General Terms and Conditions of Purchase

Off-Grid Europe GmbH  |  Allgemeine Einkaufsbedingungen

Version 1.1 | Effective Date: ____________

1. Scope and Applicability

1.1. These General Terms and Conditions of Purchase ("Purchase Terms") govern all contracts for the purchase of products, components, materials, and services ("Goods") by Off-Grid Europe GmbH, Hesselbühl 6, 88630 Pfullendorf, Germany ("OGE" or "Purchaser") from its suppliers ("Supplier").

1.2. These Purchase Terms apply exclusively to business-to-business (B2B) transactions with entrepreneurs within the meaning of § 14 BGB (German Civil Code).

1.3. These Purchase Terms shall apply exclusively. Any terms and conditions of the Supplier that conflict with, deviate from, or supplement these Purchase Terms shall not become part of the contract, even if OGE does not expressly reject them, accepts delivery, makes payment, or performs without reservation while being aware of such terms. Acceptance of deliveries or services shall not constitute acceptance of the Supplier's terms.

1.4. These Purchase Terms shall apply to all future business transactions with the Supplier, even if not expressly agreed again.

1.5. Individual agreements made with the Supplier in specific cases (including side agreements, supplements, and amendments) shall take precedence over these Purchase Terms. Such agreements require written confirmation by OGE to be effective.

1.6. For the interpretation of commercial terms (trade terms), the Incoterms® 2020 or any subsequent version applicable at the time of contract conclusion shall apply. The exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) under Section 20.1 shall not apply where OGE and the Supplier expressly agree in writing on its application, in such case the CISG shall apply supplementally to these Purchase Terms.

1.7. Incorporation. These Purchase Terms shall be incorporated into all contracts where OGE has referenced them in an offer, order, order confirmation, invoice, delivery note, e-mail or other communication directed to the Supplier, and where the Supplier has been given a reasonable opportunity to take note of them by attachment, by the download link https://www.offgrideurope.com/terms-and-conditions, or by transmission upon request. The Supplier, acting as an entrepreneur within the meaning of § 14 BGB, is deemed to have accepted these Purchase Terms upon confirming the order, accepting the order in any other manner, commencing performance, delivering the Goods, or accepting payment under the contract referenced.

2. Orders and Contract Formation

2.1. Orders, call-off orders, and any amendments or supplements thereto shall be made in writing. For purposes of these Purchase Terms, "writing" or "written" includes email and other electronic text form, provided the sender's identity and fact of transmission are verifiable. Call-off orders may also be made via remote data transmission.

2.2. If the Supplier fails to accept the order in writing within fourteen (14) days of receipt, OGE shall be entitled to revoke the order. Call-off orders shall become binding if the Supplier fails to object within five (5) working days of receipt.

2.3. OGE may demand reasonable changes to the delivery item in construction, design, or specifications, provided such changes are reasonable for the Supplier. The parties shall mutually agree in writing on the consequences of such changes, including additional costs, cost reductions, and delivery dates, prior to implementation.

2.4. Order confirmations that deviate from OGE's order shall only be binding if OGE has expressly agreed to the deviations in writing.

2.5. Documentation, references and invoicing. The Supplier shall reference OGE's Purchase Order number on every order confirmation, delivery note, packing list, certificate of origin, test certificate, customs document, commercial invoice and any other communication related to the order. Where OGE has communicated a project or contract code, this code shall also be referenced. Each delivery note shall be securely affixed to the outside of the shipment in a weather-protected manner and shall contain the OGE Purchase Order number, the OGE Purchase Order line item numbers, the description and quantity of the Goods, OGE's delivery address, and the agreed Incoterm and named place. Each invoice shall contain all information required under § 14 UStG (or the equivalent VAT rules of the Supplier's country). An invoice that does not satisfy these requirements shall be deemed not received and may be returned by OGE unprocessed; the payment period under Section 3.3 shall start only upon OGE's receipt of a fully compliant invoice.

3. Prices and Payment Terms

3.1. The prices stated in the order shall be binding and fixed for the duration of the contract. Unless otherwise expressly agreed in writing, prices shall include packaging and delivery DAP (Delivered at Place, Incoterms® 2020) to OGE's designated location, including freight, transport, and insurance.

3.2. Prices are net amounts exclusive of value-added tax (VAT), which shall be shown separately on invoices at the applicable statutory rate.

3.3. Payments shall be made within sixty (60) days from receipt of a proper invoice and complete, defect-free delivery or performance of services. For purposes of this Section, an invoice is "proper" only if it complies with Section 2.5 and applicable VAT law; an invoice that does not so comply shall not start the payment period.

3.4. Payment shall not constitute acceptance of the Goods as conforming or waiver of any claims for defects.

3.5. If the delivery is defective or incomplete, OGE shall be entitled to withhold payment in a reasonable proportion to the value of the defect until proper fulfillment.

3.6. OGE shall be entitled to set-off and retention rights to the full extent permitted by law.

3.7. Bank charges of OGE's bank shall be borne by OGE; bank charges of the Supplier's bank and any intermediary correspondent banks shall be borne by the Supplier.

4. Delivery and Performance

4.1. Unless otherwise agreed in writing, delivery shall be DAP (Delivered at Place, Incoterms® 2020) to OGE's designated location.

4.2. Agreed delivery dates and deadlines are binding. Receipt of the Goods by OGE or by the third party named by OGE at the agreed destination shall be decisive for compliance with delivery dates.

4.3. Delivery periods are contingent upon OGE's timely fulfillment of its cooperation obligations, if any (including provision of necessary information, documents and specifications).

4.4. If the Supplier becomes aware that a delivery date or deadline cannot be met, the Supplier shall notify OGE immediately in writing, stating the reasons and the expected duration of the delay. Failure to provide such notification shall preclude the Supplier from claiming that it is not responsible for the delay.

4.5. In case of delayed delivery, OGE shall be entitled to: (a) demand a contractual penalty of 0.5% of the order value per commenced week of delay, up to a maximum of 5% of the order value, without prejudice to further claims; (b) after expiry of a reasonable grace period, withdraw from the contract and/or claim damages in lieu of performance. The contractual penalty shall be credited against any damages claimed.

4.6. Upon OGE's reasonable request, the Supplier shall maintain an appropriate safety stock to ensure continuity of supply.

4.7. Partial deliveries require OGE's prior written consent.

4.8. Early deliveries may be returned at the Supplier's expense or stored at the Supplier's risk and cost.

5. Force Majeure

5.1. Neither party shall be liable for delays or non-performance caused by events of force majeure beyond its reasonable control (including but not limited to natural disasters, war, terrorism, pandemics, strikes, governmental actions, or severe disruptions to transport or supply chains), provided the affected party (a) notifies the other party immediately in writing of the occurrence and expected duration; and (b) takes all reasonable steps to mitigate the effects.

5.2. For temporary impediments, delivery dates shall be extended by the duration of the impediment plus a reasonable restart period.

5.3. If the impediment lasts longer than three (3) months, either party may withdraw from the affected part of the contract by written notice, without liability for damages arising from such withdrawal.

6. Transfer of Risk

6.1. Risk shall transfer to OGE in accordance with the agreed Incoterms®.

6.2. If no Incoterms® are specified, risk shall transfer to OGE upon delivery of the Goods at OGE's designated destination.

7. Inspection and Notification of Defects

7.1. OGE shall inspect the Goods within a reasonable period after delivery and notify the Supplier in writing of any apparent defects without undue delay. The Supplier waives the defense of late notification of defects to the extent permitted by law.

7.2. In the case of hidden defects, notification shall be made promptly after discovery.

7.3. Notifications must describe the defect with reasonable specificity.

8. Warranty and Remedies for Defects

8.1. The Supplier warrants that the Goods: (a) conform to the agreed specifications, drawings, samples, and quality requirements; (b) are free from defects in material and workmanship; (c) are fit for the intended purpose as communicated to the Supplier; (d) comply with all applicable statutory and regulatory requirements, including environmental, health, safety, and product safety regulations of the European Union and any countries of use disclosed by OGE; and, where applicable to the Goods, comply with: (i) Regulation (EU) 2023/1542 on batteries and waste batteries, including conformity assessment, due diligence, carbon-footprint and labelling obligations; (ii) Regulation (EC) No 1907/2006 (REACH); (iii) Directive 2011/65/EU (RoHS) as amended; (iv) Directive 2012/19/EU (WEEE) and its national implementations; (v) the CE marking and conformity declaration requirements for products placed on the EU market; and (vi) Regulation (EU) 2023/956 (CBAM) reporting obligations for goods originating outside the EU. Upon request, the Supplier shall provide the corresponding declarations of conformity, technical documentation, test certificates, and CBAM emissions data.

8.2. The limitation period for warranty claims shall be thirty-six (36) months from delivery to OGE, unless a longer period is required by mandatory law or agreed individually. For Goods installed in OGE's products sold to end customers, the limitation period shall not expire before twelve (12) months after delivery to the end customer.

8.3. In the event of a defect, OGE may, at its option: (a) require the Supplier to remedy the defect (repair) or deliver defect-free replacement Goods at the Supplier's expense; (b) reduce the purchase price proportionally; (c) after unsuccessful Subsequent Performance or if Subsequent Performance is unreasonable, withdraw from the contract; (d) claim damages, without prejudice to any other statutory rights.

8.4. If defective Goods are delivered that are identified prior to processing or installation, OGE shall first give the Supplier the opportunity to sort out defective items and remedy defects or provide replacement delivery, unless this is unreasonable for OGE due to urgency or other circumstances. In urgent cases, OGE may remedy the defects itself or have them remedied by third parties after consultation with the Supplier where possible. The reasonable and documented costs shall be borne by the Supplier.

8.5. If a defect is identified after installation of the Goods into OGE's products, the Supplier shall reimburse OGE for all expenses incurred due to the installation and removal of the defective parts, including any costs legitimately claimed by OGE's customers.

8.6. The Supplier shall bear all costs associated with Subsequent Performance, including transport, labor, materials, installation, and removal costs.

9. Limitation of Liability

9.1. The Supplier shall be liable in accordance with statutory provisions.

9.2. The Supplier shall indemnify and hold OGE harmless from all third-party claims arising from defects in the Goods or the Supplier's breach of its obligations.

9.3. OGE's liability to the Supplier shall be limited as follows: (a) OGE shall be liable without limitation for damages arising from injury to life, body, or health, willful misconduct, gross negligence, and mandatory liability under product liability law. (b) For simple negligence, OGE shall only be liable for breach of material contractual obligations (Kardinalpflichten), limited to foreseeable, typically occurring damage. (c) OGE shall not be liable for indirect damages, consequential damages, or loss of profit, except as provided in (a).

10. Product Liability

10.1. If OGE is held liable by third parties for product damage, the Supplier shall indemnify and hold OGE harmless upon first request to the extent that the cause of the damage lies within the Supplier's sphere of control and organization.

10.2. The Supplier shall reimburse OGE for expenses arising from or in connection with product recalls carried out by OGE, to the extent the recall is caused by defects in the Supplier's Goods. OGE shall inform the Supplier of the content and scope of recall measures where possible and give the Supplier opportunity to comment.

10.3. The Supplier shall maintain product liability insurance with a coverage of at least EUR 5,000,000 per occurrence and EUR 10,000,000 in the aggregate per year for personal injury and property damage. Upon request, the Supplier shall provide certificates of insurance.

11. Intellectual Property Rights

11.1. The Supplier warrants that the Goods do not infringe any third-party intellectual property rights (patents, utility models, trademarks, designs, copyrights) in the countries of the European Union, the Supplier's home country, and countries of use disclosed by OGE.

11.2. The Supplier shall indemnify and hold OGE and its customers harmless from all claims based on the infringement of such intellectual property rights, including reasonable legal costs.

11.3. This indemnification shall not apply where the Supplier has manufactured the Goods according to drawings, specifications, or instructions provided by OGE, and the Supplier neither was aware nor should have been aware that this would infringe intellectual property rights.

11.4. Each party shall inform the other immediately about any known risks or alleged cases of intellectual property infringement to coordinate a joint response.

11.5. Upon request, the Supplier shall disclose the use of any published or unpublished own or licensed intellectual property rights relating to the Goods.

12. Provision of Materials, Tools, and Equipment

12.1. OGE retains ownership of all materials, parts, tools, equipment, drawings, CAD data, models, templates, samples, and other items provided to the Supplier. Any processing or transformation shall be carried out for OGE. If such items are processed with other materials, OGE shall acquire co-ownership in proportion to the value of OGE's items.

12.2. The Supplier shall use tools and equipment provided or paid for by OGE exclusively for the production of OGE's ordered Goods.

12.3. The Supplier shall insure OGE's tools and equipment at replacement value against fire, water, theft, and natural hazards at the Supplier's cost, and shall carry out necessary maintenance at the Supplier's cost.

12.4. The Supplier shall return all tools, materials, and equipment belonging to OGE immediately upon OGE's first request.

13. Confidentiality

13.1. The Supplier shall treat all non-public technical, commercial, and financial information received from OGE as strictly confidential business secrets. Such information may only be used for performing orders for OGE.

13.2. OGE retains ownership and copyrights of all illustrations, drawings, CAD data, models, templates, samples, calculations, and other documents provided to the Supplier. These may not be disclosed to third parties or reproduced except as necessary for the contractual purpose.

13.3. The Supplier shall bind its employees, agents, and subcontractors to equivalent confidentiality obligations.

13.4. Neither party may advertise with reference to the business relationship without the other party's prior written consent.

13.5. This confidentiality obligation shall survive termination of the contract indefinitely.

14. Quality, Safety, Environment, and Documentation

14.1. The Supplier shall comply with recognized standards of good practice, agreed specifications, applicable quality regulations, and all statutory requirements. The Supplier shall inspect the quality of the Goods on an ongoing basis. Changes to the Goods require OGE's prior written consent.

14.2. If hazardous substances are delivered, a current safety data sheet shall accompany both the order confirmation and the delivery. The Supplier shall ensure hazardous substances are transported only by approved carriers.

14.3. OGE shall have the right to conduct audits, upon reasonable prior notice and during regular business hours, to verify the Supplier's compliance with quality, environmental, social, and compliance standards as well as contractual obligations. Such audits include verification of compliance with the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz, LkSG) and equivalent EU due-diligence legislation. The Supplier shall complete OGE's supplier sustainability questionnaire annually and shall promptly report any human rights or environmental risks identified in its own operations or in its upstream supply chain. The Supplier shall provide necessary information and reasonable support. OGE may engage third-party auditors subject to confidentiality obligations. These obligations extend to the Supplier's subcontractors.

15. Packaging and Dispatch

15.1. Packaging shall be appropriate for the Goods and the mode of transport, protecting against damage. Where technically feasible, reusable or environmentally responsible packaging shall be used.

15.2. Each delivery shall be accompanied by a delivery note clearly visible on the outside, protected against transport and weather, containing: order number, item description, quantity, and delivery date.

15.3. Prior to delivery, the Supplier shall determine whether the Goods are classified as hazardous goods under applicable regulations. If so, the Supplier shall provide all necessary declarations, documentation, and safety data sheets. The Supplier shall be responsible for all damages resulting from incorrect or incomplete declarations.

16. Social Responsibility and Ethical Standards

16.1. Both parties attach great importance to social responsibility in their corporate activities.

16.2. The Supplier commits to compliance with the principles of: the International Labour Organisation (ILO) Declaration on Fundamental Principles and Rights at Work; the UN Global Compact; the UN Guiding Principles on Business and Human Rights.

16.3. The following principles are of particular importance: preservation of human rights; elimination of forced labor, compulsory labor, and child labor; freedom of association and collective bargaining rights; elimination of discrimination; compliance with occupational health and safety standards; fair wages enabling a reasonable standard of living (living wage); reasonable working hours and conditions; environmental protection and sustainable practices; anti-corruption (prohibition of bribery, extortion, and improper payments); compliance with all applicable laws and regulations.

16.4. The Supplier shall implement appropriate measures to prevent bribery and corruption and ensure its subcontractors comply with equivalent standards.

16.5. Upon request, the Supplier shall provide written confirmation of compliance with this Section 16.

16.6. The Supplier represents that neither it, its directors, officers, employees, nor any third party acting on its behalf has, in connection with this contract, offered, paid, promised or authorised any payment or benefit, directly or indirectly, to any government official, public employee, employee of an international donor organisation, or other person, that would violate any applicable anti-bribery legislation, including the German StGB §§ 299, 331-335 and the OECD Anti-Bribery Convention. The Supplier shall maintain adequate procedures to prevent bribery and shall provide such evidence upon OGE's reasonable request.

17. Information Security and Cybersecurity

17.1. The Supplier shall take appropriate organizational and technical measures to ensure the confidentiality, integrity, availability, and security of data and information systems, consistent with industry standards (e.g., ISO/IEC 27001).

17.2. If Goods contain software, firmware, or chipsets, the Supplier shall: (a) implement processes to prevent, identify, and remediate vulnerabilities and malicious code; (b) provide ongoing support, updates, patches, and security fixes for an agreed duration; (c) upon request, provide a software bill of materials (SBOM) identifying third-party components; (d) cooperate with OGE's security testing.

17.3. The Supplier shall promptly notify OGE of any security incidents or vulnerabilities affecting the Goods or OGE's data.

17.4. Upon request, the Supplier shall provide evidence of compliance with this Section 17.

18. Export Control and Sanctions Compliance

18.1. The Supplier shall comply with all applicable export control laws, trade sanctions, and embargo regulations, including in particular Regulation (EU) 2021/821 on dual-use items, Regulation (EU) 833/2014 (restrictive measures in view of Russia's actions in Ukraine) and Regulation (EU) 269/2014 (asset freezes), and the corresponding lists maintained by the EU, the United Nations and the United States Office of Foreign Assets Control (OFAC).

18.2. Upon request, the Supplier shall provide export control classification information and any required documentation, including the Export Control Classification Number (ECCN) under EU and US law, the country of origin of the Goods and their main components, the Combined Nomenclature (CN) code, and any required end-use or end-user declarations.

18.3. The Supplier represents that neither it nor its principals are listed on any applicable denied party or sanctioned entity list.

18.4. The Supplier shall not, and shall procure that its sub-suppliers shall not, directly or indirectly, sell, export, re-export, transfer, divert or otherwise dispose of any Goods supplied to OGE to any natural or legal person in the Russian Federation or for use in the Russian Federation, in line with Article 12g of Regulation (EU) 833/2014. The Supplier shall implement adequate monitoring mechanisms and shall promptly notify OGE of any breach. A breach of this clause shall constitute a material breach of contract entitling OGE to immediate termination and damages.

18.5. For Goods imported into the EU that fall within the scope of Regulation (EU) 2023/956 (Carbon Border Adjustment Mechanism, CBAM), the Supplier shall provide OGE, at no additional cost and within the deadlines required for OGE's CBAM reporting, with verified embedded greenhouse-gas emissions data per tonne of Goods, in the format prescribed by the European Commission. This obligation applies in particular to iron, steel, aluminium and electricity components.

19. Insurance

19.1. The Supplier shall maintain adequate insurance coverage, including: (a) General commercial liability insurance with coverage of at least EUR 5,000,000 per occurrence; (b) Product liability insurance with coverage of at least EUR 5,000,000 per occurrence and EUR 10,000,000 in the aggregate per year, including extended product liability for installation/removal costs and recall expenses.

19.2. Upon request, the Supplier shall provide certificates of insurance.

20. Applicable Law and Jurisdiction

20.1. These Purchase Terms and all legal relations between OGE and the Supplier shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless otherwise agreed in writing pursuant to Section 1.6.

20.2. For disputes with a value in dispute up to EUR 500,000, the exclusive place of jurisdiction shall be the competent court for Heiligenberg, Germany. OGE shall also be entitled to bring actions at the Supplier's general place of jurisdiction or any other court having jurisdiction under applicable law. For disputes with a value in dispute exceeding EUR 500,000, the parties agree to submit the dispute to the Commercial Court at the Oberlandesgericht Stuttgart, Germany, in accordance with § 119b GVG.

20.3. Optional arbitration for non-EU Suppliers. Where the Supplier has its registered seat outside the European Economic Area (e.g. in the People's Republic of China), the parties may agree in writing that all disputes arising out of or in connection with the contract shall be finally settled under the Arbitration Rules of the German Arbitration Institute (DIS), seat of arbitration Frankfurt am Main, Germany, by three arbitrators, language of proceedings English. In such case, Section 20.2 shall not apply.

20.4. The place of performance for all contractual obligations shall be OGE's designated delivery location.

21. Notices

21.1. All notices, requests, demands, and other communications under these Purchase Terms shall be in writing and shall be delivered by hand, sent by registered mail with return receipt requested, sent by internationally recognized courier service, or sent by email to the addresses specified in the contract or order, or to such other address as a party may designate in writing.

21.2. Notices shall be deemed received: (a) if delivered by hand: on the date of delivery; (b) if sent by registered mail: on the date shown on the return receipt, or if delivery is refused or unclaimed, on the date of the first attempted delivery; (c) if sent by courier service: on the date of delivery as evidenced by the courier's records; (d) if sent by email: on the second (2nd) business day after transmission, provided no delivery failure notification is received by the sender. A business day means any day other than a Saturday, Sunday, or public holiday at the recipient's location.

21.3. Each party shall promptly notify the other in writing of any change to its address or contact details for notices.

22. Final Provisions

22.1. Amendments and supplements to these Purchase Terms or individual contracts must be in writing. This also applies to any waiver of this written form requirement.

22.2. Should any provision be or become invalid, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision with a valid provision that most closely reflects the economic purpose of the invalid provision.

22.3. The Supplier may not assign or transfer rights or obligations under the contract without OGE's prior written consent.

22.4. These Purchase Terms are available in English. In case of translation, the English version shall prevail, except where the parties expressly agree in writing on a binding version for a specific contract; in that case, the language so agreed shall prevail for that contract only.

22.5. Sections 2.5, 8-13, 16-18, 19, 20, and 21 shall survive termination or expiration of the contract.