GENERAL TERMS AND CONDITIONS OF VOLTATRON AG

I. AREA OF APPLICATION

1. the following general terms and conditions apply to the entire business relationship with our buyers. The buyer recognizes them as binding for the present contract and also for future transactions. Any deviating agreement requires our written confirmation. The buyer does not assert any terms and conditions of purchase of his own. These shall also not become part of the contract through our silence or through our delivery.

2. our terms of delivery and payment only apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law pursuant to § 310 BGB Entrepreneurs within the meaning of

§ Section 14 BGB are natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the legal transaction.

II. OFFER AND DELIVERY

1 Our offers are subject to change. Timely delivery presupposes an undisturbed production process and timely receipt of raw materials. If we are prevented from fulfilling the contract on time due to procurement, manufacturing or delivery disruptions for which we are not responsible – at our premises or those of our suppliers – e.g. labor disputes, energy shortages, the delivery time shall be extended by the duration of the disruption, but by no more than three months from the agreed delivery date.

2. the buyer may only withdraw from the contract if he sets us a reasonable grace period in writing after expiry of the extended deadline. The withdrawal must be made in writing if we do not fulfill within the grace period.

3 If it becomes impossible for us to fulfill the contract in whole or in part, we shall be released from our delivery obligation in this respect.

4. we will inform the buyer immediately of the hindrance according to paragraph 2 and the impossibility according to paragraph 3.

5. if the buyer is in arrears with the payment of an earlier delivery, we are entitled to withhold deliveries without being obliged to compensate for any damage incurred.

6. we are entitled to make partial deliveries unless this is unreasonable for the buyer.

7 Tools and devices manufactured for the processing of customer orders shall be paid for by the purchaser on a pro rata basis. These remain our property.

8. our delivery quantities may deviate +/- 5 % from the order quantities. Corresponding excess quantities must be accepted and paid for by the buyer. No claims can be asserted in the event of delivery of a corresponding shortfall.

9. in the case of material provided by the buyer, the buyer is obliged to deliver the material to us at least two weeks before the start of production, checked, labeled, taped and ready for the machine and at his own expense. 2 % material overdelivery must be taken into account. If shortages occur in the material provided by the buyer which require multiple set-ups of the machines or technical changes to the product hinder production, we are entitled to charge the buyer for the corresponding additional costs.

10. surplus material due to packaging units must be accepted if the material cannot be used elsewhere.

III PRICES

1. if only part of the agreed quantity is accepted within the agreed period in the case of call-off or forward orders, we shall be entitled, at our discretion, either to charge the price applicable to this batch size for the part delivered or to deliver and invoice the quantity not yet called off.

2. if the order has special technical features which the buyer has not pointed out despite being aware of them and which were not recognizable to us at the time the offer was submitted, and if this results in additional costs which are technically absolutely necessary, we shall inform the buyer of this immediately and pass on the additional costs incurred to the buyer at cost price.

IV. PRICE ADJUSTMENT

We reserve the right to make price adjustments due to possible fluctuations in material prices on the market. For imported goods, e.g. electronic components, the prices are based on the dollar exchange rate on the date of the offer. In the event of changes in the dollar exchange rate, we reserve the right to adjust and charge prices according to the dollar exchange rate applicable on the delivery date.

V. PAYMENTS

1. our invoices are payable within eight days of the invoice date, unless otherwise agreed. In the case of development services, 30 % is due when the order is placed, 40 % when the first sample is delivered and 30 % when the order is completed.

2. one-off costs, such as one-off order costs, are invoiced directly after receipt of the order. 50% of the material costs are due for payment six weeks before delivery of the assemblies. Furthermore, we are entitled to charge the buyer in advance for material we have purchased ourselves if the buyer is responsible for the delay in production.

3. if the buyer is in default of payment, we are entitled to charge interest in the amount of 8 percentage points above the respective base interest rate of the Deutsche Bundesbank per annum. We reserve the right to prove and claim higher damages caused by default.

4 We expressly reserve the right to refuse checks or bills of exchange. Acceptance shall only be on account of performance.

5. in the event of serious breaches of contract which justify a total call for payment and for which the buyer is responsible, e.g. dishonor of checks, default of payment, inability to pay or insolvency, we may declare the entire claim due immediately.

6. we are entitled to offset payments against the buyer’s oldest debt first, despite any provisions of the buyer to the contrary.

7. the buyer may only assert a right of retention if his counterclaim is based on the same contractual relationship. He is only entitled to a set-off if we have recognized the counterclaim, if it is undisputed or has been legally established.

VI TERMINATION

Cancellation (termination) of the order is only possible against payment of the costs incurred up to this point in time and any subsequent costs (in particular conversion costs for machines; costs for scrapping; idle running costs). Cancellation costs shall be charged according to actual expenditure, unless other individual contractual agreements have been made.

VII. RESERVATION OF TITLE

1. the goods shall remain our property until payment of all claims, including future claims, arising from our business relationship with the buyer. This also includes conditional claims.

2. the processing or transformation of the purchased item by the buyer shall always be carried out on our behalf. In the event that the reserved goods are combined or mixed with other items not belonging to us within the meaning of §§ 947, 948 BGB, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other combined or mixed items at the time of combination or mixing. If the combination or mixing takes place in such a way that the buyer’s item is the main item in the If the goods are to be regarded as co-ownership within the meaning of §§ 947, 948 BGB, it is agreed that the buyer shall transfer co-ownership to us on a pro rata basis. The Buyer shall hold the co-ownership or sole ownership for us free of charge. In all other respects, the same shall apply to the item created by processing, combining or mixing as to the purchased item delivered under reservation of title.

3. the buyer may sell the reserved goods in the ordinary course of business. He is not entitled to dispose of the goods in any other way, in particular to transfer them by way of security or to pledge them.

4. the purchaser hereby assigns to us his claims from the resale of the goods subject to retention of title in the amount, including all ancillary rights, which corresponds to the final invoice amount including VAT of our claims, irrespective of whether the purchased item has been resold without or after processing.

5. in the event that the buyer’s claims from the resale are included in a current account, the buyer hereby assigns to us his claim from the current account against his customer. The assignment shall be in the amount of the final invoice amount including VAT of our claim

6. until revocation, the buyer is entitled to collect the claims assigned to us. Assignment or pledging of these claims is only permitted with our written consent. In the event that If circumstances arise at the seller which objectively justify a revocation of the collection authorization, in particular if our security interest is affected, e.g. in the event of default of payment, insolvency or inability to pay, the buyer shall, at our request, notify the debtors of the assignment in writing, provide us with all information necessary for collection, present it to us or send it to us. For this purpose, the Buyer shall, if necessary, grant us access to his relevant documents.

7. in the event of a not merely insignificant breach of contract by the buyer, in particular in the event of the circumstances of para. 6 sentence 3, we shall be entitled to withdraw from the contract in accordance with §§ 323, 324 BGB. At our request, the buyer shall grant us access to the goods subject to retention of title still in his possession, send us a precise list of the goods, separate the goods and hand them over to us.

8. if the realizable value of our securities exceeds the amount of the claims to be secured by more than 10%, we shall release the securities to this extent at our discretion at the buyer’s request.

9. the buyer must inform us immediately in writing of any access by third parties to the reserved goods or the claims assigned to us and support us in every way in the intervention.

10. the buyer shall bear the costs for the fulfillment of the aforementioned obligations to cooperate in the pursuit of all rights arising from the retention of title as well as all uses made for the purpose of preserving and storing the goods.

VIII. PACKAGING AND SHIPPING

1 Delivery shall be made ex works in returnable packaging or in packaging provided by the Buyer free of charge. Packaging shall be carried out in accordance with professional and commercial standards. In the event that packaging is provided, we accept no liability for any damage caused by defective packaging.

2. special packaging and replacement packaging will be charged at cost price.

3. delivery shall be at the buyer’s expense.

IX. DANGER TRANSITION

1. the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of shipment upon delivery of the goods to the forwarding agent, carrier or other persons or institutions designated to carry out the shipment.

2 The same applies to any returns by the buyer.

3. transportation insurance shall be charged in the amount of 1‰ of the value of the goods. The insurance shall only be taken out at the request of the buyer and at the buyer’s expense.

X. WARRANTY AND LIABILITY

1. the goods are produced and delivered in accordance with the applicable quality guidelines.

2. our deliveries must be checked for correctness upon receipt. The buyer guarantees an incoming goods inspection in accordance with AQL. Obvious defects can only be objected to in writing within two weeks of receipt of the goods. Otherwise the assertion of warranty rights is excluded. The timely dispatch of the notification is sufficient to meet the deadline. Otherwise, § 377 HGB remains unaffected.

3. if the verification of functionality by means of an electrical test (own production stage) has not been agreed in an individual contract, we shall only be liable for compliance with our production specifications (workmanship standards) after visual inspection.

4. defect claims are excluded if the buyer or a third party has made changes to the delivered goods, unless the buyer proves in connection with the notification of the defect that the changes were not the cause of the defect. Claims for defects are also excluded if the buyer does not immediately comply with our request to return the rejected item.

5. in the event of a justified complaint, we shall remedy the defects at our discretion either by rectifying the defect free of charge (elimination of the defect) or by delivering a replacement (delivery of a defect-free item). In this case, we shall bear the costs required for subsequent performance, such as transport, travel, labor and material costs. If the rectification or replacement delivery fails, the buyer may, at his discretion, reduce the purchase price or withdraw from the contract.

6. the rejected goods must be sent to us in proper packaging. With regard to the bearing of costs, para. 5.

7. the Buyer shall only be entitled to remedy the defects himself and to demand compensation from us for the necessary expenses after prior written agreement with us.

8. rectification of defects is excluded if no written notification of defects in accordance with § 377 HGB and section X. Para. 2 has not been submitted in writing. Any rectification that is nevertheless carried out shall be without guarantee.

9. if the rectification carried out is defective, the buyer must report this in writing, in the case of obvious defects at the latest within two weeks of receipt of the rectified goods, in the case of non-obvious defects within one year. Otherwise the assertion of further warranty claims is excluded. The timely dispatch of the notification is sufficient to meet the deadline. Otherwise, § 377 HGB remains unaffected.

10. rectification of the delivered goods shall neither suspend the original warranty periods nor shall they begin to run anew.

XI. EXCLUSION OF LIABILITY/LIMITATIONS OF LIABILITY

1. claims for damages or reimbursement of expenses by the buyer – regardless of the legal grounds – are excluded unless the damage is based on an intentional or grossly negligent breach of duty or on the breach of a material contractual obligation by us, our legal representatives or our vicarious agents. Material contractual obligations are those whose fulfillment is essential for the proper performance of the contract, in particular our obligation to deliver the goods to be manufactured, including the delivery of the goods and the procurement of ownership and possession thereof.

2. the buyer’s claims for damages shall be limited to the foreseeable damage typical for the contract, insofar as we, our legal representatives or vicarious agents are guilty of simple negligence.

3. the exclusion or limitation of liability pursuant to paragraphs 1 and 2 shall not apply to claims arising from product liability. Furthermore, they shall not apply to damages resulting from injury to the life, body or health of the buyer which are based on a negligent breach of duty by us or an intentional or negligent breach of duty by one of our legal representatives. representative or vicarious agent. They also do not apply if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item.

XII. REJUVENATION

1. the limitation period is

a) for claims for repayment of the remuneration from withdrawal or reduction one year from delivery of the goods, but for duly notified defects not less than three months from submission of the effective declaration of withdrawal or reduction;

b) one year for other claims arising from material defects or defects of title;

c) in the case of other claims for damages or compensation for futile expenditure, two years from the date on which the customer became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence.

The limitation period shall expire at the latest upon expiry of the maximum periods specified in § 199 BGB.

2. however, the statutory limitation periods shall always apply to compensation for damages and expenses in the following cases: claims arising from product liability; claims due to injury to the life, body or health of the buyer which are based on a negligent breach of duty or an intentional or negligent breach of duty by one of our legal representatives or vicarious agents; furthermore, claims based on the fact that we fraudulently concealed the defect or assumed a guarantee for the quality of the item.

3. rectification of the delivered goods shall neither suspend the original warranty periods nor shall they begin to run anew.

XIII. PROPERTY RIGHTS

In the case of goods manufactured according to the buyer’s specifications, we shall not be liable in the internal relationship with the buyer for the infringement of third-party property rights. We reserve the right of recourse against the buyer. This also applies if we have participated in the development or have developed the goods according to the buyer’s specifications.

XIV. EFFICACY

Should individual provisions of the contract with the Buyer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The content of the contract shall be governed by the statutory provisions. In the absence of statutory provisions, the wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

XV. CHOICE OF LAW, PLACE OF PERFORMANCE AND JURISDICTION

1. the law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

2. place of performance for delivery and payment is Fürth.

3. the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Fürth.

Voltatron AG,
in June 2025