General Terms and Conditions

of BJS CERAMICS GMBH and BJS COMPOSITES GMBH

1. General

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all deliveries and services of BJS Ceramics GmbH and BJS Composites GmbH (each of these companies hereinafter individually referred to as “BJS”) to their customers, provided that such customers are entrepreneurs, legal entities under public law or special funds under public law. They do not apply to consumers.

1.2 These GTC apply in addition to our offers and order confirmations. Any deviating purchasing terms of the customer are hereby expressly rejected. They shall not apply vis-à-vis BJS, even if BJS executes orders without reservation, unless BJS expressly agrees to such deviating purchasing terms of the customer in advance.

2. Pre-contractual Services, Offer and Acceptance

2.1 Initial cost estimates, including the sketches and schematic representations required to explain them, are provided free of charge. If, at your request, further documents (drafts, plans, drawings, strength calculations, etc.) are prepared beyond the initial offer and BJS does not receive the order, BJS shall be entitled to charge reasonable remuneration corresponding to the special work effort requested, provided that prior notice of this has been given.

2.2 BJS and you agree that all information, drawings, data, etc. provided in the course of the cooperation shall be treated mutually as trade secrets or confidential information and may be used exclusively within the scope of the cooperation. Any other use, in particular disclosure to third parties, is strictly prohibited.

2.3 BJS retains all ownership rights, copyrights, rights of use and other intellectual property rights in all drawings, drafts, models, samples, technical documents, data, know-how, calculations and other work results created or provided by BJS. You may use them only for the contractually intended purpose and may disclose them to third parties only with BJS’ prior consent in text form.

2.4 You are obliged to provide BJS in due time, completely and accurately with all information, documents, specifications, approvals, samples, permits and acts of cooperation required for the proper performance of the contract. Delays or additional expenses resulting from incomplete, late or inaccurate information or acts of cooperation shall not be borne by BJS and shall be reasonably reimbursed by you.

2.5 Changes to the agreed scope of services, specifications, drawings, materials, deadlines or other contractual bases require confirmation by BJS. If such changes result in additional costs or schedule delays, BJS shall be entitled to request a corresponding adjustment of the remuneration and of the delivery or performance periods.

2.6 Our offers are non-binding. Contracts are concluded only upon confirmation by BJS in text form.

2.7 Technical data and descriptions in BJS’ product information, data sheets and other marketing materials are for guidance only. They are based on technical findings from laboratory tests and various practical applications. They shall therefore in no case be regarded as warranted characteristics, quality guarantees or other guarantees or assurances, for example – without limitation – for a specific application, suitability for a particular purpose or compliance with specific performance parameters.

2.8 The scope of BJS’ performance is determined by the respective contract and is limited to the deliveries and services listed therein in detail, unless the contract expressly provides otherwise.

2.9 If BJS provides or sells samples, trial materials or trial products that you use for qualification in processes and applications, any warranties and any liability of BJS shall be excluded to the extent permitted by law. This applies in particular, but not exclusively, to warranties and liability relating to the usability or reproducibility of such samples, trial materials or trial products and their large-scale and/or industrial production. Any claims for damages against BJS arising from the non-reproducibility of such samples, trial materials or trial products are excluded to the extent permitted by law.

3. Prices and Payment Terms

3.1 For material deliveries, prices are quoted free carrier (FCA, Incoterms® pursuant to Section 10.1), net, excluding packaging, freight, insurance, VAT and, where applicable, customs duties. For assembly services to be performed, prices for the work to be performed are based on the statutory or collectively agreed working hours applicable to BJS. If you request overtime, night work, Sunday work or work on public holidays, the collectively agreed or statutory surcharges shall be charged additionally.

3.2 In addition to the agreed hourly rates, which are net amounts, the costs of outward and return travel of BJS employees, remuneration for travel time, collectively agreed daily allowances and other expenses shall be reimbursed at the applicable rates.

3.3 Invoices are payable without deduction no later than 30 days after receipt of the invoice. Set-off against claims of BJS or the exercise of a right of retention is permitted only if the counterclaim is undisputed or has been finally adjudicated. All payment transaction costs shall be borne by you. BJS is entitled to assign claims arising from the business relationship.

3.4 In the event of default in payment, BJS shall be entitled to claim default interest and any further damages caused by default in accordance with statutory provisions.

4. Retention of Title

4.1 BJS retains title to the delivered goods as security for all claims to which BJS is entitled arising from the current and future business relationship. Title also extends to new products created by processing the goods subject to retention of title. In the event of processing, combining or mixing with other items not belonging to BJS, BJS shall acquire co-ownership of the new item in the proportion of the invoice value of the goods subject to retention of title to the value of the other materials used. The exercise of retention of title does not require a declaration of withdrawal, provided that you are in default of payment.

4.2 Monetary claims arising against your customers from the sale of materials still owned or co-owned by BJS shall be deemed assigned by you to BJS in advance at the time of sale. The scope of the advance assignment is limited to the amount of BJS’ claim against you. Until revoked by BJS, however, you shall remain entitled to collect the claim in your own name and remit it to BJS.

4.3 If the realizable value of the security interests to which BJS is entitled exceeds the secured claims by more than 10%, BJS shall, at your request, release security interests accordingly at BJS’ discretion.

4.4 If, before or during delivery/performance of the work, justified doubts arise as to your solvency, BJS may request sufficient security from you to secure your payment obligations and may withhold performance of deliveries and services until such security has been provided. If you are unable to provide the requested security, BJS shall be entitled to withdraw from the contract without you being able to derive any liability or warranty claims against BJS therefrom – subject to mandatory statutory claims.

4.5 Disruptions, delivery delays or additional expenses resulting from your failure to provide required acts of cooperation, approvals, specifications, payments or security in due time shall entitle BJS to a reasonable extension of delivery and performance periods and to claim the additional costs incurred as a result.

5. Export Control

5.1 Since numerous BJS products are subject to governmental export control and their delivery is possible only in compliance with the applicable foreign trade and export control regulations, any resulting delivery delays and/or delivery impediments shall not be borne by BJS. Any additional costs and expenses resulting therefrom that are necessary for BJS to fulfil its contractual obligations shall be reimbursed by you. You, in turn, undertake to strictly comply with foreign trade law requirements when exporting the products, to provide BJS with all information required in this respect (e.g. end-use statements) and to indemnify and hold BJS harmless from and against all claims, proceedings, actions, fines, expenses, costs (including necessary legal enforcement costs), losses and damages resulting from a culpable breach of foreign trade and export control regulations.

5.2 In ITAR-relevant collaborations, you shall ensure that BJS receives ITAR-relevant information, products or technologies only after prior notification and confirmation by BJS in text form.

5.3 If BJS is or becomes prevented from fulfilling one or more of its contractual obligations due to applicable foreign trade and export control regulations, BJS shall be released from performing its obligations under the contract for the duration and to the extent of such impediment. This also applies in particular if BJS is prevented from fulfilling its contractual obligations because BJS’ suppliers or subcontractors are prevented in whole or in part from delivering or performing due to applicable foreign trade and export control regulations. In any event, BJS shall not be liable to you for related claims due to delays, losses or damages, unless BJS is responsible for them due to gross negligence or intent.

5.4 In the event that performance of the contract becomes wholly or partially impossible due to applicable foreign trade and export control regulations, each party shall be entitled to terminate the contract with one (1) week’s notice in text form or, with the same notice period, to withdraw from the contract with respect to the part of the deliveries not yet performed. In such case, BJS shall be entitled to the agreed remuneration for all deliveries performed up to that point. If you are responsible for the impossibility, BJS shall additionally be entitled to reimbursement of all costs and expenses for all unfinished products or services, including costs and expenses incurred by BJS vis-à-vis suppliers or subcontractors.

6. Place of Performance and Transfer of Risk

6.1 BJS is free to choose the respective production site. For material deliveries, the place of performance is the dispatching plant. For deliveries including assembly, it is the place where the work is erected. Risk shall pass to you when the goods leave our plant (FCA, Incoterms® pursuant to Section 10.1). For works to be produced, risk shall pass upon acceptance. Acceptance shall be deemed to have occurred if you do not grant acceptance within seven (7) working days after completion and request for acceptance. This shall not apply if there are reasons preventing acceptance that fall within BJS’ sphere of responsibility or material defects in the work.

6.2 If you do not accept the goods in due time or are otherwise in default of acceptance, BJS shall be entitled to store the goods at your cost and risk and to charge the reasonable storage, insurance and other additional costs incurred thereby. Further statutory rights of BJS remain unaffected.

6.3 Tools, moulds, fixtures, templates or other production equipment manufactured or procured by BJS shall remain the property of BJS, unless expressly agreed otherwise, even if you contribute to the costs thereof. BJS

shall be obliged to store such production equipment only to the extent expressly agreed.

7. Delay and Warranty for Defects

7.1 Our delivery dates are non-binding unless their binding nature has been expressly agreed with you.

7.2 Bindingly agreed delivery dates refer to the dispatch date of the goods or, in the case of deliveries including assembly, to the date of completion of the work, plus any delays resulting from the need to comply with applicable foreign trade and export control regulations. In the event of culpable delay in delivery by BJS, you may assert the rights available to you by law after expiry of a reasonable grace period set in text form. Claims for damages against BJS are, however, limited in amount to the foreseeable and contract-typical scope of damage.

7.3 Claims for damages due to delay in delivery are limited in amount to the order value of the delivery affected by the delay, unless any insurance taken out by BJS covers further damage; however, this limitation applies only in accordance with Sections 7.4 and 8.

7.4 The limitation of liability under Section 7.3 shall not apply to claims under the German Product Liability Act, in cases of intent or gross negligence, in the event of injury to life, limb or health, due to the assumption of a guarantee regarding the existence of a characteristic (quality guarantee), or in the event of breach of material contractual obligations. In the event of a slightly negligent breach of material contractual obligations, liability shall be limited to the contract-typical, foreseeable damage. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance you may regularly rely. In no event shall BJS be liable beyond statutory claims.

7.5 Operational disruptions, failures of suppliers, shortages of energy or raw materials, transport disruptions, pandemics, cyberattacks, embargoes, sanctions, supply chain disruptions, provided that such events were unforeseeable and unavoidable and are outside BJS’ reasonable sphere of influence, as well as strikes, lockouts, official orders and other events of force majeure shall release BJS from its obligation to deliver for the duration of the disruption and to the extent of its effect. If the delivery or performance by BJS is delayed by more than one (1) month as a result, either party shall be entitled, to the exclusion of all further claims, to withdraw from the contract with respect to the quantities affected by the delivery disruption.

7.6 BJS is entitled to make partial deliveries and render partial services, provided this is reasonable for you and no legitimate interests on your part conflict therewith.

7.7 The limitation period for claims for defects is limited to 12 months from the date on which the statutory limitation period commences, unless BJS is liable for intent or gross negligence or for injury to life, limb or health. The shortened limitation period also does not apply if BJS has supplied an item which, in accordance with its customary use, has been used for a building and has caused its defectiveness, or in other cases in which a shortening of the limitation period is legally inadmissible.

7.8 If you assert a defect more than six (6) months after delivery or acceptance, you shall bear, to the extent permitted by law, the burden of presentation and proof that the defect already existed at the time of transfer of risk. If, despite knowledge of a defect for which BJS is responsible, you continue to use the item and the defect thereby increases, your warranty claims shall lapse to that extent.

7.9 Defects must be notified in text form without undue delay in accordance with Sections 377 and 381 of the German Commercial Code. Otherwise, the assertion of claims for defects is excluded to the extent permitted by law. Timely dispatch of the notice shall be sufficient to meet the deadline. Under no circumstances does BJS

assume responsibility for your incoming goods inspection.

7.10 If the notice of defects was culpably unjustified, you shall be obliged to reimburse BJS for the necessary expenses incurred by BJS for inspecting and reviewing the notice of defects.

8. Other Liability

8.1 BJS shall be liable in accordance with statutory provisions for damages for which it is responsible arising from injury to life, limb or health, as well as for all acts based on intent or gross negligence. In all other respects, BJS shall be liable for slight negligence only in the event of a breach of material contractual obligations; in such case, liability shall be limited to the contract-typical, foreseeable damage. Further claims for damages – irrespective of their legal basis – are excluded to the extent permitted by law or unless expressly granted under these terms.

8.2 Subject to Section 8.1 and to the extent permitted by law, liability for damage that has not occurred directly to the goods themselves and exceeds the foreseeable and contract-typical scope of damage for BJS is excluded. Liability for consequential damage, including in particular production downtime, business interruption, loss of profit and loss of information and data, is excluded to the extent permitted by law or unless expressly granted under these terms.

9. Business Conduct and Ethical Principles

Our Code of Conduct and, based thereon, our Anti-Slavery, Anti-Human-Trafficking and Anti-Child Labour Policy and our Anti-Corruption and Anti-Bribery Policy (together, our “Compliance Requirements”, published on www.bjsceramics.com) in their respective current version, provided that they have been made accessible to you and are reasonable for you, set fundamental standards for lawful and ethical conduct in business dealings, with particular regard to human rights, labour rights and environmental rights. Compliance with our Compliance Requirements by our business partners is of fundamental importance to us. The Compliance Requirements are therefore a material part and basis of the business relationship with you. If we become aware of material breaches of these Compliance Requirements for which you are responsible and such breaches are not remedied despite a reasonable grace period, or if setting a grace period is dispensable due to the severity of the breach, we shall be entitled to terminate the specific contractual relationship concerned as well as the entire business relationship with you for good cause, without incurring any liability towards you, to the extent permitted by law.

10. Final Provisions

10.1 The contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. For the interpretation of delivery clauses, the Incoterms® in the version valid at the time of conclusion of the contract shall apply.

10.2 The place of jurisdiction shall be deemed to be the registered office of the selling company, to the extent permitted by law. However, BJS shall also be entitled to initiate legal proceedings at your general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

10.3 Legally relevant declarations and notices, in particular notices setting deadlines, notices of defects, declarations of withdrawal or termination, must at least be made in text form, unless a stricter form is prescribed by law.

10.4 Contract-related communication, offer and order processing as well as technical coordination may also take place by e-mail or in other electronic form, unless expressly agreed otherwise or a stricter form is prescribed by law.

10.5 The validity of the remaining provisions shall remain unaffected if individual provisions of these GTC or of the contract are or become invalid or unenforceable. The invalid or unenforceable provision shall be replaced by the statutory provision.

10.6 If personal data are processed in the course of the business relationship and such processing constitutes commissioned processing within the meaning of Art. 28 GDPR, the parties shall enter into a separate data processing agreement before the relevant processing begins. Otherwise, BJS processes personal data in accordance with applicable data protection laws, in particular the GDPR and the German Federal Data Protection Act (BDSG).

General Terms and Conditions of Purchase

of BJS CERAMICS GMBH and BJS COMPOSITES GMBH

1. General Provisions

1.1 Our orders and purchase orders are placed exclusively on the basis of these General Terms and Conditions of Pur-chase. These General Terms and Conditions of Purchase apply, to the exclusion of our supplier’s terms and conditions and subject to any deviating agreements, to all present and future deliveries and services to us by an entrepreneur, a legal entity under public law or a special fund under public law. They do not apply in relation to consumers.

1.2 The version of these General Terms and Conditions of Purchase valid at the time the order is placed shall be author-itative.

1.3 Conflicting or deviating terms and conditions of our suppliers shall have no effect unless their application has been expressly agreed in writing for a specific service or specific order.

1.4 These General Terms and Conditions of Purchase shall also apply if we accept the delivery items without reservation despite being aware of conflicting or deviating terms and conditions of our supplier.

1.5 Where relevant in an individual case, the statutory provisions and, in the case of cross-border contracts, the Inco-terms® 2020 of the International Chamber of Commerce in Paris as well as the Uniform Customs and Practice for Doc-umentary Credits (UCP) in their current version shall apply in addition.

2. Orders / Purchase Orders

2.1 Orders or purchase orders shall only be legally binding if they have been issued by us in writing or confirmed by us in writing. Deviations from these General Terms and Conditions of Purchase require our express written confirmation. Individual agreements shall remain unaffected.

2.2 The respective contract shall be concluded with the content of our order or purchase order if the supplier confirms the order in writing, begins performance, or provides the delivery without reservation. Any objection by the supplier to the respective order or purchase order must be notified without undue delay, where possible within 5 working days after receipt of the order, stating specific reasons.

2.3 The supplier shall comply with our requests for changes to the ordered goods or other services in qualitative and/or quantitative terms after conclusion of the contract, provided this is reasonable for the supplier and agreement is reached on any price adjustments.

2.4 All requirements communicated in the order, purchase order, specification, drawing, process requirement, work instruction or other contractual document shall be reviewed by us for adequacy before being communicated to the supplier and shall be complied with by the supplier. This also applies to our customers’ requirements and to require-ments that must be flowed down to subcontractors used by the supplier. Customer-designated suppliers, subcontrac-tors approved by us, or special processes may be used by the supplier only in accordance with our specifications.

3. Payment Terms, Prices, Packaging

3.1 The price stated in our order or purchase order shall be binding. Unless expressly agreed otherwise in writing, in case of domestic and EU supplies the price includes delivery according to DAP Incoterms® 2020 to the shipping address specified in the order, including packaging, transport and insurance. Statutory VAT shall, where applicable, be owed in addition and shown separately. It shall be calculated at the rate applicable on the date it arises. In case of extra-EU trade, the price includes delivery according to DAP customs duties paid, import taxes unpaid Incoterms® 2020 to the shipping address specified in the order, including packaging, transport, insurance, customs clearance and any duties.

3.2 Auditable invoices and confirmed performance records for services rendered shall be sent to us in duplicate and shall state our order number. The supplier shall be responsible for all consequences arising from non-compliance with this obligation unless the supplier proves that it is not responsible for such non-compliance.

3.3 The agreed prices shall cover all costs incurred until performance of the contract, including, for example, packaging, transport, insurance, customs clearance, installation and excise duties.

4. Deadlines, Dates, Breaches of Duty

4.1 The agreed delivery and performance periods and dates shall be binding.

4.2 If the supplier is unable to meet the delivery or performance date, the contracting office or, in the case of framework agreements, the office issuing the call-off order shall be notified immediately in writing, stating the reasons for and the expected duration of the delay.

4.3 Operational disruptions, failures of upstream suppliers, shortages of energy or raw materials, transport disruptions, provided such events were unforeseeable and unavoidable, as well as strikes, lockouts, official orders and other events of force majeure shall release the affected party from its obligation to deliver or accept delivery for the duration of the disruption and to the extent of its effect. In cases of force majeure, the parties shall jointly agree on an appropriate new date for performance. If performance or acceptance is thereby delayed by more than one (1) month, either party shall be entitled to withdraw from the contract with respect to the quantities affected by the disruption to delivery or ac-ceptance. Further claims shall be governed by the statutory provisions.

4.4 During normal business hours, we, our customers and competent statutory, governmental or regulatory authorities shall be entitled, upon reasonable prior notice and subject to appropriate confidentiality, security, data protection and operational requirements, to inspect products in the course of manufacture or already completed and to carry out agreed verification, validation, inspection or audit activities. The right of access includes the affected areas of the facil-ities and the corresponding documented information. The supplier shall ensure that, for this purpose and to the extent necessary, we, our customers and competent statutory, governmental or regulatory authorities may also access prem-ises and facilities of third parties.

4.5 The right of access under clause 4.4 shall apply accordingly at every level of the supply chain, in particular also vis-à-vis subcontractors. The supplier shall ensure that the necessary contractual rights are in place.

4.6 In the event of a breach of duty by the supplier, we shall be entitled to the statutory remedies. By accepting a culpably delayed delivery or service, we do not waive any claims for damages or contractual penalties, provided such contractual penalties have been validly agreed.

4.7 We shall be entitled to transfer or assign claims and rights arising from the respective order or purchase order to affiliated companies, legal successors or third parties with a legitimate interest, provided that no legitimate interest of the supplier conflicts with such transfer or assignment.

5. Delivery, Foreign Trade Law, Import Customs Clearance and Supply Chain Security

5.1 Unless otherwise agreed in writing, delivery shall be made according to DAP Incoterms® 2020 respectively DAP, customs duties paid, import taxes unpaid Incoterms® 2020 (see 3.1) to the address specified in the order. The passing of risk shall be governed by the agreed delivery term. Unless otherwise agreed, the risk shall pass to us upon delivery and acceptance of the goods at the agreed receiving point. Any shipping instructions issued by us shall be observed. Delivery notes shall be enclosed with each delivery in duplicate. All shipping documents and delivery notes must de-scribe the contents of the shipment and state our order number. In the case of freight collect deliveries, the carrier shall be informed by the supplier that we are an SVS/RVS prohibition customer.

5.2 The supplier is obliged to mark the ordered goods as intended for us. Only with our consent and at our request may the supplier use our trademarks for this purpose, subject to revocation.

5.3 The supplier may subcontract the order or individual parts thereof to independent third parties only with our prior written consent.

5.4 The supplier shall be entitled to make partial deliveries or render partial services only with our consent or to the extent that they are reasonable for us and do not cause any additional costs.

5.5 The supplier shall comply with all requirements of applicable national and international customs, export control and other foreign trade law (collectively, “Foreign Trade Law”). No later than two weeks after the order and without undue delay in the event of any changes, the supplier shall provide us in writing with all information and data required by us to comply with Foreign Trade Law in connection with export, import and re-export, in particular:

  • all applicable export list numbers, including the Export Control Classification Number under the U.S. Commerce Control List (ECCN);
  • the statistical commodity code according to the current commodity classification for foreign trade statistics or the Harmonized System (HS) Code; and
  • country of origin (non-preferential origin) and, if requested by us, supplier declarations regarding preferential origin (for European suppliers) or preference certificates (for non-European suppliers).

5.6 The supplier shall be entitled to carry out import customs clearance in our name only with our prior written consent. If the supplier carries out import customs clearance in our name, it shall be obliged to provide and hand over to us, without being requested to do so, all documents and other import-relevant information received in connection with the import customs clearance, in particular tax assessment notices, without undue delay. If the supplier fails to comply with this obligation after expiry of a reasonable grace period, we shall be entitled to withdraw from the affected order or to terminate the order extraordinarily with immediate effect, provided that it is unreasonable for us to adhere to the contract.

5.7 The supplier shall take the necessary organisational instructions and measures, in particular in the areas of site security, business partner, personnel and information security, packaging and transport, in order to ensure supply chain security in accordance with the requirements of relevant internationally recognised initiatives based on the WCO SAFE Framework of Standards (e.g. AEO, C-TPAT). The supplier shall protect its deliveries and services to us or to third parties designated by us against unauthorised access and manipulation. The supplier shall use only reliable personnel for such deliveries and services and shall oblige any subcontractors to take corresponding measures.

6. Warranty and Termination

6.1 The commissioned delivery shall be provided free from defects and shall comply with the applicable state of the art and the agreements made. The delivery item shall comply with the recognised rules of technology, the Product Safety Act, the regulations of the employers’ liability insurance associations and all other applicable safety and accident pre-vention regulations.

6.2 The warranty period shall be 24 months from acceptance, installation at our works or handover; if a trial run has been agreed, from the time such trial run has been carried out. Where a longer statutory period applies, such longer period shall apply. For the assessment of freedom from defects, the agreed quality, the subjective and objective re-quirements and the installation requirements within the meaning of Section 434 of the German Civil Code (BGB), as amended from time to time, shall apply in particular; expressly agreed technical specifications, drawings, process re-quirements, work instructions, special requirements, critical items and key characteristics shall prevail as agreements on quality. In the case of machinery, equipment, spare parts and accessories, without prejudice to any further statutory

liability, the supplier shall be liable for a period of 8,800 operating hours, but no longer than 36 months, for the delivery item having the specified properties and showing no defects that impair its use or operation.

6.3 If the supplier fails to satisfy our warranty claim within a reasonable period or if an attempt to remedy a defect fails, we shall be entitled to arrange for the defect to be remedied or for a replacement delivery to be made at the supplier’s expense. The same shall apply in urgent cases that do not permit any delay; the supplier shall be informed thereof without undue delay, to the extent possible.

6.4 In the case of successive delivery contracts, we may withdraw from the order in its entirety if at least two deliveries have been performed incorrectly in whole or in part and, as a result, it is unreasonable for us to adhere to the contract.

6.5 Quantity deviations outside agreed or customary tolerances shall constitute a defect. In the case of weight devia-tions, the weight determined on our works scales shall be decisive unless the supplier proves that the weight calculated by it was correctly determined using a generally accepted method.

6.6 Our duty to inspect and give notice of defects shall be subject to a period of at least 14 days. We may give notice of obvious defects within one month after receipt of the delivery item at our works and of hidden defects within one month after discovery.

7. Quality

7.1 The supplier shall introduce, apply and maintain a quality management system suitable for contractual performance. Unless otherwise provided in the order, a quality assurance agreement or another contractual document, this system must at least meet the requirements of ISO 9001; for deliveries and services relating to aviation, space or defence, the applicable communicated requirements under EN 9100 shall be observed. The supplier shall apply suitable statistical methods for product acceptance where these are specified by us, our customer or required due to the nature of the service.

7.2 For the performance of our order, the supplier may only deploy persons who, by virtue of their training, experience, qualifications and competence, are suitable to properly fulfil the agreed requirements and any quality assurance agree-ments. Required qualifications, approvals, training records or evidence shall be provided to us upon request.

7.3 We shall be entitled to control and monitor the supplier’s performance upon reasonable prior notice and subject to legitimate operational, confidentiality, security and data protection interests, in particular through supplier evaluations, quality inspections, audits, review of evidence and agreed verification or validation activities. Where we or our custom-ers intend to carry out such activities at the supplier’s premises, the supplier shall enable and support them and shall carefully plan and document them.

7.4 Deviations from agreed technical specifications, drawings, process requirements, work instructions, special require-ments, critical items or key characteristics shall constitute defects. Agreed tests, inspections and verifications, including verification of production processes, shall be planned, carried out, assessed and documented in accordance with the communicated requirements. Where applicable, the documentation shall comply with an appropriate quality standard, at least a standard comparable to ISO 9001.

7.5 The supplier shall take appropriate measures to prevent the use of counterfeit parts, materials or components, in particular through adequate inspection, traceability and procurement processes within its supply chain.

7.6 The supplier shall notify us in writing without undue delay of any nonconforming processes, products or services and may decide on their further handling, use, rework, repair or acceptance only with our prior consent. Further statu-tory and contractual rights shall remain unaffected.

7.7 In the case of commissioned development work, the supplier shall plan, control, verify, validate and release the development in accordance with a suitable documented procedure. Development changes require our prior consent to the extent that they may affect the agreed quality, safety, approval, conformity or usability of the products or services.

7.8 Test samples for development releases, inspections, verifications, examinations or audits shall be provided where required by us, our customer, the order or the quality assurance agreement. If the supplier fails to comply with this obligation despite expiry of a reasonable grace period, we shall be entitled, subject to the statutory requirements, to the statutory and contractual rights, in particular withdrawal, termination and damages.

7.9 If products or services are developed, manufactured or provided specifically for us, the products and services, the methods, processes and equipment used for this purpose, and the release of products and services shall be submitted to us for prior approval in accordance with the order or quality assurance agreement.

7.10 Documented information of any kind shall be retained completely, correctly, legibly and traceably. Retention peri-ods and disposition requirements shall be governed by statutory requirements, the order, the quality assurance agree-ment, customer requirements and the requirements communicated by us. The supplier shall ensure that documented information can be made available without undue delay upon request.

7.11 The supplier shall ensure that its employees and the suppliers and subcontractors used by it are aware of the importance of their contribution to product or service conformity, their contribution to product safety and the im-portance of ethical behaviour. The supplier shall flow down these requirements within its supply chain to an appropriate extent.

8. Product Liability

8.1 To the extent that the supplier is responsible for product damage or a product defect, the supplier shall indemnify us against third-party claims for damages.

8.2 Within the scope of its liability for damage events within the meaning of clause 8.1, the supplier shall also be obliged to reimburse those reasonable and necessary expenses incurred as a result of or in connection with a recall campaign carried out by us, to the extent that the supplier is responsible for such recall campaign. Any other statutory claims shall remain unaffected.

8.3 The supplier undertakes to maintain product liability insurance with coverage of at least EUR 5 million per personal injury/property damage event on a combined single-limit basis; any further claims for damages to which we may be entitled shall remain unaffected.

9. Intellectual Property Rights

The supplier warrants that the delivery items are free from third-party rights and do not infringe any third-party indus-trial property rights. The supplier shall indemnify us against justified third-party claims arising from infringements of intellectual property rights and shall bear the reasonable and necessary costs arising from any such infringements, to the extent that the supplier is responsible for the infringement.

10. Materials Provided / Retention of Title

10.1 Materials provided by us shall remain our property. They shall be stored by the supplier free of charge, marked as our property, stored separately and managed in separate inventory records. Any processing or transformation of mate-rials provided by us may only be carried out within the scope of our orders. The supplier shall be liable for any loss of value or loss of such materials. If materials provided by us are processed or transformed, we shall acquire co-ownership

of the new item in proportion to the value of the materials provided by us relative to the value of the new item at the time of processing or transformation. Processed materials shall be stored by the supplier until handover to us.

10.2 We reserve ownership rights and copyrights in drawings, illustrations, calculations, descriptions, models, tools and other documents and aids made available by us to the supplier. The supplier may not make these items available to third parties, either as such or in terms of their content, disclose them, or use them itself or through third parties for purposes other than those specified by us without our express consent.

10.3 The supplier shall return these items to us at any time upon our request and whenever they are no longer required by the supplier in the ordinary course of business. We reserve ownership of any other materials, tools and items made available. If such provided items are inseparably mixed, further processed or transformed with other items, we shall acquire co-ownership of the new item in proportion to the value of our provided items relative to the value of the new item at the time of mixing, processing or transformation.

11. Confidentiality

11.1 The supplier shall maintain confidentiality regarding our internal processes and facilities to the extent that they are not publicly known.

11.2 The confidentiality obligation also applies, in particular, to documents and other information received or otherwise disclosed to the supplier.

11.3 The supplier shall also ensure that its employees and any subcontractors engaged by it comply with these obliga-tions. The confidentiality obligation shall continue to apply after termination of the contractual relationship. It shall not apply to information that was already lawfully known to the supplier, is publicly available, or was lawfully obtained from third parties without breach of any confidentiality obligation.

11.4 The parties shall comply with the applicable data protection laws, in particular the General Data Protection Regu-lation (GDPR) and the German Federal Data Protection Act (BDSG). Personal data may only be processed to the extent necessary for initiating, performing or handling the contractual relationship or otherwise legally permissible. The sup-plier acknowledges that we store and process business-related data, including personal data, arising from the contrac-tual relationship for the purpose of initiating, performing and handling the business relationship. Where processing on behalf of a controller within the meaning of Article 28 GDPR exists, the parties shall enter into a separate data processing agreement.

12. Occupational Safety, Accident Prevention and Safety; Product or Process Changes; Compliance with REACH

12.1 The supplier shall comply with relevant legal provisions and regulations relating to occupational safety, accident prevention, transport and plant safety, as well as our own general and site-specific rules, and shall maintain an effective management system in these areas and provide corresponding evidence or grant inspection upon request.

12.2 In addition to the foregoing measures, the supplier undertakes to ensure that it and all of its suppliers have com-plied in the past and will comply in the future with all obligations under the EU Regulation concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (EC 1907/2006 – “REACH”) with respect to the preregistration, registration and examination of the relevant substances. The supplier shall inform us about the relevant measures under REACH and shall in particular state (i) which specific measures have been initiated to comply with REACH requirements and (ii) which substances in the supplier’s products are relevant under REACH.

12.3 Suppliers with whom we have ongoing business relationships shall inform us at an early stage if they intend to make product, process or service changes relating to products or services procured by us. Changes to processes, prod-ucts or services, including changes involving subcontractors or the production site, which may affect the products or

services procured by us, shall be notified to us in writing in advance and require our prior consent to the extent required in the order, quality assurance agreement or due to the nature of the change.

13. Business Conduct and Ethical Principles

Our Code of Conduct and, based thereon, our Anti-Slavery, Anti-Human-Trafficking and Anti-Child Labour Policy and our Anti-Corruption and Anti-Bribery Policy (together, our “Compliance Requirements”, published at www.bjsceramics.com) set out fundamental standards for lawful and ethical conduct in business dealings, with partic-ular regard to human rights, labour rights and environmental rights. Compliance with our Compliance Requirements, including by our business partners, is of fundamental importance to us. The Compliance Requirements therefore con-stitute an essential component and basis of the business relationship with our suppliers. If we become aware of material breaches of these Compliance Requirements attributable to the supplier and such breaches are not remedied despite the expiry of a reasonable grace period, or if setting such a grace period is dispensable due to the severity of the breach, we shall be entitled to terminate the specifically affected contractual relationship as well as the entire business rela-tionship with the supplier for good cause, without incurring any liability towards the supplier, to the extent permitted by law.

14. Final Provisions

14.1 Unless otherwise stated in the order, the place of performance for delivery shall be the location of the receiving point (delivery address), and the place of performance for payment shall be Gersthofen.

14.2 To the extent not precluded by mandatory statutory provisions, the place of jurisdiction for any disputes between the supplier and us shall, at our option, be Augsburg or the supplier’s registered office; for actions brought against us, Augsburg shall be the sole and exclusive place of jurisdiction.

14.3 The contractual relationship between the supplier and us shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.4 The validity of the remaining provisions shall remain unaffected if individual provisions of these General Terms and Conditions of Purchase or of the contract are or become invalid or unenforceable. The invalid or unenforceable provision shall be replaced by the statutory provision.


Version 09/2026