Gotion Germany Battery GmbH

(instead of „Gotion Germany Battery GmbH“ in the complete text there is used the short form „Gotion GmbH“ or „GOTION“)

issue 04/2022

Terms and Conditions of Purchase

These Terms and Conditions of Purchase (the “Terms”) shall apply to business transactions with companies, legal entities under public law and special funds under public law and shall govern our worldwide purchasing transactions.

1. General

Our Terms apply to the exclusion of any terms and conditions of the supplier conflicting or deviating from our Terms unless we have expressly agreed to them in writing. Acceptance of or payment for the supplier’s goods and services (the “Goods”) shall not constitute an agreement of any such terms and conditions even if the acceptance or payment is made with knowledge of conflicting or supplementary terms and conditions of the supplier. Any terms and conditions of the supplier previously agreed that conflict with or supplement these Terms shall no longer be deemed agreed.

• Conclusion of and Modifications to the Contract
  • Orders, contracts and order releases as well as variations and supplements thereto must be made in writing.
  • Oral agreements of any kind, including subsequent variations and supplements to our Terms must be confirmed by us in writing to become effective.
  • Any communication required in writing by these Terms may be sent by telefax, remote data transmission or email.
  • Cost estimates shall be binding and shall not be compensated unless expressly agreed otherwise.
  • We shall be entitled to cancel any order that is not accepted by the supplier within two weeks from the date of its receipt.
  • As part of an agreed planning system for purchase orders and order releases, order releases shall become binding provided the supplier does not reject them within two working days of their receipt.
  • The Packaging Specifications and the Logistics Manual of GOTION GMBH shall apply.
  • For work and services, the supplementary Terms and Conditions of Purchase for Work and Services of GOTION GMBH shall apply.

• Delivery
  • Agreed delivery periods and delivery dates are binding. Relevant for compliance with agreed delivery dates or delivery periods shall be the receipt of the Goods by us. Unless delivery “free at factory gate” is agreed (DAP® or DDP® as per Incoterms 2020), the supplier shall make the Goods available in good time, and shall factor in the time needed for loading and shipment as agreed with the carrier.
  • If the supplier is responsible for assembly or installation, the supplier shall bear all the necessary cost such as travel expenses, provision of tools and daily allowances.
  • If the supplier fails to meet agreed delivery dates, the statutory provisions shall apply. The supplier must immediately notify our ordering department if it anticipates difficulties with respect to production, the supply of precursor material, compliance with the agreed timescale or similar circumstances that could interfere with supplier’s ability to deliver on time or to deliver the agreed quality.
  • The unconditional acceptance of a delayed delivery or service shall not constitute a waiver of any claims for the delayed delivery or service; this applies until we have fully paid all amounts owed for the particular de- livery or service.
  • The supplier shall not deliver ordered Goods by instalments unless expressly agreed or we can reasonably be expected to accept them.
  • Quantities, weights and measurements of the Goods identified by us during incoming goods inspection shall determine supplier’s compliance with contractually agreed values, subject to different quantities, weights or measurements being proved by the supplier.
  • Unless otherwise stipulated in the supplementary Terms and Conditions of Purchase for Software, the supplier shall assign to us an unlimited and worldwide license to use any software included in the delivery. Such license shall encompass, in particular, duplication, loading and running the software.
  • We shall be entitled to sublicense, rent, lease or transfer the right to use the software in any other form to our affiliates within the meaning of § 15 AktG (German Companies Act), as well as to our subcontractors who are in charge of manufacturing our products and therefore require a right to use the software. We shall further be entitled to distribute the software to customers as part of a hardware product including a respective sub-licence to use insofar as this is necessary for the use of the hardware.

• We also have the right to use provided software, including any documentation, with the agreed performance characteristics and to the extent necessary for the use of the product in accordance with the agreement. We also have the right to make copies as necessary for backup and archive purposes.
  • The supplementary Terms and Conditions of Purchase for Software of GOTION GMBH, as well as the supplementary Terms and Conditions for Products related to Open Source Software shall apply to software in addition to these Terms.

• Force Majeure
  • 4.1.      In the event of acts of God, operational disturbances without fault, riots, any action taken by a government or public authority or other circumstances not within our reasonable control such as pandemics, we shall, for the duration of such event, not be liable for a delay or failure to accept delivery of the goods or performance of services. Either party shall be obliged to promptly provide to the other party all reasonable information, and to temporarily adapt their obligations in good faith to the altered circumstances, in particular to possibly altered market conditions. During such events and for a period of two weeks thereafter, we shall be entitled, without prejudice to any other rights we may have, to rescind from the contract in whole or in part, provided a contractual adjustment is not possible, and provided that such events are not of inconsiderable duration.
  • The provisions of clause 4.1 above shall also apply in the case of labor disputes.

• Dispatch Note and Invoice

The instructions included in our orders and order releases shall apply. Invoices shall be addressed to the invoice address specified in the order or order release and shall be sent as a single copy showing the invoice number and other allocation references; the invoice must not be enclosed with the shipments.

• Pricing and Transfer of Risk

Unless otherwise agreed, the prices are

• for deliveries within European Union “Delivered At Place” (DAP® Incoterms 2020),
• for deliveries from outside European Union “Delivered Duty Paid (DDP® Incoterms 2020), including packaging. Value added tax (VAT) is not included. The supplier shall bear all risks of loss or damage to the goods until they are loaded onto the means of transport provided by us or by our representative, or, if agreed, until the goods are received at the agreed delivery location.

• Payment Terms

Unless otherwise agreed, invoices shall be paid within 30 days from receipt of the Goods or performance of the services respectively, and of aduly issued and verifiable invoice sent to the invoice address as instructed by us. Payment is subject to invoice verification.

• Notification of Defects
  • Our incoming goods inspection shall be limited to obvious damages, in particular transport damage, and discrepancies in identity or quantity of the Goods, except as otherwise agreed in the Quality Assurance Agreement.
  • We will give notice of any defects found immediately after their discovery.
  • To this extent, the supplier waives the objection of delayed notification of defects.

• Claims for Defects
  • Unless otherwise stated below, the statutory provisions for defects as to quality and defects of title shall apply.
  • We have the right to select the type of subsequent performance. Place of performance for such remedy shall be the intended location of the Goods. This shall be the place where the Goods are located at the time of the warranty claim. Only in the event of disproportionate expenses, the supplier may refuse the chosen type of subsequent performance.
  • In the event the supplier fails to commence rectifying the defect following our request to do so and following expiry of a reasonably short grace period, we shall be entitled, in urgent cases (in particular to prevent imminent danger or greater damage to the Goods), to rectify the defect ourselves or have it rectified by a third party at the supplier’s cost.
  • The supplier shall indemnify us and hold us harmless from any claims for the violation of third partys rights by the Goods, unless the supplier can prove not to be liable for the violation. Immediately upon request, the supplier shall provide us with all information and documents on his goods and services that are required for the defense against such third party claims. Further, the supplier shall provide reasonable support in proving that the Goods are free from third-party rights, such as e.g. research on third party IP rights, and shall, on request, make respective documents and analyses available.
  • The limitation period for indemnity claims shall be three years. The limitation period for indemnity claims shall begin at the end of the year in which the claim arose and in which we became aware, or without gross negligence ought to have become aware, of the circumstances supporting the claim and of the

person liable. Any longer statutory limitation periods shall take precedence. This shall also apply to the aforementioned right to access information and documents.

• Except in the event of fraudulent misrepresentation, the limitation period for claims for defects shall be three years unless the Goods have been used according to their conventional purpose for a construction, and have caused the defectiveness thereof. The limitation period shall commence upon completion of delivery of the Goods (transfer of risk). Any longer statutory limitation periods shall take precedence.
  • For claims based on defects of title, clause 9.5 (limitation period for indemnity claims) shall apply accordingly. Any longer statutory limitation periods shall take precedence.
  • If the supplier effects its obligation of subsequent performance by supplying replacement goods, the limitation period of such replacement goods shall begin anew upon their delivery, unless the supplier explicitly and correctly made the reservation when effecting the subsequent performance that the replacement goods were delivered as mere good will and to avoid disputes, or to continue the business relationship.
  • The supplier shall bear all costs for transport, travel, labor, installation, dismantling and material arising in the context of the subsequent performance. If, as a result of defective Goods, we incur costs and expenses in connection with the repair or replacement of the defective Goods, and we were entitled to reasonably make them, in particular costs and expenses for sorting, for an incoming goods inspection exceeding the regular scope, for an examination and analysis of the defect, as well as costs for the involvement of external or internal staff, the supplier shall bear these costs unless he is not liable for the defect. A contributory negligence on our part shall be considered according to § 254 BGB (German Civil Code) when determining the compensation.
  • Insofar as our customers are automotive manufacturers and use a reference market procedure or a similar, in the automotive industry common, procedure for determining and settling warranty claims for defective GOTION products, this procedure shall also apply to the relationship between the supplier and us if the defect is attributable to the supplier’s products.
  • The supplier shall be liable for the fault of its sub-suppliers as it is for its own faults.

1. 10.       Product Liability and Recall
   1. In the event of a product liability claim, the supplier is obliged to indemnify us and hold us harmless from such claims if and to the extent the damage was caused by a defect in the Goods supplied by the supplier. In cases of liability based on fault, this shall only apply if the supplier is at fault. Insofar as the cause of the damage falls within the area of responsibility of the supplier, the supplier shall bear the burden of proof not to be at fault.
   1. In the cases of clause 10.1 above, the supplier shall bear all costs and expenses, including any legal fees, except such costs are in total not necessary and reasonable.
   1. In all other respects, the statutory provisions shall apply.
   1. Prior to any recall action which is partially or wholly caused by a defect in the supplier’s Goods, we shall notify the supplier, give the supplier the opportunity to collaborate, and discuss with the supplier the efficient initiation of the recall action, except such notification of or collaboration with the supplier is not possible due to the particular urgency. The costs of the recall action shall be borne by the supplier to the extent that a recall action is caused by a defect in the Goods supplied by the supplier, except the supplier is not liable for the defect. A contributory negligence on our part shall be considered in accordance with § 254 BGB when determining the costs to be borne by the supplier.
2. 11.       Rescission and Termination
   1. In addition to the statutory rights of rescission, we shall be entitled to rescind from the contract if there is or threatens to be a fundamental deterioration to the financial circumstances of the supplier that jeopardises the performance of any supply obligation to us.
   1. We further have the right to rescind from the contract if
3. the supplier meets the criteria for insolvency;
4. the supplier suspends payment of its debts the supplier meets the criteria for imminent insolvency pursuant to § 18 InsO (German Insolvency Act) or over-indebtedness of the supplier becomes apparent;
5. the supplier files a petition for institution of insolvency proceedings or comparable debt settlement proceedings over its assets or business operation; or #a petition for institution of insolvency proceedings over the assets of the supplier is dismissed for lack of funds.
   1. In the event of a contract for performance of recurring obligations, clauses 11.1 and 11.2 shall apply by analogy provided that the right to rescind from the contract shall be substituted by an extraordinary right to terminate the contract with immediate effect.
   1. If the supplier partially performed, we are only entitled to rescind from the whole contract if we have no interest in the partial performance.
   1. If we rescind from or terminate the contract by virtue of the foregoing contractual rescission or termination rights, the supplier shall compensate us for the loss or damage incurred as a result, unless the supplier did not cause the rights to rescind from or terminate the contract to arise.
   1. This clause 11 shall not affect any statutory rights or claims available to us.

1. Conducting Work

Suppliers who carry out work on our factory premises in fulfillment of the agreement must observe the statutory laws and regulations as well as our plant regulations. The supplier shall nominate a key contact responsible for the order who shall ensure compliance with supervision and control duties. The key contact shall align with our coordinator prior to carrying out any work, shall implement appropriate safety precautions and shall inform us and third parties affected about risks resulting from one another. The supplier shall be responsible for the instruction and safety of its employees and subcontractors as well as for the elimination of risks for third parties. The supplier shall only use suitable and sufficiently qualified employees and safe working equipment on our premises. Any accidents occurring on our premises must be reported to us immediately.

1. Provision of Materials

Materials, parts, containers and special packaging provided by us against payment or free of charge (“Provisions”) remain our property; if payment is owed, this shall apply until full payment has been made. Provisions shall only be used in accordance with the contractually intended purpose. The processing and assembly of Provisions shall only take place on our behalf. The parties acknowledge that we shall be co-owner of the products manufactured with the Provisions in proportion to the value of the Provisions in relation to the value of the whole product; such co-owned products shall be kept safe for us by the supplier. We retain co-ownership on the products manufactured using our Provisions until all our claims arising out of the supply of Provisions have been satisfied in full. The supplier is entitled to sell the products manufactured using our Provisions in its ordinary course of business subject to retention of title. The supplier hereby assigns to us all claims, including ancillary rights, arising or to arise from such resale in full. The assigned claims shall secure the claims we have accrued by supplying the Provisions. The supplier is entitled to enforce the assigned claims. We may revoke the supplier’s rights pursuant to this clause 13 if the supplier fails to duly perform its contractual obligations, is in default of payment, suspends its payments, or if the supplier files a petition for institution of insolvency proceedings or of similar debt settlement proceedings over its assets. Further, we may revoke the supplier’s rights under this clause 13 if its financial circumstances deteriorate fundamentally or threaten to do so or if the supplier meets the criteria for insolvency or over-indebtedness. Upon request of the supplier, if the value of the securities issued exceeds the value of our claims by more than 10 % in total, we shall release securities of our choice to this extent.

1. Documentation and Confidentiality
   1. The supplier shall keep all business and technical information made available by us (including features which may be derived from objects, documents or software provided and any other knowledge or experience) confidential as long as and to the extent that it is not proven public knowledge, and it may disclose such information only to those employees and representatives who necessarily need to know it for the contractual purpose, and who are themselves committed to confidentiality; the information remains our exclusive property. Without our prior written consent, such information must not be duplicated or commercially exploited, except for deliveries to us. At our request, the supplier shall immediately and in full return or destroy all information originating from us (if appropriate also including any copies or records made) and items provided by us. We reserve all rights to such information (including copyright and the right to file applications for intellectual property rights such as patents, utility models, semiconductor protection, etc.). In the event third parties provided the information to us, the reservation of rights shall also apply for the benefit of such third parties.
   1. Products manufactured on the basis of documentation drafted by us such as drawings, models and the like, or based on our confidential information, or manufactured with our tools or with copies of our tools , shall neither be used by the supplier itself nor offered or supplied to third parties. This also applies analogously to our print orders.

1. 15.       Export Control and Customs
   1. The supplier shall inform us in its business documents, or by other means of communication as specified by us (e.g. platforms), about any applicable requirements or restrictions for the (re-) export of the items (goods, software and technology) under applicable export control and customs regulations, as well as under the export control and customs regulations of the country of origin of the items. The supplier shall send the following information on items subject to (re-) export license requirements or restrictions to address of logistics in GOTION GmbH (Abteilungsbriefkasten.WE-Goe@gotion europe.com) in good time prior to the first delivery:
2. GOTION material number,
3. Product description,
4. All applicable export list numbers including the Export Control Classification Number pursuant to the

U.S. Commerce Control List (ECCN)

• Country of origin of the items under commercial policy (nonpreferential origin)
• HS Code of the items,

Supplier shall inform GOTION without delay in case of any changes of export license requirements export list numbers (including ECCN) for his items due to amendments of technical parameters, amendments of export control or customs laws or official directives. Supplier shall provide the ECCN (including EAR99) to GOTION for all items subject to U.S. export controls.

1. The supplier is obliged to implement measures as appropriate for its business model to secure the supply chain as defined by the WCO SAFE Framework of Standards, and in particular, to support us in taking necessary measures to achieve and keep the authorization as Authorized Economic Operator (AEO). The supplier is obliged to provide appropriate evidence, e.g. authorizations or declarations such as security declarations, declarations within the scope of C-TPAT or similar programs. We, or a third party instructed by us, shall be entitled to examine the supplier’s evidence as set forth under this clause at the supplier’s premises.
   1. The supplier is obliged to inform us about the Goods’ non-preferential origin and shall indicate the same on the invoice. Upon our request, the supplier shall issue a certificate of origin. The supplier ensures to provide details about the required preferential origin and to enclose the required proof of origin with all deliveries from any member state of a free trade agreement/preferential agreement. For deliveries within the European Union (EU), the supplier shall issue a long-term supplier declaration in accordance with the relevant EU implementing regulation within a period of 21 days following our request. For initial deliveries, the supplier shall provide the information about the non-preferential and preferential origin in writing at the latest at the time of the first delivery. It shall notify us about subsequent changes immediately in writing.
   1. For deliveries across customs borders, the supplier is obliged to include all required documents with the delivery, such as commercial invoice, delivery note and all information necessary for a complete and correct import customs declaration. The following should be noted for the issuance of invoices:
2. Costs not included in the goods price (e.g. costs for research and development, license fees, tooling costs, Provisions of the buyer relating to the shipment) shall be listed separately and in addition to the goods price.
3. In case of free of charge deliveries, the supplier is obliged to indicate a value on the pro forma invoice that reflects the Goods’ fair market price and add the statement „For Customs Purpose Only”.
   1. The supplier shall support us by all available means to reduce or minimize our payment obligations regarding customs duties or costs for customs clearance.
   1. 15.6.   Unless otherwise agreed in the delivery or quotation documents, any transfer of software, software know-how, technology or other data (e.g. cartographical data) across customs borders shall take place by electronic means only (e.g. email or per download). This clause shall not apply to “embedded software” (software that is physically integrated in hardware).
   1. Notwithstanding any other rights and without any liability to the supplier, we are entitled to withdraw from the affected contract or to terminate it without notice in case the supplier repeatedly fails to fulfil its obligations under section 15.1–15.6.

1. 16.       Compliance, Social Responsibility and Sustainability
   1. In its trade dealings with us, the supplier undertakes not to offer or give, or request or accept, any incentive in breach of applicable anti-corruption legislation, neither in its business affairs nor when dealing with public officials.
   1. In its trade dealings with us, the supplier undertakes not to make any agreements with other undertakings or to participate in concerted practices which have as their object or effect the prevention, restriction or distortion of competition under applicable antitrust regulations.
   1. The supplier guarantees payment of fair wages and equal remuneration for work of equal value without distinction of any kind, and to comply with the applicable laws governing the general minimum wage; the supplier shall commit its sub-suppliers accordingly. On request, the supplier shall prove compliance with the foregoing guarantee. In the event of a breach of the foregoing guarantee to comply with the applicable laws governing the general minimum wage, the supplier shall indemnify us and hold us harmless from all third party claims and is obliged to reimburse any fines imposed on us in this context.
   1. The supplier shall comply with the applicable statutory provisions and regulations governing the environmental protection, health and safety at work, treatment of employees and the protection of human rights. Further, the supplier shall observe the requirements of the Code of Conduct for Business Partners (see attachment) and the Principles of the Global Compact initiative of the United Nations (www.unglobalcompact.org) and procure for its sub-suppliers to act in accordance with the same. These essentially concern the protection of universal human rights, elimination of forced labor and abolition of child labor, elimination of discrimination in respect of employment and occupation, and environmental responsibility. To reduce adverse effects on human health and environment, the supplier shall implement and further develop an environmental management system in accordance with or comparably similar to ISO 14001.
   1. The supplier shall respond to inquiries to compliance, social responsibility and sustainability in the supply chain within reasonable time and in line with stipulated formalities. In the event of a suspected violation of the obligations under clauses 16.1 to 16.4, the supplier shall promptly investigate any potential violations and inform us of investigative measures undertaken, and, where warranted, notify us

of the affected suppliers. If the suspicion proves to be warranted, the supplier must inform us within a reasonable period of time of the measures undertaken internally within its organization in order to prevent future violations. If the supplier fails to comply with these obligations within a reasonable period of time, we reserve the right to rescind from contracts with the supplier or terminate them with immediate effect.

1. In the event of severe violations of the law by the supplier and in the event of violations of clauses 16.1 to 16.4, we reserve the right to rescind from existing contracts or terminate them without notice.

1. Place of Performance
   1. Unless otherwise agreed, the place of performance is the place where the Goods are to be delivered as per the contract, or where the service is to be rendered.

1. Miscellaneous
   1. If any provision of these Terms and of any supplemental agreements is or becomes invalid, this shall not affect the validity of the rest of the Terms. The parties shall agree to a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
   1. The contractual relationships shall exclusively be governed by German law excluding the conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
   1. The place of jurisdiction for all legal disputes arising directly or indirectly out of contractual relationships based on these Terms shall be Stuttgart. The local court of Göttingen (Amtsgericht Göttingen, 37070 Göttingen) has jurisdiction over cases brought before the local court. We further have the right, at our discretion, to initiate legal action against the supplier at the court of the supplier’s registered office or branch office, or at the court of the place of performance.

Gotion Germany Battery GmbH

(instead of „Gotion Germany Battery GmbH“ in the complete text there is used the short form „Gotion GmbH“ or „GOTION“)

Supplementary Terms and Conditions of Purchase for Work and Services Issue 2022-04-01

1. Scope of Application

These supplementary Terms and Conditions for Work and Services apply to all work and services of the supplier and supplement the General Terms and Conditions of Purchase of RBAM GmbH. The details of the performance of the service are agreed between the supplier and us in the purchase order. These supplementary Terms and Conditions for Work and Services shall apply also to all software supplies of the supplier not destined for use in or in combination with products manufactured and/or distributed by us. These Supplementary Terms and Conditions for Work and Services shall prevail over the general Terms and Conditions of Purchase in the event of inconsistencies or deviations from the General Terms and Conditions of Purchase.

• Acceptance of Work
  • We shall conduct the acceptance test within a reasonable period of time. The supplier shall provide us with support to a reasonable extent in this respect.
  • The principle of overall acceptance of the services rendered by the supplier shall apply, even if partial acceptance has been explicitly agreed. The warranty period for the Services to be rendered shall commence uniformly on the date of overall acceptance. During acceptance, the interaction with services that may have already been accepted shall also be tested. If defects are detected in this context, the defect shall be deemed to exist in that part of the Service to be accepted.
  • Defects detected in the course of the acceptance test shall be documented in an acceptance report. The supplier shall remedy any defects preventing acceptance without undue delay and submit the Service for acceptance again. Defects not preventing acceptance shall be remedied by the supplier under the warranty.
  • If there are a number defects not preventing acceptance, we have the right to refuse acceptance altogether.
  • Payment or use of the services is not deemed to constitute acceptance of the service.

• 3.               Rights of Use and Ownership Rights with Respect to Work Results
  • Work results within the meaning of this Section 3 encompass all results which are prepared, delivered, contributed or used by the supplier alone or, if allowed, together with others within the scope or context of this agreement for the performance of the service, such as inventions, developments, know- how, trade secrets, software, designs, graphic presentations, texts, concepts, drafts, drawings or documentations.
  • The supplier shall transfer to us the intellectual property rights arising from the performance of his work on the date of creation thereof. As far as works protected by copyright are created in this context, the supplier grants us worldwide and exclusive, factual and temporally unlimited rights of use and exploitation to all works protected by copyright for all currently known and yet unknown types of use. The rights of use and exploitation encompass in particular the rights to develop, to have developed, to manufacture, to have manufactured, to distribute, to full or partial, permanent or temporary publication or duplication and of communication, including the right to let and loan, irrespective of whether the communication is in tangible or intangible form, and the right of other disclosure to third parties for public disclosure and accessibility and of processing or reworking and sublicensing. The purpose of the aforementioned transfers and grants of rights is that we may freely dispose of the intellectual property rights and copyrights of use and exploitation.
  • If, in the context of performance of the contract by the supplier, software is compiled or edited, on the date of creation thereof we shall also have the right to the source code, including meaningful and understandable documentation according to our specifications, and it shall be released to us at any time on demand, at the latest, however, upon termination of the contract or it shall be successfully integrated into a development and integration system from us.
  • The supplier shall grant us all rights of use and exploitation worldwide and non-exclusively, objectively and temporally unrestricted of the trade secrets and know-how arising from the performance of its work results on the date of creation thereof.
  • With regard to the employees involved and to the German Act on Employee Inventions (Arbeitnehmererfindungsgesetz), the supplier shall ensure in an appropriate manner that both job-related inventions and free (non-job-related) inventions pass to us without undue delay.
  • We may register any inventions contained in the work results on our own discretion as a protective right in Germany and/or abroad and continue to pursue or drop the property rights resulting therefrom.
  • Once the agreed remuneration has been paid, all claims of the supplier for granting the rights pursuant to this section 3 have been settled. This shall also apply to the granting of rights for unknown types of use, unless this is not reasonable for the supplier considering the income and advantages deriving from such new type of use.

• Subcontractors
  • The supplier shall render the services independently; no third party may be sub-contracted to perform part services unless we have given our prior consent in writing. In the event of sub-contracting, the supplier shall remain responsible for successful performance of the service.

• 5. Changes to Services
  • We have the right to request changes to services at any time in writing (e.g. reduction, modification or expansion).
  • After receipt of a change request in writing, the supplier shall provide a qualified written feedback on the change request without undue delay, within two

(2) weeks at the latest, on the following points in particular:

1. Anticipated impact on performance features and on agreed process plans and timetables;
2. If necessary, cost estimate for the implementation with offer and calculation, closely based on the previous calculation;
3. If necessary, suitable alternatives in case of unacceptability.
   1. The supplier is obliged to implement change requests with a neutral cost effect without undue delay and without additional compensation following a written notification from us (textual form is sufficient). Prior to the implementation of other change requests, a separate agreement in writing is required between the parties
   1. We have the right to compensate for the additional expense resulting from change requests by waiving other parts of the services.

• Remuneration and invoicing
  • Except as otherwise agreed between the parties in writing, the prices agreed are fixed prices covering the entire services and expenditures of the supplier, including travel expenses and other outlays.
  • If the remuneration is on a time and material basis, the following provisions shall apply in addition:

• The remuneration shall be made on the basis of time and material based on the remuneration rates set forth in the respective order or price contract. Trave and waiting times do not count as time expended on rendering performance.
  • The invoice shall be issued in accordance with an agreed payment plan and shall include respective evidence on the content and scope of the Services respectively performed. Unless otherwise explicitly agreed, the order amount provided in the contract constitutes the maximum amount of the net remuneration payable by us. The supplier must notify us in good time if it is foreseeable that the remuneration on the basis of time and material is likely to exceed this maximum amount. The supplier shall only be entitled to remuneration exceeding the maximum amount if we place a supplemental order for such exceeding amount in writing. The terms of this subsection shall apply accordingly to placing such order.
  • Travel costs shall only be reimbursed if and to the extent that this was agreed in or if we have given our explicit consent in writing to such reimbursement in an individual case. The original receipts must be submitted to evidence the expenses incurred. Travel costs shall be invoiced together with the next invoice. The information in our purchase orders and delivery schedules shall apply.
  • A single copy of the invoice shall be sent to the respective imprinted address, indicating the invoice number and other allocation details; the invoice may not be enclosed with the consignments.

• Terms of Payment
  • Payments made by us do not by any means imply acceptance or acknowledgement of the services as being in conformity with the contract.
  • If we have any claims against the supplier, we have the right to withhold payments. The delivery dates agreed shall not be affected thereby. We have the right at any time to offset all our own claims against the claims of the supplier.

• Warranty for Performance of Work / Work Supplies
  • The supplier warrants freedom from defects as to quality and defects of title in accordance with the provisions of statute, the General Terms and Conditions of Purchase and in accordance with the following subsections.
  • The Services must embody the agreed properties at the time of the passing of risk. In the absence of an agreement on specific qualities, the services are free of defects if they are suitable for the use provided for in the contract, otherwise for normal use, and embody qualities which are customary in work of the same kind and which the customer can expect in accordance with the type of work.
  • In the event of defects, the supplier shall undertake without undue delay all the investigations that appear necessary and notify us as quickly as possible of the causes and of the measures to cure such complaints. The supplier shall collaborate without limitation in clarifying the causes of the defects or deviations and in the search for an efficient solution to the problem even if the cause of the complaints is the subject of dispute between the contracting parties.

• 9.               Rights of Withdrawal and Termination
  • We may give notice of termination of individual contracts for work pursuant to Section 648 German Civil Code (BGB).
  • In the case of individual contracts for services, ordinary termination (“ordentliche Kündigung”) by the supplier is excluded during the term of the individual contracts. Sec. 621 BGB applies to us.
  • If the supplier gives notice of termination for good cause during the term of an individual contract without us having caused such termination, the Services rendered shall not be remunerated to the extent that we have no interest in them as consequence of the termination. Sentence 1 shall apply accordingly if notice of termination is given by us based on the supplier’s action that was in breach of contract. Further statutory claims of us shall remain unaffected.
  • Legal rights and claims shall not be restricted by the provisions included in this Section 9.
  • The termination of an individual agreement (regardless of the legal reason) shall not affect any rights granted to us under Section 3).

Gotion Germany Battery GmbH Code of conduct for nosiness partners Issue 04/2022

Preamble

The Gotion Germany Battery GmbH is a spin-off from Robert Bosch GmbH. Hereby our history and values are based upon the history and values of the Robert Bosch GmbH.

From its beginnings in 1886 as a Workshop for Precision Mechanics and Electrical Engineering, Bosch has grown to become a leading global supplier of technology and services. Throughout its history, the company has been guided by the values and ethical principles of its founder, Robert Bosch. Adherence to the principle of legality, and acting responsibly and fairly in our business dealings, have always been the cornerstone of the GOTION-values.

Our products spark enthusiasm in the people who use them and improve their quality of life while at the same time helping to conserve natural resources. This is why we place such importance on sustainability as a key element in our mission statement and our corporate strategy.

Our business partners play a significant role in achieving these goals. We thus regard a common understanding of ethical values and sustainable practices as the essential basis of such relationships. The rules and requirements stated in this Code of Conduct form an important part of every collaboration agreement between GOTION and its business partners.

Principle of strict legality

GOTION strictly respects the principle of legality in all activities of the Group, both implicitly through its actions and explicitly in contractual agreements. These include payment of applicable taxes and customs du-ties, compliance with competition and anti-trust laws, a strict prohibition of corruption and money laundering, application of state-of-the-art technology, procurement of the re-quired official licenses, compliance with ex-port control laws, and respect for the legal rights of third parties. This is coupled with our philosophy of developing and manufacturing products and delivering services that are “Invented for life.”

Consequently, we expect our business partners to act in accordance with the prevailing laws and regulations, to comply with the principles of the United Nations Global Compact and to abide by the rules of the present Code of Conduct as part of their collaboration with GOTION. We furthermore expect them to take steps to ensure that third parties engaged for the purpose of fulfilling contractual obligations towards GOTION also comply with this Code of Conduct.

Fair treatment of employees

Our business partners must observe the fundamental rights of their employees based on the applicable national labor laws. The following rules are aligned with the

International Labor Organization’s (ILO), Declaration on Fundamental Principles and Rights at Work.

Human rights

Our business partners respect internationally recognized human rights and actively protect such rights.

Child labor

Our business partners only employ persons who have reached the minimum legal age for work according to the legislation applicable in the country of employment. Moreover, they respect and uphold children’s rights.

Forced labor

Our business partners reject all forms of forced labor and respect the principle of freely chosen employment.

Freedom of association

Our business partners respect freedom of association and the right to form interest groups. They grant their employees the right to articulate their interests within the framework of the labor laws in force in their country.

Equal opportunities

Our business partners do not tolerate discrimination of any kind, may it be based on skin color, ethnic origin, gender, age, nationality, social background, disability, sexual orientation, religious belief, or human ideology.

Fair working conditions

Our business partners pay wages and social benefits equal to or higher than the rates prescribed by national or regional authorities, legal standards, or other labor agreements. The applicable regulations governing working hours and vacation entitlements are observed.

Occupational health and safety

At the minimum, our business partners comply with national standards of workplace safety and hygiene and take appropriate measures to ensure that the relevant occupational health and safety requirements are met, in order to ensure healthy working conditions.

Environmental protection

Our business partners take measures to avoid risks to human life and the environment, limit the environmental impact of their operations, and manage resources responsibly. All processes, operating sites and production resources employed by our business partners must meet the applicable legal requirements and standards concerning fire safety and environmental protection.

Business relations

Avoiding conflicts of interest

Decisions made by our business partners must be based on factual considerations, rather than being improperly influenced by personal interests. If any business partner becomes aware of a potential conflict of Interest, this fact must be communicated to GOTION immediately.

Free competition

Our business partners observe the rules of fair competition, complying with all applicable statutory regulations. Moreover, they refrain from forming cartels or engaging in concerted practices deliberately or incidentally designed to bypass, restrict or distort competition as defined by antitrust laws, or abuse a dominant market position.

Corruption

Our business partners agree to abide by the applicable anti-corruption laws. In particular, they ensure that their employees, subcon-tractors or representatives do not offer, promise or grant advantages to associates of the GOTION Group with the aim of obtaining a contract or other preferential treatment in the course of business. The same rules apply to agreements with third parties, concluded in connection with a contract with GOTION.

Trade secrets

Our business partners must ensure that confidential company information is kept secret and intellectual property rights are respected. This condition applies beyond the termination of the business relationship. Our business partners furthermore agree to comply with all applicable data protection laws, and limit their use of third-party soft-ware (including open-source software and firmware) only within the scope allowed by law and in compliance with the respective li-cense conditions.

Money laundering

Our business partners are required to comply with the legal regulations concerning the prevention of money laundering.

Funding of armed groups

We expect our business partners to desist from all activities that might directly or indirectly contribute to the funding of armed groups. This includes the observance of international treaties and national laws concerning trade in conflict minerals and other natural resources.

Compliance with the Code of Conduct

We expect our business partners to communicate the content of this Code of Conduct to all third parties they engage to fulfil their contractual obligations toward GOTION, to observe its principles when selecting subcontractors, and ensure they comply with its requirements.

GOTION reserves the right to take reasonable steps to verify compliance with the Code of Conduct on the part of its business partners. GOTION will contact the business partner beforehand to agree on the scope, time and place of such controls. Any breach of this Code of Conduct constitutes a deterioration of the relationship between GOTION and the business partner. Notwithstanding other rights, GOTION reserves the right in such cases to demand clarification of the facts and initiation of countermeasures by the business partner. In the event that the business partner should fail to provide evidence that appropriate corrective action has been initiated within a reasonable timeframe, or if the breach of the Code of Conduct is so severe that GOTION cannot be reasonably expected to continue the business relationship, and notwithstanding other rights, GOTION reserves the right to terminate the relationship without prior notice and rescind any associated contracts or agreements.

Gotion Germany Battery GmbH Code of Business Conduct Issue 04/2022

Introduction

For us as a company, observing the principle of legality and practicing business responsibly and fairly have always been paramount. Indeed, they are central GOTION values. Numerous guidelines and directives govern our actions as associates of the GOTION Group. At all times, we familiarize ourselves with them and comply with them. To facilitate this compliance, the essential aspects of these company rules are summarized in simplified form in this Code of Business Conduct. Should the above mentioned guidelines and directives contradict this Code of Business Conduct, or if any other questions should arise, we contact the managing director.

Certain activities may also be governed by laws or rules from one or more different legal systems. We always comply with the law that is applicable in each individual case. This also includes the laws of the country for which a certain product or service is intended. If we are in doubt, we find out about the prevailing local laws, also by enlisting the support of the relevant regional subsidiary or operating unit. If this Code of Business Conduct conflicts with local laws, local laws take precedence. If the situation is unclear, we contact the compliance organization or the legal department.

Additional information:

If more specific guidelines or central directives exist for the issues addressed in this Code of Business Conduct, they must be observed. Specific company regulations must not contradict the basic principles of the Code of Business Conduct.

The principles that guide us

1. Basic principles

Lawful, regulation-compliant, responsible, and fair conduct

We adhere to the principle of legality in all dealings, actions, contracts, and other activities of the GOTION Group. In particular, we do not deceive customers, government agencies, or the public, nor do we collude in such deceit by third parties.

Adhering to the principle of legality also includes payment of applicable taxes and customs duties, compliance with competition and antitrust laws, a strict prohibition of corruption and money laundering, application of state­of­the­art technology, procurement of the required official licenses, compliance with export control laws, and respect for the legal rights of third parties. This basic principle is not driven solely by consideration of the grave consequences of violations and the harm that can be done to the company as a result of prosecution, fines, and claims for damages. Instead, we support the principle of strict legality regardless of whether the GOTION Group benefits from it. Legality and the GOTION values take precedence over customer requests and other business interests.

We are responsible for abiding by the laws that apply in our field of activity and are required to assess our working environment continuously from the standpoint of legality, responsibility, and fairness. If we are unsure as to the decision to make from the standpoint of legality, responsibility, and fairness, we contact our supervisor, the compliance organization, or the legal department.

Regardless of any legal sanctions, a violation of this Code of Business Conduct will, as a matter of principle, result in disciplinary action, up to and including termination and the right to assert claims for damages against those involved.

Reporting suspected irregularities

We are expected to report any possible violations of the rules embodied in this Code of Business Conduct to our supervisors. We can also contact the compliance organization at any time. In this case, there is the option of reporting our suspicions to the compliance hotline. While this should preferably be done personally, anonymous reporting is also possible. Reports will be treated confidentially. In addition, reports made in good faith will not result in any disadvantage whatsoever for GOTION associates or business partners. This is also the case if the report is subsequently found to be unjustified.

Additional information:

Who can we report violations to?

If, as supervisors, we receive information about possible violations by associates or third parties, we contact the department responsible. We forward legally significant matters to the department responsible for legal advice.

Reports about possible violations are dealt with immediately in internal investigations. If the reports are substantiated, the necessary actions are initiated.

Cooperation with authorities

In its dealings with the authorities, GOTION pursues a cooperative approach. As GOTION associates and supervisors, we fully cooperate when lawful investigations are conducted by GOTION or the authorities. This does not affect legal privilege, the right to withhold information, and any other procedural rights.

Supervisors’ responsibility

Our responsibility as supervisors is to ensure that there are no violations of legal regulations or of this Code of Business Conduct in our area of responsibility which could have been prevented or impeded through appropriate controls. We ensure that compliance with statutory and internal regulations is continuously and properly monitored in our particular area of responsibility. As supervisors, we also ensure that our associates are aware that violations of the principle of legality and the Code of Business Conduct are prohibited and will, as a matter of principle and regardless of the associate’s position in the company, result in disciplinary action.

If an associate reports a possible violation to us, we ensure that no disadvantage whatsoever results for that associate from a report made in good faith. This is also the case if the report is subsequently found to be unsubstantiated.

As supervisors, we act as role models for our associates, inform them about the rules embodied in this Code of Business Conduct, discuss these rules with them, and together with the compliance organization and the legal department − make ourselves available as a contact partner. We are the driving force behind the compliance dialogs we regularly conduct in our departments.

Social responsibility

On our own initiative and in the interest of the company, we act responsibly, also taking our impact on society and the environment into account. When working with others in the company and with business partners, we believe our success depends on fairness. We reject any violation of human rights (for instance, forced or child labor), also on the part of our business partners. When performing our tasks, we keep the reputation of the GOTION Group in mind. We abide by the principle of legality and uphold the basic principles of responsible and fair action.

Conduct with respect to fellow associates

We respect and defend the personal dignity of each individual. We do not tolerate any discrimination or harassment of our fellow associates, and encourage diversity.

How we protect relationships based on trust

• Avoiding conflicts of interest

Secondary employment and shareholdings

We take on secondary employment only with the prior consent of our employer. This consent will be granted if the secondary employment does not compromise any justified interest of the company. As associates, furthermore, we may only be involved in competitors, suppliers, or customers after notifying the company in writing of each individual case in advance. In the case of shareholdings, this rule does not apply if the shareholding is less than ten percent. We must notify the company in writing before we engage in business with companies in which we, our spouse or partner, or close family members have a shareholding or perform an executive function, provided we can influence the business relationship and there is a potential conflict of interest.

Engaging business partners for private purposes

If our work means we are immediately involved in the awarding or settlement of orders, and this gives rise to a potential conflict of interest, we may only engage a business partner of GOTION for private purposes after obtaining the advance written consent of the executive management responsible. This does not apply to generally available goods and services.

Additional information:

What is meant by “generally available goods and services”?

Goods and services are regarded as generally available if they are offered to all of us on the same conditions (price, etc.). Retail goods are an example. In contrast, a service for which we obtain a specific estimate is not generally available. One example is the estimate drawn up by a painter for renovating our apartment.

• Dealing with information

Written documents

All records and reports, whether internal or external, must be accurate and truthful. We observe generally applicable accounting principles, which require that data and other records must always be complete, correct, uptodate, and systemcompliant. We may only use confidential company information to create records, files, and the like if this immediately serves the interest of GOTION.

Confidentiality

Confidential company information must be kept secret. This obligation remains in effect after our employment contract ends.

Data protection and information security

In all business processes and in compliance with the applicable statutory requirements, we ensure that privacy is safeguarded, personal data is protected, and all business information is kept secure. Technically and organizationally, and especially with regard to protection against unauthorized access and loss, we apply an appropriate standard that reflects the state of the art and takes account of the associated risks.

When developing GOTION products and new business models, we ensure that the legal requirements governing data protection and information security are taken into account at an early stage. In addition to the compliance organization and the legal department, the primary contact for questions regarding how to handle data properly is the data security officer.

Insider information

Insider information is information not known to the public that could affect the price of stock or other financial instruments (“securities”). If we are party to insider information, the following principles apply:

• We do not purchase or sell any securities on the basis of this insider information. This applies regardless of whether these transactions are carried out for our own account, for the account of third parties, or on behalf of others.
• We do not use our insider information to recommend that anyone purchase or sell securities, nor do we induce anyone to do so in any other way.
• We treat insider information strictly confidentially. We never make such information available to third parties; this also applies to passwords that allow access to electronically stored insider information. We only make insider information available to fellow associates or consultants from outside the company if the recipient needs the information to perform their tasks, and has been sworn to strict confidentiality.

Additional information:

How do I identify insider information?

Examples of insider information include sales figures that are not intended for publication, information about M&A projects, major reorganizations, new appointments to the board of management and supervisory board prior to their official publication, conclusion or cancellation of a major contract with a customer or supplier, important legal disputes, or dealings with government agencies.

How we shape our business relationships

• Conduct toward business partners and third parties

Competition and antitrust laws

We observe the rules of fair competition as defined by applicable law. In particular, we are aware that competitors are not allowed to exchange information or reach agreements on allocation of territories and customers, prices and components of prices, supply relationships and the conditions governing them, production capacities, and the terms and conditions of bids. The same applies to exchange of information concerning market strategies and investment strategies. We are aware that it is prohibited not only to make written agreements in this respect, but also to make verbal agreements and to practice tacit, conscious parallelism (pricing strategies that occur without actual agreement between the players).

Only in strictly defined exceptional cases do we collaborate or exchange information relating to research and development projects. We do not restrict customers’ and purchasers’ freedom to set their own resale prices, and make no attempt to exercise such influence. We comply with the applicable national regulations governing anticompetitive clauses in contracts with customers or suppliers. We do not abuse a dominant market position to impose discriminatory pricing, to make business deals dependent on the purchase of other products, or to refuse delivery.

Supplier and customer relationships

The agreements we make with customers and suppliers are complete, unambiguous, and documented, including any subsequent changes and additions. This also applies to arrangements such as bonus payments and cost subsidies for advertising and sales promotion. We comply strictly with the internal regulations concerning the use of dual control and the segregation of executive and monitoring functions. We select suppliers solely on competitive merit, after comparing the price, quality, performance, and suitability of the product or service offered.

Corruption

We do not tolerate corruption in any form. Corrupt behavior of associates or business partners is liable to prosecution. It distorts competition, results in financial loss, and harms the company’s reputation.

Additional information:

What are the consequences of corruption?*

Corruption results in higher costs for companies, limiting the funds available for investment, growth, and innovation. It leads to dependency and prevents sustainable business relationships. Products become more expensive, and economies grow more slowly and fail to achieve their full potential. Corruption does everyone a disservice.

* Based on Transparency Internationa

When it comes to giving gratuities to public officials or people in similar positions, we apply extreme restrictions. We wish to avoid even the appearance of an attempt to gain influence. We ourselves do not accept gratuities from public officials. We neither offer nor grant public officials benefits for carrying out or expediting official acts. We abide by this regardless of whether we are legally entitled to the official act, or the public official behaves in a manner that violates their official duties.

Additional information:

Who is considered a public official?

Public officials are above all individuals performing sovereign tasks. Examples may include civil servants, judges, employees of official agencies, professors at public universities, and employees of testing institutes that perform sovereign tasks. Employees of publicly owned entities that are organized under private law and perform public functions (for instance public utilities) may also be considered public officials in certain jurisdictions.

In the course of business, and especially in our dealings with customers and suppliers, we also refrain from any form of corruption or other unfair attempt to influence business decisions. This applies in particular to agreements concerning the brokering, award, delivery, settlement, and payment of orders. We do not agree to any payments where it can be assumed that they are intended to serve entirely or partially as bribes. We oblige agents or other intermediaries that we engage to procure orders or permits neither to pay or to accept bribes, nor to grant any undue benefits. For violations, our contracts provide for the right to terminate without notice.

When it comes to accepting and giving gifts and other gratuities, including invitations, we apply extreme restrictions.

If we allow ourselves to be unfairly influenced by public officials, customers, suppliers, or other third parties, or ourselves attempt to unfairly influence such individuals, we will be subject to disciplinary action – regardless of the consequences under criminal law. We report any attempts by public officials, suppliers, customers, or other third parties to unfairly influence our decisions to the executive management responsible and the compliance officer. In the case of violations, we take appropriate action, suchas an order embargo or termination of contract.

Additional information:

As a GOTION associate, am I allowed to invite customers to dinner?

We are allowed to invite customers to dinner if it is related to business and the expense remains within reasonable limits. For example, a dinner is businessrelated if it follows a workshop or product presentation and business or professional subjects are discussed. A dinner is reasonable if its cost does not exceed what is customary in the respective region. If

Personnel rotation in sensitive areas

In sensitive areas such as purchasing and sales, we make provision for regular job rotation as a matter of principle. In many cases, this also serves our further professional development.

Donations

GOTION is involved in the fields of international relations, healthcare, education, science, and culture. It is both an operating foundation that pursues its objectives with its own programs and a grant provider that enables third parties to develop and implement their projects. By contrast, operating units of the GOTION Group express their commitment to civic society by making cash and non cash donations to educational, scientific, cultural, and social causes. The rules governing the award of such donations are established exclusively by the board of management of Gotion Germany Battery GmbH or the executive management of the operating units. When making such donations, we are not motivated by selfinterest, and make a clear distinction between such donations and sponsoring.

How we develop and manufacture

Additional information:

What principles apply to the development of products?

At all times, our actions are guided by the principle of legality and our “Invented for life” ethos. Legality and the GOTION values take precedence over customers’ wishes. When developing and calibrating functions, GOTION adheres to the

• The development of functions to detect test cycles or other tests is not permitted (either on GOTION platforms or on

permitted.

These principles apply to all GOTION products (including services) in all phases of product development, and must also be observed during product monitoring. These principles help us do justice to our “Invented for Life” ethos. They express the unconditional primacy of legality.

• Standards for our products and services

Outstanding quality is our strength. We deliver safe products of the highest quality and reliability. In this way, we satisfy our customers’ requirements and expectations. When developing and manufacturing products and providing services, we are guided at all times by the principle of legality and our “Invented for life” ethos. At the very least, our products reflect the state of the art. If putting these require

ments into practice results in a conflict of goals, we bring this conflict into the open. Any conflicts are resolved in accordance with the principle of legality, the principles of responsible and fair business practice, and the other GOTION values.

• Intellectual property of third parties

The intellectual property of third parties comprises both the protected commercial rights (such as patents, trademarks, registered designs) and the copyrighted items (such as software, image rights) of third parties.

We respect the intellectual property of third parties and, as a matter of principle, may only use it if granted the right to do so. We may only use and distribute third party knowhow that does not have protected commercial rights or copyright protection if such use and distribution is not prohibited by other statutory regulations. If this third party knowhow was provided to us under a confidentiality agreement, it may only be used and distributed as stipulated by the provisions of that confidentiality agreement. This particularly includes third party manufacturing drawings as well as individual data, dimensions, and tolerances obtained from third parties.

We use thirdparty software – including open source software and firmware – only within the scope allowed by law and in compliance with the respective license conditions.

• Occupational safety, health, fire prevention and environmental protection

It is our duty to keep people and the environment from harm, to minimize our impact on the environment, and to use resources sparingly. Processes, operating facilities, and operating materials must comply with statutory and internal occupational safety requirements, as well as with health, fire prevention, and environmental protection regulations.

How we use this code

• Communication and training

We are informed regularly about current topics relating to this Code of Business Conduct. We engage in regular dialog on compliance issues and address risks openly. We regularly receive training on individual subjects.

• Internal control system

GOTION maintains an internal control system. Within their area of responsibility, the executive management of every operating unit is responsible for compliance with the rules contained in this Code of Business Conduct as well as with any additional company rules. The corporate internal auditing department (C/AU), including its local units, has an unlimited right to request information and conduct audits, provided these do not run contrary to statutory or company regulations.

Additional information:

Note:

The rules contained in this Code of Business Conduct apply to the employment contracts between the respective GOTION Group companies and their associates. They are mandatory directives. Third parties may not derive any rights from this Code of Business Conduct.