1. General Information / Scope of Application

1.1 These General Purchase Conditions (GPC) apply to the relationship between EAO AG as the PURCHASER and the SUPPLIER. They shall apply exclusively; any terms and conditions of the SUPPLIER that conflict with or deviate from the GPC shall not be recognized and shall therefore not be binding unless the PURCHASER has expressly agreed to their validity in writing. The present conditions shall also apply if the PURCHASER confirms or accepts a performance of the SUPPLIER without reservation in the knowledge that the SUPPLIER'S conditions are contrary to or deviate from the present conditions of purchase.

1.2 Aside from EAO AG, the GPC also apply to deliveries to all other companies of the EAO Group. The respective supply relationship according to the individual contract is established directly between the SUPPLIER and the respective company of the EAO Group as the PURCHASER. Only the respective PURCHASER shall be liable for the services agreed in the individual contract. Other companies of the EAO Group shall not be deemed to be contracting parties or guarantors and shall not be liable either as joint debtors or as co-debtors for the obligations of the respective PURCHASERS towards the SUPPLIER.

1.3 Unless the applicability of these GPC has already been agreed on in a framework contract, the PURCHASER shall draw the SUPPLIER’S attention to the applicability of these GPC at the latest in the written order. By sending the SUPPLIER’S order confirmation to the PURCHASER or, in the absence of an order confirmation, by any further act of performance, the SUPPLIER acknowledges having read and accepted the GPC. References to the application of the SUPPLIER’S own terms and conditions in the order confirmation or in subsequent documents shall be irrelevant unless the PURCHASER expressly acknowledges their application. In the absence of any later agreement to the contrary, the GPC shall also apply to all future business relations with the SUPPLIER.

1.4 All agreements between the PURCHASER and the SUPPLIER, as well as their amendment or cancellation, must be in writing, whether analog or digital, without the need for signature, unless expressly agreed otherwise. However, to the extent that an agreement is contained in a signed document, it may be validly amended or cancelled only by an addendum that is also signed. The digital scan of a signed document shall in this regard be considered to be equivalent to the original.

1.5 In case of contradictions between different contractual documents, the documents shall prevail according to the order listed below:

a) The respective individual contract (orders) or the individual framework agreement with the call-offs or individual orders made under it;

b) Business Partner Agreement, if concluded;

c) Development Agreement, if concluded;

d) Tooling Loan Agreement if concluded;

e) Basic Framework Supply Agreement, if concluded;

f) Quality Assurance Agreement Industry, if concluded;

g) The present General Purchasing Conditions (GPC) of EAO AG;

h) Request for quotation of the PURCHASER;

i) Offer of the SUPPLIER.

2. Offer / Order

2.1 Delivery obligations under these GPC come into existence through the conclusion of an individual contract (e.g. purchase order, quantity contract) between SUPPLIER and PURCHASER or, if a basic framework supply agreement has been concluded, with individual purchase orders or individual framework purchase orders and call-off orders placed thereunder.

2.2 Orders, delivery schedules or call-offs are generally made in writing, either analog or digital, without the need to sign the order. If SUPPLIER does not object to the order, delivery schedule or call-off within a period of five working days, they shall be deemed accepted.

2.3 The SUPPLIER undertakes to accept call-offs and/or individual orders placed under an individual framework agreement unchanged and undertakes to deliver to the PURCHASER accordingly. If call-offs or individual orders stand in contradiction to conditions agreed in the individual framework agreement (e.g. with regard to specifications, quantities, delivery time, etc.), the SUPPLIER may object within a period of five working days.

2.4 The SUPPLIER shall inform the PURCHASER in writing of any necessary additions or corrections to the scope of the order as soon as this appears necessary on the basis of his expert knowledge.

2.5 If the PURCHASER makes technical changes to the scope of the order, the SUPPLIER shall inform him in writing of the effects of such changes within 5 working days. Thereafter, the parties shall jointly determine the further proceedings.

2.6 The provision of offers to the PURCHASER is free of charge. Unless the PURCHASER’S request for the SUPPLIER’S quotation states otherwise, the offer shall be valid for 90 days and may not be revoked.

3. Price

3.1 Unless otherwise agreed in the order, the agreed prices cover the entire scope of delivery, are fixed prices payable irrespective of currency fluctuations and remain binding until the expiry of the contract. They include packaging, freight and insurance costs as well as taxes and duties excluding VAT. Unless expressly stated otherwise, all prices are in CHF.

3.2 If the price has not been finally and unambiguously agreed, the SUPPLIER shall notify the PURCHASER of the price as soon as possible, but no later than within 10 days of the order. In this case, the PURCHASEDR reserves the right to cancel the order up to 10 days after notification of the price without incurring any costs. If the price or elements thereof are not explicitly or belatedly indicated by the SUPPLIER, it shall be presumed that the price is determined according to the current market prices customary in the industry (precious metals, etc.).

3.3 In determining the price, the precious metal and alloy surcharges on the date of the agreed or effective delivery, whichever is lower, shall apply. Precious metal and alloy surcharges shall be shown separately in the invoice.

3.4 If the SUPPLIER provides accompanying services to the PURCHASER in connection with deliveries, these are not to be paid for separately in the absence of a written agreement to the contrary, respectively the remuneration for such services, including compensation for expenses, is included in the agreed purchase price for the deliveries.

4. Payment Conditions

4.1 Unless otherwise agreed, the PURCHASER shall pay the purchase price in the agreed currency within 60 days after receipt of the complete scope of the deliverables, including all documents to be applied and the invoice; however, at the earliest within 60 days after the agreed delivery date or after the agreed end of assembly.

4.2 If the invoiced amount is paid within 14 days of receipt of the invoice, the PURCHASER shall be entitled to a discount of 2% of the invoice amount excluding taxes, duties and fees, which shall be shown separately. The PURCHASER reserves the right to offset counterclaims of the PURCHASER as well as of other companies of the EAO Group. The SUPPLIER is not entitled to assign claims against the PURCHASER to third parties or to declare offsetting against the PURCHASER and other companies of the EAO Group without the PURCHASER’S consent.

4.3 The PURCHASER does not agree to cash on delivery or payment by bills of exchange or checks.

4.4 In the case of advance payments, the SUPPLIER shall, upon request, furnish an irrevocable bank guarantee, payable on first demand, in the amount of the advance payment, issued by a first-class bank acceptable to the PURCHASER.

5. INCOTERMS

Unless there is a separate agreement between the parties, delivery shall be made bearing the costs, and freight DAP "Company Headquarters" Incoterms 2020, including packaging, excluding customs duties, taxes and other charges. The agreed INCOTERMS also apply regarding the transfer of risk.

6. Availability Optimization through Planned Quantities and Releases of Material

6.1 For the purpose of optimizing availability of SUPPLIERS deliveries, the PURCHASER shall depending on the situation provide demand forecast figures. Unless expressly stated otherwise, demand forecast figures are only to be considered as planning aids of the SUPPLIER and remain non-binding for the PURCHASER.

6.2 In order to meet the requirements of high procurement times for raw materials and components, the PURCHASER and SUPPLIER may agree on releases for the purchase of such pre-materials by the SUPPLIER. If the PURCHASER thereafter does not call off the items to be delivered under the purchase agreement with the SUPPLIER within 19 months of the date of such release agreement, the PURCHASER shall reimburse the SUPPLIER for the proven cost of the pre-materials purchased according to the release, but only to the extent that SUPPLIER can prove that he could not otherwise use or sell them within a reasonable period of time. In the event of a sale of the materials purchased under the release, the PURCHASER shall bear any difference in costs reasonably incurred. In the event of a reimbursement for the pre-materials if they cannot be sold or used by the SUPPLIER, the PURCHASER shall be entitled to demand delivery of materials.

7. Safety Strategy and Safety Stock

In order to ensure fulfillment of delivery obligations, the SUPPLIER will maintain appropriate stock with adequate reserves and contingency planning / a security strategy.

8. Delivery Time and Consequences of Late Delivery; Withdrawal from the Agreement

8.1 The PURCHASER expects receipt of the full scope of delivery on the agreed date. Partial deliveries are only permitted after prior agreement with the PURCHASER. Early deliveries shall only be accepted with the prior written consent of the PURCHASER. In this case, the PURCHASER is entitled to deduct the costs arising from the early delivery (storage costs, etc.) from the purchase price. The delivery date is met:

a) in the case of delivery ex works, if the agreed delivery is ready for dispatch and this has been communicated to EAO the latest by the delivery date.

b) in all other cases of delivery of goods, if the agreed delivery arrives at the place of destination by the latest by the delivery date.

c) In case of services, when the service has been completely provided and accepted by the PURCHASER.

8.2 If the SUPPLIER must assume that the delivery cannot be carried out on time, in whole or in part, he must inform the PURCHASER of this without delay, stating the reasons and the probable duration of the delay. The SUPPLIER undertakes to make all reasonable efforts, at its own expense, to avoid or remedy any delay in delivery or to procure a replacement from a third party. The SUPPLIER may only invoke the absence of the necessary documents or supplementary objects or individual parts to be supplied by the PURCHASER if it has requested them in good time or, where deadlines have been agreed, if it has sent a reminder without delay.

8.3. The SUPPLIER acknowledges that compliance with the agreed delivery date is of central importance. The SUPPLIER undertakes to pay 1% of the purchase price for each week of delay in delivery, up to a maximum of 10%, as a penalty, regardless of fault or proof of damage. Payment does not release the Purchaser from further compliance with his contractual obligations. The PURCHASER is also entitled to assert further claims for breach of contract, in particular claims for compensation for damage and consequential damage, for enforcement in kind and for substitute performance. Shortages of raw materials and delays of other suppliers or sub-suppliers shall not be considered as force majeure, but shall rather be avoided by the SUPPLIER through a foresighted stock-keeping and adequate reserves.

8.4 Upon the occurrence of the delay or if it is determined in advance that the delivery date cannot be met, the PURCHASER reserves the right, at its discretion, either to adhere to the complete delivery, to accept partial deliveries or to withdraw from the purchase with immediate effect and to award the contract to a third party. In the latter case, the SUPPLIER shall refund to the PURCHASER all payments made, plus interest on arrears of 5%, and shall reimburse the PURCHASER for any additional costs incurred by subcontracting to a third party. In all cases, the PURCHASER reserves the right to claim the penalty mentioned in the previous section and to make further claims for breach of contract, in particular claims for damages and consequential damages.

8.5 The PURCHASER also reserves the right to withdraw from the contract at any time against reimbursement of costs incurred without giving reasons and to reclaim any advance payments made. Claims for damages by the SUPPLIER are excluded in this case.

9. Packaging, Transport

9.1 Unless otherwise agreed, the deliverables shall be packaged in a customary, appropriate and recyclable manner. The packaging must be carried out in such a way that the goods are effectively protected against damage and corrosion during transport and during any subsequent storage. The SUPPLIER shall be liable for any damage resulting from improper packaging.

9.2 Deliverables that are not packaged or labeled as agreed may be returned by the PURCHASER at the expense of the SUPPLIER. Returned deliverables shall be deemed not to have been provided. If the PURCHASER nevertheless accepts the deliverables and repackages or re-labels them, these packaging expenses (packaging material, disposal, labor costs) shall be borne by the SUPPLIER.

9.3 The SUPPLIER shall be liable for all costs and disadvantages resulting from failure to comply with the PURCHASER’S instructions for transport, customs clearance, etc.

9.4 The SUPPLIER shall conclude a transport insurance and shall have an adequate business liability insurance. At the PURCHASER’S request, the SUPPLIER shall for the purpose of verification provide insight into the relevant insurance documents.

9.5 If special care is to be taken during unpacking or onward transport, the SUPPLIER shall draw the attention of the PURCHASER to this in good time.

9.6 The SUPPLIER undertakes to take back packaging materials that are fit for further use against credit of the amount charged to the PURCHASER.

9.7 Documents: A detailed delivery bill (dispatch bill) must be enclosed with each shipment. The invoice must be sent to EAO in duplicate by separate mail. The provision of further documents, to be specified in the order, remains reserved. If the required shipping documents for a delivery are not sent in accordance with the regulations or are sent prematurely, the delivery will be stored at the expense and risk of the SUPPLIER until their arrival.

10. Labeling, Delivery Notice and Delivery Documents

10.1 Labeling of packaging units/containers

The packaging units / containers must be labeled with a removable, white label and contain at least the following information. The label size and layout can be freely selected by the SUPPLIER:

a) Article number PURCHASER

b) Article designation PURCHASER

c) Drawing number of the PURCHASER, with version

d) Order number or blanket order no. / call-off no. PURCHASER

e) Quantity

f) Production date, batch number SUPPLIER

10.2 Unless otherwise agreed, SUPPLIER shall send the delivery bill with the following minimum information:

a) Complete address of the PURCHASER

b) Complete address of the SUPPLIER

c) Unique delivery bill number of the SUPPLIER

d) Order number of the PURCHASER

e) Material number and designation of the PURCHASER

f) Agreed Incoterms

g) Quantity

h) Number of packaging units

i) Number of returnable packaging units

j) Gross and net weight

k) Customs tariff number of the goods (harmonized code - serial number)

l) Batch number

m) BBD (best before) date

n) UN number / safety data sheet

o) Dual-use documents

If the required shipping documents for a delivery are not delivered in accordance with the regulations or are delivered prematurely, the delivery shall be stored for the account and at the risk of the SUPPLIER until their arrival.

10.3 Unless otherwise agreed, SUPPLIER shall send the invoice with the following minimum information:

a) Complete address of the PURCHASER

b) Complete address of the SUPPLIER

c) Unique delivery bill number of the SUPPLIER

d) Unique and consecutive invoice number of the SUPPLIER

e) Delivery address

f) Date of issue of the invoice

g) Order number of the PURCHASER

h) Material number and designation of the PURCHASER

i) Agreed Incoterms

j) Quantity

k) Invoice amount with applicable value added tax (VAT) rate, net price without VAT,

l) VAT amount, gross price, date of performance

m) Currency

n) VAT ID of the PURCHASER and SUPPLIER - customs tariff number of the goods (harmonized code)

o) Serial number

p) Batch number

q) BBD (best before) date

10.4 The PURCHASER expressly reserves the right to change the minimum information on packaging units/packages, delivery bills and invoices at any time.

11. Customs Clearance and Supplier Declaration

11.1 The SUPPLIER shall provide the PURCHASER with all necessary documents and information such as certificates of origin, foreign trade licenses and necessary export control information in a complete, orderly and truthful manner.

11.2 Unless other or further requirements are stipulated by law, the SUPPLIER shall send the PURCHASER a long-term supplier's declaration for products with preferential origin status before the first delivery and then at the beginning of each year without being each time requested to do so. Any changes which may lead to a change in the long-term supplier's declaration must be notified to the PURCHASER without delay and specifically indicated on the delivery bill and the invoice with details of the country of origin.

12. Availability of Spare Parts

The SUPPLIER is obliged to keep spare parts for the delivery items available for the period of normal technical use, but at least for 15 years after the end of series production at the OEM. If it becomes foreseeable to SUPPLIER that spare parts may not be available, the provisions below on product discontinuation shall apply mutatis mutandis.

13. Subcontractors

13.1 The SUPPLIER shall be liable to the PURCHASER for the performance of its subcontractors to the same extent as for its own performance.

13.2 If the SUPPLIER intends to have units or components for ordered items, which are usually manufactured in its workshops, manufactured by third parties, the consent of the PURCHASER must be obtained in advance, identifying the subcontractor and the quality assurance measures taken.

13.3 The SUPPLIER undertakes to transfer the confidentiality obligations and contractual specifications imposed by the PURCHASER with regard to the scope of delivery to the same extent to its subcontractors and to any external experts it engages.

13.4 The SUPPLIER shall ensure by appropriate measures that the performance of its own subcontractors contributing to deliveries to the PURCHASER meets the PURCHASER’S requirements in terms of quality, quantity and timely availability.

13.5 The SUPPLIER acknowledges and informs the subcontractors accordingly, that the PURCHASER is entitled to purchase goods and services directly from the subcontractors in case of termination of the contract with the SUPPLIER or in case of default of the SUPPLIER.

13.6 The PURCHASER shall be entitled to deduct its direct payments to subcontractors in full from the purchase price and to set off against the purchase price claims of the subcontractors against the PURCHASER in connection with the delivery.

14. Inspection of Incoming Goods

14.1 The PURCHASER shall inspect the delivered goods and services only with regard to transport and packaging damage that is clearly visible from the outside and for compliance with the quantity and type of the delivery item on the basis of the shipping and delivery documents. The PURCHASER shall notify the SUPPLIER in writing of any defects found.

14.2 Insofar as defects are only discovered in the course of business, e.g. during manufacture, the PURCHASER shall notify the SUPPLIER of these defects in writing.

14.3 Notifications of defects made by the Purchaser in accordance with the above provisions shall be deemed to have been made in good time. To this extent, the SUPPLIER waives the objection of late notification of defects or of forfeiture or timely limitation of defect rights.

15. Provision of Manufacturing Material

15.1 Material supplied by the PURCHASER for the execution of an order shall remain the property of the PURCHASER for as long as it is separable. Ownership in the event of processing, combination or mixing shall be governed by Art. 726 and 727 of the Swiss Civil Code. If ownership of the material supplied passes in whole or in part to the SUPPLIER as a result of processing, combination or mixing, the PURCHASER shall be entitled to compensation for the value of the material supplied until such time as ownership of the goods passes to him.

15.2 The material supplied by the PURCHASER must be marked and stored separately until it is processed, combined or mixed. Unused material, residual material, processing waste and the like are to be returned to the PURCHASER on request or are to be deducted from the purchase price at market prices.

16. Product Discontinuation

16.1 General: If the SUPPLIER intends to discontinue the production of one of the products to be delivered to the PURCHASER during the term of the purchase agreement (hereinafter referred to as "Product Discontinuation"), he is obliged to inform the PURCHASER of this no later than 6 months before the last ordering opportunity (“last time to buy”). This also applies to product discontinuations by subcontractors of the SUPPLIER. In the event of non-compliance with this deadline, the SUPPLIER must pay to the PURCHASER a penalty of 21% of the contract volume in addition to any damages. The right of last order (“last time to buy”) shall remain in force for 6 months after the termination of the Product, even if the Purchaser terminates the purchase agreement with prior effect.

16.2 Single Source Product: In the event that the PURCHASER is unable to find a replacement supplier for a PURCHASER-specific and designated single source product, the SUPPLIER shall provide the PURCHASER with all know-how and intellectual property rights required for the manufacture, sale or other use of such product, including any know-how and rights of subcontractors. The SUPPLIER shall grant to the PURCHASER license to use such know-how and intellectual property rights, including the right to sublicense, without any limitation as to time or place and free of charge. In this connection the SUPPLIER shall surrender to the PURCHASER all up-to-date manufacturing and test documentation, plans, tools, source codes of software and other documents relating to the manufacture of the products, including any documents held by subcontractors. If necessary, it shall also make its own employees available to the PURCHASER free of charge for training purposes.

17. Work in External Production Facilities

When work is carried out by the SUPPLIER in the PURCHASER’S production facilities, in the production facilities of the PURCHASERS’S customers or on other third party construction or assembly sites, the PURCHASER’S safety instructions as well as the corresponding instructions of the PURCHASER’S customers and of other involved outside companies as well as on-site legal regulations apply.

18. Defects

18.1 The SUPPLIER warrants that the items to be delivered or the services to be provided to the PURCHASER are free of material defects and defects of title.

18.2 The item or service is deemed free of material defects if it

a) corresponds to the agreed quality, the released initial sample and the other agreed conditions and

b) is of a material and workmanship which, from a professional point of view, is basically good and designed for durability, and

c) is suitable for the intended use, and

d) if assembly has been agreed, this has been carried out correctly or properly.

18.3 The item or service shall be free from defects of title if its use in accordance with the agreement does not conflict with any rights of third parties.

18.4 If the SUPPLIER provides accompanying services to the PURCHASER in connection with deliveries, he is obliged to provide such services with the care to be expected of a professional supplier of industrial products.

19. Rights in Case of Defects

19.1 In the event of material defects, the SUPPLIER shall provide subsequent performance within a reasonable period of time set by the PURCHASER by, at the PURRCHASER’S choice, eliminating the material defect (subsequent repair) or by supplying instead a defect-free item or service (replacement delivery).

19.2 If the SUPPLIER fails to meet its obligation to repair or replace the defect, the PURCHASER may, at its choice, repair the defect itself or have it repaired by a third party or make a replacement purchase and demand from the SUPPLIER reimbursement of the expenses incurred for this purpose and reimbursement of any purchase price already paid.

19.3 The setting of a deadline for subsequent repair or replacement is dispensable if this is not reasonable for the PURCHASER. This is particularly the case if the SUPPLIER finally and seriously refuses to remedy the defect, is obviously unable to do so for objective reasons, or if there are special circumstances which, after weighing the interests of both parties, justify the dispensability of setting a time limit, such as, among other things, a risk to operational safety or the threat of disproportionate damage. The PURCHASER shall inform the SUPPLIER of such circumstances.

19.4 The SUPPLIER shall bear the expenses necessary for the subsequent performance (in particular, transport, travel, labor and material costs, including such costs as are charged to the PURCHASER by its customers on presentation of corresponding debit notes on account of the defect, installation and removal costs, inspection costs, costs of sorting out defective products, costs of further processing carried out).

19.5 The SUPPLIER shall provide delivered products and services free of any third party rights which prevent or impede the intended use of the deliverables by the PURCHASER and its customers.

19.6 If third parties raise such claims, the SUPPLIER shall immediately, at its own expense, acquire the necessary rights from the holder of such rights so that the PURCHASER can use the products and services in accordance with the agreement.

19.7 If the SUPPLIER proposes a modification of his performance to avoid an infringement of property rights and the end customer of the PURCHASER has unconditionally released this modification for series supply in compliance with its series release requirements, the obligation to acquire the corresponding rights shall cease to apply. In this case, the SUPPLIER shall bear the costs for carrying out a renewed release process.

19.8 In the event of repeatedly faulty performance by the SUPPLIER, the PURCHASER shall be entitled after a written warning to withdraw from the agreement also with regard to the unfulfilled scope of delivery.

19.9 Other rights to which the PURCHASER is entitled by law, in particular for compensation of damages, are expressly reserved. The SUPPLIER shall also reimburse the PURCHASER for all damages, costs and expenses, including court and legal fees, incurred by the PURCHASER as a result of such third party claims.

20. General Liability

20.1 The parties shall inform each other without delay of any liability risks and alleged liability cases that become known and shall give each other the opportunity to counteract third-party claims mutually.

20.2 The SUPPLIER shall be liable in accordance with statutory law provisions, unless otherwise stipulated in this clause 20.

20.3 If a claim on the basis of strict liability is made against the PURCHASER by a third party for reasons for which the SUPPLIER is responsible, the SUPPLIER shall be liable to the PURCHASER to the extent that the SUPPLIER would also be directly liable himself.

20.4 Within the scope of its indemnification obligation under clause 20.3, the SUPPLIER shall reimburse the PURCHASER for all damages, costs and expenses resulting from such a third party claim or from necessary measures taken by the PURCHASER, the PURCHASER’S customer or an authority (e.g. necessary recalls).

21. Product Liability

21.1 If one of the parties becomes aware that the performance of the SUPPLIER may cause a safety-relevant defect or drop in performance, this party will immediately inform the other party and take the necessary actions to prevent or reduce possible consequences and damages. The same applies to recalls initiated by the PURCHASER, its customers or by competent authorities.

21.2 The PURCHASER shall take the lead in carrying out such actions for the SUPPLIER and may use the facilities and assistance of customers or third parties. The necessary actions also extend to all performances not yet provided as well as provided performances if the SUPPLIER cannot exclude that they are affected by the problem.

21.3 The foregoing provisions shall not prevent either the PURCHASER or the SUPPLIER from taking unilateral actions or taking measures to correct errors if the parties cannot immediately agree on a joint implementation of such activities and measures.

22. Insurance Obligation

The SUPPLIER undertakes to maintain at its own expense a public liability insurance as well as a product liability and recall insurance with an insured sum of at least EUR 5,000,000.00 per personal injury/property damage - lump sum- and to maintain this also after termination of the cooperation for a period of ten years from the time the PURCHASER puts the end products covered by the contract into circulation. Upon request, the SUPPLIER shall deliver to the PURCHASER corresponding insurance certificates. Should an insured event occur, the SUPPLIER and the PURCHASER are obliged to inform each other about all circumstances and incidents related to the insured event.

23. Rights to and Use of Information and Objects, Including Special Equipment

23.1 The following provisions apply to information (such as illustrations, design drawings, commercial and technical data, business data, work instructions, know-how and inventions, etc.), objects (such as samples, prototypes, material for production or packaging, computer equipment, transport containers, etc.) or special equipment (such as tools, devices, other production equipment, replacement or follow-up tools, measuring equipment and components thereof, etc.

a) which the PURCHASER makes available to the SUPPLIER on loan; or

b) for which the PURCHASER pays, or is expected to pay, an amount specified and agreed by the SUPPLIER, or

c) which are based on technological knowledge or equipment of the PURCHASER and are used or created (specifically) for the contractual performance; or

d) are manufactured to the PURCHASER’S specifications.

23.2 The special equipment may not be sold, relocated, transferred, scrapped, encumbered with exploitation rights, assigned as security or otherwise removed from the PURCHASER’S sphere of authority without the PURCHASER’S prior written consent. This shall also apply to damaged, unusable, overhauled or replaced special equipment.

23.3 Unless otherwise agreed in writing, costs of special equipment and its follow-ups respectively replacements are included in the agreed price for the SUPPLIER’S performance and shall not be paid separately by the PURCHASER. The SUPPLIER is obliged to carry out any necessary service and maintenance work on the production equipment in good time at its own expense.

23.4 Information, objects and special equipment are and remain the sole property of the PURCHASER. In the event that the information, items and special equipment are procured or manufactured by the SUPPLIER, the parties agree already now on the transfer of ownership by way of the title of possession pursuant to Art. 924 of the Civil Code at the time of the commencement of manufacture and, if relevant, on the transfer of all rights of exploitation that may arise to the PURCHASER. Information, items and special equipment shall be suitably, permanently and clearly marked by the SUPPLIER as the property of the PURCHASER. The SUPPLIER undertakes to inform the PURCHASER immediately in the event of any insolvency, bankruptcy, liquidation, composition or probate proceedings and to assist the PURCHASER in asserting its rights of ownership in the event of such proceedings.

23.5 The information, items and special equipment may only be used for the performances to be provided to the PURCHASER. Any use for or by third parties and for its own purposes is expressly prohibited to the SUPPLIER.

23.6 Information, items and special equipment must be properly stored, maintained, protected against unauthorized access by third parties, loss or damage and deterioration. The costs for storage, maintenance and protection shall be borne by the SUPPLIER. The SUPPLIER undertakes to notify the PURCHASER without delay of any damage or evidence of damage to the information, items and special equipment (e.g. signs of corrosion, oxidation, material fatigue, etc.) resulting from improper storage. SUPPLIER shall perform maintenance and repair in a timely manner to avoid defects or delay with regard to the parts to be manufactured. The maintenance and repair schedules shall be submitted at request to the PURCHASER. The SUPPLIER shall provide timely information prior to foreseeable maintenance of manufacturing tools. The objective is to thereby ensure on-time availability and continuous part quality in accordance with approved samples. If, in the course of normal wear and tear, replacement tools become necessary, the PURCHASER must be informed immediately and these will be treated as initial procurements, including the sampling procedure.

23.7 Information, items and special equipment must be properly stored, maintained, protected against unauthorized access by third parties, loss or damage and deterioration. The information, items and special equipment shall be suitably insured by the SUPPLIER at its own expense at (re)manufacturing cost against theft, damage and loss and shall be included in an all-risk insurance policy at (re)manufacturing cost. The PURCHASER shall be entitled upon request to have insight into the relevant insurance policies of the SUPPLIER.

23.8 Without a written order from the PURCHASER the SUPPLIER shall not make duplicates of the manufacturing tools or unless required for the performance of the contract copies of any documents containing the SUPPLIER’S trade secrets.

23.9 All designs, prototypes, components and other accessories of the items and special equipment produced in accordance with the PURCHASER’S specifications shall be subject to the same obligations regarding use, property rights and secrecy as the items and special equipment themselves.

23.10 All rights to the information, items and special equipment, in particular but not exclusively the industrial property rights in inventions, designs/models and trademarks in connection with the information, items and special equipment shall be the exclusive property of the PURCHASER worldwide and without timely limitation. This shall also apply, unless the PURCHASER declares in advance in writing that he is not interested, to industrial property rights in improvements, modifications or derived technologies created by the SUPPLIER as a result of the use of the tools. The SUPPLIER shall not be entitled to file in its name or on behalf of third parties any industrial property rights in respect of the tools or in respect of any improvements, modifications or derived technologies created by the SUPPLIER as a result of the use of the tools.

23.11 The SUPPLIER shall be liable as for its own acts with respect to compliance with the obligations set forth in this section for the third parties and employees it engages for the performance of its agreement with the PURCHASER.

23.12 At the end of the contract, the SUPPLIER shall at the PURCHASER’S choice either hand over or destroy all information carriers which contain business secrets received from the PURCHASER.

24. Software

24.1 Insofar as the deliverables contain software, the SUPPLIER grants the PURCHASER the transferable, irrevocable right, unlimited in time and space, to use the software and the user documentation to the greatest possible extent and for all types of use known at the time of the transfer of rights. The granting of rights includes the permission to process and license the software to third parties. In the case of software created by the SUPPLIER or its subcontractors specifically for the PURCHASER, the SUPPLIER shall transfer to the PURCHASER all transferable, worldwide and unlimited full rights to the software. Unless otherwise agreed in writing, the granting of rights of use or full rights to software components by the SUPPLIER is included in the agreed purchase price under the supply contract respectively the PURCHASER shall not owe any additional remuneration for it.

24.2 The SUPPLIER waives, to the maximum extent permitted by law, the assertion of all non-transferable rights to the contractual software as derived from copyright-laws, in particular the right of access to the contractual software. The SUPPLIER is entitled to place a reference to his authorship in the source code of the software. He is not entitled to place a corresponding notice on the user level of the software.

24.3 The SUPPLIER also grants the PURCHASER the right to take legal action in its own name against the assertion of copyrights to the software by third parties.

24.4 The SUPPLIER is obliged to make the completed contractual software available in object and source code on a suitable data carrier (master CD) and to provide the PURCHASER with the user documentation.

25. Ownership of the Deliverables

25.1 Ownership of the delivery item shall pass to the PURCHASER upon full payment by the PURCHASER. All forms of extended or prolonged retention of title by the SUPPLIER are excluded.

25.2 Any processing, mixing or combining by the SUPPLIER of items in view of delivery shall be carried out for the PURCHASER. If, in the event of processing, mixing or combining with items provided by third parties, the latter's right of ownership remains, the PURCHASER shall acquire co-ownership of the new item in proportion to the value of the item provided by it to the other items.

26. Statute of Limitation

26.1 The claims of the contracting parties shall become statute-barred in accordance with the applicable statutory provisions, unless otherwise stipulated in this clause.

26.2 The general limitation period for claims arising from material defects and defects of title is 36 months, unless a longer limitation period is stipulated by law or a different period has been agreed separately.

27. Termination

27.1 In the absence of any provision to the contrary, the PURCHASER may terminate individual contracts or individual framework contracts in whole or in part at any time by giving one month's notice in writing.

27.2 In case of termination of the contract, the parties may only assert claims with regard to the performances already provided at the time of the termination of the contract. The parties may agree otherwise in the individual contract or an individual framework agreement. Further claims based on the termination of individual contracts or individual framework agreements are excluded.

28. Extraordinary Termination

In addition, the contracts between the parties may be terminated extraordinarily in whole or in part with immediate effect by the PURCHASER for good cause by written notice. Important reasons are in particular:

a) If 26 % or more of the voting shares of the SUPPLIER are taken over or directly or indirectly controlled by a third party;

b) If the SUPPLIER is durably unable to maintain its competitiveness in terms of technology, quality, service and price; or

c) If supply contracts with customers of the PURCHASER are terminated in which delivery items or services of the SUPLIER are used;

d) If a substantial deterioration or a substantial endangerment of the financial circumstances of the other party to the contract occurs or threatens to occur and the fulfillment of liabilities towards the other party to the contract is endangered as a result;

e) If a substantial part of the business equipment of a party, which is necessary for the execution of this agreement, becomes subject to seizure, expropriation or boycott;

f) If the SUPPLIER, despite notice from the PURCHASER, repeatedly performs in a faulty manner;

g) If one of the parties violates essential contractual obligations despite notice by the other party (for example, suspension/loss of certification, breach of confidentiality obligation, breach of code of conduct, etc.), or

h) If there is a gross violation of the relationship of trust, e.g. deliberate provision of false information with regard to contractual performances or changes by the SUPPLIER in the series production process without the prior written consent of the PURCHASER.

29. Delivery after Termination of the Contract

In the event of termination of an individual contract or an individual framework contract, the PURCHASER shall be entitled to an option for a run-out period of up to twenty-four months from the effective date of termination. During the run-out period, the SUPPLIER shall be obliged to provide the performance including spare parts to the PURCHASER under the terms and conditions of the terminated contract. The SUPPLIER may enquire of the PURCHASER how long the phase-out period is expected to last.

30. Continuation Clause

30.1 After the termination of an individual contract or individual framework agreement, these GPC and the provisions of the product-specific agreement shall continue to apply to the supply of spare parts and post-series, unless otherwise agreed in writing.

30.2 Furthermore, any termination of the contract shall not affect agreements on confidentiality, warranty, liability, intellectual property rights, post-series and spare parts delivery, phase-put periods as well as agreements on information and on delivery objects.

31. Notifications of Changes Affecting the Supplier

The PURCHASER shall be notified by the SUPPLIER in advance in writing of any significant changes in SUPPLIER’S corporate law and corporate structure, stating the effects with regard to contractual performances provided to the PURCHASER.

32. Confidentiality

32.1 Information subject to confidentiality is all technical, commercial, other company-related information or objects of the parties or third parties (e.g. OEM specifications provided by the PURCHASER to the SUPPLIER) which are designated as confidential or are identifiable as trade or business secrets. In particular, these are

a) all technical information, especially product or development descriptions, manufacturing drawings, technical specifications and instructions, sketches, graphics and drawings and other technical documents;

b) manuals, technical processes and know-how such as technical knowledge and other in-house knowledge;

c) components, prototypes;

d) all information on existing or future legal assets, in particular rights of use and licensing rights, rights to texts, technical designs, photographs, films, videos, software, sound recordings and all other rights;

e) all information about business strategies, distribution channels, time schedules, goals and ideas as well as planned projects.

32.2 The parties undertake to treat the confidential information disclosed to them by the other party as strictly confidential and undertake not to disclose or make it available to any third party without the prior written consent of the disclosing party. In order to fulfill this confidentiality obligation, each party shall take all necessary and reasonable measures with due care, as customary in the industry.

32.3 Companies which are affiliated companies of the PURCHASER or the SUPPLIER are not regarded as “third parties” in the sense of these confidentiality provision, provided that such companies are bound to confidentiality to an extent corresponding to this agreement prior to the disclosure of the information subject to confidentiality. The same applies to consultants of either party who are bound to secrecy by professional or ethical law or by corresponding agreement.

32.4 The parties undertake to use the information subject to confidentiality only for the respective purpose of the agreement and to make it available only to the employees who require it for the performance of their respective contract.

32.5 The employees who handle confidential information shall be obligated to the extent permitted by law to the same scope of confidentiality as the parties under this agreement, insofar as such an obligation is not already guaranteed by a general confidentiality provision in the employment contract of these employees. This obligation shall also apply to the period after the employees have left the company for the further duration of this agreement.

32.6 The confidentiality obligation shall not apply to information for which the receiving party can prove that it

a) is already publicly known at the time of its transmission by the disclosing party, or

b) is already known to the receiving party at the time of its transmission by the disclosing party, or

c) has become publicly known after its transmission by the disclosing party, without the receiving party being responsible for the disclosure.

In case of doubt, the confidentiality of the information must be assumed.

32.7 Insofar as information subject to confidentiality is disclosed due to law, the disclosing party shall be informed thereof without delay. In such case, the receiving party shall support any legal countermeasures.

32.8 The aforementioned confidentiality obligations shall continue to apply after the expiration or termination of an individual contract or individual framework agreement. Upon request, the confidential information provided shall be returned or destroyed.

33. Restrictions on Trademark Use and Advertisements

The disclosure by the SUPPLIER of the existing business relationship with the PURCHASER or the disclosure of business relationships of the PURCHASER with third parties is only permitted with the prior written consent of the PURCHASER. The same applies to references in information or advertising material and to the use of the PURCHASER'S registered brands and trademarks.

34. Protection of Personal Data

The PURCHASER is entitled to process the personal data received in connection with the business relationship about the SUPPLIER and its employees in accordance with the data protection legislation for the purpose of business processing and to store such data for documentary purposes.

35. Protection of the Environment

35.1 the SUPPLIER undertakes to comply with and implement the regulations on the handling and placing on the market of hazardous substances, as set out, inter alia, in the Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), the Swiss Law on Chemicals and the Swiss Hazardous Substances Ordinance.

35.2 Furthermore, the SUPPLIER shall observe the provisions of law regarding the disposal of waste and residual materials and will inform the PURCHASER of possible product treatment, storage and disposal requirements.

36. Code of Conduct

It is of particular importance to the PURCHASER that the following rights and principles are observed in the business relationship with customers and SUPPLIERS, as well as by the SUPPLIER with its sub-suppliers:

a) Compliance with laws and regulations;

b) Respect for human dignity, personal freedom rights, equal treatment (prohibition of any kind of discrimination), freedom of belief/ conscience/ confession, freedom of expression, freedom of assembly, freedom of association;

c) Prohibition of bribery, corruption and extortion, prohibition of direct or indirect advantage for oneself or third parties, prohibition of offering or procuring direct or indirect advantages,

d) Prohibition of child labor and undeclared work;

e) Environmental and occupational health and safety principles of the PURCHASER as far as relevant,

f) No direct or indirect involvement in terrorist activities.

37. Declaration of Conflict Minerals

37.1 The Declaration of Conflict Minerals is an essential part of the PURCHASER's Code of Conduct to be complied with by the SUPPLIER. On 22 August 2012, the U.S. Securities and Exchange Commission (SEC) published the Dodd Frank Act regarding the use of the conflict minerals gold, tantalum, tin and tungsten. The purpose of the Dodd Frank Act is to ensure that none of the aforementioned minerals originate from the Republic of Congo and adjoining countries if the proceeds from mineral trading are used to finance local conflicts. This applies to suppliers of the PURCHASER who supply materials, parts and components that contain conflict minerals and are further integrated into products of the PURCHASER. For this reason, the PURCHASER requires the SUPPLIER to declare annually the use of any Conflict Minerals using the CMD/CDX record or the Conflict Minerals Reporting Template (CMRT) of the Responsible Minerals Initiative (RMI). The Conflict Minerals Declaration (CMD) should preferably be sent in the CDX-system to EAO AG ID 21128 or alternatively as a CMRT Excel file by email to 'suppliermanagement.ehq@eao.com'.

37.2 The SUPPLIER is obliged to implement its own provisions for compliance accordingly and to ensure that they are observed.

38. Transfer of the Agreement

The PURCHASEDR is entitled to transfer its contractual relations with the SUPPLIER to other companies within the EAO Group without the SUPPLIER’S consent. The transfer shall not be effective for the SUPPLIER until it has been notified to the SUPPLIER in writing. If, in the event of a transfer, the new PURCHASER is unable to meet its financial obligations to the SUPPLIER, the previous PURCHASER shall be subsidiarily liable for the uncovered part of the obligations.

39. Other Regulations

39.1 Should individual provisions of the agreements concluded between the parties be or become invalid or unenforceable in the future, the remaining provisions shall nevertheless remain valid. The parties undertake to negotiate an effective and reasonable replacement provision that comes as close as possible to the economic purpose pursued by the parties with the invalid provision.

39.2 Apart from the expressly designated contractual bases, there are no ancillary agreements to the agreements between the parties.

40. Applicable Law / Jurisdiction

40.1 The place of performance for the scope of delivery is the agreed destination of the delivery. The place of performance for payment is the registered office of the PURCHASER.

40.2 Only Swiss law is applicable, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG/Vienna Sales Convention).

40.3 The exclusive place of jurisdiction is Olten, Switzerland. However, the PURCHASER reserves the right to pursue its rights also at the SUPPLIER’S place of business.

Olten, in June 2023