General terms of purchase

As of 1 January 2026 · applies to business with companies · translation, the German version prevails

§ 1 Scope

1.1 These General Terms of Purchase (hereinafter “GTP”) apply to all orders and contracts of Melectric Systems GmbH, Straßlach (hereinafter “Melectric”) for the delivery of goods (in particular electronic components, printed circuit boards, strain gauges, mechanical parts made to drawings, assemblies, operating supplies) and the provision of work and services (in particular contract manufacturing, surface treatment, PCB assembly, calibration, development services) by suppliers (hereinafter “Supplier”).

1.2 These GTP apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

1.3 These GTP apply exclusively. Conflicting, deviating or supplementary terms and conditions of the Supplier do not become part of the contract, even if Melectric does not expressly object to them or accepts or pays for deliveries without reservation in the knowledge of such terms. This also applies if the Supplier refers to its own terms in its order confirmation, on delivery notes or on invoices.

1.4 These GTP, in their current version, also apply to all future orders placed with the same Supplier without Melectric having to refer to them again in each individual case. The current version is available at melectric-systems.de/aeb.

1.5 Individual agreements (including framework agreements, quality assurance agreements and non-disclosure agreements) take precedence over these GTP. Otherwise, the following order of precedence applies: purchase order, specification/drawing, quality assurance agreement, these GTP.

§ 2 Orders, conclusion of contract

2.1 Orders, call-offs and changes to them are binding only if Melectric places or confirms them in text form (email, ERP order, supplier portal). Oral agreements require confirmation in text form.

2.2 The Supplier shall confirm each order in text form within three working days, stating Melectric’s order number, the article number, the price and the delivery date. If the order confirmation deviates from the order, the Supplier shall point this out expressly and clearly; to that extent, a contract is concluded only if Melectric agrees to the deviation in text form. If no confirmation is received within this period, Melectric is entitled to revoke the order free of charge.

2.3 Offers, cost estimates, samples and initial samples of the Supplier are free of charge for Melectric unless otherwise agreed.

2.4 Within the limits of what is reasonable for the Supplier, Melectric may request changes to the delivery item in terms of design, execution, quantity and delivery time. The Supplier shall inform Melectric of the effects on price and schedule within five working days; the parties shall settle these by mutual agreement in text form. Until agreement is reached, the Supplier shall carry out the order unchanged unless Melectric instructs otherwise.

2.5 Melectric’s order number must be stated in all documents (order confirmation, delivery note, invoice, test certificates, correspondence). Delays resulting from missing information are at the Supplier’s expense.

§ 3 Prices, invoicing, payment

3.1 The prices stated in the order are fixed prices and, unless otherwise agreed, include packaging, transport to the specified delivery address (DAP Straßlach, Incoterms 2020), insurance, customs duties, test certificates, documentation and all other ancillary services. Subsequent price increases require Melectric’s consent in text form.

3.2 Invoices must be sent in electronic form (PDF or structured e-invoice) to the invoice address specified by Melectric after delivery or acceptance has taken place; they may not be enclosed with the delivery. Invoices must state the order number, article number, delivery note number, quantity, unit and total price as well as the information required by law. Invoices that are not in proper form are deemed received only upon receipt of the corrected invoice.

3.3 Unless otherwise agreed, payment is made within 30 days net from receipt of the proper invoice, but not before complete, defect-free delivery or acceptance. Any agreed cash discount remains unaffected.

3.4 Payment does not constitute acknowledgement that the delivery conforms to the contract, nor a waiver of claims for defects or other claims.

3.5 Melectric is entitled to rights of set-off and retention to the extent provided by law. The Supplier may set off or exercise a right of retention only with claims that are undisputed or have been finally established by a court.

3.6 Excess or short deliveries are permitted only within agreed tolerances. Melectric may return or store excess deliveries that were not agreed at the Supplier’s expense; they will not be paid for.

§ 4 Delivery, delivery dates, delay, force majeure

4.1 The delivery dates and periods stated in the order are binding. Compliance is determined by the receipt of defect-free goods with complete documents at the delivery address specified by Melectric or, in the case of work and services, by successful acceptance.

4.2 If the Supplier recognises that a date cannot be met, it shall inform Melectric without undue delay in text form, stating the reasons and the expected duration of the delay. The notification does not affect the binding nature of the date.

4.3 Early deliveries and partial deliveries require Melectric’s consent. Melectric is entitled to return or store unapproved early deliveries at the Supplier’s expense; in this case, payment periods run from the agreed delivery date.

4.4 If the Supplier is in default, Melectric is entitled to the statutory claims. In particular, after a reasonable grace period has expired without result, Melectric is entitled to withdraw from the contract and to claim damages in lieu of performance, including the additional costs of a cover purchase, express freight, changeover and downtime costs, and costs incurred by Melectric towards its own customers as a result of the delay. In the case of fixed dates (trade fairs, test drives, test bench slots, racing events) that are marked as such in the order, no grace period is required.

4.5 Unconditional acceptance of a late delivery does not constitute a waiver of claims arising from the delay; a reservation may be declared until payment of the final invoice.

4.6 Force majeure (in particular natural disasters, war, pandemics, official orders, strikes outside the Supplier’s business) releases the parties from their performance obligations for the duration of the disruption, provided that the affected party informs the other without undue delay and takes reasonable measures to limit the consequences. Supply shortages at sub-suppliers, increases in raw material prices and internal disruptions at the Supplier do not constitute force majeure. If the disruption lasts longer than four weeks, Melectric may withdraw from the contract in whole or in part and procure elsewhere.

§ 5 Shipping, packaging, transfer of risk, delivery documents

5.1 Unless otherwise agreed, delivery is made DAP Straßlach (Incoterms 2020), free domicile including packaging and insurance. The risk passes to Melectric upon handover at the delivery address; for services subject to acceptance, upon acceptance.

5.2 Each delivery must be accompanied by a delivery note stating Melectric’s order number, article number, description, quantity, batch or serial numbers and, for electronic components, the date code. Agreed test certificates (e.g. inspection certificates 3.1 to EN 10204, calibration certificates, measurement reports, declarations of conformity, material certificates) must be enclosed with the delivery or sent electronically in advance; without them, the delivery is deemed incomplete.

5.3 The goods must be packed properly, securely for transport and in accordance with Melectric’s specifications. Electronic components and assemblies must be packed and labelled in an ESD-compliant manner in accordance with DIN EN 61340-5-1, and moisture-sensitive components in accordance with IPC/JEDEC J-STD-033 with humidity indicator and desiccant. Precision parts (torque shafts, flanges, spring elements) must be packed protected against corrosion and without damage to functional and bonding surfaces.

5.4 Dangerous goods (in particular lithium batteries and cells, adhesives, solvents, potting compounds) must be packed, labelled and declared in accordance with the applicable dangerous goods regulations; safety data sheets must be supplied in German or English.

5.5 The Supplier shall take back packaging free of charge on request. Melectric’s reusable packaging remains the property of Melectric.

§ 6 Quality, initial samples, changes, prohibited substances, audits

6.1 The Supplier delivers in accordance with the state of the art, the agreed specifications, drawings and standards and the statutory provisions. It maintains a quality management system at least in accordance with DIN EN ISO 9001 or equivalent and provides evidence of this on request. A separate quality assurance agreement takes precedence.

6.2 Before the first series delivery, after changes under 6.4 and after an interruption in deliveries of more than twelve months, the Supplier shall, on request, submit initial samples with an initial sample inspection report (dimensional, material and functional testing). Series deliveries are permitted only after Melectric has released the initial samples in text form.

6.3 The Supplier ensures the traceability of its products (batch, lot, serial number, date code, material batch for parts made to drawings) and retains quality records, test reports and material certificates for at least ten years after delivery; on request, they must be made available to Melectric within five working days.

6.4 Changes to the delivery item, the manufacturing process, the manufacturing site, the materials, the sub-suppliers, the test procedures or the software or firmware that may affect form, fit, function, reliability, material composition or approval must be announced to Melectric in text form at least twelve weeks before implementation and require Melectric’s approval. This applies in particular to electronic components (die revisions, package changes, relocation of production), strain gauges, adhesives and potting compounds.

6.5 The Supplier ensures compliance with the RoHS Directive 2011/65/EU, the REACH Regulation (EC) No 1907/2006 including the information obligations under Art. 33 regarding SVHC substances, the POP Regulation, the Batteries Regulation (EU) 2023/1542 and the Conflict Minerals Regulation (EU) 2017/821, and supplies declarations of conformity, full material declarations and CMRT/EMRT reports on request. Changes in substance status must be reported without undue delay.

6.6 The Supplier delivers only original goods from authorised distribution channels. The use of used, refurbished, counterfeit or untraceable components (“Counterfeit Parts”) is prohibited; the Supplier maintains a procedure for avoiding counterfeits (e.g. in accordance with AS6174/AS6081) and proves the source of supply on request.

6.7 Melectric and, where necessary, its customers or certification bodies are entitled, after prior notice and during normal business hours, to carry out audits at the Supplier and to inspect quality-related documents and processes. The Supplier obliges its sub-suppliers accordingly.

6.8 The Supplier marks products and packaging in accordance with Melectric’s specifications and the statutory requirements (CE, UKCA, WEEE, dangerous goods). Products with an expiry date (adhesives, potting compounds, batteries, strain gauges) must have at least 75% of their total shelf life remaining on delivery.

§ 7 Incoming goods inspection, notice of defects

7.1 Melectric inspects incoming goods within a reasonable period for identity, quantity and externally visible transport damage, and on a random basis for obvious defects. Melectric owes no further incoming goods inspection; to that extent, the Supplier waives the objection of late notice of defects.

7.2 Melectric gives notice of obvious defects within 30 working days of receipt of the goods and of hidden defects within ten working days of discovery. To that extent, notice is deemed to have been given without undue delay within the meaning of Section 377 of the German Commercial Code (HGB). For deliveries made without prior release of initial samples, or in the event of breaches of certificate or documentation obligations, the duty to give notice of defects does not apply.

7.3 If defects are found in a random sample, Melectric may, at its option, reject the entire delivery, have it fully inspected or sorted at the Supplier’s expense, or accept the delivery at a reasonably reduced price. For processing each justified notice of defects, Melectric charges the Supplier a lump sum of EUR 35; for inspection, sorting, rework, removal and installation work carried out by Melectric itself, EUR 75 per hour or part thereof is charged plus material and third-party costs. The Supplier reserves the right to prove that Melectric incurred no or lower expense; Melectric reserves the right to claim higher damage.

§ 8 Claims for defects

8.1 In the event of defects, Melectric is entitled to the statutory claims without restriction unless more extensive provisions are made below. A deviation from the specification, drawing, released initial sample, data sheet or agreed documentation and the absence of agreed certificates also constitute a defect.

8.2 Melectric chooses the type of supplementary performance (repair or replacement delivery). The Supplier bears all expenses required for the purpose of supplementary performance, in particular transport, travel, labour, material, inspection and sorting costs as well as removal and installation costs, even if the delivery item has already been installed in a Melectric product or delivered to a Melectric customer.

8.3 If the Supplier is in default with supplementary performance, if it fails, or if it is unreasonable due to particular urgency (impending production stoppage, delivery date towards customers, test bench or racing use), Melectric may, after informing the Supplier in advance, remedy the defect itself or have it remedied by third parties and demand reimbursement of the necessary expenses or a corresponding advance. The further statutory rights (withdrawal, price reduction, damages) remain unaffected.

8.4 The limitation period for claims for defects is 36 months from the transfer of risk or acceptance. Longer statutory periods remain unaffected. For delivery items that Melectric installs in or processes into its own products, the period begins, in derogation from this, only upon installation in the Melectric product, but no later than twelve months after the transfer of risk to Melectric.

8.5 For repaired or replacement parts, the limitation period begins anew upon completion of supplementary performance. The limitation period is suspended from the notice of defects until the Supplier has completed supplementary performance or rejected the claims for defects in text form.

8.6 Melectric’s recourse claims under Sections 445a, 445b and 478 BGB also exist if Melectric’s end customer is not a consumer; to that extent, the Supplier waives the objection that the supply chain does not end with a consumer goods sale.

8.7 If the Supplier provides development, manufacturing or calibration services, the above provisions apply accordingly; for calibrations, the Supplier ensures traceability to national standards and the correctness of the stated measurement uncertainty.

§ 9 Product liability, indemnification, insurance, recall

9.1 Insofar as the Supplier is responsible for product damage, it shall indemnify Melectric against third-party claims on first demand if the cause lies within its sphere of control and organisation and it is itself liable in relation to third parties. This also includes the costs of an appropriate legal defence.

9.2 Within the scope of its indemnification obligation, the Supplier also reimburses expenses under Sections 683 and 670 BGB arising from or in connection with a recall, warning, retrofit or replacement campaign carried out by Melectric or its customers, insofar as the measure is based on a defect in the delivery item. Melectric will, where possible and reasonable, inform the Supplier in advance of the content and scope of such measures and give it the opportunity to comment.

9.3 The Supplier maintains business liability and extended product liability insurance including recall cost cover with a sum insured of at least EUR 3 million as a lump sum for personal injury, property damage and financial loss per loss event, and provides evidence of this on request by means of an insurance certificate. Further claims for damages by Melectric remain unaffected.

9.4 The Supplier informs Melectric without undue delay if it becomes aware of circumstances indicating a safety defect in delivered products (field failures, complaints from other customers, measures by authorities) and supports Melectric in the root cause analysis (8D report within ten working days).

§ 10 Provided items, tools, parts made to drawings, intellectual property

10.1 Materials, components, semi-finished products, blanks, shafts, fixtures, tools, test equipment and documents provided by Melectric (“Provided Items”) remain the property of Melectric. The Supplier stores them separately, marks them as Melectric’s property, insures them at its own expense against fire, water and theft at replacement value, checks them for obvious defects on receipt and uses them exclusively for Melectric orders.

10.2 Processing, mixing or combining Provided Items is carried out on behalf of Melectric. Melectric acquires (co-)ownership of the new item in the ratio of the value of the Provided Items to the value of the other processed items; the Supplier holds the item in safekeeping for Melectric free of charge.

10.3 Tools, moulds, fixtures and test equipment paid for by Melectric in whole or in part (including through tooling cost shares in the unit price) pass into Melectric’s ownership upon payment and are made available to the Supplier on loan. The Supplier maintains and services them at its own expense, replaces them when worn and hands them over at any time on request; there is no right of retention.

10.4 Drawings, specifications, models, CAD data, design documents, test specifications, calibration procedures and other know-how that Melectric makes available to the Supplier remain Melectric’s intellectual property. The Supplier may deliver parts manufactured according to such documents (“Drawing Parts”) exclusively to Melectric and may neither offer them to third parties, nor show them as samples, nor use them for its own or third-party purposes. This also applies to surpluses, rejects and residual quantities, which must be handed over to Melectric on request or demonstrably destroyed.

10.5 Results of development, design or adaptation services that the Supplier performs on behalf of and against payment by Melectric (including firmware, layouts, circuits, production documents) belong exclusively to Melectric as soon as they are created. The Supplier transfers to Melectric all transferable rights and grants an exclusive right of use, unlimited in time, territory and content, to non-transferable rights; it reports inventions to Melectric without undue delay. The Supplier’s pre-existing know-how remains its property; Melectric receives a non-exclusive, perpetual right of use to it insofar as this is necessary to use the development results.

10.6 Together with development results and Drawing Parts, the Supplier delivers the complete production and test documentation in editable form (e.g. STEP, DXF, Gerber, source code) so that Melectric can take over production itself or award it to third parties at any time.

§ 11 Confidentiality, advertising ban, data protection

11.1 The Supplier shall treat as strictly confidential all technical and commercial information received from Melectric or that has become known in the course of the cooperation (in particular drawings, specifications, bills of materials, prices, quantities, customer and project names, development projects) as well as the fact of the business relationship itself, use it only to execute the order and make it accessible to third parties only insofar as this is strictly necessary for the execution and the third party has been obliged accordingly. The obligation continues for five years after the last delivery, and without time limit for drawings and know-how.

11.2 Exempt is information that is demonstrably generally known or becomes so without the Supplier’s fault, was already known to it or was lawfully obtained from third parties. A separate non-disclosure agreement takes precedence.

11.3 The Supplier may name Melectric, Melectric products or projects as a reference or use them for advertising purposes only with Melectric’s prior consent in text form. This applies in particular to motorsport, aerospace and OEM projects in which Melectric itself is subject to confidentiality obligations towards its customers.

11.4 The Supplier processes personal data of Melectric employees exclusively for handling the business relationship in accordance with the applicable data protection regulations. Insofar as the Supplier processes personal data on behalf of Melectric, the parties conclude a data processing agreement under Art. 28 GDPR.

§ 12 Third-party property rights, software

12.1 The Supplier warrants that its deliveries and services and their contractual use, further processing and resale by Melectric do not infringe any patents, utility models, trademarks, copyrights or other property rights of third parties in Germany, the European Union, the United Kingdom, Switzerland, the USA and the countries to which, to the Supplier’s knowledge, Melectric delivers. This does not apply insofar as the infringement is based exclusively on mandatory specifications from Melectric whose property-rights implications the Supplier could not recognise and which it has pointed out to Melectric.

12.2 If a claim is asserted against Melectric due to such an infringement, the Supplier shall indemnify Melectric on first demand against all claims including the costs of legal defence and shall, at Melectric’s option, obtain for Melectric the right to continued use or modify the delivery item so that the property right is no longer infringed, without impairing the agreed function.

12.3 Software supplied with delivery items or required for their use (including firmware, drivers, configuration and evaluation software) is part of the delivery. Melectric receives a non-exclusive, perpetual, irrevocable right of use to it, which includes use with the delivery item, passing it on with the delivery item to Melectric’s customers and making backup copies. Licence terms of the software manufacturer apply only insofar as they were communicated to Melectric in text form before the order and do not contradict these GTP.

12.4 If the delivery contains open source software, the Supplier submits a complete list of the components with their licences before delivery and ensures that no licence with copyleft effect (e.g. GPL) extends to Melectric’s firmware or software.

§ 13 Spare parts, availability, discontinuations

13.1 The Supplier ensures the availability of the delivery item and associated spare parts on reasonable terms for at least ten years after the last series delivery. If this is not possible for the Supplier for individual components (in particular purchased electronic components), it must point this out to Melectric when submitting its offer and inform Melectric without undue delay, at the latest within five working days, as soon as it becomes aware of an imminent or completed discontinuation, a shortage or a cessation of production by its sub-supplier.

13.2 If the Supplier intends to cease or discontinue production of a delivery item, a component or a software version (end of life, last time buy), it shall notify Melectric in text form at least twelve months in advance and give Melectric the opportunity to place a last order on the previous terms. For electronic components, the Supplier forwards the manufacturers’ product change and end-of-life notifications without undue delay.

13.3 In the case of customer-specific Drawing Parts or assemblies, the Supplier ensures, in the event of discontinuation, that Melectric can continue production itself or through third parties, and hands over the necessary production documents and tools under § 10 for this purpose.

§ 14 Export control, origin, compliance, supply chain

14.1 At the latest with the order confirmation, the Supplier informs Melectric of all information on the delivery item that is relevant under export control law: the export list number (AL) under Annex I of the EU Dual-Use Regulation or Part I of the German Export List, the ECCN under the US Export Administration Regulations, US origin or US content (de minimis), and any changes to these classifications without undue delay. Missing information is deemed a declaration that the delivery item is not listed.

14.2 For each delivery item, the Supplier provides the customs tariff classification (HS code), the country of origin and, on request, supplier’s declarations under Implementing Regulation (EU) 2015/2447 (long-term supplier’s declaration) and other proofs of preferential or non-preferential origin.

14.3 The Supplier complies with the applicable sanctions and embargo regulations of the EU, Germany and, where applicable, the USA, does not procure goods from sanctioned persons or from sanctioned territories, and indemnifies Melectric against claims and fines arising from a breach of these obligations by the Supplier.

14.4 The Supplier undertakes to comply with the applicable laws, in particular on occupational safety, minimum wage, the prohibition of child and forced labour, anti-corruption, competition law and environmental protection, and obliges its sub-suppliers accordingly. It supports Melectric with information requests and risk analyses under the German Supply Chain Due Diligence Act (LkSG) and comparable regulations, even if Melectric itself is not directly obliged but passes on requirements of its customers.

14.5 If the Supplier seriously or repeatedly breaches the obligations under this § 14, Melectric may terminate the affected contracts for cause or withdraw from them.

§ 15 Retention of title, assignment, subcontractors, insolvency

15.1 A retention of title by the Supplier is recognised only as a simple retention of title until payment for the respective delivery item. Extended or prolonged retention of title, in particular current-account and group retention of title, is not accepted. Melectric is entitled to process and resell goods subject to retention of title in the ordinary course of business.

15.2 The Supplier may assign claims against Melectric only with Melectric’s consent in text form; Section 354a HGB remains unaffected.

15.3 The Supplier may subcontract orders in whole or in substantial part only with Melectric’s consent in text form. It remains responsible for the subcontractors’ performance as for its own and obliges them in accordance with these GTP, in particular with regard to quality, confidentiality and the protection of Drawing Parts. Changes of sub-suppliers for quality-relevant processes are changes within the meaning of § 6.4.

15.4 If the Supplier stops its payments, if insolvency proceedings are applied for in respect of its assets or if its financial circumstances deteriorate significantly, Melectric may withdraw from the contract with respect to the part not yet performed, demand the return of Provided Items, tools and production documents under § 10 and take over work already begun against payment for the part performed.

§ 16 Applicable law, place of performance, place of jurisdiction, final provisions

16.1 These GTP and all legal relationships between Melectric and the Supplier are governed by the law of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 The place of performance for deliveries and services is the delivery address stated in the order, in case of doubt Straßlach; for payments, it is Melectric’s registered office.

16.3 The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Munich, provided that the Supplier is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. Melectric is also entitled to sue the Supplier at its general place of jurisdiction.

16.4 The contract language is German. In the event of discrepancies between the German version and a translated version, the German version prevails.

16.5 Should individual provisions of these GTP be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by the statutory provision.

16.6 These GTP apply to all orders placed from the day of their publication at melectric-systems.de/aeb and replace all previous versions.