GTC General terms and conditions

1. GENERAL

1.1. Our deliveries and services, including information, advice and repairs, are subject exclusively to the following terms and conditions. We do not recognize any terms and conditions of the buyer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Deviating agreements shall only apply to a specific contract and not to subsequent contracts, unless expressly agreed otherwise.

1.2. All agreements, collateral agreements and amendments to the contract must be made in writing. This also applies to a cancellation of this written form clause.

2. INFORMATION AND ADVICE

2.1 Information and advice regarding our products are based on our previous experience. The values stated here, in particular performance data, are average values. Suitability tests of the delivered goods and the observance of processing regulations are not dispensable by information or advice. Verbal information is non-binding. Clause 10 of these terms and conditions shall apply to any liability.

3. QUOTATION AND CONCLUSION OF CONTRACT

3.1. Our offers are non-binding. A delivery or other contract is only concluded when we have confirmed the customer order or other order in writing or have delivered the goods.

3.2. Samples and specimens are non-binding samples. In the case of a purchase based on samples and/or specimens, we reserve the right to deviations which are customary in the industry, or which are within the scope of normal production. No guarantee of quality or durability is associated with the delivery of samples or specimens, unless this is expressly stipulated in the order confirmation.

3.3. Unless expressly agreed otherwise, information published by us in catalogues, brochures and other publications in text or picture form (e.g. descriptions, illustrations or drawings) conclusively characterize the quality of the goods supplied by us and their possible uses. Other manufacturer's specifications are not binding. Our information does not constitute a guarantee of durability or quality and corresponds to our current state of knowledge. We are not liable for the success of use.

4. PRICING

4.1. The prices agreed in writing shall apply.

4.2. All prices are net prices excluding value added tax, which the Buyer must pay in addition in the case of transactions subject to value added tax at the respective statutory rate.

4.3. Unless expressly agreed otherwise, the Buyer shall additionally bear any special packaging costs, ancillary charges, public charges and customs duties over and above the customary packaging. Special packaging material shall only be taken back and reimbursed on the basis of a separate agreement. Any obligations to take back, recycle and dispose of packaging in accordance with the Battery Regulation remain unaffected.

5. DELIVERY

5.1. Delivery periods (deadlines) shall commence on the date of our order confirmation, but not before receipt of any agreed advance payments and not before clear clarification of all details of the order with the provision of the necessary certificates and/or provision of all necessary documents. The delivery deadline shall be deemed to have been met if the delivery item has left our factory or warehouse by the time it expires or if readiness for dispatch has been notified if the goods cannot be dispatched on time through no fault of our own.

5.2. In the case of deadlines and delivery dates that are not expressly designated as ‘fixed’ in the order confirmation, the buyer may set us a reasonable grace period for delivery/performance after the deadline has been exceeded. We can only be in default once this grace period has expired.

5.3. Deadlines and dates shall be extended by the period by which the Buyer fails to fulfil its obligations to us, without prejudice to our rights arising from delays in payment by the Buyer.

5.4. We reserve the right to correct and timely self-delivery.

5.5. Our liability for damage caused by delay due to a slightly negligent breach of duty is excluded, unless the breach of duty results in injury to life, limb or health. A change in the burden of proof to the detriment of the purchaser is not associated with this provision.

5.6. We are entitled to make partial deliveries insofar as these are reasonable for the buyer. Partial deliveries may be invoiced separately.

6. SHIPPING AND TRANSFER OF RISK

6.1. Unless otherwise agreed, delivery is made FCA. If an Incoterms delivery condition has been agreed, the version of the Incoterms applicable at the time of the contract applies.

6.2. If the goods are shipped to a location other than the place of performance at the buyer’s request, the buyer shall bear all associated costs. We have the right to choose the transport route and carrier. The buyer must notify us immediately in writing of any transport damage upon receipt of the goods, specifying the type and extent of the damage. Insurance against transport damage, transport loss, or breakage will only be arranged at the express request and expense of the buyer.

6.3. For FCA deliveries and partial deliveries, shipping and transport are always at the buyer's risk. This also applies if the delivery is made from a third party's warehouse (direct delivery), as well as for the return of goods or empty containers (multi-use transport packaging).

6.4. If the dispatch of the delivery is delayed due to reasons attributable to the buyer, or if the buyer is responsible for the transportation of the goods, the risk passes to the buyer upon notification of the readiness for dispatch. We are entitled to dispose of the goods elsewhere after an appropriate period has elapsed and to deliver to the buyer within an appropriately extended timeframe.

6.5. For DAP or DDP deliveries, the risk passes to the buyer as soon as the goods arrive at the specified delivery address and are ready for unloading. The unloading must be carried out immediately and properly by an adequate number of workers and unloading equipment provided by the buyer. Waiting times will be charged at customary rates. If delivery to the destination fails due to reasons within the buyer's risk, the risk passes to the buyer when delivery fails. This also applies in cases of unjustified refusal of acceptance by the buyer. Clause 6.4 applies accordingly.

7. PAYMENT

7.1. Payments must be made in the invoiced currency and must be free of any charges or fees. Payments are only to be made to the payment offices specified by us. Bills of exchange and checks are only considered payment after they have been cashed and are accepted only upon prior written agreement and without any obligation for timely presentation or protest.

7.2. Unless otherwise expressly agreed, payments must be made net within 30 days from the invoice date. If payment deadlines are exceeded, we are entitled to charge interest at a rate of 9 percentage points above the base interest rate (§ 247 BGB) per year.

7.3. The buyer is only entitled to offset counterclaims if these counterclaims are undisputed or legally established. When exercising a right of retention, the buyer is obliged to provide security for the unpaid amount at their expense, at our discretion, either by bank guarantee or by depositing the amount with a notary of their choice.

8. RETENTION OF TITLE

8.1. All delivered goods remain our property (retained goods) until all claims, regardless of the legal basis, including future or conditional claims arising from contracts concluded simultaneously or later, have been fully settled. This also applies if payments are made on specifically designated claims. If there are indications that justify the assumption of the buyer's insolvency or the threat of insolvency, we are entitled to withdraw from the contract without setting a deadline and demand the return of the goods.

8.2. Processing or transformation of the retained goods is carried out for us as the manufacturer within the meaning of § 950 BGB, without any obligation on our part. The processed goods are considered retained goods under Clause 8.1. If the retained goods are combined or mixed with other goods by the buyer, we acquire co-ownership of the new item in proportion to the invoice value of the retained goods to the invoice value of the other goods used. If our ownership is extinguished due to the combination or mixing, the buyer transfers to us at this point their ownership rights to the new inventory or the item in proportion to the invoice value of the retained goods and shall store them for us free of charge. The co-ownership rights that arise as a result are considered retained goods under Clause 8.1. General Terms and Conditions of Sale of GS Yuasa Battery Germany GmbH Europark Fichtenhain B 17, 47807 Krefeld, Germany Telephone: +49(0)2151 820 95-00, E-Mail: [email protected], Website: http.//www.yuasa.de

8.3. The buyer is only entitled to resell, process, or combine the retained goods with other goods in the ordinary course of business and as long as they are not in default. Any other form of disposal of the retained goods is not permitted. The buyer must immediately notify us of any seizures or other interventions by third parties on the retained goods. All intervention costs are borne by the buyer to the extent that they cannot be recovered from the third party and the third-party opposition claim was legitimately raised. If the buyer grants their customer a deferment of payment, they must retain ownership of the retained goods under the same conditions as we have retained ownership of the delivered retained goods; however, the buyer is not obligated to retain ownership for future claims arising against their customer. Otherwise, the buyer is not authorized to resell the goods.

8.4. The buyer's claims from the resale of the retained goods are already assigned to us here and now. These claims serve as security to the same extent as the retained goods. The buyer is only authorized to resell if it is ensured that the buyer's claims from the resale are transferred to us.

8.5. If the retained goods are sold together with other goods not supplied by us at a total price, the assignment of the claim from the sale is in the amount of the invoice value of the retained goods sold by us.

8.6. If the assigned claim is included in a current account, the buyer hereby assigns to us a portion of the balance corresponding to the amount of this claim, including the closing balance of the current account.

8.7. The buyer is authorized to collect the claims assigned to us until we revoke this authorization. We are entitled to revoke this authorization if the buyer does not properly fulfill his payment obligations from the business relationship with us or if circumstances become known to us that significantly diminish the buyer's creditworthiness. If the conditions for exercising the right of revocation are met, the buyer must, at our request, immediately disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents, and notify the debtors of the assignment. We are also entitled to notify the debtors of the assignment ourselves. The buyer is not authorized to assign the claims in any other way, even on the basis of our collection authorization.

8.8. If the nominal value (invoice amount of the goods or nominal amount of the claim rights) of the securities held for us exceeds the secured claims by more than 20%, we are obliged to release securities of our choice at the buyer's request.

8.9. If we assert the retention of title, this shall only be considered a withdrawal from the contract if we expressly declare this in writing. The buyer's right to possess the retained goods expires if they do not fulfill their obligations under this or any other contract.

9. DEFECTS LIABILITY

9.1. The buyer must observe our operating instructions, maintenance regulations, and guidelines for storage, operation, and safe use, which can also be viewed at www.yuasa.de under the Products menu. We will also send these documents upon request. We are not liable for improper or unsuitable use, particularly improper storage, improper operation, excessive strain, faulty assembly or faulty use by the buyer or third parties, natural wear and tear, improper and negligent treatment and handling, especially by untrained personnel.

9.2. We are exempt from the provisions regarding digital content and digital services in accordance with §§ 327 et seq. BGB. Only the general defects liability provisions of the Civil Code in their current version apply, unless otherwise regulated below.

9.3. The buyer is obliged to carefully inspect the delivered goods immediately upon arrival, even if samples or test pieces have been sent previously, in accordance with §§ 377, 381 HGB, particularly, but not exclusively, regarding completeness and compliance. The delivery is considered approved if a defect complaint is not received in writing or via email within 3 working days (Monday to Friday public holidays, both nationwide and local, do not count as working days) after the goods arrive at the destination, or if the defect was not recognizable during a proper inspection, within 3 working days after its discovery. This also applies to excess deliveries. If an excess delivery is not reported within 3 working days of receipt at the destination, it is deemed approved. Our field representatives are not authorized to accept defect and quantity complaints.

9.4. If the buyer accepts defective goods, although they are aware of the defect, they are entitled to claims and rights regarding defects only if they reserve these rights due to the defect at the time of acceptance.

9.5. For the delivery of defective goods that are not resold to a consumer, the following applies in addition to Clauses 9.1 to 9.4: a) In the case of a justified defect complaint, the buyer initially has only a claim for up to three attempts at subsequent performance, which we provide exclusively by delivering a defect- free item. If the subsequent performance fails after the third attempt or if the deadline for subsequent performance is unreasonable for the buyer (§ 440 BGB) or dispensable because (1) we ultimately refuse subsequent performance, (2) we do not achieve subsequent performance by a contractually specified date or within a certain period, and the buyer has linked the continuation of their interest in performance to the timeliness of the performance or if there are special circumstances that justify immediate withdrawal upon weighing both parties' interests (§ 323 Abs. 2 BGB), the buyer has the right to reduce the purchase price immediately or, at their discretion, withdraw from the contract and demand damages instead of performance or reimbursement of futile expenses in accordance with Clause 10. b) The costs necessary for subsequent performance, particularly transport, travel, labor, and material costs, shall be borne by us. This does not apply if the expenses increase because the item was taken to a location other than the buyer's residence or commercial establishment after delivery unless the relocation corresponds to the intended use of the item. c) We are liable for the buyer's claims due to defects in the goods for one year, starting from the delivery. The liability for legal defects under statutory provisions remains unaffected. Liability for defects-related damages is governed by Clause 10. d) The assignment of claims by the buyer due to defects to third parties is excluded. In the case of defect complaints, payments from the buyer may only be withheld to an extent that is in reasonable proportion to the asserted defects.

9.6. For the delivery of defective goods that are resold to a consumer, the following applies in addition to Clauses 9.1 to 9.3 and the statutory provisions regarding the buyer's recourse (§§ 478, 479 BGB):

a) If the buyer is held liable due to a defect in the goods delivered by us, they are obliged to inform us immediately. They must require their customers to do the same, provided those customers are businesses. The costs incurred by the buyer in fulfilling this obligation to inform us are borne by us up to a maximum amount of €20.00 per defective delivery item. We reserve the right to fulfill the claims made by the customer against the buyer through self-entry. In this case, the fulfillment of the customer's claims is considered fulfillment of any claims the buyer may have.

b) The costs necessary for subsequent performance, particularly transport, travel, labor, and material costs, shall be borne by us. This does not apply if the expenses increase because the item was taken to a location other than the buyer's residence or commercial establishment after delivery unless the relocation corresponds to the intended use of the item.

10. LIABILITY FOR DAMAGES

10.1. We are liable for damages arising from injury to life, body, or health in accordance with statutory provisions.

10.2. In other respects, our liability for breaches of duty and our extracontractual liability are limited to intent and gross negligence. Liability for gross negligence on the part of our employees, agents, and simple vicarious agents is excluded.

10.3. Excluded from Clause 10.2 is the violation of essential contractual obligations (cardinal obligations). In this case, we are liable even for slight negligence for our own fault as well as for the fault of one of our employees, agents, or simple vicarious agents.

10.4. Our liability for damages, regardless of the legal basis, is limited to a maximum amount of EUR 250,000.00 (two hundred fifty thousand euros).

10.5. Any further liability is excluded, irrespective of its legal basis. In particular, we are not liable for lack of economic success, lost profits, indirect damages, consequential damages, and damages arising from claims by third parties.

10.6. The above liability provisions also apply to claims for the reimbursement of futile expenses (§ 284 BGB).

10.7. Claims for damages against us, regardless of their legal basis, are subject to a limitation period of 2 years from the legally stipulated beginning of the limitation period, but at the latest from the delivery of the item, unless we have acted intentionally or with gross negligence.

10.8. The above provisions do not imply a reversal of the burden of proof to the detriment of the buyer.

10.9. Claims for damages under the Product Liability Act remain unaffected.

11. FORCE MAJEURE

11.1. Definition and Scope Force majeure refers to an event or situation that is beyond the control of the parties, is unpredictable and unavoidable, and significantly complicates or makes the fulfillment of contractual obligations impossible. This includes but is not limited to natural disasters (such as earthquakes, floods, storms), war, riots, acts of terrorism, governmental orders, embargoes, strikes, lockouts, fire, as well as epidemics and pandemics.

11.2. Legal Consequences in the Event of Force Majeure

11.2.1. In the case of a force majeure event, the affected party is released from the fulfillment of its contractual obligations for the duration of the event and to the extent of its effects.

11.2.2. The affected party must promptly inform the other party in writing about the occurrence and end of the force majeure event and provide details about the expected duration and the anticipated impact on contract performance.

11.2.3. If the effects of the force majeure are temporary, the contractual obligations will be resumed immediately after the event ends. The contract duration and any deadlines will be extended accordingly.

11.2.4. If the force majeure event lasts longer than three months, both parties are entitled to terminate the contract or delivery order in writing. Services already rendered in this case are to be compensated, provided they are usable for the customer. December 2024

11.3. Duties of the Parties in the Event of Force Majeure

11.3.1. Each party is obligated, to the extent reasonable, to take all necessary actions to mitigate the effects of the force majeure and to resume the fulfillment of the contract as soon as possible.

11.3.2. Neither party can be held responsible for delays or nonfulfillment directly attributable to force majeure.

11.4. Epidemics and Pandemics

11.4.1. In the event of epidemics or pandemics, these are considered force majeure events. Measures taken in connection with epidemics or pandemics (e.g., quarantine, travel restrictions, governmental closures) are also subject to the provisions of this section.

11.4.2. The parties undertake to cooperate closely in such cases to find alternative means to fulfill the contract, provided this is possible and reasonable.

12. PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW

12.1. The place of performance for all mutual obligations is Düsseldorf.

12.2. The exclusive jurisdiction for all disputes lies with Düsseldorf for merchants. However, we are entitled to sue the buyer at their legal place of jurisdiction.

12.3. The relationship between us and the buyer is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.

12.4. Should individual provisions be ineffective or lose their effectiveness due to a later occurring circumstance, the effectiveness of the remaining provisions shall remain unaffected.