General Terms and Conditions of Purchase

(11/2025)

E-Cap Marine GmbH

I. General

These General Terms and Conditions of Purchase (“Purchase Terms and Conditions”) apply to all purchase, work, supply, and other contracts between E-Cap Marine GmbH (the “Purchaser”) and the Contractor, unless otherwise agreed in writing. Any terms and conditions that deviate from the order or these Purchase Terms and Conditions shall not become part of the contract and shall be deemed rejected, even if they remain unchallenged.

II. Conclusion of Contract

Orders are only binding if placed by the Purchaser in writing. Amendments to the contract, orders, and these Purchase Terms and Conditions must be in writing, and this requirement can only be waived in writing.

III. Prices

The prices stated in the order are binding and apply free of charge to the place of performance. They include everything the Contractor is required to provide to fulfill its contractual obligations, as well as all incidental costs, in particular for packaging, delivery, insurance, and customs duties.

IV. Scope of Delivery and Services

The Contractor shall transfer ownership of all technical documentation created within the scope of design and programming services, including that of its subcontractors, and of all other documentation required for the manufacture, maintenance, and operation of the deliveries and services to the Client. This documentation shall be written in German and English and in accordance with the International System of Units (SI).
The Contractor shall grant the Client all rights of use necessary for the Client or third parties to use the deliveries and services, taking into account any patents, supplementary protection certificates, trademarks, utility models, etc.
The deliveries and services to be provided by the Contractor shall be free from any rights of the Contractor or third parties and shall be transferred to the Client for unrestricted use. This includes the Client's right to carry out or have carried out repairs and modifications to the deliveries and services, as well as to manufacture or have manufactured replacement parts. The Contractor shall indemnify the Client against all claims by third parties due to any infringement of intellectual property rights.
The approval of submitted drawings and technical documents by the client or by a testing, acceptance or classification company does not constitute acceptance in the legal sense.
Goods manufactured according to the customer's specifications, drawings, samples, models, or other documents or requirements may only be delivered to the customer and may not be made accessible to third parties without the customer's written consent. All documents, in particular samples, models, and drawings, remain the property of the customer. The same applies to any existing intellectual property rights. The documents must be treated confidentially and may not be made accessible to third parties without the customer's written consent. The documents, along with any copies made, must be returned to the customer immediately after the customer's inquiry or order has been completed, without any special request. The contractor will inform the customer of any improvements to the goods that appear possible during contract execution. The customer has the exclusive right to apply for intellectual property rights for these improvements and to exploit them commercially.
In the case of processing orders, the processing is carried out at every stage of production on behalf of the customer as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). The contractor is not entitled to acquire ownership.
If there is to be a deviation from the agreed scope of services, the contractor is only entitled to additional claims or changes to the schedule if a corresponding written supplementary agreement has been made before the execution.

V. Quality

The Contractor shall establish and maintain a documented quality assurance system that is appropriate in nature and scope, conforms to the latest state of the art, and is suitable for the task. The Contractor shall create records, in particular of its quality inspections, and make these available to the Client upon request. The Contractor hereby consents to quality audits by the Client or a representative appointed by the Client to assess the effectiveness of its quality assurance system.

VI. Deadlines and Delays

The deadlines specified in the order are binding. Performance prior to the agreed deadlines entitles the client to reject the performance until the due date.
The contractor must notify the client immediately in writing of any reasons leading to a delay. Delays may result in significant damages for the client due to their own obligations to their customers.
In the event of a delay, the client is entitled, without setting a grace period, to have the outstanding delivery/service performed by a third party at the contractor's expense if there is imminent danger, urgency, or to prevent further damage.
In the event of a delay, the client is entitled to a contractual penalty from the contractor amounting to 0.2% of the contract price for each calendar day the contractor is in default, but not exceeding a total of 10% of the contract price. The right to a contractual penalty remains in effect until final payment, even if this was not expressly reserved upon acceptance of the respective delivery or service. Further rights and claims of the client remain reserved.

VII. Delivery and Storage

Unless otherwise stipulated in the contract, delivery shall be made to the shipping address specified in Section XIV of these Purchasing Terms and Conditions, subject to the following provisions:
Delivery of the goods to a receiving point other than the one designated by the customer shall not result in the transfer of risk to the customer, even if that receiving point accepts the delivery. The supplier shall bear any additional costs incurred by the customer as a result of delivery to a receiving point other than the agreed one.
Delivery notes shall be provided in duplicate upon delivery. The following information must be included: (1) Customer's order number, (2) Supplier number, (3) Material number as per the order, (4) Item number from the order, and any other additional information requested in the order. On the day of dispatch, a shipping notification in triplicate, containing the same information as that included in the delivery notes, shall be sent to the customer separately for each order.
Partial deliveries shall be marked as such. Ordered material test certificates and other test documents must be delivered together with the goods.
If the return of packaging material is contractually agreed upon, a corresponding and clear indication must be included in all delivery documents. If no such indication is given, the client shall dispose of the packaging at the contractor's expense; in this case, the contractor's right to the return of the packaging shall lapse.
The storage of the contractor's items required for the performance of services on the client's premises may only take place in the designated storage areas. The contractor bears full responsibility and risk for these items.

VIII. Subcontracting and Assignment

The Contractor is not entitled to subcontract the performance of this contract, in whole or in part, to third parties without the prior written consent of the Client. If the Client grants consent, the Contractor remains jointly and severally liable for the performance of the contract. The Contractor's subcontractors must be named upon the Client's request.
The Contractor is not entitled to assign any claims arising from this contract without the prior written consent of the Client.

IX. Termination

The Client is entitled to terminate this contract, in whole or in part, without stating reasons. The Client shall appropriately compensate the Contractor for all deliveries and services rendered up to that point at the agreed contract price, as well as for materials procured and work performed. The Client may purchase materials and/or semi-finished products, including any special operating equipment, under reasonable conditions.
Any further claims by the Contractor beyond those stated above are excluded.

X. Invoicing, Payment, and Offsetting

The invoice and all correspondence must contain the same information as the delivery note. The invoice must also include the following information: (1) the date of delivery or performance of services, (2) the price for the delivery or services, and (3) the amount of tax due on the price, if applicable.
Payments are made only after complete delivery or performance of services and receipt of a proper invoice. The payment due date is the last business day of each week. Unless otherwise agreed in the contract, the price is due after delivery or performance in accordance with the contract and receipt of the proper invoice as follows: less a 3% discount for payment within 30 days or net within 60 days.
The client is not in default of payment without receiving a payment reminder.
The client is entitled to offset any claim the contractor may have against the client with any claims the client may have against the contractor.
The contractor may only offset undisputed or legally established claims.

XI. Liability for Defects and Product Liability

The Contractor warrants without limitation that its deliveries and services conform to the agreed specifications and fulfill their intended purpose as contractually stipulated.
Notwithstanding the provisions of Section 377 of the German Commercial Code (HGB), the Client must inspect incoming deliveries for obvious defects within seven working days and notify the Contractor of any such defects. For hidden defects, notification must be given within seven working days of discovery. Timely dispatch of the notification is sufficient.
The statutory limitation period for claims based on defects applies. The limitation period for claims based on defects begins upon acceptance, or, in the case of delivered items that are part of a complete system, at the earliest upon delivery of the complete system to the Client's customer. In the case of plant and machinery or parts thereof, the limitation period begins at the earliest upon commissioning of the plant. Otherwise, the limitation period begins upon complete and defect-free performance of the deliveries and services.
For repaired and replaced parts, the limitation period for claims based on defects begins anew after the defect has been completely remedied. If the remaining regular limitation period for a defect reported by the client is less than six months, the client's claims shall expire six months after notification of the defect.
The client is entitled to carry out all necessary measures to remedy defects at the contractor's expense without prior request for subsequent performance if this is necessary for urgent reasons (e.g., meeting deadlines or preventing damage).
The client's statutory rights remain unaffected.
To the extent that the contractor is responsible for product damage, it is obligated to indemnify the client against third-party claims for damages upon first demand, provided the cause lies within its sphere of control and organization and it is liable to third parties.

XII. Confidentiality and Data Protection

The contractor shall maintain strict confidentiality regarding all operational processes, facilities, equipment, documents, etc., of the client and its customers that become known to it in connection with its work for the client, even after submission of the respective offer or completion of the contract. He will impose corresponding obligations on his agents and subcontractors.
Pursuant to Section 33 of the German Federal Data Protection Act (BDSG), the client hereby informs the contractor that he will store the contractor's data in accordance with the Federal Data Protection Act.

XIII. Place of Performance, Jurisdiction, Applicable Law

The place of performance for the contractor's deliveries and services is the receiving point designated by the client. Unless mandatory statutory jurisdictions apply, the exclusive place of jurisdiction is the client's general place of jurisdiction or, at the client's option, the contractor's general place of jurisdiction.
All legal relations between the client and the contractor are governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, as amended from time to time.

XIV. Delivery Address

Head office - Postgut:/LKW: Porschestraße 28, 21423 Winsen (Luhe)

Opening hours: Mo. - Fr. 07:00 – 14:30 CEST