I. General provisions
1. Scope
1.1 The following Terms and Conditions of Purchase and Assignment of H2FLY GmbH (hereinafter referred to as "H2FLY") apply to all contracts concluded by H2FLY for the purchase of goods or the commissioning of services and work. Any terms and conditions of the contractor or supplier (hereinafter uniformly referred to as "Contractor") that deviate from or contradict these terms and conditions will not be recognized by H2FLY unless H2FLY has expressly agreed to their validity. The following terms and conditions shall also apply if H2FLY accepts the delivery or service without reservation in the knowledge that the Contractor's terms and conditions conflict with or deviate from these terms and conditions.
1.2 The following terms and conditions apply only to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal entities under public law, and special funds under public law.
2. Conclusion of contract
2.1 If H2FLY submits an offer to the Contractor by means of an order, the Contractor must declare its acceptance or rejection of the offer in writing within one week of receipt of the order at the latest, unless a different binding period is specified in the offer. After this period has expired, H2FLY is no longer bound by the offer.
2.2 All agreements made between H2FLY and the Contractor for the purpose of executing the contract are set out in full in writing in the contract, including these General Terms and Conditions of Purchase and Assignment. H2FLY employees are not authorized to make verbal commitments that go beyond or deviate from the written contract agreement.
3. Prices and terms of payment
3.1 If delivery of goods is owed, the price includes delivery DDP in accordance with Incoterms 2020.
3.2 Unless otherwise agreed, H2FLY shall pay the invoice amount within 14 days of complete delivery and receipt of the invoice with a 2 % discount or net within 30 days of delivery and receipt of the invoice.
3.3 The start of the payment periods requires proper invoicing, stating the order number specified in the order from H2FLY. If acceptance is required, the aforementioned period shall commence after receipt of the invoice and acceptance.
3.4 H2FLY is entitled to set-off and retention rights to the extent permitted by law.
4. Delivery and delivery time
4.1 The agreed delivery or service time is binding. The Contractor is obliged to inform H2FLY immediately in writing if circumstances arise or become apparent to the Contractor which indicate that the agreed delivery or service time cannot be met. The Contractor's liability for delay remains unaffected.
4.2 If the Contractor is in default with the delivery or service, H2FLY is entitled to demand a contractual penalty of 0.2% of the net invoice amount of the goods delivered late or the service provided late per day of delay, but not exceeding a total of 5% of the net invoice amount of the goods delivered late or the service provided late. Claims for compensation for further damage and other claims and rights to which H2FLY is entitled due to delay remain unaffected. The claim for a contractual penalty shall remain valid despite unconditional acceptance of the delayed service, provided that the reservation is declared at the latest at the time of settlement of the invoice claim – in the case of contractually agreed partial payments, by the time of payment of the final installment.
5. Confidentiality
5.1 The Contractor undertakes to treat as confidential any trade secrets and other information relating to H2FLY's business operations that become known to it through the business relationship and in which there is a legitimate interest in confidentiality, including specifications, methods, or formulas (hereinafter collectively referred to as "Confidential Information"), and to use such information exclusively for the purpose of fulfilling the contract concluded with H2FLY. Confidential Information shall be kept secure and shall not be disclosed to third parties in any form, whether oral, written, or otherwise, without the express prior written consent of H2FLY. Third parties within the meaning of this clause also include companies affiliated with the Contractor within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG). The requirement for consent does not apply to the disclosure of information to consultants who are professionally bound to secrecy.
5.2 The Contractor shall only disclose Confidential Information to those employees who need to know it in order to perform the contract concluded between the parties and shall limit the disclosure to the extent necessary for this purpose. The Contractor is only entitled to disclose such information if the employees have been bound to confidentiality to the same extent as the Contractor. Upon request, proof of this must be provided to H2FLY.
5.3 The requirements specified in section 5.2 apply accordingly to disclosure to subcontractors and suppliers.
5.4 There is no confidentiality obligation if and to the extent that the information obtained
a) has become generally known or publicly available without violating this confidentiality clause;
b) was already in the possession of the contractor at the time of disclosure without violating confidentiality obligations, or if the Contractor lawfully obtained it from a third party after disclosure without the third party violating confidentiality obligations;
c) was developed by the Contractor without using the confidential information
or
d) must be disclosed due to legal regulations or an official or judicial order.
The burden of proof for the existence of one of these exceptions shall be borne by the Contractor. In the case of Section 5.4 d), the Contractor is obliged to inform H2FLY in advance of the disclosure and to limit the disclosure to the absolutely necessary extent.
The confidentiality obligation shall continue to apply for a period of a further five (5) years after the contract has been fulfilled or terminated.
5.5 Subject to statutory retention obligations, the Contractor is obliged, at the request of H2FLY, to return or verifiably destroy all documents and materials containing confidential information, regardless of whether these were provided in written, electronic, or other form, at the discretion of H2FLY. The destruction of the Confidential Information must be carried out in the most secure manner possible according to the current state of technology, insofar as this is possible and reasonable for the Contractor. This does not apply to automatically generated backups, whereby the Contractor undertakes not to access these and to continue to keep the information confidential in accordance with the above provisions.
6. Provision of tools and other items
If H2FLY provides the Contractor with tools, templates, molds, samples, or other items for the purpose of fulfilling the contract, H2FLY retains ownership of these items. The Contractor is obligated to use the items exclusively for the fulfillment of the contract. Any processing or modification by the Contractor shall be carried out on behalf of H2FLY. If the goods subject to retention of title are processed with other items not belonging to H2FLY, H2FLY shall acquire co-ownership of the new item in proportion to the value of the item provided by H2FLY (purchase price plus VAT) to the other processed items at the time of processing.
7. Industrial property rights
7.1 The Contractor shall provide deliveries and work free of third-party industrial property rights or other third-party rights. If the delivered goods or work performed and/or their use infringe on third-party industrial property rights, the Contractor shall procure an unrestricted right of use for H2FLY.
7.2 The Contractor is obliged to indemnify H2FLY against all claims asserted by third parties against H2FLY due to the infringement of industrial property rights referred to in section 7.1 and to reimburse H2FLY for all necessary expenses in connection with the claim.
7.3 If the Contractor considers the claim by the third party to be unjustified, it shall, at the request of H2FLY, assume any defense against such claims at its own expense. If the Contractor assumes the defense against the asserted claims on behalf of H2FLY, the Contractor shall always protect the business interests of H2FLY and keep H2FLY informed of all significant steps. The Contractor is not entitled to conclude a settlement that affects the rights and interests of H2FLY without express written consent, whereby H2FLY will not unreasonably withhold its consent.
7.4 The obligations under Sections 7.2 and 7.3 shall not apply to the Contractor if it can prove that it is not responsible for the infringement of industrial property rights.
7.5 Further legal claims due to legal defects remain unaffected.
8. Compliance
8.1 The Contractor undertakes to comply with all applicable laws, ordinances, and regulations.
8.2 In the event of breaches by the Contractor of the obligations set out in section 8.1 , the Contractor shall be entitled to suspend performance of the contract or, if the breach is not remedied within a reasonable period of time, to withdraw from or terminate the contract. In the event of a serious, ongoing, or repeated breach, the setting of a deadline shall not be necessary. Furthermore, in the event of a breach, the Contractor shall be obliged to compensate H2FLY for any damages resulting therefrom and to indemnify H2FLY against any claims by third parties, unless it can prove that it is not responsible for the breach.
9. Place of jurisdiction and applicable law
9.1 If the Contractor is a merchant, the parties agree that the courts in Stuttgart shall have jurisdiction for all disputes arising from and in connection with the contract concluded between H2FLY and the contractor. This place of jurisdiction shall apply exclusively to the Contractor. H2FLY shall also be entitled to sue the contractor at its general place of jurisdiction.
9.2 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
II. Special conditions for purchase contracts
For contracts for the delivery of goods, the following provisions apply in addition to the provisions in Section I:
10. Terms of delivery
10.1 If no delivery time is specified in the order and if this has not been agreed otherwise, it shall be two weeks from the conclusion of the contract.
10.2 Unless otherwise agreed, delivery shall be made DDP in accordance with Incoterms 2020. The risk of accidental loss and accidental deterioration shall only pass to H2FLY upon delivery to the specified destination. The provisions governing the transfer of risk in the event of default of acceptance remain unaffected.
10.3 The timeliness of deliveries shall be determined by the date of receipt at the destination specified by H2FLY.
10.4 The Contractor is obliged to indicate the order number specified by H2FLY and all relevant item and position numbers on all shipping documents and delivery notes. In the event of missing or incorrect information, H2FLY shall not be responsible for any resulting delays in processing and payment of the purchase price.
11. Quality assurance and audit
11.1 The Contractor undertakes to maintain a quality management system in accordance with a recognized standard in relation to the delivery or service to be provided and to strictly comply with the resulting requirements.
11.2 Changes to processes, materials, suppliers, production sites, or testing procedures that could affect product quality may only be implemented with the prior express consent of H2FLY.
11.3 H2FLY is entitled to carry out quality audits itself or through commissioned third parties who are bound to confidentiality, after giving reasonable notice during normal business hours. The Contractor must grant H2FLY or the third party commissioned by it access to the business premises for this purpose and provide all necessary documents.
11.4 All quality-related documents, test reports, and evidence must be retained for at least fifteen years and made available to H2FLY upon request.
11.5 The Contractor shall immediately inform H2FLY of any safety-related events, potential risks, or findings that could affect the reliability of the products supplied.
12. Warranty
12.1 In the event of material defects or defects of title, H2FLY shall be entitled to the statutory warranty claims without restriction. In particular, H2FLY shall be entitled, at its own discretion, to demand the removal of the defect or the delivery of new goods free of defects. If the subsequent performance fails, is unreasonable, impossible, or is refused by the contractor, H2FLY shall be entitled to claim damages under the statutory conditions and/or to withdraw from the contract or reduce the purchase price. In this case, H2FLY shall also be entitled to remedy the defect itself and to demand reimbursement of the necessary expenses.
12.2 The contractor shall bear all expenses necessary for the purpose of subsequent performance, including any removal and installation costs.
12.3 Upon receipt of the goods, H2FLY is only obliged to inspect the delivery for obvious, externally visible defects (in particular recognizable transport damage, incorrect deliveries, and quantity deviations) and to give notice of such defects immediately after delivery. H2FLY shall report any other defects immediately as soon as they can be detected in the ordinary course of business. The obligation to give notice of hidden defects discovered later remains unaffected. If acceptance has been agreed, there is no obligation to inspect the goods.
12.4 The limitation period for warranty claims is 36 months from delivery. In the cases regulated in Section 438 (1) No. 2 BGB (German Civil Code), the statutory warranty period of five years shall apply in deviation from this. The statutory limitation provisions in the case of supplier recourse pursuant to § 445b BGB (German Civil Code) remain unaffected.
12.5 The limitation periods for warranty claims shall be suspended by a notice of defect issued by H2FLY in text form, as long as the Contractor has not rejected the claim. The statutory provisions on the suspension of the limitation period and the recommencement of the limitation period shall remain unaffected.
13. Product and producer liability – Indemnification – Liability insurance coverage
13.1 The Contractor is obliged to indemnify H2FLY against claims for damages by third parties for personal injury or property damage based on a defect in the product delivered by the Contractor within the Contractor's sphere of control and organization and for which the Contractor is liable vis-à-vis third parties.
13.2 Within the scope of its liability within the meaning of Section 13.1, the Contractor is also obliged to reimburse any expenses arising from or in connection with a recall carried out by H2FLY. H2FLY shall inform the Contractor of the content and scope of the recall measures to be carried out, as far as possible and reasonable, and give the Contractor the opportunity to comment. Other legal claims remain unaffected.
13.3 The Contractor undertakes to maintain product liability insurance with a coverage amount of EUR 10 million per personal injury/property damage, including recall costs. If H2FLY is entitled to further claims for damages, these shall remain unaffected. The Contractor is obliged to provide proof of insurance to H2FLY upon request.
III. Special conditions for services and work
For contracts for services and work, the following provisions apply in addition to the provisions in Section I:
14. Changes to services
H2FLY is entitled to demand changes to the scope of services, provided that these are not unreasonable for the Contractor. If the change leads to additional costs, the Contractor must notify H2FLY in writing immediately and before carrying out the changed order. H2FLY is only obliged to reimburse any additional costs incurred if this has been agreed between the parties at least in text form.
15. Remuneration and reimbursement of expenses
15.1 If remuneration based on time spent has been agreed, the Contractor shall record the expenses to be invoiced, stating the date, the duration of the respective activity, the person who performed the work, and a substantiated description of the service provided, and shall submit the relevant evidence to H2FLY.
15.2 Separate reimbursement of expenses in addition to the agreed remuneration by H2FLY shall only be made if this has been expressly agreed and only upon presentation of the relevant receipts by the Contractor.
16. Duty to provide information and cooperate
Upon request, the Contractor shall inform H2FLY of the status of the work to be performed. If the order includes the creation of concepts or other planning services, these services shall be coordinated with H2FLY on an ongoing basis.
17. Use of employees and subcontractors; minimum wage
17.1 The Contractor shall use suitably qualified personnel to perform the services owed by it. The Contractor undertakes to ensure that the personnel employed have any necessary work permits.
17.2 The Contractor may only subcontract to subcontractors with the prior written consent of H2FLY.
17.3 The Contractor undertakes to comply with the Minimum Wage Act (MiLoG) in its business and to ensure compliance by any subcontractors it employs. Upon request, the Contractor shall provide H2FLY with evidence of compliance by submitting appropriate documents and, in particular, shall disclose the hourly wages paid to the workers it employs.
In the event of a breach of the obligations under Section 20 MiLoG, the Contractor shall assume sole and unlimited liability and indemnify H2FLY against any resulting claims by third parties, unless the Contractor is not responsible for the breach.
18. Acceptance and warranty for work performed
18.1 Work performed shall be subject to an acceptance test after provision by the Contractor. H2FLY shall declare acceptance of the work provided that the work is free of defects.
18.2 In the event of defects in the work performance owed, H2FLY shall be entitled to the statutory warranty rights without restriction, subject to the following proviso:
H2FLY shall have the right to choose between repair and replacement. The limitation period for warranty claims is 36 months from acceptance. In the cases regulated in Section 634a (1) No. 2 BGB (German Civil Code), the statutory warranty period of five years shall apply in deviation from this. The provision under Section 12.5 of these Terms and Conditions of Purchase and Assigment shall apply accordingly.
19. Poor performance in service contracts
If the Contractor fails to perform the services owed by it under a service contract in a proper manner, H2FLY shall be entitled to reduce the agreed remuneration by an appropriate amount. In addition, H2FLY shall be entitled to demand compensation for all damages resulting from the improper performance of services, unless the Contractor proves that is not responsible for the improper performance. Further legal claims and rights remain unaffected.
As of: February 2026