1. Subject matter of the contract and scope of application

1.1 The following terms shall be applicable to all services provided to E.I.S. Aircraft Products and Services GmbH (hereinafter referred to as “EIS“ or “Principal”) regardless of the legal nature of the contract the service is based on. The purchasing conditions of EIS shall apply exclusively.

1.2 We do not accept contradictory or purchasing conditions deviating from ours, unless we have expressly approved their applicability in advance and in written form. Deviating General Terms and Conditions used by the contractual partner of EIS, hereinafter referred to as “Agent“, shall not become subject matter of the contract, even if EIS do not expressly contradict. If EIS accept the delivery or service without express opposition, it cannot be derived that EIS would have accepted the contract terms of the Agent.

1.3 These terms shall also be applicable to all future business between EIS and the Agent, even if reference is not expressly made to these purchase conditions in a specific case.

2. Tender/Purchase order/Order documents

2.1 Tender preparation shall be free of charge for the Principal. In his quotation the Agent shall inform EIS about deviations.

2.2 If the Agent does not accept the order within three days of receipt of the purchase order by a written order confirmation, EIS shall be entitled to cancel the purchase order without entitling the Agent to claims for damage.

2.3 Purchase orders shall require text/written form. Otherwise purchase orders are invalid. Orders by phone may only be carried out by authorized persons (purchasing staff). These shall be appointed by EIS. If the authorized persons are replaced, the Agent shall be informed accordingly in written form. The current version shall be the last written notification with the most recent date.

2.4 Supply agreements shall come into being when the Agent confirms in writing the Principal’s purchase order or signs and returns the contract (or purchase order) sent. If supplier does not acknowledge within 2 working days the order can be deemed as accepted. Supply agreements and call-offs as well as their amendments and supplements require written form.

2.5 If our purchase order or order is not confirmed, but carried out, a contract is also concluded. Our purchase conditions shall be considered as implicitly accepted. If our order is carried out, even if reference is made to the rejection of our purchasing conditions, the execution of the order shall be considered as acceptance of our purchasing conditions.

2.6 By accepting the purchase order the Agent shall acknowledge that by examining the existing documents he has informed himself sufficiently of the type of execution and scope of services. In the case of obvious mistakes, typing and calculation errors in the documents provided by us etc. there shall be no liability for us. The Agent shall be obliged to inform us immediately of such errors to enable us to correct the purchase order accordingly. This shall also apply if documents are missing.

2.7 We shall reserve all titles and copyrights to all figures, drawings, calculations and other documents. Without our express consent they may not be disclosed to a third party. They shall be exclusively used for production based on our purchase order and returned to us without prompting or disposed of upon completion of order transaction. Absolute confidentiality obligation vis-à-vis a third party is taken for granted.

3. Prices/Remuneration

3.1 The price indicated on the purchase order shall be binding. The prices agreed on shall be fixed prices and exclude any additional charges, in particular due to potential wage and material price increases or amendments to work regulations or other taxes of whatever kind. Unless otherwise expressly agreed by contract, all additional expenses such as customs, insurance premiums, packing costs and similar shall be borne by the Agent.

3.2 All prices are plus value-added tax.

3.3 Deviations in quantity and quality compared to the text and content of the purchase order and contract amendments at a later stage shall not be considered agreed unless we have expressly confirmed these in written form.

3.4 Invoices can only be processed if they contain the order number of our purchase order according to our specifications; the Agent shall be solely responsible for any and all consequences arising from the non-compliance with this obligation, unless he proves that he is not responsible for them. The Agent shall be aware of the fact that invoices not complying with the specifications of EIS will be returned untreated.

3.5 Payment will be made within 14 working days upon receipt of the invoice with a deduction of 2 % discount or unless otherwise agreed in writing within 30 calendar days net by means of payment at our discretion. Payment terms shall be initiated by delivery or acceptance of the service.

3.6 If a payment schedule has been agreed on, payment shall be made upon receipt of an appropriate partial invoice according to the deadlines and partial amounts agreed on the payment schedule. Prior to the acceptance of the overall performance by the Principal or the final customer, all payments shall be made as down payments without acknowledging the previous service as fulfillment. The final instalment shall not be invoiced prior to the acceptance of the service.

3.7 If EIS pay before transfer of risk, the transfer or ownership shall be considered as agreed on.

3.8 Value-added tax shall be separately listed on the invoice.

3.9 Unless otherwise agreed on, the Agent shall not be entitled to assign his claims to a third party or have these collected by a third party. If the Agent assigns his claims vis-à-vis EIS to a third party without the consent of EIS and contrary to clause 1, the assignment shall nevertheless be invalid. The Principal, however, can make payments with releasing effect to the Agent or a third party at his own choice.

3.10 Payments of the Principal shall be considered made, as soon as they have been authorized for payment by the Principal.

3.11 EIS shall be entitled to off-set rights and liens to the extent provided for by law.

3.12 In the case of non-conformity, in particular defective delivery, EIS shall be entitled to withhold payment proportionately until proper fulfilment without the Agent being entitled to assert claims for damages or default interests and without loss of discounts, rebates or similar payment benefits.

4. Service content, Execution, Modifications

4.1 The service content shall be based on the respective individual order. Documentation, reports, ideas, drafts, models, templates and all other results produced in connection with the rendering of services shall be part of the contractual service.

4.2 The Agent shall render his services with meticulous care, taking into account the latest developments of science and technology, safety regulations of authorities and professional associations (of the Federal Republic of Germany), in particular, taking into account DIN or ISO verification regulations insofar as they refer to his part of services, as well as his own findings and experience gained during commissioned work. The Agent shall ensure compliance with statutory provisions, the agreed technical specifications and other defaults.

4.3 The Agent shall prepare drawings, data and other documentation in accordance with the requirements, regulations and directives of the Principal and his customers without asserting additional costs. In the case of uncertainties the Agent shall be obliged to obtain any information required for order fulfillment from the Principal before work starts. This shall be particularly applicable to EDP systems and specifications of the final customer of EIS to be used. Documents provided by the Principal such as drawings, instructions etc. shall be stored so that they are not accessible to third parties and shall be delivered or disposed of upon request. Notes shall be stored in line with statutory duties and made available to the Principal at any time.

4.4 In case the service consists of test results or is a request for testing, the agent has to provide an overview of used test equipment including the related calibration data. This has to be provided without further request and latest with the delivery of the service.

4.5 If requested by EIS the Agent shall provide all information on the structure of the delivery item insofar as it is required for compliance with official regulations and the statutory regulations respectively applicable at home and abroad.

4.6 EIS shall be entitled to demand order changes as regards structure, execution, quantity and delivery period – within the bounds of what is reasonable – as long as the Agent has not fulfilled his obligations in full.

4.7 The Agent shall be obliged to communicate immediately in written form his concerns as regards the ways and means of carrying out the delivery/service and propose changes (if necessary of the EIS product) he considers necessary to comply with the agreed specification or statutory requirements.

4.8 Before delivery of the first serial production products, the Agent shall perform a First Article Inspection (FAI) in accordance with AS9102 (available under at its costs in order to demonstrate the Suppliers qualification to produce serial production parts.

4.9 As a general rule, the delivery of non-compliant products shall not be permitted. In the case of non-compliant execution, the Agent shall be free to contact the Principal to coordinate a potential usability despite the problem of non-conformity. If the Principal receives non-compliant products or goods, he shall be entitled to reject them and have a right to repair/replacement within statutory periods. Payments by the Principal will be suspended until contract performance has been completed in full.

4.10 The Agent must ensure that life-sensitive materials are delivered with a remaining shelf life of minimum 80 % of the actual shelf life, unless otherwise stated the material specifications or the order documentation . For materials that are classified as hazardous substances, the Agent must notify changes to the product immediately in written form with a safety data sheet (SDS) in accordance with EU directive 1907/2006 in the currently valid version and a technical data sheet (TDS) to the Principal. In case of any noncompliance to this requirement the Principal reserves the right to return the product free of charge.

4.11 Moreover, the Agent shall undertake to inform the Principal without delay about defective products and goods that were detected following delivery. This has to be made not later than within three working days.

5. Performance deadlines, Default and Exclusion of the obligation to perform

5.1 Agreed deadlines and time limits shall be binding. The Agent undertakes to provide sufficient manufacturing and delivery capacities. The delivery of the contractual overall performance (i.e. the entire subject matter of the contract incl. documentation) to EIS or the reception of the contract item by the recipient specified by EIS shall be decisive for compliance with delivery date or delivery term. The Incoterms (2010) for all deliverables is “DAP”.

5.2 The Agent agrees that under no circumstances may he exercise a right of retention with regard to all outstanding residual services of one or more orders without having obtained a prior agreement with the Principal. The Agent is 100% liable for any damage resulting from non-compliance.

5.3 If the Agent does not observe the delivery date, the Principal shall be entitled to demand at his own choice without further respite of subsequent delivery, compensation for damages instead of the performance due to services not rendered or services not rendered as owed or to withdraw from the order. For delay in delivery a penalty of 0.5 % of the order value shall be agreed on for each week of default beginning, limited to a maximum of 5 % of the agreed compensation. The assertion of further rights shall not be affected. The delay penalty shall be set off against damage caused by delay actually occurred and asserted. The right to demand payment of the penalty shall not be forfeited by unconditional acceptance of delayed delivery.

5.4 As soon as it becomes obvious that agreed intermediate deadlines and final deadlines cannot be met, the Agent shall be obliged to inform the Principal without delay. The statutory rights of the Principal shall not be affected by this notification. The assertion of damage caused by delay shall also be reserved.

5.5 Premature deliveries and partial deliveries shall only be allowed with our written consent. Premature invoices for premature deliveries will not be accepted and returned promptly.

6. Force Majeure

6.1 Force majeure, labor disputes, riots, governmental measures and other unpredictable, inevitable and serious events shall cause mutual suspension of the obligation to perform of the contractual partners for the duration of the disruption. The contract partners shall be obliged to immediately provide the necessary information within the scope of what is reasonable and adapt in good faith their obligations to the modified conditions.

6.2 If the obligations to perform are suspended for more than two weeks due to force majeure, the Principal shall be entitled to terminate the contractual relationship with immediate effect. In such a case the Agent shall be entitled to demand compensation for duly justified expenses incurred with confidence in the continuation of the contractual relationship to the suspension of contractual obligations.

7. Provisions, Tools

7.1 Provisions shall remain the property of the Principal and be stored by the Agent free of charge, identified separately as provisions and administered with care. They shall only be used for the underlying order. In the case of reduction in value or loss, the Agent shall be obliged to replace them and take out insurance at his own expense for this purpose. This shall also apply to the cession of order-related material charged. Excess material shall be returned to EIS upon completion of the individual purchase order at the Agent’s expense.

7.2 If the material is processed and modified, the Principal shall become owner of the new or modified object when it comes into being. The Agent shall store the new or modified object for the Principal free of charge and with due diligence of a prudent businessman. Thus, reservation of title to the performance result in any form whatsoever shall be excluded.

7.3 The ownership of auxiliary models, tools, models, molds etc. (hereinafter referred to as “tools”) required for rendering the contractual service shall be transferred to the Principal when they come into being. Thus, tools shall be treated as provisions by the Principal. The Principal shall be entitled to demand the supply of tools at his own discretion or have them scrapped by the supplier free of charge. Scrapping of tools shall require the written approval of the Principal.

7.4 The Agent shall identify confidential documents as property of the Principal and store them separately and safely. Upon the Principal’s request, all confidential documents and objects shall be returned to the Principal or destroyed by the Agent immediately and without demand. Reservations of title shall be excluded.

8. Subcontracting

Orders may only be subcontracted to a third party with the prior written consent of the Principal. In the case of violation by the Agent the Principal shall be entitled to terminate the contract with immediate effect. In such a case the Agent shall not be entitled to assert compensation claims in any form whatsoever.

9. Transfer of risk/Acceptance

9.1 The risk shall be transferred to EIS upon delivery of the goods to EIS or the recipient appointed by EIS. A delivery note according to the specifications of EIS must be attached to every delivery. The Agent shall bear the risk of accidental loss or deterioration of the goods until they are handed over at that destination. In any case, the Agent shall bear the costs for freight and packaging, including extra costs for express delivery or expedited consignment due to reasons he is responsible for.

9.2 If the installation or assembly of the delivery item is included in the order volume as ancillary service, formal acceptance shall be required. It cannot be carried out before the testing phase has been completed. Apart from that, the delivery item shall be considered accepted six weeks upon commissioning at the latest, provided that during this period the Principal does not assert any defects impairing acceptance.

9.3 If, however, the Agent’s performance is integrated into the overall performance of EIS vis-à-vis their final customer, the Agent’s performance shall only be accepted by the final customer together with the acceptance of EIS without any express statement in that respect being required. Payments shall in no way mean the acceptance of the delivery item or the acknowledgement of its flawlessness. The risk shall be transferred at the latest upon acceptance of the contractual service.

10. Secrecy

10.1 The Agent shall undertake to treat as a business secret any and all evident, commercial and technical details he becomes aware of due to the business relation and protect them from unauthorized inspection, loss or use. Drawings, models, patterns, templates and similar objects provided by us or produced at our expense shall remain the Principal’s property and may not be made accessible or ceded to an unauthorized third party without the written approval of the Principal. Reproduction of these objects shall only be permitted in line with operating requirements and copyright regulations. The documents provided to the Agent shall be returned to the Principal without prompting or disposed of safely upon coordination with the Principal and upon completion of works, taking into account the confidentiality requirement. The Agent shall not be entitled to withhold or store copies, duplicates etc. unless he is obliged to archive them due to statutory provisions. Subject to further rights, the Principal shall be entitled to demand the surrender of the same, should the Agent violate his obligations.

10.2 Staff members and sub-suppliers have to be obliged accordingly.

10.3 Unless otherwise stipulated in the order, this secrecy obligation shall continue for five years upon delivery and/or performance.

10.4 The supplier shall only be entitled to promote this business relationship with the written consent of the Principal.

11. Liability for defects

11.1 If the period of limitation for claims for material defects has not been agreed upon separately, the Agent shall warrant that his contractual services will be flawless during a period of 24 months upon acceptance of the overall performance by the Principal or his final customer, however, not longer than 36 months upon delivery of the overall performance to the Principal. The period of limitation for claims for material defects shall be applicable regardless of the operating time. Defects of the supplied goods shall be communicated by the Principal once detected, according to the circumstances of the ordinary course of business. If the defects are obviously detectable in the business routine of EIS, the notification of defects shall be made within a period of one week. If the defects are not obviously detectable, the notification of defects shall be made within a period of 14 days upon identification of defects. Insofar the supplier shall waive the claim of late notification of defects. The notification of defects shall interrupt the period of limitation for claims for material defects as regards the faulty delivery item until the defect has been remedied in full. Defects of title shall be in lapse after the statutory limitation period.

11.2 The Principal shall be entitled to assert statutory warranty claims at his own discretion. In the case of improvement or replacement the Agent shall be obliged to remedy defects immediately free at destination at his own expense or render the service again. He shall bear all costs incurring in relation with improvement or replacement including necessary travel expenses. The right to possible claims for damages shall be reserved.

11.3 In urgent cases, e.g. in imminent danger or when the Principal’s own obligations to perform require immediate improvement or the Agent refuses a quick remedy of defects, the Principal himself may perform the improvement at the expenses of the Agent or have it performed by a third party without setting a time limit. The same shall be applicable, if the Agent delivers after the original deadline.

11.4 Apart from that, statutory provisions shall apply.

12. Liability

12.1 If claims are asserted against the Agent where derogation of statutory provisions is possible because of liability without fault vis-à-vis a third party, the Agent shall indemnify the Principal to the extent to which he would otherwise be found directly liable. The principles of § 254 BGB (German Civil Code) shall be applicable to compensation for damages between Principal and Agent. 1

12.2 Apart from that, statutory provisions shall apply.

13. Industrial property rights

13.1 The Agent shall be liable for claims arising from the violation of trademark rights granted and applied for, provided that deliveries and services are used according to the contract. The Agent shall exempt the Principal and his customers from any and all claims arising from the violation of such patent rights. This shall not be applicable if the Agent works in accordance with drawings, models, data etc. provided by the Principal and does not know or may not know in connection with the services rendered by him that patent rights are violated.

13.2 In the case of violation the Principal shall be entitled to obtain – at the Agent’s expenses – the necessary permission from the owner of such patent rights to deliver, commission, use, resell etc. the delivery item. Any further claim for damages of the Principal shall not be affected.

14. Withdrawal

The Principal shall be entitled to withdraw from the contract at any time if the criteria of § 6 have been fulfilled or labor disputes, shortage of raw materials or natural disasters, impossibility or delay of the Agent occur.

15. Right of access

In line with the commission, the Agent shall be considered as an approved supplier of E.I.S. Aircraft Products and Services GmbH, which hold various certifications and operate in the aerospace industry. This requires right of access to be forwarded to the Principal, his QM, customers and authorities. This right of access is a prerequisite for the Principal.

16. Miscellaneous

16.1 If the Agent stops payments or insolvency proceedings are opened as to his assets, or judicial or extra-judicial settlement proceedings have been filed, the Principal shall be entitled to withdraw from the contract. If the Principal does not withdraw, he shall be entitled to withhold an amount of at least 10 % of the remuneration as a security for contractual claims until the expiry of the contractual limitation period of the claims for defect.

16.2 If one of these provisions or a part of the other provisions agreed upon are or become invalid, the rest of the contract shall remain valid. The contract partners shall be obliged to replace the ineffective provision with one that comes closest to supporting the economic success.

16.3 Place of performance for deliveries and services from the respective individual order shall be the head office of the Principal, unless another place of performance is indicated on the individual order.

16.4 Exclusive legal venue, where permitted by law, shall be Bonn. These General Purchasing Terms shall be governed by German law.

16.5 As a supplement to these terms, the law of the Federal Republic of Germany shall apply exclusively. The application of the standardized UN sales law shall be excluded.

E.I.S. Aircraft Products and Services GmbH, Euskirchen 20.01.2020 (current version)

Revision_01 Addition at point 2.4 – Acquiescence 28.05.2018

Revision_02 Change of company name 13.06.2018

Revision_03 General update 20.01.2020