General Terms and Conditions of Sale & Purchase

These General Terms and Conditions of Sale (hereinafter "Sales T&C") govern all offers, order acknowledgements, sales contracts and deliveries of products and related services made by Allengra GmbH, Weißdornweg 13, 74747 Ravenstein, Germany, and Allengra SRL, Str. Nojoridului 90, 410542 Oradea, Romania (each individually and collectively referred to as "Allengra"). The contracting entity in any individual transaction is the Allengra company that issues the quote, order acknowledgement or invoice for that transaction. 

1. Scope and Incorporation 

1.1 These Sales T&C apply exclusively to all business relationships between Allengra and its customers (each a "Customer"). Allengra sells exclusively to entrepreneurs within the meaning of § 14 BGB, legal persons under public law and special funds under public law. Allengra does not contract with consumers.

1.2 These Sales T&C apply to the entire current and future business relationship with the Customer, even if not expressly referenced again in subsequent contracts. 

1.3 Any general terms and conditions of the Customer that conflict with, deviate from or supplement these Sales T&C are hereby expressly rejected and shall not become part of the contract, even if Allengra performs the contract without objection or refers to documents containing or referring to such terms. Deviating terms of the Customer shall apply only if Allengra has expressly confirmed them in writing. 

1.4 Individual agreements made with the Customer in a particular case (including side agreements, supplements and amendments) shall in all cases take precedence over these Sales T&C. Such individual agreements require written form for evidentiary purposes. 

1.5 All legally relevant declarations and notifications by either party in connection with the contract (including without limitation reservations, deadlines, declarations of withdrawal or termination, and notices in respect of price, scope, defects or delivery) must be made in writing, which for the purposes of these Sales T&C includes email and other text form, in order to be effective. 

2. Quotes and Conclusion of Contract 

2.1 Quotes issued by Allengra are binding for thirty (30) days from the date of issue, unless the quote itself states otherwise. After expiry of this period, Allengra is no longer bound by the quote. 

2.2 A contract is concluded either (a) when Allengra issues a written order acknowledgement, or (b) when the Customer places a written order that exactly matches an existing valid quote of Allengra without amendment to scope, technical specification, price, delivery time, payment terms or any other commercial condition. Any deviation by the Customer from the quote shall be deemed a new affer requiring Allengra's written acceptance. 

2.3 Information, illustrations, drawings, weights, dimensions, performance data and other technical descriptions provided in catalogues, brochures, datasheets or on the Allengra website are descriptions of the product's normal characteristics. They do not constitute guaranteed properties within the meaning of German law unless they are expressly designated as "guaranteed" in writing by Allengra. 

2.4 For custom-engineered, OEM or development projects, Allengra is entitled to charge non-recurring engineering (NRE) costs and tooling costs separately from any series production order. Such NRE and tooling charges are non-refundable. All tools, jigs, fixtures, drawings, prototypes and software developed by Allengra remain the property of Allengra unless their transfer of ownership has been expressly agreed in writing. 

3. Prices, Payment and Late Payment 

3.1 Prices are quoted in Euro (EUR), net of value added tax and any other applicable taxes, duties or fees, and exclusive of packaging, freight, insurance, customs and other ancillary costs unless expressly stated otherwise. Other currencies require Allengra's prior written agreement 

3.2 Unless otherwise agreed in writing, payment is due within thirty (30) days net from the date of invoice, without deduction. Payment shall be made by bank transfer to the account stated on the invoice. 

3.3 For Customers domiciled outside the European Union, Allengra is entitled to require advance payment in full or partial form, unless otherwise agreed in writing. For Customers without a sufficient credit history with Allengra, Allengra may also require advance payment, irrespective of domicile. 

3.4 If, between the conclusion of the contract and the agreed delivery date (where the period exceeds three (3) months), Allengra's direct costs for raw materials, electronic components, energy or transport increase as a result of objectively verifiable extraordinary market events (including but not limited to commodity-price spikes, supply-chain disruption or significant currency movements), Allengra is entitled to adjust the agreed price by a corresponding amount. Allengra shall provide reasonable evidence of the cost increase upon request. The price adjustment shall not exceed the actual increase in Allengra's direct costs; price decreases shall be passed on to the Customer in the same manner. 

3.5 In the event of late payment, the Customer shall, without the need for any reminder, pay default interest at the statutory rate applicable to commercial transactions (currently nine (9) percentage points above the base rate of the European Central Bank) and the statutory lump-sum recovery fee of EUR 40 in accordance with § 288 (5) BGB, in addition to reasonable collection costs. 

3.6 If the Customer is in default with the payment of any due amount, Allengra is entitled, without prejudice to its other rights, to suspend further deliveries (including under unrelated orders) and to demand advance payment or security for all open orders. 

3.7 The Customer may set off claims against Allengra only with claims that are undisputed or have been finally adjudicated by a court of law. The same restriction applies to the assertion of any right of retention by the Customer. 

4. Delivery, Incoterms and Transfer of Risk 

4.1 Unless otherwise agreed in writing, all deliveries are made EXW Allengra IncotermsⓇ 2020. Where Allengra exceptionally delivers the goods using its own personnel and means of transport, risk of accidental loss or deterioration shall pass to the Customer upon physical handover of the goods to the Customer at the agreed place of destination. 

4.2 Stated delivery times are non-binding and indicative unless they have been expressly designated in writing by Allengra as "fixed" in the order acknowledgement or quote. 

4.3 Allengra is entitled to make partial deliveries and to invoice them separately, provided that the partial delivery is reasonably useable by the Customer and the Customer does not incur material additional expense as a result 

4.4 If dispatch or acceptance of the goods is delayed for reasons attributable to the Customer, the risk of accidental loss or deterioration shall pass to the Customer on the date on which Allengra has notified the Customer that the goods are ready for dispatch or collection. 

4.5 Once an order has been confirmed by Allengra in accordance with clause 2.2, the Customer shall not be entitled to cancel, defer, hold, reduce or otherwise modify the order, in whole or in part, except with Allengra's prior written consent. Where Allengra agrees in its discretion to accept a cancellation, deferral or modification, Allengra is entitled to invoice the Customer for (i) the full price of any goods already produced, (ii) all non-recurring engineering, tooling, customization and qualification costs incurred for the order, (iii) any non-cancellable supplier commitments entered into for the order (Including raw materials and components ordered to fulfil supplier minimum order quantities or batch requirements), and (iv) a reasonable cancellation or change fee to cover Allengra's administrative and re-planning costs. The provisions of clause 2.4 (non-refundability of NRE and tooling) and clause 4.7 (excess components) remain unaffected. 

4.6 The Customer is not entitled to return goods that are free of defects. Returns of defect-free goods may be accepted by Allengra in its sole discretion on a case-by-case basis and only against a written Return Material Authorisation (RMA) issued by Allengra in advance. Returns received without an RMA will be refused and returned to the Customer at the Customer's cost and risk. Where Allengra accepts a return of defect-free goods, the Customer shall bear all return shipping costs and Allengra is entitled to charge a restocking fee of up to twenty per cent (20%) of the invoice value of the retumed goods. Goods that have been customised, marked, configured or otherwise produced specifically for the Customer are non-returnable. This clause does not affect the Customer's statutory rights in the case of defective goods, which are governed by clauses 6 and 7. 

4.7 Where the goods supplied to the Customer require components, raw materials or sub-assemblies that Allengra purchases specifically for the Customer's order or recurring orders, and where the supplier of those components imposes a minimum order quantity (MOQ), production batch size or non-canceliable order commitment that exceeds the Customer's then-current order quantity, Allengra is entitled to procure such components in the quantity necessary to meet the supplier's MOQ or batch requirement. Allengra shall use reasonable efforts to consume any resulting excess inventory in subsequent orders from the Customer. On termination, phase-out, end-of-life or other discontinuation of the relevant Customer order, project or product (whether initiated by the Customer, by the Customer's own customer, or arising from the Customer ceasing to place follow-on orders for a continuous period of six (6) months or more), the Customer shall, upon Allengra's written notice, purchase from Allengra at Allengra's documented cost (plus a reasonable handling charge) any remaining excess inventory of such customer-specific components, raw materials, sub-assemblies and finished goods that Allengra holds for the Customer. Allengra shall provide reasonable evidence of the quantities and costs concerned. Title to such purchased excess inventory shall pass to the Customer upon payment, and Allengra shall, at the Customer's cost and choice, either deliver the inventory to the Customer or scrap it on the Customer's behalf. 

5. Retention of Title 

5.1 Allengra retains title to all delivered goods (the "Reserved Goods") until full payment of all claims arising from the current business relationship between Allengra and the Customer has been received, including any conditional or future claims and claims arising from any current account. 

5.2 The Customer is entitled to process, combine or resell the Reserved Goods in the ordinary course of its business. In the event of processing or combination with other items, Allengra shall acquire co-ownership of the new item in the proportion that the invoice value of the Reserved Goods bears to the invoice value of the other processed or combined items at the time of processing or combination. The Customer shall hold such co-ownership in custody for Allengra free of charge. 

5.3 The Customer hereby assigns to Allengra, by way of security, all claims arising from the resale of the Reserved Goods (or any item in which the Reserved Goods are incorporated) up to the total invoice value of Allengra's claims against the Customer. Allengra accepts this assignment. The Customer remains entitled to collect the assigned claims for Allengra's account so long as it duly meets its payment obligations to Allengra. 

5.4 The Customer shall insure the Reserved Goods at its own cost against fire, theft, water and other usual risks for their replacement value, and shall, upon request, provide Allengra with proof of such insurance. The Customer hereby assigns to Allengra all claims under su such insurance policies relating to the Reserved. ed Goods. Allengra accepts this assignment. 

5.5 The Customer shall notify Allengra without delay of any third-party access to the Reserved Goods (including seizure or attachment) and shall do everything reasonably necessary to enable Allengra to enforce its rights of ownership.

6. Inspection and Notice of Defects 

6.1 The Customer shall inspect the goods immediately upon receipt for any obvious defects, in particular for transport damage, shortages, identity and quantity. Obvious defects must be notified to Allengra in writing within seven (7) working days of delivery.

6.2 Hidden defects must be notified to Allengra in writing within seven (7) working days of their discovery. 

6.3 If the Customer fails to notify Allengra of a defect within the periods set out in clauses 6.1 and 6.2, the goods shall be deemed to have been accepted with regard to that defect, and the Customer's warranty rights with respect to that defect shall be excluded. The provisions of § 377 HGB are otherwise unaffected. 

7. Warranty for Defects 

7.1 Allengra warrants that the goods conform to the specifications agreed in writing at the time of risk transfer, subject to the customary tolerances of the industry. 

7.2 The warranty period for material defects is twenty-four (24) months from the date of delivery. The statutory limitation periods for claims arising from intent, gross negligence, fraudulent concealment of a defect, injury to life, body or health, claims under the Product Liability Act and breach of an expressly assumed guarantee remain unaffected and apply in addition. 

7.3 In the event of a justified notice of defect, Allengra shall, at its sole option, remedy the defect either by repair or by replacement. Only if such subsequent performance fails twice, is unreasonable for the Customer, or is refused by Allengra, may the Customer reduce the purchase price or, in the case of a non-trivial defect, withdraw from the contract. 

7.4 Warranty claims are excluded for defects caused by: 

• operation of the goods outside the parameters specified in Allengra's technical specification (including without limitation flow range, pressure, temperature, voltage, electromagnetic environment);

• use of the goods with media incompatible with the materials of the wetted parts as specified by Allengra;

• improper installation, commissioning, operation or maintenance not in accordance with Allengra's installation and operating instructions, modifications, repairs or interventions carried out by the Customer or third parties without Allengra's prior written consent:

• normal wear and tear, fouling, corrosion or contamination caused by the operating environment

• any external influence not attributable to Allengra (including impact, accident, natural disaster).

7.5 Allengra's warranty is limited to the goods supplied. Allengra gives no warranty for the suitability of the goods for any specific application or installation environment of the Customer unless such suitability has been expressly confirmed in writing by Allengra. 

7.6 Allengra warrants that, at the time of delivery, the goods are free from third-party rights that would prevent the Customer from using the goods for their intended purpose in the European Economic Area. If a third party asserts a claim against the Customer alleging that the goods, in the form delivered by Allengra and used for their Intended purpose, infringe that party's intellectual property rights, Allengra shall, at its option and expense, (1) procure for the Customer the right to continue using the affected goods, (ii) modify or replace the affected goods so that they are non-infringing while continuing to comply with the agreed specifications, or (iii) take back the affected goods against refund of the purchase price paid (less a reasonable amount for use to date). The foregoing remedies are the Customer's sole and exclusive remedies for infringement of third-party rights and are subject to the limitations of liability in clause 8. This warranty does not apply to (a) infringements arising from the combination, integration or use of the goods with products, components, software or processes not supplied by Allengra, (b) modifications of the goods made by the Customer or third parties, (c) goods manufactured to specifications, drawings or designs supplied by the Customer (in which case the Customer shall indemnify Allengra against any third-party infringement claim relating to such specifications), or (d) use of the goods outside the European Economic Area where Allengra has not expressly confirmed availability of the goods for that territory. 

8. Liability 

8.1 Allengra shall be liable without limitation for damages arising from intent or gross negligence, from injury to life, body or health, from fraudulent concealment of a defect, from the breach of an expressly assumed guarantee, and under the German Product Liability Act. 

8.2 For damages arising from a slightly negligent breach of an essential contractual obligation (meaning an obligation the fulfilment of which is essential to the proper performance of the contract and on whose fulfilment the Customer regularly relies and may rely), Allengra's liability shall be limited to the foreseeable, contract-typical damage. This limitation shall not exceed the order value of the affected delivery. 

8.3 Any liability of Allengra for slightly negligent breach of non-essential contractual obligations is excluded. 

8.4 To the maximum extent permitted by law, Allengra shall not be liable for indirect or consequential damages, hages, in particular loss of profit, loss of production, loss of use, loss of data, loss of contracts, recall costs, damage to reputation or claims by third parties (other than under the Product Liability Act). 

8.5 Allengra maintains product liability insurance with a minimum cover of EUR 5,000,000 per occurrence. Certificates of insurance can be provided upon reasonable request. 

8.6 The above limitations of liability apply equally to the personal liability of Allengra's legal representatives, employees, agents and vicarious agents. 

8.7 The Customer acknowledges that Allengra's goods are typically purchased as components for integration into the Customer's own products, machines, systems or processes (the "Customer's Application"). The Customer further acknowledges that the selection of the goods, the verification of their suitability for the Customer's Application, the design of the Customer's Application, and the testing, validation, installation, commissioning, operation and maintenance of the Customer's Application are the sole responsibility of the Customer. Allengra has no duty to assess whether the Customer's selection of the goods is appropriate for the Customer's Application, nor whether the integration of the goods into the Customer's Application is safe, fit for purpose or compliant with the regulatory regime applicable to the Customer's Application, unless Allengra has expressly assumed such a duty in writing. Subject to clause 8.1 (which remains unaffected), the Customer shall indemnify, defend and hold Allengra harmless from and against any third-party claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) the design, manufacture, marketing, sale, use or recall of the Customer's Application, (ii) the integration of the goods into the Customer's Application, or (iii) any representation made by the Customer to its own customers or end-users regarding the goods or the Customer's Application that goes beyond the specifications expressly confirmed by Allengra in writing. This indemnity does not apply to the extent the relevant claim is caused by a defect in the goods for which Allengra is liable under clauses 7 and 8. 

9. Intellectual Property and Confidentiality 

9.1 All intellectual property rights in the goods supplied, in Allengra's technology, designs, drawings, firmware, calibration data and software, and in any results of work commissioned by the Customer (including custom OEM developments) remain the exclusive property of Allengra. The Customer receives a non-exclusive, non-transferable licence to use the delivered goods for their intended purpose. 

9.2 Allengra retains the right to use general know-how, methods, calibration techniques, platform improvements and engineering experience acquired or developed in the course of any project for the Customer for its own purposes and for other customers, provided that the Customer's confidential information is not disclosed. 

9.3 Each party shall keep confidential all non-public information disclosed by the other party in connection with the contract, including technical, commercial, financial or organizational information, and shall use it solely for the purposes of the contract. This obligation continues for one (1) year after termination of the contract, unless and to the extent the parties have entered into a separate non-disclosure agreement, which shall in that case prevail. 

10. Compliance, Conformity and Export Control 

10.1 Unless otherwise expressly agreed in writing, Allengra warrants conformity of the goods with CE, RoHS and REACH requirements as applicable to the relevant product. No other conformities, approvals or certifications (including for drinking water, food contact, ATEX, hygienic applications or hazardous areas) are warranted unless expressly confirmed in writing in the quote or order acknowledgement. 

10.2 The Customer shall comply with all applicable export control and sanctions laws and regulations, including without limitation EU Regulation 2021/821 on dual-use items, EU sanctions regulations and, where applicable, US re-export control rules. The Customer shall not, directly or indirectly, sell, transfer, export or re-export the goods to any country, entity or person where such transaction would be prohibited under such laws. 

10.3 The Customer shall indemnify and hold Allengra harmless from any claims, fines, losses or damages arising from any breach by the Customer of clause 10.2. 

10.4 Allengra is entitled to refuse, suspend or cancel any order, in whole or in part, without liability of any kind, if such order would or could result in a breach of any export control, sanctions, anti-money-laundering or know-your-customer requirement applicable to Allengra. 

11. Termination 

11.1 Either party may terminate the contract for material breach by the other party with thirty (30) days' written notice if the breaching party fails to cure the breach within such period. Either party may terminate the contract with immediate effect in the event of the other party's insolvency, application for insolvency proceedings or comparable financial distress. 

12. Force Majeure 

12.1 Neither party shall be liable for any failure or delay in performing its obligations under the contract to the extent such failure or delay is caused by an event of force majeure. Force majeure events include, without limitation: war, hostilities, civil unrest, acts of terrorism, sabotage, cyberattack, natural disasters, fire, flood, severe weather, pandemic, epidemic, government quarantine measures; sanctions and trade restrictions, energy and raw material shortages, semiconductor shortages, transport disruption; strikes, lock-outs and other labour disputes (other than those affecting only the party invoking force majeure); failure of suppliers or sub-suppliers for any of the above reasons. 

12.2 The party affected by the force majeure event shall notify the other party without undue delay and shall use reasonable efforts to mitigate its effects. Agreed delivery dates shall be extended by the duration of the force majeure event plus a reasonable restart period. 

12.3 If the force majeure event continues for more than three (3) months, either party may terminate the affected portion of the contract by written notice, without liability of any kind to the other party. 

13. Governing Law and Jurisdiction 

13.1 These Sales T&C and any contract concluded under them shall be governed exclusively by the substantive laws of the Federal Republic of Germany, to the exclusion of (i) the conflict-of-law rules and (ii) the United Nations Convention on Contracts for the Intemational Sale of Goods (CISG) of 11 April 1980. 

13.2 For Customers domiciled within the European Union, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the courts having jurisdiction at the registered seat of Allengra GmbH. Allengra is, however, also entitled to bring proceedings against the Customer at the Customer's place of business. 

13.3 For Customers domiciled outside the European Union, all disputes arising out of or in connection with the contractual relationship shall be finally settled under the Arbitration Rules of the German Arbitration Institute (DIS) by one or three arbitrators appointed in accordance with said rules. The seat of arbitration shall be Frankfurt am Main, Germany. The language of the arbitration shall be English. 

13.4 Should any provision of these Sales T&C be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The Invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the original provision. 

13.5 Neither party may assign or transfer the contract or any of its rights or obligations under it, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld. By way of exception, Allengra is entitled, without the Customer's consent, to assign or transfer the contract or any of its rights or obligations under it (i) to any affiliate of Allengra within the meaning of §§ 15 et seq. AktG, or (ii) in connection with a merger, reorganisation or sale of all or substantially all of the business or assets to which the contract relates. Aliengra's claims for payment may be assigned freely.

These General Terms and Conditions of Purchase (hereinafter "Purchase T&C") govern all purchases of goods and services by Allengra GmbH, Weißdornweg 13, 74747 Ravenstein, Germany, and Allengra SRL, Str. Nojoridului 90, 410542 Oradea, Romania (each individually and collectively referred to as "Allengra"). The contracting entity in any individual transaction is the Allengra company that issues the purchase order for that transaction.

1. Scope and Incorporation

1.1 These Purchase T&C apply to all purchases of goods and services by Allengra from any supplier (each a "Supplier") and form an integral part of every purchase order issued by Allengra. They apply equally to direct material, components, finished goods and services, unless a separate framework agreement expressly provides otherwise.

1.2 Any general terms and conditions of the Supplier are hereby expressly rejected. They shall not become part of the contract even if Allengra has not expressly objected to them, has accepted delivery without reservation, has paid the Supplier's invoice, or refers to documents containing or referring to such terms. Deviating terms of the Supplier shall apply only if Allengra has expressly accepted them in writing.

1.3 These Purchase T&C apply to the entire current and future business relationship with the Supplier. The version in force at the time the order is placed shall apply.

1.4 The Supplier shall perform all obligations under the contract itself. The involvement of subcontractors or other third parties in the performance of any contract with Allengra requires Allengra's prior written consent. Allengra's consent shall not relieve the Supplier from any of its contractual obligations, and the Supplier shall remain fully responsible for the acts and omissions of any subcontractor as if they were its own.

1.5 All legally relevant declarations and notifications by the Supplier in connection with the contract (including without limitation reservations, deadlines, declarations of withdrawal or termination, and notices in respect of price or scope) must be made in writing, which for the purposes of these Purchase T&C includes email and other text form, in order to be effective.

2. Orders, Order Confirmation and Changes

2.1 Purchase orders are valid only if issued by Allengra in writing (including by email). Unless an order expressly states a binding period, the order shall be freely revocable by Allengra until receipt of the Supplier's order confirmation or, in the absence of an order confirmation, until delivery. The Supplier shall confirm the order in writing within three (3) working days of receipt, expressly stating delivery date, price and quantity. An order confirmation received after this period shall be deemed a new offer by the Supplier and shall require Allengra's express written acceptance to become binding. If no confirmation is received within this period, Allengra shall be entitled to withdraw the order without liability of any kind.

2.2 Any deviation in the Supplier's order confirmation from the terms of Allengra's order shall be valid only if expressly accepted by Allengra in writing. Until such acceptance, no contract shall be deemed concluded with respect to the deviating terms.

2.3 Allengra reserves the right to request, at any reasonable time before delivery, changes to the quantities, technical specifications or delivery dates of an order. The Supplier shall respond to such change request in writing within five (5) working days, stating any reasonable cost or schedule impact. Cost and schedule impact shall be agreed in good faith and shall not unilaterally entitle the Supplier to refuse the change.

3. Prices and Payment

3.1 Prices stated in the order are fixed for the entire duration of the order or framework agreement. Any price change requires the prior written agreement of Allengra.

3.2 Unless expressly agreed otherwise in writing, payment shall be made within thirty (30) days net from receipt of a correct and verifiable invoice and complete delivery of the conforming goods or services, without deduction. Payment by Allengra shall not constitute acknowledgement of the conformity or proper performance of the goods or services and shall not affect any of Allengra's rights in respect of defects, warranty, damages or any other remedy.

3.3 Allengra is entitled to withhold payment for goods or services that are not yet conforming or for which the Supplier has not provided the documentation required under clause 4.4, without thereby incurring default.

3.4 Allengra shall be entitled to all rights of set-off and retention provided by law, including in respect of counterclaims of other companies of the Allengra group. The Supplier shall have a right of set-off or retention only in respect of counterclaims that are undisputed by Allengra or that have been finally established by a court of competent jurisdiction.

4. Delivery, Incoterms, Packaging and Documentation

4.1 Unless otherwise agreed in writing, deliveries shall be made on a DAP or EXW basis, Incoterms 2020, as specified in the individual order. Where no Incoterm is specified, DAP shall apply to the place of delivery designated by Allengra in the order.

4.2 Delivery dates stated in the order are binding. The Supplier shall be in default upon expiry of the agreed delivery date without the need for any reminder by Allengra. The Supplier shall notify Allengra in writing without undue delay if any circumstances occur or become apparent to it which indicate that an agreed delivery date cannot be met, stating the reason and the expected duration of the delay; such notification shall not affect the occurrence or the legal consequences of the Supplier's default.

4.3 In the event of late delivery, the Supplier shall pay liquidated damages of zero point five per cent (0.5%) of the value of the late portion of the order for each commenced calendar week of delay, up to a maximum of five per cent (5%) of the total value of the affected order. The right of Allengra to claim further damages and to assert any other statutory rights remains expressly reserved; liquidated damages already paid shall be set off against any further damages awarded.

4.4 Each delivery shall be accompanied by a delivery note quoting the Allengra purchase order number, the article number and the quantity. Where applicable to the nature of the goods, the Supplier shall further provide a certificate of conformity, material certificates, RoHS/REACH declarations and any other documentation reasonably required by Allengra or by Allengra's downstream customers. Allengra is entitled to refuse delivery and withhold payment until any missing documentation is provided.

4.5 The Supplier shall package the goods appropriately for safe transport and storage at its own cost. Title and risk of accidental loss or deterioration shall pass to Allengra in accordance with the agreed Incoterm and, in any event, no earlier than handover of the conforming goods at the agreed place of delivery.

4.6 Allengra's acceptance of a delayed delivery or service shall not constitute a waiver of any claim for damages, liquidated damages or any other right or remedy arising from the delay. Early deliveries shall require Allengra's prior written consent and shall not affect the agreed payment date.

4.7 The Supplier shall be responsible for the correct declaration of the classes of goods in all transport, customs and freight documents in such a way as to obtain the most favorable applicable tariff and duty rates. The Supplier shall be liable for all additional duties, taxes, fees, demurrage and other costs arising from any incorrect, incomplete or non-compliant declaration, unless the Supplier proves that it is not at fault.

4.8 If Allengra is unable to accept a delivery as a result of circumstances outside its normal operating risk (including without limitation force majeure events affecting Allengra, operational disruptions or governmental measures) for which Allengra is not responsible, the transfer of risk shall not occur until the impediment has ceased and the goods are again available at the agreed place of delivery. Allengra shall inform the Supplier without undue delay of any such impediment.

5. Quality, Inspection and Warranty

5.1 The Supplier warrants that the goods and services delivered (i) conform exactly to the agreed specifications, drawings and samples, (ii) are free from defects in design, material and workmanship, (iii) comply with all applicable laws, regulations and standards (including CE, RoHS, REACH and any product-specific directives), and (iv) are fit for the purpose for which Allengra intends to use them, where such purpose has been made known to the Supplier or is apparent from the order.

5.2 By way of derogation from § 377 HGB, Allengra's duty to inspect incoming goods is limited to a check of identity, quantity and externally visible transport damage (visual inspection), to be carried out within a reasonable period after receipt. Allengra shall give notice of any defects identified in such visual inspection within a reasonable period thereafter. Any further defects (in particular hidden defects and defects of design, material, workmanship, conformity, documentation or fitness for purpose) may be notified by Allengra to the Supplier within ten (10) working days of their discovery, whether such discovery occurs during incoming inspection, during processing of the goods, during installation in Allengra's products, or during use of the resulting end product by Allengra's customers.

5.3 The warranty period for defects shall be thirty-six (36) months from delivery, or twenty-four (24) months from the putting into service of the end product into which the supplied goods are incorporated, whichever expires later.

5.4 In the event of a defect, Allengra may, at its sole option, require the Supplier to repair the defect or replace the defective goods (subsequent performance). The Supplier shall bear all expenses necessary for the purpose of subsequent performance, including without limitation transport, dismantling, reinstallation, materials and labour. If the Supplier fails to remedy the defect within a reasonable cure period set by Allengra in writing, Allengra shall be entitled to remedy the defect itself or to have it remedied by a third party at the Supplier's cost, and to demand reimbursement of the expenses required and/or a corresponding advance payment from the Supplier. The setting of a cure period shall not be required where subsequent performance by the Supplier has failed, is unreasonable for Allengra, or where there is particular urgency, a risk to operational safety or the imminent occurrence of disproportionate damage.

5.5 Allengra and its representatives shall be entitled, upon reasonable advance notice, to audit the Supplier's production facilities, quality systems, processes and records relevant to the supplied goods. The Supplier shall reasonably cooperate with such audits and shall procure equivalent audit rights from its sub-tier suppliers where Allengra reasonably requires.

5.6 The warranties and obligations of the Supplier under this clause 5 shall also extend to and cover the acts and omissions of the Supplier's own sub-suppliers, employees, agents and other vicarious agents as if they were acts of the Supplier itself.

5.7 Any change to the agreed specifications, materials, manufacturing processes, sub-suppliers or place of manufacture of the supplied goods shall require Allengra's prior written approval. The release, approval or acceptance by Allengra of samples, first articles, drawings or specimens shall not constitute a waiver of any warranty claim or other right of Allengra in respect of defects.

5.8 In addition to its claims for defects, Allengra shall be entitled without limitation to its statutory rights of recourse within a supply chain (in particular under §§ 445a, 445b and 478 BGB and any equivalent provisions of other applicable laws). Such recourse rights shall apply in full even where the defective goods have been further processed or incorporated by Allengra or by one of its customers into another product before being sold to a consumer.

6. Product Liability, Recall and Indemnity

6.1 The Supplier shall indemnify and hold Allengra harmless from and against any and all claims, losses, damages, fines, costs and expenses (including reasonable legal fees) asserted against Allengra by any third party (including Allengra's direct and indirect customers and end users) arising from or in connection with a defect in the goods supplied by the Supplier, to the extent such defect is attributable to the Supplier's sphere of responsibility.

6.2 If a recall, retrofit, field campaign, 8D analysis or comparable corrective action is required as a result of a defect attributable to the goods supplied by the Supplier, the Supplier shall participate fully in such corrective action and shall bear the verifiable, reasonable costs in proportion to its share of root-cause responsibility. The Supplier shall comply with the 8D methodology or any equivalent quality methodology required by Allengra or by Allengra's customers.

6.3 The Supplier shall maintain, at its own cost and throughout the duration of the contractual relationship and for a period of at least three (3) years thereafter, product liability insurance with a minimum cover of EUR 5,000,000 per occurrence, including extended product liability cover and reasonable recall expense cover. The Supplier shall provide evidence of such insurance upon Allengra's request. Maintenance of insurance does not in any way limit the Supplier's liability under this contract.

7. Tools, Drawings and Intellectual Property

7.1 All tools, jigs, fixtures, drawings, samples, models, software, technical documentation and similar items provided to the Supplier by Allengra, or paid for by Allengra, shall remain (or become) the exclusive property of Allengra. The Supplier shall mark them as Allengra's property, hold them in custody free of charge, and shall use them exclusively for the manufacture of goods ordered by Allengra. The Supplier shall insure such tools and items at its own cost and at full replacement value against fire, water, theft and other usual risks, and hereby assigns to Allengra all claims for compensation arising from such insurance; Allengra hereby accepts the assignment. The Supplier shall, at its own cost and in good time, carry out all necessary maintenance, inspection, servicing and repair work on the items. The Supplier shall return them to Allengra upon first demand and in any event upon termination of the contractual relationship.

7.2 All intellectual property rights in any results of work specifically developed for Allengra by the Supplier (foreground IP), including without limitation designs, drawings, software, firmware, calibration data and inventions, shall be assigned to Allengra in full and exclusively, worldwide and for the entire duration of such rights, upon their creation. The agreed price includes consideration for such assignment. The Supplier shall execute any further documents reasonably required to perfect the assignment.

7.3 Background intellectual property of the Supplier (i.e. intellectual property existing prior to or independently of the contract) remains with the Supplier. The Supplier hereby grants Allengra an irrevocable, perpetual, worldwide, royalty-free, sub-licensable licence to use such background intellectual property to the extent necessary for the use, operation, maintenance, repair and further commercialisation of the goods supplied.

7.4 Where Allengra provides materials, components or parts to the Supplier for the performance of an order, Allengra shall retain title to such materials. The Supplier shall store, designate and manage the provided materials separately, free of charge and with due care, and shall use them exclusively for the fulfilment of Allengra's orders. The Supplier shall bear the risk of loss of and damage to the provided materials. Any processing, mixing or transformation of the provided materials by the Supplier shall be carried out for and on behalf of Allengra; Allengra and the Supplier agree that Allengra shall acquire ownership or, where the provided materials are mixed or combined with other items, co-ownership in proportion to the value of the provided materials in the new or transformed item, which the Supplier shall store carefully and free of charge for Allengra.

7.5 Any form of retention of title, extended or expanded retention of title or similar security right by the Supplier in respect of the goods supplied is hereby excluded. Allengra shall in particular remain entitled to resell, process, incorporate or otherwise dispose of the supplied goods in the ordinary course of business even before payment of the purchase price, subject to the advance assignment to Allengra of any claims arising from such resale to the extent necessary to discharge the purchase-price claim.

8. Confidentiality

8.1 The Supplier shall keep strictly confidential all non-public information disclosed by Allengra in connection with the contractual relationship, including without limitation Allengra's technical data, drawings, specifications, prices, business processes and the identity of Allengra's customers, and shall use such information solely for the performance of the contract. This obligation shall survive termination of the contract for a period of five (5) years.

8.2 The Supplier shall not, without Allengra's prior written consent, refer publicly to its business relationship with Allengra, use Allengra's name, logo or trademarks for marketing or reference purposes, or disclose to any third party the existence or content of any contract with Allengra.

9. Compliance Obligations of the Supplier

9.1 The Supplier shall comply with all applicable laws and regulations relevant to the supplied goods and services, including without limitation: REACH (Regulation (EC) No 1907/2006) and RoHS (Directive 2011/65/EU) requirements; conflict-minerals reporting requirements under EU Regulation 2017/821 and equivalent; the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz, LkSG) and any successor or equivalent EU legislation; applicable export control and sanctions laws (including EU Regulation 2021/821 on dual-use items, EU sanctions regulations and, where applicable, US re-export control rules); anti-corruption, anti-bribery, anti-money-laundering and fair-competition laws, applicable environmental, occupational health and safety, and labour-rights standards (including the prohibition of child and forced labour).

9.2 The Supplier shall provide Allengra, upon request and within a reasonable period, with declarations, certificates and evidence of its compliance with the obligations set out in clause 9.1, and shall flow these obligations down to its own sub-suppliers.

9.3 Allengra shall be entitled to terminate any or all contracts with the Supplier with immediate effect and without any compensation if the Supplier breaches any of the obligations set out in this clause 9, or if continuation of the relationship would expose Allengra to any sanctions or compliance risk.

10. Cancellation for Default and Reimbursement

10.1 Without prejudice to any other rights and remedies available to it (including statutory rights of withdrawal, the rights set out in clauses 4.3 and 5, and any rights under the German Civil Code), Allengra shall be entitled to cancel any individual purchase order or framework agreement with immediate effect and without compensation to the Supplier if: the Supplier is in delay of delivery and fails to deliver within a reasonable additional period set by Allengra in writing of typically not less than fourteen (14) calendar days, where such delay is not caused by an event of force majeure; the Supplier repeatedly or materially fails to comply with the agreed quality requirements or with the warranties given under clause 5.1; the Supplier becomes insolvent, files for insolvency proceedings, ceases payments or is otherwise unable to perform.

10.2 In the event of a cancellation under clause 10.1, the Supplier shall, without undue delay and within thirty (30) days of Allengra's written demand, reimburse to Allengra: any payments already made by Allengra in respect of goods or services that have not been delivered or accepted, or that have been rejected by Allengra as non-conforming; any amounts paid by Allengra in respect of tooling, jigs, fixtures, NRE charges or development costs to the extent such tooling or development cannot be used by Allengra as a result of the Supplier's failure; any reasonable cover-purchase costs, being the difference between the contractual price and the price reasonably paid by Allengra to obtain replacement goods or services from a substitute supplier.

10.3 Title to and physical possession of any tooling owned by Allengra under clause 7.1 shall be returned to Allengra without delay and at the Supplier's cost in the event of cancellation. The Supplier has no right of retention with respect to such tooling for any reason whatsoever, including for unpaid invoices.

11. Force Majeure

11.1 Neither party shall be liable for any failure or delay in performing its obligations to the extent such failure or delay is caused by an event of force majeure beyond its reasonable control, including without limitation: war, hostilities, civil unrest, terrorism, sabotage, cyberattack, natural disasters, fire, flood, severe weather, pandemic, government quarantine measures; sanctions and trade restrictions not within the affected party's sphere; energy and raw material shortages; transport disruption; strikes and lock-outs (other than those affecting only the party invoking force majeure).

11.2 The party affected shall notify the other party without undue delay, shall use reasonable efforts to mitigate the effects of the event, and shall provide regular updates on its expected duration.

11.3 If the force majeure event continues for more than four (4) weeks, Allengra shall be entitled to cancel the affected portion of the contract without any compensation to the Supplier and to source replacement goods or services from a substitute supplier. Where the force majeure event lies within the Supplier's sphere of responsibility (in particular failure of its own sub-suppliers other than for reasons of force majeure), Allengra shall be entitled to claim the additional cover-purchase costs from the Supplier.

12. Governing Law and Jurisdiction

12.1 These Purchase T&C and any contract concluded under them shall be governed exclusively by the substantive laws of the Federal Republic of Germany, to the exclusion of (i) the conflict-of-law rules and (ii) the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

12.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the courts having jurisdiction at the registered seat of Allengra GmbH. Allengra is, however, also entitled to bring proceedings against the Supplier at the Supplier's place of business.

12.3 Should any provision of these Purchase T&C be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the original provision.

12.4 The Supplier may not assign any rights or obligations under any contract with Allengra to a third party without Allengra's prior written consent.