I. General
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§ 1 Scope
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1. The following terms and conditions of purchase apply to all orders and contracts of matterr GmbH and its direct and indirect subsidiaries, including in particular matterr operations GmbH (hereinafter collectively referred to as “matterr”). They apply equally to purchase contracts, contracts for work and services, and similar types of contracts.
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2. Conflicting provisions or terms and conditions of the contracting partner (hereinafter referred to as “Supplier”) that deviate from these terms and conditions are not recognized by matterr, unless their validity has been expressly agreed to in writing. This also applies if matterr, with knowledge of conflicting sales or delivery terms of the Supplier, accepts the goods or services without reservation. Individual agreements remain unaffected.

3. These terms and conditions also apply to future transactions in ongoing business relationships, even if they are not expressly referred to, provided that they were incorporated into a previous contract and the transactions are of a similar nature.

4. These terms and conditions apply only to entrepreneurs acting in the exercise of their commercial or independent professional activity at the time of conclusion of the legal transaction, as well as to legal entities under public law and special funds under public law.

§ 2 Offer, Offer Documents, Conclusion of Contract

1. All agreements between matterr and the Supplier are recorded in writing or in text form at the time of contract conclusion. Oral side agreements do not exist. Subsequent changes require at least text form to be valid.

2. Orders from matterr are made in at least text form and must be accepted by the Supplier immediately, at the latest within 5 working days, in text form. Thereafter, the orders lose their validity, and a delayed order confirmation/acceptance by the Supplier is not binding for matterr, even if matterr does not explicitly reject it. Late acceptances are considered as new offers. For the deadline, receipt of the declaration by matterr is decisive.

3. matterr retains ownership and copyright to illustrations, drawings, calculations, and other documents. They may not be made available to third parties without the express written consent of matterr. They are to be used exclusively for manufacturing based on matterr’s order; after completion of the order they must be returned to matterr without request. They are to be kept confidential vis-à-vis third parties; in this respect, § 7 applies.

4. The use of orders for reference or advertising purposes is not permitted without prior consent from matterr.
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5. matterr may, for justified reasons, request changes to the delivery item even after the contract has been concluded, insofar as this is reasonable for the Supplier. In the event of such contractual changes, the effects, in particular with regard to additional or reduced costs and delivery dates, must be appropriately taken into account by both parties.

6. Compensation for visits, preparation of offers, projects, cost estimates, etc. is not granted.

§ 3 Price, Invoicing, Terms of Payment

1. The price stated in the order or contract is binding.

2. The agreed prices are net plus statutory VAT.

3. The Supplier must send verifiable invoices after full performance (in the case of works after acceptance), in compliance with the latest invoicing rules under applicable tax law and stating the order number, digitally to the invoicing address specified in the respective order (currently invoice@matterr.de for matterr GmbH and invoice@matterr-operations.de for matterr operations GmbH). Improperly submitted invoices are deemed received only from the time of correction.

4. Payment is made, unless otherwise agreed in writing, within 30 days net after full receipt of goods or services and receipt of invoice.

5. In the event of non-contractual, particularly defective, delivery or service, matterr is entitled to withhold payment (in whole or in part) until proper fulfillment without losing agreed discounts, rebates, or other payment benefits. This also applies if the Supplier has not yet provided contractually agreed documentation, certificates, etc.

6. matterr has statutory rights of set-off and retention. The Supplier may only exercise a right of retention if its counterclaims arise from the same contractual relationship.

§ 4 Deadlines and Default

1. The delivery or performance time stated in matterr’s order/contract is binding.

2. The Supplier is obliged to notify matterr immediately, at least in text form, if circumstances arise or become apparent to it that indicate that the agreed delivery or performance time cannot be met.

3. If the Supplier is in default, matterr is entitled to demand, in addition to damages, a contractual penalty of 0.2% of the invoice amount of the delayed delivery/service per working day, up to a maximum of 5% of the invoice amount of the delayed delivery/service. Penalties for missing interim deadlines will be offset against penalties for missing the final deadline; accumulation is excluded. Further claims due to delay (including withdrawal and/or damages in lieu of performance) remain reserved. matterr may assert the contractual penalty until final settlement/payment (§ 341 para. 3 BGB). Acceptance without reservation does not constitute a waiver of the contractual penalty.

4. Early delivery or performance may only occur with mutual consent and does not affect the original payment due date.

§ 5 Intellectual Property Rights

1. The Supplier warrants that no third-party rights within the Federal Republic of Germany are infringed in connection with its delivery or service. The same applies, if relevant, to the country of production, the country of destination, and the place of performance.

2. If matterr is claimed against by a third party in this respect, the Supplier shall indemnify matterr from such claims upon first written request. matterr is not entitled to reach agreements with the third party without the Supplier’s consent, in particular not to conclude a settlement.

3. The Supplier’s indemnification obligation covers all expenses necessarily incurred by matterr from or in connection with such third-party claims.

4. The limitation period is three years from the transfer of risk.

§ 6 Liability and Insurance

1. The Supplier is liable under statutory provisions for damages it causes.

2. The Supplier undertakes to maintain product liability and general liability insurance with a coverage appropriate for its performance with a reputable European insurer. Upon request, the Supplier shall provide matterr with proof of such insurance. The Supplier shall inform matterr without being asked of any changes to its insurance.

§ 7 Confidentiality

The Supplier is obliged to keep strictly confidential all images, drawings, calculations, and other documents and information received. Disclosure to third parties is only permitted with the express consent of matterr. The confidentiality obligation also applies after termination of this contract. The obligation does not apply to information already known to the Supplier without confidentiality obligation, publicly known or becoming so without fault of the Supplier, lawfully disclosed by a third party without confidentiality obligation, or independently developed by the Supplier. The confidentiality obligation also does not apply to the extent of a judicial or governmental order.

§ 8 Force Majeure
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Force majeure, labor disputes, unavoidable operational disruptions, unrest, official measures, and other unavoidable events release matterr – without prejudice to other rights – wholly or partly from the obligation to accept ordered goods, without the Supplier being entitled to claim damages or other rights against matterr. The parties are obliged to provide the necessary information immediately within reason and to adjust their obligations in good faith to the changed circumstances. If such disruptions result in a performance delay of more than one month, matterr may withdraw from the contract. Other withdrawal rights remain unaffected.

§ 9 Place of Performance, Jurisdiction

1. Unless otherwise specified in the order, the place of performance is the registered office of the contracting matterr company (matterr GmbH or matterr operations GmbH).

2. If the Supplier is a merchant, legal entity under public law, or public-law special fund, the place of jurisdiction is the registered office of the contracting matterr company. This also applies to disputes in documentary proceedings. However, matterr is entitled to sue the Supplier at its place of residence.

§ 10 Miscellaneous

1. Rights from the contractual relationship with matterr may only be assigned with prior written consent.

2. The use of subcontractors requires prior consent from matterr in text form.

3. German law applies exclusively to all claims under this contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

4. Should individual provisions of these terms be invalid or unenforceable or not implemented by mutual agreement, the validity of the remaining provisions remains unaffected. The same applies in the case of a regulatory gap. In place of the invalid or unenforceable provision or to fill the gap, the parties will find a regulation that most closely reflects the economic purpose of the provision to be replaced in a legally permissible manner.

5. References to “matterr” in these terms and conditions shall be understood to include matterr GmbH and matterr operations GmbH, as well as any other direct and indirect subsidiaries of matterr GmbH, unless the context requires otherwise.

II. Special Provisions for Purchase Contracts

§ 1 Prices and Terms of Payment

1. Unless otherwise agreed in writing, the price includes delivery DDP matterr’s delivery address (Incoterms 2020). If delivery EXW or FCA Supplier’s plant or sales warehouse (Incoterms 2020) is agreed in writing, and if the Supplier organizes transport, the Supplier undertakes to transport the goods at the lowest cost unless matterr specifies a particular mode of transport, and to take out corresponding transport insurance. Additional costs for expedited transport to meet a delivery deadline are always borne by the Supplier.
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§ 2 Delivery and Packaging

1. Unless otherwise agreed, delivery is DDP matterr’s delivery address (Incoterms 2020).

2. The Supplier must comply with the designations on matterr’s order form (description, order numbers, etc.) and state them in shipping and invoice documents. Failure to do so will result in processing delays for which matterr is not responsible.

3. matterr only accepts ordered quantities or units. Over- or under-deliveries are only permitted after prior agreement. These terms and conditions also apply to such deliveries.

4. Partial deliveries are generally not permitted unless expressly agreed by matterr or if they are reasonable. These terms and conditions also apply to partial deliveries.

5. The Supplier’s obligation to take back packaging is subject to statutory provisions. Deviating agreements are expressly rejected.

§ 3 Transport of Dangerous Goods, Labelling of Hazardous Substances

1. Before accepting an order, the Supplier must check whether the goods or components listed are classified as dangerous goods (e.g., paints, adhesives, chemicals, flammable, oxidizing, explosive, combustible, toxic, radioactive, corrosive, or self-heating substances) in the country of origin, destination, and/or any transit countries. In such cases, the Supplier must inform matterr immediately and fully. At the latest with the written order confirmation, the Supplier must send matterr all legally required declarations, duly completed and signed.

2. In packaging, labeling, and declaration of dangerous goods, the Supplier must comply with national and international regulations (e.g., EC Regulation No. 1907/2006 REACH, RoHS Directive No. 2011/65/EU, Directive No. 2008/68/EC ADR, RID, ADN, and Directive No. 2012/19/EU WEEE). National regulations of the destination country must also be observed if specified in the order.

3. The Supplier is liable for all damages resulting from incorrect declarations or from failure to comply with regulations regarding handling (packaging, transport, storage, etc.) of dangerous goods.

§ 4 Warranty

1. matterr must inspect goods within a reasonable time for quality and quantity deviations; notice is timely if sent within 5 working days from receipt of goods, or in the case of hidden defects, from discovery. Saturdays are not working days.

2. The Supplier warrants that goods meet the agreed specifications, the state of the art, applicable statutory and regulatory provisions, and are otherwise free from defects. matterr has full statutory warranty rights and may demand rectification or replacement at its choice. The Supplier bears all costs for supplementary performance, including transport, travel, labor, material, and installation/removal costs. Claims for damages remain reserved.

3. matterr may itself remedy defects at the Supplier’s expense if the Supplier is in default or urgency exists. In such cases, matterr will notify the Supplier and, where possible, set a final reasonable deadline before remedying.

4. The limitation period is 36 months from transfer of risk, unless §§ 478, 479 BGB apply or the law provides longer periods (e.g., § 438 para. 1 no. 2 BGB).

5. For replaced parts within the warranty period, the limitation period restarts upon completion of repair and acceptance of defect-free goods.

§ 5 Product Safety, Product Liability

1. The Supplier guarantees compliance with product safety law (e.g., Machinery Directive/Regulation, CE) and availability of spare parts for 10 years.

2. To the extent the Supplier is responsible for a product defect, it must indemnify matterr from third-party claims upon first demand, if the cause lies within its control and it is liable externally. Indemnity covers all expenses necessarily incurred by matterr from such claims, including recall costs under §§ 683, 670 BGB or §§ 830, 840, 426 BGB. matterr will inform the Supplier of recall measures where possible and give it an opportunity to comment. Statutory claims remain unaffected.III. Special Provisions for Contracts for Works and Services

§ 1 Quality of Service / Personnel

1. The Supplier shall perform services in accordance with the state of the art, using qualified personnel.

2. The Supplier shall ensure that the services are suitable for the contractually intended purpose. Concerns about execution must be reported to matterr immediately.

3. The Supplier must appoint a competent contact person at contract conclusion who can provide necessary information and make decisions. Instructions by matterr are given exclusively to this contact.
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4. matterr may demand replacement of Supplier personnel for good cause, particularly if qualifications are doubted or safety/environmental regulations are not observed. The Supplier must promptly provide qualified replacements. Deadlines remain unaffected.
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§ 2 Billing

For time-based services, timesheets only confirm attendance. Any further declarations implying legal binding effect (e.g., acceptance, invoice approval) are expressly rejected.

§ 3 Acceptance / Assembly

1. For works, matterr will formally accept performance. The Supplier must notify matterr in writing upon completion. No entitlement to partial acceptance exists.

2. A formal acceptance protocol will be created. If defects are found, acceptance will be refused. Defects must be remedied immediately, at the latest within a reasonable deadline set by matterr. Acceptance cannot be refused due to minor defects.

3. Costs of repeated acceptance tests are borne by the Supplier.

4. For assembly, relevant accident prevention, occupational safety, health, DIN-VDE, and EN standards must be observed. Welding may only be carried out with a valid welding permit.

§ 4 Warranty

1. matterr has full statutory warranty rights.

2. Limitation is per § 634a BGB: 5 years for work on buildings, otherwise 2 years from acceptance.

§ 5 Term and Termination of the Contract

1. The term of the contract and rules on ordinary termination are specified in the order.

2. Upon termination, the Supplier must, without request, return or, at matterr’s request, delete all information (files, documents, electronically stored data, including copies) received under the contract. Statutory retention obligations remain unaffected.

3. The Supplier shall take all possible actions to ensure uninterrupted continuation of services by matterr or a third party after termination. This includes providing experience, expertise, and know-how and assisting in transition. matterr shall pay reasonable remuneration based on the last agreed rules or, if none, appropriate remuneration.

Date: 09/2025