General Terms and Conditions of Sale

INGENEV Automotive Europe S.à r.l.

Effective: 06/2025 (1)

§ 1 Scope and Precedence These General Terms and Conditions of Sale (“Conditions”) apply to all offers, deliveries, and services provided by INGENEV Automotive Europe S.à r.l. (“Seller”) to entrepreneurs within the meaning of Article L.010-1 of the Luxembourg Code de Commerce, as well as to legal entities under public law or public institutions. Any deviating, conflicting, or supplementary terms of the Buyer shall not become part of the contract unless expressly agreed in writing by the Seller. These Conditions also apply to all future transactions between the same parties. The German version shall prevail in the event of discrepancies.

§ 2 Subject Matter of the Contract The subject of the contract is the manufacture and delivery of electronic motors or drive assemblies produced according to the Buyer’s drawings, specifications, or technical requirements. The Buyer bears full responsibility for the accuracy, completeness, and suitability of the data and documents supplied. The Seller is not obliged to verify such information. The Seller may implement technical modifications required by law or deemed reasonable for improvement, provided they do not impair performance, safety, or functionality. Any advice or recommendations provided by the Seller are non-binding unless expressly confirmed in writing.

§ 3 Offers and Contract Formation All offers made by the Seller are non-binding unless explicitly confirmed in writing as binding. A contract shall be deemed concluded only upon written order confirmation by the Seller or upon the Seller’s performance of the delivery. All drawings, data, weights, and dimensions are binding only when explicitly confirmed. All design, calculation, and production documents remain the Seller’s property and may not be disclosed to third parties without prior written consent.

§ 4 Prices and Payment Terms All prices are net ex works (EXW Luxembourg, Incoterms® 2020), excluding packaging, transport, insurance, customs, duties, or taxes unless otherwise agreed in writing. Invoices shall be issued in euros (EUR). Unless otherwise stated in the order confirmation or invoice, 100 % of the total purchase price is payable in advance upon issuance of the invoice. Production shall commence only after full payment has been irrevocably credited to the Seller’s account. In case of payment delay, the Seller may charge interest on arrears at eight (8) percentage points above the applicable base rate in accordance with Article 12 of the Luxembourg law of 18 April 2004. The Buyer may offset or withhold payment only if its counterclaims are undisputed or have been finally adjudicated.

§ 5 Delivery, Shipment, and Transfer of Risk Delivery shall be made ex works (EXW Luxembourg, Incoterms® 2020) unless another Incoterm® 2020 clause has been expressly agreed in writing. Risk of loss or damage passes to the Buyer upon handover to the Buyer, the carrier, or any other third party designated by the Buyer. Delivery periods commence only after receipt of full payment. Delays caused by force majeure, export license procedures, or other unforeseeable events shall extend delivery deadlines appropriately. Partial deliveries shall be permissible if reasonable for the Buyer.

§ 6 Export Control and Sanctions The Buyer undertakes to comply fully with all applicable export control laws and regulations. The Buyer shall not, directly or indirectly, sell, export, re-export, deliver, transfer, or otherwise make available any goods, technology, or services received under this contract to any person, entity, destination, or end-use prohibited by the United Nations (UN), the European Union (EU), or the Grand Duchy of Luxembourg. The Buyer shall independently verify and ensure compliance with the above-mentioned sanction regimes and shall immediately inform the Seller if any violation or potential risk arises. The Seller reserves the right to suspend delivery, withdraw from the contract, or terminate it with immediate effect if the Buyer, its customers, or any third party involved violates or is suspected of violating applicable export control or sanctions regulations. The Buyer shall indemnify and hold harmless the Seller from and against all damages, losses, claims, and costs arising from or related to any such violation.

§ 7 Retention of Title The goods shall remain the property of the Seller until full and final payment of all outstanding claims arising from the contractual relationship has been received. The Buyer shall insure the goods at its own expense against theft, loss, or damage until ownership has passed.

§ 8 Warranty and Defects Liability The Seller warrants that the delivered goods conform to the agreed technical specifications and are free from material and manufacturing defects at the time of transfer of risk. The warranty period shall be twelve (12) months from the date of delivery. The Buyer shall inspect the goods immediately upon receipt and shall notify the Seller in writing of any visible defects within ten (10) days. Hidden defects must be reported immediately upon discovery and within twelve (12) months of delivery at the latest. The Seller’s obligation under warranty is limited, at its sole discretion, to repair or replacement of defective goods. Defective goods shall be returned to the Seller for inspection unless otherwise agreed. Warranty claims shall be excluded if the Buyer modifies or repairs the goods without the Seller’s consent, installs or handles the goods improperly, fails to observe operating instructions, uses non-approved materials, or if the defect results from normal wear, improper storage, external influences, or incomplete specifications supplied by the Buyer. If the Seller, after reasonable efforts, fails to remedy a defect or provide replacement within a reasonable period, the Buyer may demand a price reduction proportionate to the defect. Further claims for damages are excluded except in cases of wilful misconduct or gross negligence. This clause fully reflects the Seller’s warranty obligations and supersedes all statutory warranties to the extent permitted by Luxembourg law.

§ 9 Liability The Seller shall be liable only for damage resulting from intentional or grossly negligent conduct. In cases of ordinary negligence, liability shall be limited to breaches of essential contractual obligations (cardinal obligations) and to foreseeable, typical damage. Liability for consequential damages, loss of profit, production stoppage, or loss of data is excluded. Nothing in this clause shall exclude or limit liability for death, personal injury, or cases where liability cannot be excluded by law.

§ 10 Intellectual Property Rights All rights in designs, drawings, software, technical calculations, and know-how remain the exclusive property of the Seller. The Buyer is not granted any ownership or usage rights unless expressly agreed in writing. The Buyer shall ensure that materials, data, and specifications provided by it do not infringe third-party rights and shall indemnify the Seller against all related claims.

§ 11 Confidentiality Both parties agree to maintain strict confidentiality regarding all technical and commercial information obtained in the course of the contractual relationship. This obligation shall continue for five (5) years after termination of the contract.

§ 12 Force Majeure In the event of force majeure (including but not limited to war, civil unrest, terrorism, natural disasters, strikes, shortages of materials, or governmental restrictions), the Seller shall be released from its performance obligations for the duration and scope of the event. If the impediment lasts longer than six (6) months, either party may withdraw from the contract.

§ 13 Incoterms® 2020 Unless otherwise agreed in writing, delivery shall be made EXW Luxembourg (Incoterms® 2020). At the Buyer’s request and subject to agreement on additional costs, other Incoterms® 2020 clauses may apply: FCA Free Carrier, CPT Carriage Paid To, CIP Carriage and Insurance Paid To, DAP Delivered At Place, DPU Delivered At Place Unloaded, DDP Delivered Duty Paid, FAS Free Alongside Ship, FOB Free On Board, CFR Cost and Freight, CIF Cost, Insurance and Freight. The chosen clause shall be stated explicitly in the order confirmation. Incoterms® define the transfer of risk, allocation of costs, and respective customs and insurance obligations as published by the International Chamber of Commerce (ICC) in its 2020 edition.

§ 14 Governing Law and Jurisdiction This contract shall be governed exclusively by the laws of the Grand Duchy of Luxembourg, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Luxembourg City (Tribunal d’Arrondissement de Luxembourg). The Seller may also bring actions at the Buyer’s general place of jurisdiction.

§ 15 Severability If any provision of these Conditions is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the original one.

§ 16 Language These Conditions are drawn up in English and German. In case of any discrepancy of interpretation, the German version shall prevail.