General Purchasing Terms (AEB)

1. DubbeDynamics GmbH procures goods, components, machines, apparatus, assemblies, spare parts, technical services, engineering, manufacturing, assembly, documentation, testing, inspection and other project services for industrial applications, in particular in the field of technical plants, process solutions, special-purpose machinery, apparatus engineering and project-related procurement.

2. These General Purchasing Terms ("AEB") serve to establish uniform, clear and robust rules for orders placed by DubbeDynamics GmbH as the principal. They take particular account of quality, scheduling, documentation, export-control, product-liability, IP, compliance and supply-chain requirements that are typically material in technical B2B projects.

3. The following provisions are intended for business relationships with entrepreneurs, legal entities under public law and special funds under public law. They are not intended for contracts with consumers.

1. These AEB apply to all orders, contracts, call-offs, framework agreements, individual contracts, deliveries, works, services, consulting, engineering, manufacturing, assembly, documentation, testing, service and other performances which DubbeDynamics GmbH ("DubbeDynamics" or "Principal") commissions from suppliers, service providers, manufacturers, subcontractors or other contracting partners ("Contractor").

2. These AEB apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

3. Conflicting, supplementary or deviating terms and conditions of the Contractor do not become part of the contract, even if DubbeDynamics does not expressly object to them in an individual case, accepts performance or makes payments. Deviating conditions only apply if DubbeDynamics has expressly agreed to their validity in writing.

4. These AEB also apply to future orders and business relationships with the same Contractor without DubbeDynamics having to refer to them again.

5. Individual written agreements — in particular orders, order confirmations, framework agreements, quality assurance agreements, technical specifications, requirement specifications, drawings, project agreements or expressly agreed Incoterms clauses — take precedence over these AEB insofar as they contain expressly deviating provisions. Otherwise, these AEB apply on a supplementary basis.

6. Insofar as individual provisions of these AEB are not directly applicable to certain types of performance — such as supply of goods, works, services, engineering, software, assembly or documentation — the remaining provisions remain unaffected and apply accordingly, to the extent this corresponds to the purpose of the contract.

1. Orders, order changes, delivery call-offs and other declarations by DubbeDynamics require at least text form, unless a stricter form is prescribed by law or by individual agreement.

2. The contract is concluded by the Contractor's written or text-form acceptance of the order, by order confirmation, by unconditional execution of the order, or by delivery or performance.

3. If the Contractor's order confirmation deviates from the order, the Contractor is obliged to clearly highlight the deviations. Deviations only become part of the contract if DubbeDynamics expressly agrees to them in writing. Silence on the part of DubbeDynamics does not constitute consent.

4. The Contractor must examine orders without undue delay and notify DubbeDynamics without undue delay of any identifiable ambiguities, contradictions, incompleteness, technical risks, scheduling risks, export-control risks or other circumstances that could jeopardise proper performance of the contract.

5. Changes to the scope of delivery or performance, the technical specification, deadlines, documentation, testing requirements, packaging, the delivery clause or other contractual elements require the prior consent of DubbeDynamics in text form.

6. Cost estimates, quotations, feasibility checks, preliminary technical clarifications and other quotation services of the Contractor are free of charge, unless remuneration has been expressly agreed in writing in advance.

1. The Contractor owes the complete, professional, defect-free, timely and purpose-appropriate provision of the ordered services, including all ancillary services required to achieve the contractually intended purpose.

2. All services must comply with the agreed specifications, drawings, requirement specifications, data sheets, standards, quality requirements, safety requirements, documentation requirements, testing requirements and other specifications of DubbeDynamics.

3. Where no specific specification has been agreed, the services must be suitable for ordinary use and for the contractually intended use identifiable to the Contractor, and must comply with the recognised state of the art.

4. The Contractor bears sole responsibility for the technical correctness, functionality, safety, conformity and suitability of its services. Approvals, inspections, comments, suggestions, recommendations, contributions or inspections by DubbeDynamics do not release the Contractor from this responsibility.

5. The Contractor must inform DubbeDynamics without undue delay in writing if it has concerns regarding specifications, materials, designs, deadlines, test methods or other requirements of DubbeDynamics.

6. For deliveries or services intended for industrial plants, machines, apparatus, pressure equipment, electrical equipment, control systems, safety-relevant applications or comparable technical systems, the Contractor must comply with all relevant statutory, regulatory and technical requirements applicable to its performance.

1. All drawings, models, samples, tools, fixtures, moulds, templates, calculations, specifications, data, data carriers, software, documentation, requirement specifications, concepts, parts lists, process information and other documents provided or paid for by DubbeDynamics remain the property of DubbeDynamics or, where legally permissible, become the property of DubbeDynamics upon creation or payment.

2. The Contractor may use the items and information referred to in paragraph 1 exclusively to fulfil the respective order. Use for its own purposes, for third parties, for other projects, for references, for reverse engineering or for developing competing solutions is not permitted.

3. Disclosure to third parties — in particular subcontractors, suppliers, consultants or affiliated companies of the Contractor — is only permitted insofar as it is strictly necessary to perform the contract and DubbeDynamics has not objected. The Contractor must impose at least equivalent obligations on such third parties.

4. The Contractor must carefully store provided tools, models, samples, materials, parts and documents, adequately insure them against loss, damage, theft, fire, water and other risks, and surrender them to DubbeDynamics at any time on request.

5. Upon completion of the order or on request by DubbeDynamics, all documents, copies, data carriers, tools, provided materials, samples and other items must be returned without undue delay and free of charge, or — as instructed by DubbeDynamics — demonstrably deleted or destroyed, unless statutory retention obligations preclude this.

6. Rights of retention of the Contractor over documents, tools, provided materials or other property of DubbeDynamics are excluded to the extent legally permissible.

1. The Contractor undertakes to treat as strictly confidential all information, documents, drawings, specifications, commercial data, technical data, process information, prices, sources of supply, customer information, project information, know-how and other non-public information received in connection with the business relationship.

2. Confidential information may be used exclusively to fulfil the respective order. Disclosure to third parties is only permitted insofar as it is strictly necessary to perform the contract and the third parties have first been bound to confidentiality in text form.

3. The confidentiality obligation does not apply to information that is demonstrably publicly known without breach of these AEB, was already lawfully known to the Contractor, or was lawfully disclosed to the Contractor by a third party without an obligation of confidentiality.

4. The confidentiality obligation continues for the duration of the business relationship and for ten years after its termination. For trade secrets within the meaning of the German Trade Secrets Act, the confidentiality obligation applies without time limit for as long as the relevant information constitutes a trade secret.

5. The use of the name, company, logo, projects, orders or business relationship with DubbeDynamics for reference, marketing, press, publication or advertising purposes is not permitted without the prior written consent of DubbeDynamics.

6. In the event of breaches of confidentiality, use or reference prohibitions, the Contractor is liable for all resulting damages and shall indemnify DubbeDynamics against third-party claims insofar as the breach originates from its sphere.

1. The Contractor must maintain an appropriate, effective and documented quality assurance system commensurate with the nature, scope, risk and significance of the services owed. Where agreed, the Contractor must maintain and provide evidence of relevant certifications, in particular ISO 9001 or comparable standards.

2. The Contractor must ensure that its services are continuously monitored, tested and documented. Test plans, test reports, measurement reports, material certificates, welding documentation, calibration certificates, conformity records and other quality documents must be presented on request.

3. DubbeDynamics is entitled, after reasonable prior notice and during normal business hours, to conduct or have conducted by third parties audits, inspections, progress checks, quality inspections or document reviews at the Contractor and, where necessary, at its significant subcontractors.

4. Audits and inspections may concern in particular production facilities, assembly areas, warehouses, testing areas, quality management systems, documentation status, material traceability, delivery dates, occupational safety, environmental requirements, export control and compliance.

5. Inspections, audits, approvals or comments by DubbeDynamics do not constitute acceptance, do not transfer risk, do not limit warranty rights and do not release the Contractor from its responsibility for proper performance of the contract.

6. The Contractor must evaluate identified deviations without undue delay, initiate corrective measures, inform DubbeDynamics of causes and measures, and demonstrate the effectiveness of the measures.

1. Agreed delivery and performance dates and milestones are binding. Decisive is the receipt of the defect-free and complete performance at the agreed destination, including all owed documents, evidence and markings.

2. The Contractor must inform DubbeDynamics without undue delay in writing as soon as it recognises or must recognise that deadlines, milestones, quality, quantities, documentation or other requirements cannot be met. Such notice does not release the Contractor from its responsibility and liability.

3. Early deliveries, partial deliveries or excess deliveries require the prior consent of DubbeDynamics. DubbeDynamics is entitled to reject or store unagreed early deliveries at the Contractor's cost and risk.

4. If the Contractor culpably defaults on a binding deadline, DubbeDynamics is entitled to demand a contractual penalty of 0.2 % of the net order value of the delayed performance for each commenced calendar day of default, but no more than 5 % of the net order value of the delayed performance in total.

5. The assertion of further damages and other statutory and contractual rights — in particular rescission, termination, damages in lieu of performance and substitute performance — remains reserved. A forfeited contractual penalty is set off against any asserted default damages.

6. DubbeDynamics may assert the contractual penalty up to final payment, even if it did not expressly reserve it upon acceptance of the delayed performance, to the extent legally permissible.

7. After unsuccessful expiry of a reasonable grace period, or in cases of particular urgency, serious and final refusal of performance, or endangerment of material project deadlines, DubbeDynamics is entitled to carry out the owed performance itself or have it carried out by third parties at the Contractor's cost and risk.

8. In the event of substitute performance, the Contractor must provide DubbeDynamics without undue delay with all necessary information, documents, drawings, data, software versions, licences and usage rights, and indemnify DubbeDynamics against conflicting third-party rights.

1. Agreed prices are fixed prices and, unless expressly agreed otherwise, include all ancillary costs — in particular packaging, marking, documentation, testing, certificates, shipping preparation, transport to the agreed place of delivery per the delivery clause, insurance, customs duties, charges and other costs — but plus statutory VAT where applicable.

2. Invoices must be auditable, complete and submitted stating the order number, item number, project number, delivery quantity, performance period, description of services, place of delivery, mandatory tax details and, where applicable, agreed evidence.

3. Payment periods only begin once DubbeDynamics has received a proper, auditable invoice and the performance has been rendered completely, in conformity with the contract, free of defects and including all owed documents.

4. Unless otherwise agreed, payments are made at the option of DubbeDynamics within 14 calendar days with a 3 % discount, within 30 calendar days with a 2 % discount, or within 60 calendar days net.

5. Upon acceptance of early deliveries, the payment period begins at the earliest on the agreed delivery date.

6. Payments, including unconditional payments, do not constitute acknowledgement of proper, complete or defect-free performance, do not constitute acceptance and do not constitute a waiver of rights of DubbeDynamics.

7. DubbeDynamics is entitled to statutory rights of set-off and retention without restriction. This also applies to claims of DubbeDynamics against companies affiliated with the Contractor, to the extent legally permissible.

8. Disputes about remuneration claims do not entitle the Contractor to suspend, withhold or delay its services, provided DubbeDynamics pays or offers to pay the undisputed portion.

1. Unless expressly agreed otherwise in writing, deliveries are made DDP Bad Dürkheim, Germany, in accordance with Incoterms® 2020. If another destination is named in the order, DDP applies to that destination in accordance with Incoterms® 2020, unless otherwise agreed.

2. The Contractor bears the risk of accidental loss and accidental deterioration until contractual handover at the agreed destination and, where acceptance is agreed or required by law, until acceptance.

3. Packaging must be transport-, storage-, environment- and product-safe and suitable for the type of goods, the transport conditions and the destination. Packaging must be limited to the necessary extent and chosen to be recyclable wherever possible.

4. The Contractor must provide all shipping, customs, export, import, dangerous-goods, safety, marking and accompanying documents completely, correctly and in good time.

5. The order number of DubbeDynamics, item number, project number, material number and contractually agreed markings must be stated on all shipping papers, delivery notes, invoices, packaging units and other accompanying documents.

6. If required details or documents are missing, the Contractor bears all resulting consequences, in particular delays, storage costs, additional costs, downtime costs, customs costs and other damages.

1. The delivery or service includes the complete technical documentation insofar as required for the purpose of the contract, the specification, statutory requirements or industrial use.

2. Technical documentation may include in particular operating instructions, maintenance instructions, assembly instructions, spare parts lists, parts lists, drawings, data sheets, test reports, material certificates, declarations of conformity and incorporation, risk assessments, welding documentation, pressure test certificates, calibration certificates, software documentation, interface descriptions and safety data sheets.

3. The Contractor must ensure that CE-relevant deliveries and services meet all applicable EU regulations and that the required conformity assessments, risk assessments, technical documents, markings and declarations are properly provided.

4. Required documentation must be handed over completely and in auditable form at the latest upon delivery, or — for services subject to acceptance — at the latest upon acceptance, unless an earlier date has been agreed.

5. Incomplete, incorrect or non-auditable documentation constitutes a defect in performance or delivery and may prevent payments from becoming due and prevent acceptance.

6. DubbeDynamics is entitled to use and reproduce documentation within the scope of the purpose of the contract, to pass it on to customers, operators, authorities, inspection organisations, insurers, consultants or other third parties involved in the project, and to integrate it into overall technical documentation.

1. Where acceptance is agreed or required by law, acceptance takes place only after complete, defect-free and contractual performance including complete documentation.

2. Factory Acceptance Tests (FAT), Site Acceptance Tests (SAT), interim tests, factory acceptances, inspections, documentation reviews or other tests are carried out according to the contractually agreed criteria. In the absence of such criteria, the recognised rules of technology, the agreed specification and the contractually intended purpose apply.

3. The Contractor must prepare tests in good time, provide the necessary test equipment, measuring equipment, personnel, documents, media, safety measures and evidence, and invite DubbeDynamics to participate in good time.

4. Conducting or participating in FAT, SAT, factory testing, inspection or other testing does not constitute acceptance unless acceptance is expressly declared in writing.

5. If defects, deviations or documentation gaps are identified during tests, the Contractor must remedy them without undue delay at its own cost and repeat the test on request by DubbeDynamics.

6. The Contractor bears the costs of additional or repeated tests that become necessary due to defects, deviations, lack of preparation or missing documentation on the part of the Contractor.

7. Use or commissioning by DubbeDynamics for testing, integration or project purposes does not constitute acceptance unless DubbeDynamics expressly declares acceptance.

1. Before accepting the order, the Contractor must check whether the ordered goods, substances, mixtures, parts, components, packaging or other elements of performance are to be classified as hazardous substances, dangerous goods or otherwise regulated substances.

2. The Contractor must inform DubbeDynamics without undue delay and completely of all relevant classifications, markings, safety requirements, transport regulations, storage requirements, use restrictions, disposal requirements and other regulatory requirements.

3. Hazardous substances and dangerous goods must be properly packaged, marked, declared and transported in accordance with all applicable national and international regulations and provided with the required safety data sheets, transport documents and emergency information.

4. The Contractor is responsible for damages, delays, costs, fines, official measures or other disadvantages resulting from incorrect, incomplete or late information, markings, declarations or breaches of hazardous-substance, dangerous-goods, environmental or product-safety regulations.

5. When working at sites of DubbeDynamics or its customers, the Contractor must comply with all applicable occupational health and safety, security, environmental, access, hygiene, fire-protection and site regulations and instruct its employees and subcontractors accordingly.

6. DubbeDynamics is entitled to interrupt or refuse work if safety, environmental or health risks exist or if required evidence, instructions or approvals are missing.

1. The Contractor must comply with all applicable export-control, customs, embargo, sanctions and foreign-trade regulations, including those of the European Union, the Federal Republic of Germany, the United States of America and other applicable jurisdictions, to the extent applicable in the individual case.

2. The Contractor must inform DubbeDynamics in writing, at the latest upon acceptance of the order, whether deliveries, software, technologies, technical documents or other services are subject to export restrictions, authorisation requirements, re-export restrictions, sanctions regulations or other foreign-trade restrictions.

3. The Contractor provides DubbeDynamics with all required information, in particular export-control classifications, control-list items, ECCN, export-list numbers, customs tariff numbers, country of origin, preference evidence, supplier declarations and end-use information, to the extent relevant to the order.

4. The Contractor warrants that it, its legal representatives, beneficial owners, engaged subcontractors and significant sub-suppliers are not listed on applicable sanctions lists, to the extent this is verifiable in a legally permissible manner.

5. DubbeDynamics is entitled to refuse acceptance, execution, payment or further use of services where export-control, customs, embargo or sanctions concerns exist or required information or approvals are missing.

6. The Contractor indemnifies DubbeDynamics against all damages, costs, fines, claims and disadvantages arising from the Contractor's breaches of export-control, customs, embargo or sanctions regulations.

1. The Contractor warrants that its services are free of material and legal defects, comply with the agreed characteristics, are suitable for the contractually intended purpose, comply with the state of the art and meet all applicable statutory, regulatory, technical, safety, environmental and quality requirements.

2. DubbeDynamics will inspect delivered goods within a reasonable period for externally identifiable deviations. Defects that only become identifiable during processing, commissioning, integration, testing, acceptance or use may be notified after discovery. To this extent the Contractor waives the objection of late notice, to the extent legally permissible.

3. In the event of defects, DubbeDynamics is entitled to the statutory rights without restriction. DubbeDynamics may, at its own option, demand subsequent performance by rectification or replacement, to the extent legally permissible.

4. The Contractor must bear all expenses required for the purpose of defect inspection and subsequent performance, in particular costs for fault finding, removal, installation, disassembly, assembly, transport, freight, packaging, insurance, customs, travel, working time, tests, repeat tests, technical acceptances, documentation adjustments and downtime costs, insofar as these are caused by the defect.

5. In urgent cases — in particular to avert disproportionate damages, to meet project deadlines or where there is a risk to operational safety, the environment or health — DubbeDynamics is entitled to remedy defects itself or have them remedied by third parties at the Contractor's cost where prior setting of a deadline is unreasonable.

6. The limitation period for claims for defects is 36 months from transfer of risk or acceptance, unless longer statutory periods apply. For services for structures or items used accordingly, the longer statutory periods apply.

7. For rectified, repaired or replaced services, the limitation period for the affected part begins anew, to the extent legally permissible; however, it ends at the latest five years — or seven years where related to structures — after the original transfer of risk or original acceptance.

8. Statutory recourse claims, in particular supplier recourse, remain fully reserved.

1. Insofar as the Contractor is responsible for a product defect, defective performance, defective documentation, defective safety information or a breach of statutory or official safety regulations, it shall indemnify DubbeDynamics against third-party claims upon first written demand.

2. The indemnification covers in particular damages claims, expense-reimbursement claims, legal defence costs, expert costs, recall costs, replacement costs, information costs, transport costs, removal and installation costs and other costs incurred by DubbeDynamics in connection with the product defect or safety measure.

3. DubbeDynamics will, where possible and reasonable, inform the Contractor of the nature and scope of recall, field, safety or information measures and give it the opportunity to comment. The obligation to avert danger and mitigate damage remains unaffected.

4. The Contractor must maintain commercial and product liability insurance with adequate cover for the duration of the business relationship and for a reasonable period thereafter. On request, it must provide DubbeDynamics with corresponding evidence of insurance, in particular a confirmation of insurance or confirmation of cover.

5. The maintenance of insurance limits neither the liability of the Contractor nor the claims of DubbeDynamics.

1. The Contractor warrants that the goods, services, documentation, software, designs, drawings, work results and other elements of performance it supplies do not infringe any third-party rights, in particular no patents, utility models, designs, trademarks, copyrights, trade secrets or other protective rights.

2. If DubbeDynamics is held liable for an actual or alleged infringement of third-party rights, the Contractor shall indemnify DubbeDynamics upon first written demand against all claims, damages, costs and expenses, insofar as the infringement originates from the Contractor's sphere.

3. The Contractor must ensure at its own cost that DubbeDynamics can use the services in accordance with the contract. This may be done in particular by procuring the necessary usage rights, modification, replacement or other suitable measures.

4. Insofar as work results, drawings, designs, calculations, software, documentation, data, concepts or other results arise in the course of performance, DubbeDynamics receives, upon full payment, an unrestricted (in terms of territory, time and subject matter), transferable, sublicensable usage right, insofar as this is required for the purpose of the contract, integration, operation, maintenance, repair, modification, documentation, transfer to customers and replacement procurement.

5. Pre-existing standard tools, general know-how, libraries, methods and background IP of the Contractor remain with the Contractor. However, the Contractor grants DubbeDynamics the usage rights thereto required for the purpose of the contract.

6. The Contractor may not use work results based on specifications, requirement specifications, drawings, data, specifications or know-how of DubbeDynamics for third parties without the consent of DubbeDynamics.

1. The engagement of significant subcontractors — in particular for engineering, manufacturing, safety-relevant components, documentation, testing, software, assembly or critical supply elements — requires the prior consent of DubbeDynamics in text form.

2. The Contractor remains responsible for the services of its subcontractors, suppliers, sub-suppliers, planning offices, consultants and other vicarious agents as for its own conduct.

3. The Contractor must ensure that subcontractors fulfil all contractual obligations relevant to their services, in particular confidentiality, quality, documentation, export control, compliance, occupational safety, IP rights and audit rights.

4. DubbeDynamics is entitled, for legitimate reasons, to request information about significant subcontractors and their share of performance.

5. DubbeDynamics may pay justified claims of subcontractors directly to them where this is necessary to avoid rights of retention, delivery stoppages, project delays or other risks. In relation to the Contractor, such payments are deemed performance in lieu, insofar as the claim was justified.

6. The Contractor may not exercise rights of retention against subcontractors or cause performance stoppages that jeopardise performance towards DubbeDynamics, where this is avoidable.

1. The Contractor undertakes to comply with all applicable laws and regulations, in particular anti-corruption, antitrust, anti-money-laundering, foreign-trade, tax, labour, social, human-rights, environmental, data-protection and occupational-safety regulations.

2. The Contractor may neither directly nor indirectly offer, promise, grant, demand or accept undue advantages. This applies in particular vis-à-vis public officials, customers, suppliers, employees, consultants and other third parties.

3. The Contractor undertakes to act ethically, with integrity and in compliance with the law, and is guided by recognised principles of responsible corporate governance, in particular regarding human rights, fair working conditions, the prohibition of child and forced labour, the prohibition of discrimination, occupational safety, environmental protection and conservation of resources.

4. The Contractor must take appropriate measures to avoid, identify and remedy compliance violations in its supply chain, to the extent reasonable taking into account the nature, size, risk and ability to exert influence.

5. The Contractor must inform DubbeDynamics without undue delay if there are concrete indications of serious compliance, human-rights, environmental, export-control or corruption violations in connection with the performance of the contract.

6. In the event of serious or repeated breaches of compliance, ESG, human-rights, environmental or anti-corruption obligations, DubbeDynamics is entitled to suspend orders, to terminate or rescind the contract and to claim damages.

1. The Contractor must comply with all applicable data-protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act, insofar as personal data is processed.

2. Insofar as the Contractor processes personal data on behalf of DubbeDynamics, the parties will conclude a required data processing agreement or other data-protection agreement before the start of processing.

3. The Contractor must take appropriate technical and organisational measures to protect data, documents, IT systems, interfaces, access credentials, software, project information and confidential information against loss, unauthorised access, manipulation, disclosure and misuse.

4. The Contractor must report without undue delay any security incidents, data breaches, cyberattacks, unauthorised access, data losses or other IT security events that may affect services for DubbeDynamics, and cooperate in their investigation, containment and remediation.

5. The Contractor may only process confidential data of DubbeDynamics in systems, countries or environments that ensure an adequate level of security and data protection and comply with contractual and statutory requirements.

6. For software, control systems, digital components, remote access or IT-related services, the Contractor must eliminate known security vulnerabilities, insecure default passwords, uncontrolled remote access and avoidable security risks, or expressly notify DubbeDynamics thereof.

1. Force majeure means unforeseeable, unavoidable events outside the control of the affected party that temporarily make performance of the contract impossible or substantially more difficult.

2. This may include in particular natural disasters, war, terrorism, civil unrest, pandemics, epidemics, official measures, embargoes, export or import bans, energy outages, cyberattacks, strikes, lockouts, transport disruptions and significant supply-chain disruptions, insofar as the affected party is not responsible for them.

3. The Contractor must inform DubbeDynamics without undue delay in writing of the occurrence, cause, expected duration, effects and planned countermeasures. It must take all reasonable measures to avoid or minimise effects on DubbeDynamics.

4. Force majeure releases the Contractor from its performance obligations only for the duration and to the extent of the specific impediment. No payment claims for services not rendered arise as a result.

5. If the impediment lasts longer or jeopardises material project deadlines, DubbeDynamics is entitled to procure services elsewhere, adjust orders, terminate or rescind the contract, insofar as adherence to the contract is unreasonable.

1. DubbeDynamics is entitled to terminate or rescind contracts in accordance with statutory provisions. Further contractual rights remain unaffected.

2. DubbeDynamics may terminate the contract for good cause without observing a notice period, or rescind the contract, if the Contractor breaches material contractual obligations and fails to remedy the breach despite a reasonable deadline.

3. Good cause exists in particular in the event of significant delivery default, repeated quality defects, serious compliance violations, breaches of export control or sanctions, breach of confidentiality obligations, unauthorised disclosure of documents, impermissible subcontracting, suspension of payments, application for the opening of insolvency proceedings, or the opening or rejection of such proceedings for lack of assets.

4. In the event of termination, the Contractor must surrender without undue delay all work results, documents, documentation, materials, tools, provided materials and other items of DubbeDynamics produced up to that point, and cooperate in an orderly handover.

5. In the event of termination or rescission for reasons attributable to the Contractor, the Contractor bears all additional costs of replacement procurement or substitute performance as well as other damages of DubbeDynamics.

1. The Contractor may only assign claims against DubbeDynamics with the prior written consent of DubbeDynamics. § 354a of the German Commercial Code (HGB) remains unaffected.

2. DubbeDynamics is entitled to set off all statutory and contractual counterclaims or to assert rights of retention.

3. To the extent legally permissible, DubbeDynamics may also set off or assert rights of retention in respect of claims to which it is entitled against companies affiliated with the Contractor, or to which companies affiliated with DubbeDynamics are entitled against the Contractor, provided there is an economic connection with the business relationship.

4. The Contractor is only entitled to set-off or retention insofar as its counterclaims are undisputed, legally established or ready for decision and are based on the same contractual relationship.

5. Rights of retention over documents, tools, provided materials, documentation, software, data or other property of DubbeDynamics are excluded to the extent legally permissible.

1. The place of performance for deliveries and services of the Contractor is the place of use stated in the order or the agreed destination. The place of performance for payments is the registered office of DubbeDynamics.

2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent legally permissible, Ludwigshafen am Rhein, Germany. However, DubbeDynamics is also entitled to sue the Contractor at its general place of jurisdiction.

3. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-law rules insofar as these would lead to the application of another law.

4. The contract language is German, unless expressly agreed otherwise in writing. In the case of translations or foreign-language versions, the German version prevails in case of doubt, to the extent legally permissible.

1. Should individual provisions of these AEB be or become wholly or partially invalid, unenforceable or incomplete, the validity of the remaining provisions remains unaffected.

2. In place of the invalid, unenforceable or incomplete provision, a valid provision that comes as close as possible to the economic purpose of the original provision is deemed agreed, to the extent legally permissible.

3. Amendments and supplements to the contract require text form, unless a stricter form is prescribed by law or by individual agreement.

4. Rights of DubbeDynamics under these AEB exist cumulatively and do not exclude statutory rights, unless expressly provided otherwise.

5. These AEB replace previous purchasing terms of DubbeDynamics for future orders as soon as they are effectively incorporated into the respective order or business relationship.

Delivery clause: DDP Bad Dürkheim, Germany, Incoterms® 2020. For project deliveries, the specific place of use must be named in the order.

Payment: 14 days 3 % discount / 30 days 2 % discount / 60 days net. The period begins only after complete performance and an auditable invoice.

Contractual penalty for delay: 0.2 % per commenced calendar day, maximum 5 %. Further damages remain reserved.

Warranty: 36 months from transfer of risk or acceptance. Longer statutory periods remain unaffected.

Spare-parts availability: at least 10 years. Applies in particular to machines, apparatus, assemblies and OEM components.

Documentation: part of the performance. Missing documentation may prevent payment and acceptance.