Condiciones Generales de Compra - EMEA

Nuestras Condiciones generales de compra (EMEA) definen el marco para todas las actividades de adquisición con nuestros proveedores y socios. En ellas se describen los requisitos contractuales, las expectativas de entrega y las normas de cumplimiento que se aplican al suministrar bienes o servicios a nuestra empresa. Le rogamos que revise los documentos que figuran a continuación para garantizar el cumplimiento de nuestras políticas de compras.

General Terms and Conditions of Purchase

1 General

1.1 The MÜNZING CHEMIE GmbH Group, Münzingstraße 2, 74232 Abstatt, MÜNZING Micro Technologies GmbH, Dr.-Bergius-Str. 16-24, 06729 Elsteraue, MÜNZING Emulsions Chemie GmbH, Dr.-Bergius-Str. 16-24, 06729 Elsteraue (hereinafter referred to as "MÜNZING") specialized in the manufacture and distribution of chemical products and the trade in equipment for the application of chemical products.

1.2 These General Terms and Conditions of Purchase (hereinafter referred to as "GTC") apply to all business transactions between MÜNZING (hereinafter referred to as "Delivery of the Products") and entrepreneurs in the exercise of their commercial or self-employed professional activities and

legal entities under public law (hereinafter referred to as "Supplier"). If the subject matter of the underlying contract is a work performance, MÜNZING's Special Terms and Conditions for Work Performances version March 2026 shall apply in addition to these GTC. If the subject matter of the underlying contract is a service, MÜNZING's Special Terms and Conditions for Services version March 2026 shall apply in addition to these GTC.

1.3 The validity of any conflicting, additional or deviating general terms and conditions of the Supplier is hereby rejected. They shall only become part of the contract if their validity has been

expressly confirmed by MÜNZING at least in text form.

1.4 These GTC shall also apply if MÜNZING accepts the Delivery of Products without reservation in the knowledge of conflicting or deviating general terms and conditions of the Supplier, or if it settles invoices.

1.5 Within the framework of ongoing business relationships, these GTC shall also apply to future Deliveries of Products by the Supplier, even if they have not been expressly included in the contract again.

1.6 Changes to these GTC shall be communicated to the Supplier in writing, by fax or by email. If the Supplier does not object to these changes within four (4) weeks of receipt of the notification, the changes shall be deemed to have been accepted by the Supplier. The Supplier shall be informed separately of the right of objection and the legal consequences of silence in the notification of the change to the terms and conditions.

2 Conclusion of contract

2.1 Orders placed by MÜNZING are generally binding for five (5) working days, starting from the order date. If the Supplier accepts an order from MÜNZING after the expiry of the five (5) working days, the declaration constitutes a new offer within the meaning of Section 150 Para.2 of the German Civil Code (BGB), which must be accepted separately by MÜNZING at least in text form.

2.2 Delivery dates in MÜNZING's orders are binding for the Supplier.

2.3 All offers made by the Supplier must be expressly accepted by MÜNZING at least in text form (i.e. by fax or email).

2.4 MÜNZING is entitled to request changes to the delivery item, provided this is reasonable for the Supplier. The effects of such a change, in particular with regard to additional or reduced costs and delivery dates, shall be agreed upon in a reasonable and mutually acceptable manner. If no agreement can be reached within a reasonable period of time, MÜNZING shall decide at its reasonable discretion.

2.5 The Supplier is not entitled to have the order executed in whole or in part by a third party without MÜNZING's approval, at least in text form.

2.6 Drawings and specifications, including tolerance specifications, which are specified by MÜNZING in individual cases, are binding. Orders placed by MÜNZING are not binding with regard to obvious errors, typing or calculation errors. The Supplier must immediately notify MÜNZING of such errors so that MÜNZING can correct the documents accordingly.

2.7 The Supplier is obliged to check MÜNZING's order specifications or designs for plausibility, completeness and errors recognizable to the Supplier and to notify MÜNZING of any possible defects or improvements in terms of cost reduction, increased service life, etc., at least in text form.

3 Delivery, transfer of risk and transfer of ownership

3.1 Unless the parties have expressly agreed otherwise in text form, the Delivery of Products to MÜNZING and the transfer of risk shall be carried out in accordance with DDP (Incoterms® 2020).

3.2 The delivery note must contain the exact order details from MÜNZING and must be enclosed with the delivery.

3.3 MÜNZING shall take out transport insurance for the Delivery of the Products. If, in individual cases, the Supplier is to take out appropriate transport insurance at its own expense, the parties shall agree on this.

3.4 The agreed delivery quantities must be adhered to exactly. Unless otherwise proven, the values determined by MÜNZING during the incoming goods inspection shall be decisive for quantities, weights and dimensions. Early, partial and excess deliveries that have not been expressly agreed in text form are not permitted. MÜNZING is not obliged to accept such deliveries.

3.5 Agreed delivery dates and delivery periods are binding. The delivery period begins with the dispatch of the order confirmation. The delivery date or delivery period shall be deemed to have been met when the products are delivered to the designated MÜNZING plant. The Supplier shall be fully responsible for procuring the supplies and services required for its delivery, even if it is not at fault.

3.6 The Supplier must notify MÜNZING immediately by telephone and then at least in text form of any expected disruption to performance that causes or may cause a change in the delivery time, quality or quantity of the products to be delivered. The reasons for the expected disruption to performance and, if possible, the expected delivery date must be stated. The notification shall have no effect on the delivery date or delivery period binding on MÜNZING. MÜNZING expressly reserves the right to assert all claims arising from the delayed delivery.

3.7 Upon expiry of the delivery period or delivery date, the Supplier shall automatically be in default without the need for a separate reminder.

3.8 In the event of a delay in delivery, MÜNZING shall be entitled to all statutory claims. The unconditional acceptance of the delayed delivery does not constitute a waiver of existing claims by MÜNZING.

3.9 The Supplier shall indemnify MÜNZING upon first request against any justified claims by third parties arising from the culpable delay in delivery caused by the Supplier. If deliveries have to be expedited due to the Supplier's fault, the Supplier shall bear the necessary additional costs incurred as a result.

3.10 If the Supplier is culpably in default of delivery, MÜNZING shall be entitled to demand a contractual penalty from the Supplier amounting to 0.2% of the net order value for each working day of the culpable delay, but not more than 5% of the net order value in total. For the purposes of these GTC, working days are all calendar days that are not a Sunday or a public holiday at MÜNZING's registered office. MÜNZING expressly reserves the right to claim compensation for any damage incurred. If the contractual penalty and the claim for damages relate to the same interest, the contractual penalty shall be offset against the claim for damages.

3.11 The delivery must be packaged in accordance with standard commercial practice. The Supplier must observe the regulations of the respective carrier, freight forwarder or forwarding agent. The Supplier shall be solely liable for damage resulting from defective packaging. Reusable packaging shall be taken back by the Supplier carriage paid and collected by the Supplier from MÜNZING. If this is not possible, the Supplier shall bear the disposal costs charged to MÜNZING.

3.12 In individual cases, MÜNZING is entitled to determine the shipping route, shipping method, means of transport and type of packaging by means of an express declaration in text form at least-

3.13 Acceptance of the delivery does not constitute acceptance and is always subject to inspection of the delivered products for completeness and freedom from defects.

3.14 Unless the parties have expressly agreed otherwise in text form, ownership of all delivered products shall pass to MÜNZING upon delivery.

4 Prices and payment

4.1 In principle, the prices stated in MÜNZING's order shall apply. If the Supplier specifies a different price in the order confirmation, this price shall only be agreed if MÜNZING has expressly confirmed it in text form.

4.2 The price stated in MÜNZING's order is a fixed price and includes the manufacture and Delivery of the Products DDP (INCOTERMS 2020) to the designated MÜNZING plant, including all ancillary services such as transport, packaging, insurance, customs formalities and customs duties to the designated delivery address and value added tax, unless otherwise agreed in text form. If MÜNZING bears the costs of packaging in individual cases, these costs shall be calculated as cheaply as possible.

4.3 Changes to the price due to subsequent cost increases and price increases are excluded, unless the parties have expressly agreed otherwise in text form.

4.4 Unless expressly agreed otherwise in text form, payments shall be made after complete receipt of goods and receipt of a proper and verifiable invoice within fourteen (14) calendar days with a three (3) % discount or within thirty (30) calendar days strictly net. The latter of the two dates shall be decisive for the start of the payment period. Early acceptance of delivered products by MÜNZING shall have no influence on the start of the payment period.

4.5 All payments by MÜNZING are subject to invoice verification and do not constitute a waiver of claims or any other confirmation regarding the contractual Delivery of the Products.

4.6 The Supplier is only entitled to a down payment on the products to be delivered if this has been expressly agreed in text form and the Supplier provides, at its own expense, a guarantee from a bank approved in Germany as a customs and tax guarantor in the amount of the down payment to be paid until the products have been delivered in full to MÜNZING.

4.7 In the event of a faulty delivery, MÜNZING is entitled to withhold payment in proportion to the value until proper performance.

4.8 The invoice shall be enclosed with the delivery in a single copy or sent separately to MÜNZING at in accordance with the order specifications. In particular, it must contain the order number and date, the delivery note number and date, the quantity of goods invoiced, and all information required in accordance with Sections 14 and 14a of the UStG (German Value Added Tax Act).

5 Force majeure

5.1 "Force majeure" means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations, if and to the extent that the party affected by the obstacle proves that (a) this obstacle is beyond its reasonable control and (b) it was not reasonably foreseeable at the time the contract was concluded, and (c) the affected party could not reasonably have avoided or overcome the e effects of the obstacle.

5.2 In particular, but not exclusively, the following events shall be presumed to constitute force majeure within the meaning of the preceding paragraph: war, acts of terrorism, currency and trade restrictions, embargoes, sanctions, official acts, compliance with laws or government orders, government travel and export bans or government entry and import bans, epidemics, extreme natural events, explosions, fires, demonstrations or gatherings that prevent the passage of important transport routes, general labour unrest, energy shortages or impairment of means of transport.

5.3 A party that successfully invokes this clause shall be suspended from its obligation to fulfil its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract for the duration of the force majeure event and a reasonable start-up period from the time at which the obstacle makes it impossible for it to perform, provided that the occurrence of a force majeure event is immediately notified to the other party. If the obstacle or force majeure event affecting the affected party lasts longer than four (4) months, the other party shall be entitled to terminate the contract in whole or in part. Mutual claims for damages due to this termination are excluded.

6 Warranty

6.1 The Supplier warrants that the delivered products comply with the agreed specifications. The Supplier guarantees that the products comply with all relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations at the time of transfer of risk. The Supplier shall in any case be liable for the supplies and services procured by it as for its own supplies or services, even if it is not at fault. This applies in particular with regard to defects.

6.2 The Supplier's warranty obligations are governed by the statutory provisions. MÜNZING is entitled to these in full. In any case, MÜNZING is entitled, at its discretion, to demand that the Supplier remedy the defect or deliver a new item, provided that MÜNZING's choice is not unreasonable for the Supplier. The repair shall be deemed to have failed after the second unsuccessful attempt. The right to compensation, in particular compensation in lieu of performance, is expressly reserved.

6.3 If the Supplier fails to fulfil its obligation to remedy the defect within a period set by MÜNZING, MÜNZING shall be entitled to remedy the defect itself or to demand reimbursement of the necessary expenses or a corresponding advance payment from the Supplier. If the subsequent performance by the Supplier has failed or is unreasonable for MÜNZING (e.g. due to particular urgency, endangerment of operational safety or the threat of disproportionate damage), no deadline needs to be set; MÜNZING shall inform the Supplier of such circumstances without delay.

6.4 The warranty period shall be thirty (30) calendar months after Delivery of the Products to MÜNZING. In the event of defects of title, the Supplier shall indemnify MÜNZING against any claims by third parties. A limitation period of four (4) years shall apply to defects of title.

6.5 The Supplier shall carry out an outgoing goods inspection for its products. MÜNZING shall only check the identity and quantity of the goods upon receipt, based on the accompanying documents, as well as for any externally visible transport damage. MÜNZING shall notify the Supplier of any defects in the delivery as soon as they are discovered in the ordinary course of business, within a reasonable period of no more than five (5) working days after the defect has been discovered or detected. In this respect, the Supplier waives the objection of late notification of defects (§ 377 German Commercial Code (HGB)).

6.6 If, as a result of a defective delivery, an incoming inspection exceeding the usual scope is necessary, the Supplier shall bear the costs thereof. All other costs incurred within the scope of the warranty obligation, for example for dismantling, assembly, freight, packaging, insurance, customs duties and other public charges, tests and inspections, shall also be borne by the Supplier.

7 Liability and product liability

7.1 Unless otherwise expressly agreed in text form, the Supplier shall be liable in accordance with the statutory provisions.

7.2 If the Supplier is responsible for a product defect, it shall be liable in accordance with the applicable product liability laws and shall be obliged to indemnify MÜNZING against claims for damages by third parties upon first request. The Supplier shall also be obliged to bear the costs of any legal action and any recall campaign.

7.3 The Supplier is obliged to take out, at its own expense, business and product liability insurance (including extended cover with the inclusion of installation and removal costs) to an extent customary and appropriate in the industry (minimum cover of EUR 10 million per claim) and to maintain this cover for the duration of the supply relationship, i.e. until the respective expiry of the limitation period for defects.

8 Assignment and offsetting

8.1 The Supplier is not entitled to assign or otherwise transfer claims of the Supplier against MÜNZING to a third party without the prior consent of MÜNZING, at least in text form. However, MÜNZING may not unreasonably withhold its consent.

8.2 The Supplier is not entitled to offset its own claims against claims by MÜNZING, unless the Supplier's claim is undisputed or has been established by a final and binding court decision or the two claims are reciprocal.

9 Confidentiality, intellectual property

9.1 The Supplier is obliged to treat all non-public commercial, operational and technical information or objects disclosed to it or otherwise made known to it within the scope of the business relationship as strictly confidential for a period of five (5) years from the date of becoming aware of them and not to disclose them to third parties without the prior consent of MÜNZING, at least in text form, not to make any copies and not to use them for purposes other than those specified by MÜNZING. The Supplier shall impose corresponding obligations on its subcontractors.

9.2 MÜNZING reserves all property rights and copyrights to cost estimates, drawings, models, parts, templates, calculations, descriptions, samples and other documents (hereinafter referred to as "Documents"). The Documents may only be made available to third parties with the prior consent of MÜNZING, at least in text form, and must be returned to MÜNZING in full immediately upon request.

9.3 The Supplier shall indemnify MÜNZING against any claims by third parties based on the fact that a delivered product infringes property rights worldwide when used in accordance with the contract and the Supplier is responsible for this. The indemnification obligation covers all damages incurred by MÜNZING, including necessary legal costs. This does not apply if and to the extent that the Supplier has manufactured the delivery items exclusively in accordance with MÜNZING's specifications (e.g. drawing specifications, model specifications, other descriptions).

9.4 The parties undertake to inform each other immediately, even after the expiry of the warranty period, of any known risks of infringement and alleged cases of infringement of property rights and to give each other the opportunity to defend against such claims.

10 Quality and declaration

10.1 The Supplier shall comply with the recognized rules of technology, all applicable safety regulations, all legal provisions applicable to the delivered product in the country of manufacture and distribution, and the agreed technical data, including DIN and EU standards, for its delivered products.

10.2 Certification of the Supplier with regard to EcoVadis, ISO 9001 and ISO 50001 is to be sought. Existing certifications must be provided to MÜNZING upon request.

10.3 The Supplier must take all necessary measures to deliver products of impeccable quality with a "zero-defect target".

10.4 The Supplier is obliged to declare to MÜNZING the substances contained in its products that are subject to declaration, specifying the CAS number and the weight percentage in the homogeneous material.

11 Compliance

11.1 The Supplier undertakes to comply with MÜNZING's Code of Conduct, available at www.munzing.com, as of 2023.

11.2 The Supplier undertakes to comply with all applicable laws and regulations, in particular the respective legal provisions governing the treatment of employees, occupational safety and environmental protection. The Supplier undertakes to comply with the guidelines of the UN Global Compact Initiative (www.unglobalcompact.org), which essentially regulates the protection of human rights, the prohibition of child and forced labour, the elimination of discrimination and the assumption of responsibility for the environment, as well as compliance with the UN Guiding Principles on Business and Human Rights.

11.3 The Supplier must ensure that production is environmentally friendly and energy efficient. The products and their packaging must comply with the latest environmental requirements. Ingredients that are known to be harmful to the environment or health must be excluded. The possibilities for reuse or recyclability must be fully exploited and guaranteed. Suppliers should strive to obtain ISO 14001 certification.

11.4 In the event of serious violations of the obligations under Section 11 or serious violations of the law, MÜNZING is entitled to withdraw from individual orders or other offers or to terminate existing contracts without notice.

12 Customs, export control, material compliance

12.1 The Supplier assures that it is familiar with and fully complies with all applicable trade and customs laws, regulations, instructions and guidelines, sanctions and embargoes, and any legal system that may apply to the delivered products and will continue to comply with them in the future. In the event of violations within the Supplier's area of responsibility, the Supplier shall indemnify MÜNZING against all resulting claims and costs.

12.2 The Supplier undertakes to observe the legal requirements and restrictions applicable to its product for the use of substances and materials, in particular (a) the REACH Regulation on the registration, evaluation, authorization and restriction of chemical substances and (b) the use of so-called "conflict minerals" (tin, gold, tantalum, tungsten) in its supply chain and to take appropriate measures to ensure that materials and components supplied to MÜNZING do not contain any conflict minerals in accordance with Section 1502 of the US Dodd-Frank Act and Regulation (EU) 2017/821 of the European Parliament and of the Council of 17 May 2017. During an ongoing supply relationship, the Supplier is obliged to continuously monitor its products with regard to material compliance.

12.3 The Supplier is obliged to notify MÜNZING of the trade policy and the respective prescribed preferential origin of its delivered products in a binding manner and within a reasonable period of time.

13 Final provisions

13.1 Ancillary agreements, deviations and amendments to these GTC must be made in text form. This also applies to this text form requirement.

13.2 The place of performance for all payments is Abstatt. The place of performance for all deliveries is the designated MÜNZING plant.

13.3 The place of jurisdiction for all disputes arising from or in connection with the business relationship between MÜNZING and the Supplier is the court responsible for Abstatt. However, MÜNZING is also entitled to sue the Supplier at the Supplier's place of business.

13.4 Contracts between MÜNZING and the Supplier, the interpretation of these GTC, and all legal relationships between MÜNZING and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

13.5 Should any provision in these GTC be or become invalid or unenforceable, this shall not affect the validity of all other provisions or agreements. In this case, MÜNZING and the Supplier undertake to replace the invalid or unenforceable provision with a rule that comes as close as possible to its economic success and purpose. This shall apply equally in the event of a loophole.

13.6 In the event of contradictions, deviations, or questions of interpretation, the German version of these GTC shall prevail.

Version: March 2026

Special Conditions for Services

1 General

1.2 These special conditions for Services (hereinafter referred to as "SCS") apply in addition to MÜNZING's General Terms and Conditions of Purchase (hereinafter referred to as "GTC") for all Services commissioned by MÜNZING (hereinafter referred to as "Services") from a Service Provider in the exercise of his commercial or self-employed professional activity and legal entities under public law (hereinafter referred to as "Service Provider"). In the event of contradictions, these SCS shall take precedence over the provisions of the GTC.

1.3 The validity of any conflicting, additional or deviating general terms and conditions of the Service Provider is hereby rejected. They shall only become part of the contract if their validity has been expressly confirmed by MÜNZING in at least in text form.

1.4 These SCS also apply if MÜNZING accepts Services without reservation in the knowledge of conflicting or deviating general terms and conditions of the Service Provider, or if it settles invoices.

1.5 Within the framework of ongoing business relationships, these SCS shall also apply to future Services by the Service Provider, even if they have not been expressly included in the contract again.

1.6 Changes to these SCS will be communicated to the Service Provider in writing, by fax or by email. If the Service Provider does not object to these changes within four (4) weeks of receipt of the notification, the changes shall be deemed to have been accepted by the Service Provider. The Service Provider shall be informed separately of the right of objection and the legal consequences of silence in the notification of the change to the terms and conditions.

2 Services of the Service Provider

2.1 The Service Provider is obliged to provide the Service in accordance with the contractual agreements with MÜNZING. In particular, the Service Provider is obliged to comply with all of MÜNZING's specifications regarding time, space and content.

2.2 The Service Provider shall exercise the diligence of a prudent businessman and comply with the state of the art when providing the contractually agreed Service.

2.3 The Service Provider shall provide the Service independently and on its own responsibility using its own work equipment. In particular, the Service Provider shall independently and autonomously select and assign the personnel used to perform the Service. Only the Service Provider is authorized to issue instructions to its employees. The Service Provider shall ensure that the personnel it deploys are not integrated into MÜNZING's operations.

2.4 Before the Service Provider commences with the performance of the Service, the Service Provider shall name a contact person at the Service Provider who is responsible for receiving declarations. Communication within the framework of the underlying Service contract, including with regard to the personnel deployed, shall take place exclusively via the contact person named by the Service Provider. MÜNZING must be notified of any change of contact person in good time, at least in text form, stating the new contact details.

2.5 The Service Provider shall only use suitable and qualified employees to perform the Service and shall provide suitable evidence of this at MÜNZING's request. In the event of repeated or serious misconduct by individual employees to the detriment of MÜNZING, MÜNZING may demand that the Service Provider no longer use these employees to perform the Service. Any additional costs incurred as a result shall be borne by the Service Provider.

2.6 For Services provided within MÜNZING's premises, the Service Provider must ensure that all employees employed by the Service Provider comply with MÜNZING's applicable security regulations and information guidelines. MÜNZING will provide the Service Provider with the applicable security regulations and information guidelines in good time. If the safety regulations or information guidelines change during the provision of the Service, MÜNZING shall send the Service Provider the amended safety regulations and information guidelines. The Service Provider shall immediately ensure that the employees it employs comply with the amended safety regulations and information guidelines when providing the Service.

2.7 The Service Provider is not authorized to represent MÜNZING vis-à-vis third parties or to make legally binding statements on behalf of MÜNZING.

2.8 The Service Provider shall immediately and unsolicited inform MÜNZING of any facts that may indicate that the Service Provider or its employees could be considered bogus self-employed persons due to their integration into MÜNZING's organization.

3 Cooperation by MÜNZING

3.1 MÜNZING shall provide all contractually agreed and necessary cooperation in a timely manner.

3.2 If the Service is to be provided within MÜNZING's premises, MÜNZING shall grant the Service Provider the necessary access to MÜNZING's premises after prior consultation. Workspaces may be made available to the Service Provider if available, but the Service Provider shall not be entitled to the provision of workspaces free of charge.

3.3 If it is not possible to perform the Services using the Service Provider's own work equipment due to the special requirements of the work to be performed, MÜNZING shall provide the Service Provider with the necessary work equipment, provided that it is possible and reasonable for MÜNZING to do so. The Service Provider shall not be entitled to the provision of work equipment free of charge.

3.4 MÜNZING shall provide the Service Provider with any requested documents or information in good time. If information cannot be obtained by reasonable and acceptable means or cannot be disclosed due to third-party rights, this shall not constitute insufficient cooperation on the part of MÜNZING.

3.5 The Service Provider must immediately notify MÜNZING in text form of any insufficient cooperation on the part of MÜNZING. MÜNZING shall only be in default with the performance of cooperation measures after the fruitless expiry of a reasonable period set in text form. The Service Provider may only raise the objection of insufficient cooperation on the part of MÜNZING if MÜNZING is in default with the cooperation measure.

4 Remuneration

4.1 Remuneration for the Service shall only be paid after the service has been rendered in full, unless the parties have agreed otherwise in text form. If the parties agree on partial payments, partial payments shall only be made after the respective underlying partial service has been rendered in full.

4.2 The Service Provider is bound by agreed remuneration caps, fixed prices and cost estimates made prior to conclusion of the contract, unless the parties have expressly agreed in text form that these are non-binding.

4.3 The prices stated in MÜNZING's orders also include all ancillary costs that are typical for the provision of services, such as travel expenses, accommodation costs and meal costs.

5 Property rights and intellectual property rights

5.1 All property rights and intellectual property rights to documentation, reports, charts, drawings, diagrams, images, films, visual data storage media, data carriers, etc. (hereinafter referred to as "Documents") created in the course of performing the Work and Services shall be vested exclusively in MÜNZING. The Service Provider shall transfer all intellectual property rights to the Documents to MÜNZING in full, to the extent permitted by law. If the transfer of individual intellectual property rights is not permitted, the Service Provider shall grant MÜNZING an exclusive, sublicensable right of use that is unlimited in terms of time, content and territory. The procurement of the intellectual property rights shall be compensated by the agreed remuneration.

5.2 If existing industrial property rights, copyrights or unprotected knowledge ("Know-How") of the Service Provider are used during the performance of the work and these are necessary for MÜNZING to exploit the results of the work, MÜNZING shall receive a non-exclusive, transferable and sublicensable right of use to the Know-How. This includes all types of use, in particular those specified in Section 6.1.

6 Contract term and termination

6.1 The underlying service contract has the term agreed in MÜNZING's appointment.

6.2 The underlying service contract may be terminated by either party with three (3) calendar months' notice to the end of the quarter.

6.3 The parties' right to terminate the underlying contract for Services for good cause remains unaffected. Good cause shall be deemed to exist in particular if

6.3.1 the performance of the services is recognizably jeopardized due to the Service Provider's lack of capacity, or

6.3.2 facts become known which give rise to the presumption of bogus self-employment on the part of the Service Provider, or

6.3.3 in proceedings to determine the Service Provider's social security status (status determination proceedings pursuant to Section 7 Volume IV of the German Social Code (SGB IV)), the existence of a dependent employment relationship is established.

6.4 Any termination of the underlying contract for services must be made in text form.

7 Subcontractors

7.1 The Service Provider is only entitled to transfer the performance of the services in whole or in part to one or more subcontractors with the prior consent of MÜNZING in text form.

7.2 MÜNZING's consent to subcontracting to a subcontractor may be conditional and may be revoked at any time with immediate effect.

7.3 The Service Provider shall ensure that the subcontractors used by the Service Provider to perform the services are sufficiently qualified and fulfil all obligations contractually assigned to the Service Provider by MÜNZING (e.g. confidentiality, data protection, quality and compliance).

7.4 The Service Provider shall disclose to MÜNZING the entire chain of subcontractors used to perform the services at any time upon request.

7.5 The Service Provider shall be liable for the fault of its subcontractors as if it were its own fault. The Service Provider shall indemnify MÜNZING on first request against all claims asserted by third parties against MÜNZING on the basis of the conduct of the subcontractors.

8 Compliance supplementing Section 11 GTC

8.1 The Service Provider may only employ foreign workers who require a work permit to perform the services if the Service Provider employs the workers itself and the workers are in possession of a valid residence and work permit.

8.2 The Service Provider undertakes to pay the applicable minimum wage and any social security contributions, employment promotion contributions and social security expenses to employees and marginal employees.

8.3 The Service Provider is obliged to provide MÜNZING with evidence of compliance with this clause upon request.

9 Final provisions

9.1 Ancillary agreements, deviations and amendments to these SCS must be made in text form. This also applies to this text form requirement.

9.2 The interpretation of these SCS shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

9.3 Should any provision in these SCS be or become invalid or unenforceable, this shall not affect the validity of all other provisions or agreements. In this case, MÜNZING and the Service Provider undertake to replace the invalid or unenforceable provision with a rule that comes as close as possible to its economic success and purpose. This shall apply equally in the event of a loophole.

9.4 In the event of contradictions, deviations, or questions of interpretation, the German version of these GTC shall prevail.

Version: March 2026

Special Conditions for Works and Services

1 General

1.1 The MÜNZING CHEMIE GmbH Group, Münzingstraße 2, 74232 Abstatt, MÜNZING Micro Technologies GmbH, Dr.-Bergius-Str. 16-24, 06729 Elsteraue, MÜNZING Emulsions Chemie GmbH, Dr.-Bergius-Str. 16-24, 06729 Elsteraue (hereinafter referred to as "MÜNZING") specializes in the manufacture and distribution of chemical products and the trade in equipment for the application of chemical products.

1.2 These special conditions for works and services (hereinafter referred to as "SCW") apply in addition to MÜNZING's General Terms and Conditions of Purchase (hereinafter referred to as "GTC") for all work services commissioned by MÜNZING (hereinafter referred to as "Work Services") from a Contractor in the exercise of his commercial or self-employed professional activity and legal entities under public law (hereinafter referred to as "Contractors"). In the event of contradictions, these SCW shall take precedence over the provisions of the GTC.

1.3 The validity of any conflicting, additional or deviating general terms and conditions of the Contractor is hereby rejected. They shall only become part of the contract if their validity has been expressly confirmed by MÜNZING in at least in text form.

1.4 These SCW also apply if MÜNZING accepts Work Services without reservation in the knowledge of conflicting or deviating general terms and conditions of the Contractor, or if it settles invoices.

1.5 Within the framework of ongoing business relationships, these SCW shall also apply to future Work Services by the Contractor, even if they have not been expressly included in the contract again.

1.6 Changes to these SCW will be communicated to the Contractor in writing, by fax or by email. If the Contractor does not object to these changes within four (4) weeks of receipt of the notification, the changes shall be deemed to have been accepted by the Contractor. The Contractor shall be informed separately of the right of objection and the legal consequences of silence in the notification of the change to the terms and conditions.

2 Works of the Contractor

2.1 The Contractor is obliged to bring about the success of the specifically commissioned work performance.

2.2 The Contractor shall exercise the diligence of a prudent businessman in performing the contractually agreed work and shall comply with the state of the art.

2.3 The Contractor shall perform the work independently and on its own responsibility using its own work equipment. The work equipment used by the Contractor to perform the work must be fully functional, maintained in accordance with the respective manufacturer's specifications and tested in accordance with the relevant regulations, such as accident prevention regulations or the specifications of the German statutory accident insurance. If the Contractor is unable to provide evidence of the necessary inspections for individual work equipment before commencing the Work Services, MÜNZING shall be entitled to carry out the necessary inspections itself or to have them carried out by a third party at the Contractor's expense. If MÜNZING carries out the inspection itself, MÜNZING shall be entitled to charge the Contractor EUR 25.00 (net) per piece of work equipment inspected for each necessary inspection. Delays in the performance of the work due to work equipment not having been inspected in accordance with this provision shall be borne by the Contractor.

2.4 In particular, the Contractor shall select and assign the personnel used to perform the work independently and on its own responsibility. Only the Contractor is entitled to issue instructions to its employees. The Contractor shall ensure that the personnel it employs are not integrated into MÜNZING's operations.

2.5 Before the Contractor commences with the execution of the Work Services, the Contractor shall designate a contact person at the Contractor who is responsible for receiving declarations. Communication within the framework of the underlying contract for Work Services, including with regard to the personnel employed, shall take place exclusively via the contact person designated by the Contractor. MÜNZING shall be notified of any change of contact person in good time, at least in text form, stating the new contact details.

2.6 The Contractor shall only use suitable and qualified employees to perform the Work Services and shall provide suitable evidence of this at MÜNZING's request. In the event of repeated or serious misconduct by individual employees to the detriment of MÜNZING, MÜNZING may demand that the Contractor no longer use these employees to perform the Work Services. Any additional costs incurred as a result shall be borne by the Contractor.

2.7 In the case of services within MÜNZING's premises, the Contractor shall ensure that all employees used by the Contractor comply with the applicable safety regulations and information guidelines. MÜNZING shall provide the Contractor with the applicable safety regulations and information guidelines in good time. If the safety regulations or information guidelines change during the performance of the work, MÜNZING shall provide the Contractor with the amended safety regulations and information guidelines. The Contractor shall immediately ensure that the employees it employs comply with the amended safety regulations and information guidelines when performing the work.

2.8 The Contractor is not authorized to represent MÜNZING vis-à-vis third parties or to make legally binding statements on behalf of MÜNZING.

2.9 The Contractor shall inform MÜNZING immediately and without being asked of any facts that may indicate that the Contractor could be considered a bogus self-employed person due to integration into MÜNZING's organization.

3 Cooperation by MÜNZING

3.1 MÜNZING shall provide all contractually agreed and necessary cooperation in a timely manner.

3.2 If the Work Services are to be performed within MÜNZING's premises, MÜNZING shall grant the Contractor the necessary access to MÜNZING's premises after prior consultation. Workrooms may be made available to the Contractor if available, but the Contractor shall not be entitled to the provision of workrooms free of charge.

3.3 If it is not possible to perform the Work Services using the Contractor's own work equipment due to the special requirements of the work to be performed, MÜNZING shall provide the Contractor with the necessary work equipment, provided that it is possible and reasonable for MÜNZING to do so. The Contractor shall not be entitled to the provision of work equipment free of charge.

3.4 MÜNZING shall provide the Contractor with any requested documents or information in good time. If information cannot be obtained by reasonable and acceptable means or cannot be disclosed due to third-party rights, this shall not constitute insufficient cooperation on the part of MÜNZING.

3.5 The Contractor must immediately notify MÜNZING in text form of any insufficient cooperation on the part of MÜNZING. MÜNZING shall only be in default with the performance of cooperation measures after the fruitless expiry of a reasonable period set in text form. The Contractor may only raise the objection of insufficient cooperation on the part of MÜNZING if MÜNZING is in default with the cooperation measure.

4 Remuneration

4.1 Remuneration for the Work Services shall only be paid after complete acceptance of the work, unless the parties have agreed otherwise in text form. If the parties have agreed that remuneration for the work shall be paid in instalments, the respective instalment shall only be paid after the underlying partial performance has been completely accepted, unless the parties have agreed otherwise in text form.

4.2 The Contractor is bound by agreed remuneration caps, fixed prices and cost estimates made prior to conclusion of the contract, unless the parties have expressly agreed in text form that these are non-binding.

4.3 The prices stated in MÜNZING's orders also include all ancillary costs that are typical for the performance of work, such as travel expenses, accommodation costs and meal costs.

5 Acceptance and transfer of risk

5.1 The Contractor may only demand acceptance of the Work Services once the Work Services is ready for acceptance. The Work Services is ready for acceptance once the contractually agreed work has been rendered in full and is free of defects. Upon completion of the Work Services and in compliance with the deadlines specified in the service description, the Contractor shall request acceptance of the Work Services from MÜNZING in text form.

5.2 Acceptance of the Work Services should be formal. MÜNZING may refuse acceptance if there is a defect that is not insignificant. The Contractor may only request renewed acceptance of the Work Services once it has demonstrated that the defect has been remedied.

5.3 Partial acceptance is excluded unless the parties have expressly agreed otherwise in text form. Reviews and inspections of interim results and the release of partial payments in accordance with milestone planning do not constitute acceptance.

5.4 Acceptance is not replaced by MÜNZING using the work or part of the work of the Contractor due to operational necessities. Payment of the agreed remuneration for the work, even before it is due, does not constitute acceptance of the work.

5.5 A fictitious acceptance within the meaning of Section 640 (2) of the German Civil Code (BGB) requires that the Contractor has set MÜNZING a deadline for acceptance in text form and has informed MÜNZING of the consequences of a refusal to accept without declaration or without specifying defects.

5.6 The Contractor bears the risk of accidental loss and accidental deterioration of the Work Services until complete acceptance by MÜNZING.

6 Property rights and intellectual property rights

6.1 All property rights and intellectual property rights to documentation, reports, charts, drawings, diagrams, images, films, visual data storage media, data carriers, etc. (hereinafter referred to as "Documents") created in the course of performing the Work and Services shall be vested exclusively in Münzing. The Contractor shall transfer all intellectual property rights to the Documents to Münzing in full, to the extent permitted by law. If the transfer of individual intellectual property rights is not permitted, the Contractor shall grant Münzing an exclusive, sublicensable right of use that is unlimited in terms of time, content and territory. The procurement of intellectual property rights shall be compensated by the agreed remuneration.

6.2 If existing industrial property rights, copyrights or unprotected knowledge ("Know-How") of the Contractor are used during the performance of the work and these are necessary for MÜNZING to exploit the results of the work, MÜNZING shall receive a non-exclusive, transferable and sublicensable right of use to the Know-How. This includes all types of use, in particular those specified in Section 6.1.

7 Contract term and termination

7.1 During the performance of the work, MÜNZING may terminate the underlying contract for Work Services in accordance with Section 648 of the German Civil Code (BGB). In the event of termination in accordance with Section 648 of the German Civil Code BGB, MÜNZING shall reimburse the Contractor for the services already rendered and required, plus any follow-up costs, but limited in total to the agreed remuneration. The Contractor shall not be entitled to payment of the full remuneration. The Contractor shall be obliged to keep the costs to be reimbursed by MÜNZING as low as possible.

7.2 If the Contractor is responsible for the termination of the underlying contract for Work Services, the Contractor shall not be entitled to payment of the remuneration from MÜNZING.

7.3 The parties' right to terminate the underlying contract for Work Services for good cause remains unaffected. Good cause shall be deemed to exist in particular if

7.3.1 the performance of the work is recognizably jeopardized due to the Contractor's lack of capacity, or

7.3.2 facts become known which give rise to the presumption of bogus self-employment on the part of the Contractor, or

7.3.3 in proceedings to determine the Contractor's social security status (status determination proceedings pursuant to Section 7 Volume IV of the German Social Code (SGB IV)), the existence of a dependent employment relationship is established.

7.4 Any termination of the underlying contract for work must be made in text form.

8 Subcontractors

8.1 The Contractor is only entitled to transfer the performance of the work in whole or in part to one or more subcontractors with the prior consent of MÜNZING in text form.

8.2 MÜNZING's consent to subcontracting to a subcontractor may be conditional and may be revoked at any time with immediate effect.

8.3 The Contractor shall ensure that the subcontractors used by the Contractor to perform the work are sufficiently qualified and fulfil all obligations contractually assigned to the Contractor by MÜNZING (e.g. confidentiality, data protection, quality and compliance).

8.4 The Contractor shall disclose to MÜNZING the entire chain of subcontractors used to perform the work at any time upon request.

8.5 The Contractor shall be liable for the fault of its subcontractors as if it were its own fault. The Contractor shall indemnify MÜNZING on first request against all claims asserted by third parties against MÜNZING on the basis of the conduct of the subcontractors.

9 Compliance supplementing Section 11 GTC

9.1 The Contractor may only employ foreign workers who require a work permit to perform the work if the Contractor employs the workers itself and the workers are in possession of a valid residence and work permit.

9.2 The Contractor undertakes to pay the applicable minimum wage and any social security contributions, employment promotion contributions and social security expenses to employees and marginal employees.

9.3 The Contractor is obliged to provide MÜNZING with evidence of compliance with this clause upon request.

10 Final provisions

10.1 Ancillary agreements, deviations and amendments to these SCW must be made in text form. This also applies to this text form requirement.

10.2 The interpretation of these SCW shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

10.3 Should any provision in these SCW be or become invalid or unenforceable, this shall not affect the validity of all other provisions or agreements. In this case, MÜNZING and the Contractor undertake to replace the invalid or unenforceable provision with a rule that comes as close as possible to its economic success and purpose. This shall apply equally in the event of a loophole.

10.4 In the event of contradictions, deviations, or questions of interpretation, the German version of these GTC shall prevail.

Version: March 2026

Condiciones generales de compra - EMEA

Condiciones Generales de Compra - EMEA

General Terms and Conditions of Purchase

Special Conditions for Services

Special Conditions for Works and Services