH (hereinafter referred to „Customer“) and its respective supplier, service provider, contractor (pursuant to Sec. 631 German Civil Code „BGB“ or provider of other works (hereinafter referred to „Contractor“) unless expressly agreed otherwise in any given case generally or for specific individual matters.
• b.    We will not generally recognise any standard terms and conditions of the Contractor, even if we do not expressly reject such terms and conditions. Neither an unconditional acceptance of goods or services nor the unconditional payment of the Contractor’s invoices will be deemed a recognition or acknowledgement of its standard terms and conditions. The INCOTERMS 2020 of the International Chamber of Commerce in Paris shall also apply, if agreed upon.
• c.    Any derogations from, modifications and/or supplements to agreements between the Customer and the Contractor, including these SPT, must be made in writing. Any waiver of this writing requirement must be in writing. 
• d.    The SPT and any contracts, which form the basis of these SPT, are governed exclusively by German law with the exclusion of international uniform law, in particular the UN Convention (CISG).
• e.    If any of the following terms and conditions are not valid vis-à-vis contracting partners that do not qualify as entrepreneurs, governmental legal entities or special governmental funds, then such provisions will remain valid vis-à-vis any Contractor who qualifies as a merchant within the meaning of § 310 (1) of the German Civil Code ("BGB").
• f.    These SPT do not apply to purchase contracts, in which the Customer acts as a seller. In this case the Customer’s standard terms and conditions for sales contracts apply, available at kallegroup.com/agb/.

2.    Offer and Order

• a.    The Contractor’s offer must hold exactly to the terms of the inquiry by the Customer and shall expressly reference any deviations therefrom. The offer must be made free of charge and shall establish no obligation on the part of the Customer.
• b.    All correspondence must include the complete order number, the order date and the Customer's reference number. The Contractor shall be responsible for all consequences resulting from the failure to comply with this requirement, to the extent that he is unable to prove that he was not responsible thereof.
• c.    Without prejudice to deviating terms issued by the Customer and notwithstanding the possibility to withdraw an offer prior to acceptance, the Contractor may only bindingly accept the orders issued by the Customer in a written form within 2 weeks.

3.    Prices and Terms of Payment

• a.    Unless otherwise agreed, the agreed prices are fixed prices. These prices include the costs of packaging, freight, transport to the place of delivery as stipulated by the Customer, and the costs of any transportation insurance. The agreed prices are net prices and do not include the statutory value added tax.
• b.    Unless otherwise agreed, after delivery or acceptance of goods or works without defects, and after the documents required in the order together with a conforming and auditable invoice are received, the payments shall be made either within 30 days net or within 14 days of receipt of the invoice to qualify for a 2% discount.
• c.    The prices shown in the order accepted by the Contractor will be binding, irrespective of the date on which the delivery is made. Prices may not be increased thereafter even in the face of increased costs, in particular for labour or material.

4.    Delivery Schedule and Delivery

• a.    The delivery and/or completion deadlines stipulated in the order are binding.  The Customer must be given prompt written notice of any circumstances, which may render or threaten to render compliance with the delivery and/or completion deadlines stipulated in the written order impossible, as well as the estimated duration of the delay. Upon the demand of the Customer or its authorised representatives, the Contractor must disclose the status of the production or degree of completion.
• b.    If, as a result of force majeure, the delay in delivering the goods and services is no longer reasonable for the Customer, then the Customer may rescind the respective contract.  Continued waiting will generally be deemed unreasonable if such additional waiting would lead to lasting disruptions in the Customer's business operations. Irrespective thereof the Customer shall be entitled to the statutory rights of rescission and termination, in particular for good cause. 
• c.    To a contract for the sale of goods (including contracts dealing with the supply of movable things to be produced or manufactured) the following shall apply: 
  • i.    The Customer and its authorised representatives may apprise themselves of the status of production at the manufacturing site during normal business hours.
  • ii.    If the Contractor is placed into default with respect to its delivery, then the Customer shall have the right, beginning with the date of the default, to enforce liquidated damages in the amount of 10% of the value of the delivery for each completed week. The Customer, nevertheless, reserves the right to assert additional damages. The Contractor is permitted to prove that the default caused lower damages. A notice of default or the setting of a grace period will not be a pre-requisite for establishing the default, if the Contractor indicates that it could not successfully perform within even the grace period.  Otherwise, the Customer retains all other statutory rights in the event of a delay in delivery.
  • iii.    The bill of delivery and packing labels must be included with the delivery.  The Contractor must select the means of transportation that is least expensive and most suitable for the Customer.  The order forms stipulated by the Customer and the instructions to the unloading site must be indicated in full on all shipment notices, bills of delivery, packing labels, consignment notes, invoices and all external packaging. The Contractor shall bear the costs and risk of loss with respect to all stored shipments that cannot be handed-over as a result of a failure to comply with these terms.
     

5.    Warranty

• a.    Warranty claims shall become time-barred within the period provided by legal statute of limitation, in particular pursuant to Sec. 438 and 634a BGB.
• b.    Statutory claims for defects shall be available to the Customer without any restrictions.

6.    Liability

• The Contractor’s liability – based on whatever legal theory – for any and all damages, which the Customer incurs in connection with the delivered goods and/or the executed works and/or delivered service (specifically resulting from the use of the delivered goods and/or executed work in accordance with applicable provisions and rules), will be governed by statute. The Contractor’s liability according to explicit rules in these SPT (e.g. for delay damages) remain unaffected thereof.

7.    Rights to Documents and Confidentiality

• a.    The Customer reserves all proprietary rights or copyrights in any drafts, standards, policies, analytical methods, formulae, samples, calculations and other documents to which the Contractor becomes in any way privy in connection with performance of the agreement, the initiation of the contractual relationship, or otherwise.
• b.    During the term of the agreement and thereafter, the Contractor shall treat as strictly confidential the aforementioned documents and any and all information (technical and business in nature) to which it otherwise became privy, shall use such documents and information only for purposes of the respective agreement and shall disclose such documents or information to his employees, suppliers, sub-contractors and other third parties only, if 
  • i.    he has imposed concomitant obligations upon them and
  • ii.    the disclosure is necessary to achieve the respective purpose of the contract. 
• c.    Confidential information is any information which is neither collectively nor in detail known or readily accessible to persons of the relevant public that usually deals with information of such kind, and which is, therefore, of economic value to the Customer. Confidential information includes in particular the documents set forth under Clause 7 a). Contractor is aware that we protect such information adequately, in particular by these STP.
• d.    In the event that confidential information according to these STP, does not meet the requirements for a business secret under the German Business Secret Law (Geschäftsgeheimnisgesetz), the confidentiality obligations of these STP shall still apply to such information.
• e.    Following the conclusion of the ordering process, the Contractor shall promptly return to the Customer all delivered drafts, standards, policies, analytical methods, formulae, illustrations, templates, calculations and other documents as well as any copies thereof.
• f.    The aforementioned covenants shall not apply to any information, 
  • i.    which is already known to the Contractor,
  • ii.    which is in the public domain (state of the art) or 
  • iii.    which enters the public domain through no fault of the Contractor, which the Contractor lawfully obtains from a third party, or
  • iv.    which was developed by the Contractor as part of its own independent development work.  
• The Contractor must provide the Customer with all documents that are required in order to discuss the subject matter of delivery or works.  Such a discussion or other involvement of the Customer is solely the responsibility of the Contractor and will not release it from any warranty or other obligations.  Any documents of any type, which the Contractor requires for using, erecting, assembling, processing, storing, operating, servicing, inspecting, maintaining  and repairing the subject matter of delivery or works, must be furnished free of charge to the Customer in a timely and unsolicited manner.

8.    Rights to Production Materials

• a.    Upon full payment, the Customer shall obtain title to all forms, models, tools, etc., which the Contractor created exclusively in order to perform the order, even if the Contractor retains possession thereof. 
• b.    The parties agree that the Contractor will continue to hold the forms, models, tools, etc., on behalf of the Customer. The Customer may at any time demand repossession of such property. The Contractor waives it right to withhold the property, unless such rights are asserted on the basis of a final, non-appealable judgment or pursuant to counterclaims that have been recognised by the Customer.
• c.    The Contractor is obligated to use the forms, models, tools, etc. solely for the manufacture of the goods or completion of the works or services ordered by the Customer. The Contractor is obligated at its own cost to insure the Customer’s tools against fire, water and theft damages. The amount of insurance coverage shall equal the replacement value of the tools. At the same time, the Contractor hereby assigns to the Customer any and all indemnity claims arising from such insurance policies, and the Customer hereby accepts such assignment. The Contractor agrees to perform at its own cost any necessary servicing and inspection work as well as all maintenance and repair work on the aforementioned forms, models, tools, etc. in a timely manner. 

9.    Assembly, Servicing, Inspections, Repairs

• If any assembly, servicing, inspections, repairs etc. are performed, then the security and safety provisions for third party enterprises will apply with respect hereto.  If the Customer does not circulate these rules prior to the commencement of the work, then the Contractor must request such forms from the plant safety department. The Customer will not assume any risk regarding the property brought in by the Contractor or the Contractor's employees.

10.    Third Party Rights

• a.    The Contractor warrants that its goods, works or services will not infringe any patents, copyrights, trademark rights or other intellectual property rights held by third parties.
• b.    If, nevertheless, compensatory damage claims are enforced against the Customer based on an infringement of intellectual property rights, then the Contractor shall be obligated to indemnify the Customer and its sub-licensees with respect to such claims and to reimburse the Customer’s reasonable expenses or damages incurred in having to personally defend against the aforementioned claims. The Customer is not entitled to enter into any agreements with the third party to discharge the claims based on the infringement of intellectual property rights without the consent of the Contractor, and specifically not to enter into any settlement. The Contractor's indemnity obligations relate to all expenses, which the Customer or any of its sub-licensees incur from or in connection with the third party's enforcement action.

11.    Place of Performance and Judicial Forum

• a.    Unless otherwise stipulated in the order, the place of performance will be the place of receipt stipulated by the Customer. 
• b.    If the Contractor qualifies as a businessman within the meaning of the German Code of Commerce), governmental legal entities or special governmental funds, the judicial – also international - forum for all disputes arising directly or indirectly from this contractual relationship shall be Wiesbaden. This shall also apply, if the Contractor is an entrepreneur within the meaning of Section 14 BGB - German Civil Code. Mandatory statutory regulations, in particular with regards to exclusive jurisdiction, remain unaffected.

12.    Particular Terms for Works and Services provided by the Contractor

• a.    Liability and Insurance
  • i.    The Contractor shall indemnify the Customer from any and all damage claims raised by third parties and shall compensate any damage incurred by the Customer due to a breach of obligation by the Contractor for which the Contractor, his employees or vicarious agents/assistants are responsible.
  • ii.    If the Contractor has concerns about the materials, lifting equipment, components or other services or instructions provided by the Customer, he has to inform the Customer in writing thereof without undue delay, otherwise he remains fully responsible for the execution of the works and/or the completion of the works fit for purpose.
  • iii.    The Contractor shall take out, at his own expense, liability insurance for the works to be provided by him with sufficient coverage, at least with lump-sum coverage of EUR 2.5 million for personal injury and property damage per insurance incident. Upon demand the Contractor shall produce a corresponding insurance certificate to the Customer.
• b.    Work at Hourly Rates
  • Work at hourly rates may only be performed upon special instruction by the Customer. The Contractor shall evidence to the Costumer the actually performed hours for each employee and submit them for recognition to the Customer within one week. Surcharges for overtime, night time, Sunday and holiday work as hardship allowances shall only be reimbursed, if instructed as such by the Customer.
• c.    Security Retention Amount
  • The Customer shall be entitled to retain payment in an amount of 5% of the invoiced amount as security for future warranty claims based on a works contract. This amount will be released upon presentation of an unlimited of a bank as primary obligor.
• d.    Contractual Penalties for the Contractor’s Delayed Construction Works
  • i.    If the Contractor culpably fails to comply with the agreed date of completion for (1) the construction, reconstruction, demolition, conversion of a structural work, outdoor installations or parts thereof, or (2) for the installation, repair or removal of technical plants or parts thereof, Contractor shall pay for each work day of delay an amount of 0.2% of the net contract price as contractual penalties. 
  • ii.    The contractual penalty shall not exceed a total amount of 5% of the net contract price.
  • iii.    The Customer shall be entitled to damage claims in addition to penalties. However, an incurred contractual penalty shall be credited to such damage claims.
• e.    Social Security Contribution, Minimum Wage
  • i.    During contract execution the Contractor shall observe all statutory regulations, in particular the payment of minimum wages pursuant to the German Minimum Wage Act (Mindestlohngesetz “MiLoG”) and Employ Secondment Act (Arbeitnehmerentsendegesetz “AEntG”) and the payment of social security contributions. 
  • ii.    The Contractor shall indemnify the Customer from any claims related to Sec. 13 MiLoG and 14 AEntG.  This shall also apply to any necessary costs incurred by the Customer due to claims raised by employees or third parties (e.g. social security agencies). The Customer may request adequate securities for the execution of the contract to be provided by the Contractor. Security may be furnished by an unlimited guarantee by a bank as primary obligor. If the Contractor fails to provide such security within two weeks after request, the Customer may rescind the contract.
  • iii.    The Contractor shall evidence payment of the applicable minimum wage as well as documentation pursuant to Sec. 17 para 1 MiLoG and 19 AEntG vis-à-vis the Customer upon his request. In addition the Contractor shall provide the Customer with a corresponding list of further employed personnel (freelance workers, apprentices, trainees, etc.) if asked by him. The Customer shall treat the documents as confidential. 
  • iv.    The Contractor shall, in his turn, impose in the same manner an obligation to observe all statutory regulations, in particular the MiLoG and the AEntG, on subcontractors or temporary works agencies.
  • v.    The Contractor is not entitled, without prior written consent by the Customer, to employ a sub-contractor or temporary works agency to perform his contractual obligations. The Customer may not withhold his consent unreasonably.
• f.    German Renewable Energy Act (Erneuerbare-Energien-Gesetz - EEG 2017) – Obligation to Record Electricity Consumptions at the Wiesbaden site
  • i.    Kalle Casings GmbH & Co. KG has been exempted from the EEG-levy for its production facility at the Wiesbaden site. According to Sec. 62b EEG all electricity consumptions by third parties need to be separated from Kalle Casings GmbH & Co KG’s consumption by calibrated measuring instruments. To this end it is necessary to record the Contractor’s activity within the premises of Kalle Casings GmbH & Co. KG and to document, whether the activity with work equipment involves electricity consumption.
  • ii.    It is mandatory that the Contractor applies mobile calibrated meters when executing works in the Customer’s premises (currently in the following buildings: E322/E332, E483, E498, H238, E357, E349 und E369) in order to record electricity consumption with measuring technologies, if such works involve the consumption of the Customer’s electricity. Mobile meters will be provided to the Contractor by the respective plant or, in the event of an additional demand, by the EMR department free of charge.
     

13.    Data Privacy

• The Contractor is aware and gives his consent to our processing of personal data, in particular of employees and executive bodies of the Contractor, in accordance with applicable data protection regulations. To this extent the Customer may forward personal data to third parties for the purpose of corporate financing and debtor management (e.g. in the context of factoring). Otherwise, the Contractor may refer to the Customer’s special data protection statement available from his website (currently at: https://www.kallegroup.com/data-protection/). The Contractor shall inform his employees and executive bodies as well as other concerned persons about the Customer’s data processing and his information on data protection.

14.    Final Provisions

• Should any provision of these SPT or any part thereof be or become invalid, then the validity of the remaining provisions and the validity of the contract executed with the Contractor will not be affected thereby.

as per February 2026