PURCHASING CONDITIONS

Purchasing Conditions of

DIE KAVALLERIE GmbH

for all Goods and Services

1. General Provisions, Definitions, Order Placement

1.1. These purchasing conditions apply to all legal transactions of DIE KAVALLERIE GmbH (hereinafter: “KAVALLERIE”) concerning the purchase of goods and services for the agency. The contractual partner of KAVALLERIE (supplier, service provider, freelancer, etc.) is hereinafter referred to as the “Contractor.” The Contractor owes the main performance in the contractual relationship, while KAVALLERIE owes appropriate remuneration and receives the main performance. The term “Client” hereinafter refers to the (end) customer of KAVALLERIE who has commissioned KAVALLERIE with the provision of agency services.

1.2. The terms “Order” and “Contractor” are to be understood in the commercial sense. “Order” refers to the contractual relationship regardless of the respective type of contract (e.g. purchase, work, service, or other contract).

1.3. These purchasing conditions apply regardless of whether KAVALLERIE concludes the contract in its own name for its own account, in its own name for a third-party account, or in the name of a third party for a third-party account. If the contract is concluded in the name of a third party and/or for a third-party account, it is clarified that KAVALLERIE is neither liable for the performance of its customer nor for the customer’s creditworthiness.

1.4. Unless otherwise agreed or instructed, the order must always be processed via KAVALLERIE. Direct contact with KAVALLERIE’s client is only permitted following written instructions from KAVALLERIE.

1.5. All orders are placed under the following conditions. The Contractor acknowledges them as exclusively binding, at the latest upon commencement of contract performance. Any general terms and conditions of the Contractor or other agreements deviating from these purchasing conditions shall only apply if expressly confirmed in writing by KAVALLERIE in each individual case. If delivery is nevertheless made by the Contractor, this shall be deemed as acceptance of these purchasing conditions. If KAVALLERIE accepts the goods or services, this is done exclusively under these purchasing conditions.

2. Conclusion of Contract

2.1. Orders or changes to existing orders/contracts are only binding if made in writing.

2.2. The Contractor must accept or confirm all orders in writing without delay, but no later than within 5 working days. If the Contractor does not confirm the order in writing within this period, KAVALLERIE may revoke the order without incurring any costs.

2.3. A delayed acceptance of an order is deemed a new offer and requires acceptance by KAVALLERIE.

3. Scope of Services, Documentation

3.1. The scope of services and deliveries defined at the time the order is placed is binding.

3.2. Unless otherwise agreed, all (pre-)designs, presentations, or pitches are part of the scope of services and will not be remunerated separately. Likewise, unless otherwise stipulated, sample items (e.g. advertising materials) that the Contractor sends to KAVALLERIE for review in advance will neither be returned nor compensated separately.

3.3. For software or IT services, the Contractor shall provide all agreed development services as works contracts. To ensure future usability of the software, the Contractor undertakes to document all development services performed by him in writing to a reasonable extent and to provide KAVALLERIE with the documentation upon delivery of the service result. The documentation forms part of the main service and will not be remunerated separately.

4. Minimum Wage, Use of Subcontractors

4.1. The Contractor undertakes, in the performance of the service contract, to comply with all statutory provisions, in particular the Minimum Wage Act (MiLoG), and to pay his employees wages at least equal to the respective statutory minimum wage.

4.2. Within the scope of the service contract, the Contractor indemnifies KAVALLERIE against all claims in connection with § 13 MiLoG. This also applies to any necessary costs incurred by KAVALLERIE due to the assertion of claims by employees or third parties (e.g. social insurance institutions). This includes attorney’s fees for any required legal defense. To secure these claims, KAVALLERIE may require the Contractor to provide appropriate security for the fulfillment of his contractual obligations. An amount of at least 30% of the contract value shall be deemed appropriate. The security may be provided by means of a guarantee. In this case, an unlimited, directly enforceable guarantee from a German bank must be submitted. If the Contractor does not provide this security within two weeks of KAVALLERIE’s written request, KAVALLERIE may withdraw from the contract.

4.3. The security shall be released at the latest one year after full performance of the service contract, provided that no claims have been asserted against KAVALLERIE in connection with this agreement up to that point. KAVALLERIE reserves the right to refuse release of the security beyond this period if, by the end of the release period, KAVALLERIE has presented actual indications of a violation by the Contractor of the obligations to pay the minimum wage and the risk of later claims.

4.4. The Contractor shall provide regular monthly proof to KAVALLERIE of payment of the minimum wage and of documentation in accordance with § 17 (1) MiLoG, if requested by KAVALLERIE. At KAVALLERIE’s request, the Contractor shall provide an anonymized personnel deployment list showing the employees used, the hours worked, and the wages paid. The Contractor shall also, at KAVALLERIE’s request, provide a corresponding overview of other personnel used (freelancers, trainees, interns, etc.). KAVALLERIE undertakes to treat these documents confidentially and not to grant access to third parties.

4.5. The Contractor undertakes to ensure that any subcontractors or lessors engaged by him are likewise contractually obliged to comply with the MiLoG, to pay the statutory minimum wage on time and regularly, and to pass on this obligation contractually if they in turn engage further subcontractors or lessors. Subcontractors must likewise be required to submit confirmations in accordance with the obligation set out above under section 4.4.

4.6. The Contractor is not entitled to engage a subcontractor to fulfill his contractual obligations without the prior written consent of KAVALLERIE. KAVALLERIE may only refuse consent if there are legitimate reasons.

5. Place of Performance, Transfer of Risk

5.1. The contractual items to be delivered must be delivered by the Contractor at his own expense (“free domicile”) and at his own risk to the delivery address specified in the order, or, if none is specified, to the registered office of KAVALLERIE. The respective place of destination is also the place of performance (obligation to deliver).

5.2. The risk of accidental loss or accidental deterioration of the goods passes to KAVALLERIE upon handover at the place of performance. If acceptance is required under statutory provisions or by agreement between the parties, such acceptance shall determine the transfer of risk.

6. Prices, Payment Terms, Deadlines

6.1. The Contractor is obliged to provide the services within the deadlines/dates stipulated in the contract and in compliance with the agreed budgets/prices.

6.2. The Contractor must inform KAVALLERIE immediately in writing if circumstances arise or become apparent that indicate that the agreed deadlines/dates cannot be met.

6.3. If, after the order has been placed, KAVALLERIE requests a service that entails additional effort for the Contractor (e.g. through changes or additions), the Contractor is entitled to special remuneration only if he has notified KAVALLERIE of such claim in writing without delay, or, if the additional effort for the commissioned service exceeds 5% of the agreed price, has submitted a corresponding cost estimate for approval.

6.4. If the day on which the service must be performed at the latest can be determined from the contractual agreement, the Contractor shall be in default at the end of that day without the need for a reminder from KAVALLERIE.

6.5. In the event of culpable delay in delivery or performance – in addition to further statutory claims – a lump-sum compensation of 0.2% of the net price for each working day of default, but no more than 5% of the total net price, shall become payable. The Contractor reserves the right to prove that significantly less or no damage has occurred. Further statutory claims remain unaffected.

6.6. The Contractor has a right of retention only with respect to counterclaims that have been legally established or are undisputed. Claims arising from contracts concluded with KAVALLERIE may only be assigned with its written consent.

7. Warranty, Subsequent Performance

7.1. The services to be provided by the Contractor must solve the assigned task, comply with the required specifications (e.g. requirements and functional specifications) and given instructions (e.g. project or meeting minutes), and – if the subject of the contract is of a technical nature – reflect the latest state of the art. For creative services, industry standards must be observed. In case of ambiguities regarding the interpretation of specifications, the Contractor must seek clarification in good time. If, based on his expertise, the Contractor knows or should know that the specifications required by KAVALLERIE are unsuitable for the contractual purpose (use by the client), he must notify KAVALLERIE of this without delay.

7.2. If a defect exists and the Contractor fails to meet his obligation of subsequent performance – at KAVALLERIE’s choice either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery) – within the reasonable deadline set by KAVALLERIE, KAVALLERIE is entitled to remedy the defect itself and demand reimbursement of the necessary expenses from the Contractor or request an appropriate advance.

7.3. The Contractor must plan the subsequent performance in such a way that, if it fails, KAVALLERIE can still award the order to a third party and meet its follow-up deadlines. In case of doubt, the Contractor must inform himself of such deadlines.

7.4. Setting a deadline for subsequent performance is unnecessary in the event of final failure of the performance or if subsequent performance is unreasonable. If the work result delivered by the Contractor does not meet the contractually agreed specifications even after the attempt at subsequent performance, the subsequent performance is deemed to have definitively failed. The Contractor is not entitled to further attempts at subsequent performance.

8. Acceptance, Complaints about Defects

8.1. If the Contractor’s services are such that acceptance is required under the provisions governing contracts for work and services, or if acceptance has been agreed, the Contractor must notify KAVALLERIE of completion and agree on a prompt date for acceptance with KAVALLERIE. KAVALLERIE is not obliged to carry out an immediate inspection; inspection will take place in the ordinary course of KAVALLERIE’s business (within 10 working days).

8.2. Unless otherwise agreed, acceptance of the Contractor’s services shall be made in writing.

8.3. The Contractor will be informed of any defects identified during acceptance. The parties will then agree on a reasonable deadline for rectifying such defects. Any outstanding partial services or identified defects must be remedied as quickly as possible. This does not affect KAVALLERIE’s other rights.

8.4. Unless otherwise agreed, remuneration becomes due only after acceptance and delivery of all service results, and proper invoicing, at the earliest 30 days after the invoice date.

9. Performance Protection Rights, Industrial Property Rights

9.1. The Contractor is aware that the commissioned services are regularly used to fulfill KAVALLERIE’s contractual obligations towards its clients. Insofar as the services to be provided by the Contractor under the contract establish or include industrial property rights (e.g. trademarks, patents, licenses, utility models, and designs) or copyrights in favor of the Contractor or third parties, the Contractor hereby grants KAVALLERIE comprehensive, exclusive, unlimited rights of use in terms of time and territory to exploit such protected results of performance in all currently known and future forms of use, as well as the right to transfer these rights to third parties, in particular KAVALLERIE’s clients. This transfer of rights also includes the right to fully edit the work, while respecting moral rights and preserving the intellectual character of the work.

9.2. The Contractor warrants that the services provided and/or made available by him can be used by KAVALLERIE without restriction and, in particular, are free from industrial property rights or copyright/performance protection rights of third parties, and do not violate any other legal provisions.

9.3. All (work) results arising in the course of the order (including suggestions, ideas, drafts, designs, proposals, samples, models, drawings, and other documents) are the property of KAVALLERIE and may not be used by the Contractor for other orders.

9.4. The Contractor and its employees waive the right to be named as author (§ 13 German Copyright Act). The Contractor shall ensure contractually that any subcontractors engaged to perform the order likewise waive any rights of attribution.

9.5. If, due to legal or factual circumstances, it is not possible to grant KAVALLERIE rights of use to the extent described above, the Contractor must inform KAVALLERIE of this in writing without delay.

9.6. The Client alone is entitled, but not obliged, to register any industrial property rights in relation to the subject matter of the contract (patents, trademarks, designs, etc.). The Client is not obliged to exploit the rights granted or transferred to it.

10. Confidentiality and Data Protection

10.1. Drafts, drawings, templates, samples, or other documents received by the Contractor remain the property of KAVALLERIE. They may only be used for processing the order, must be carefully stored by the Contractor, and returned upon request. The Contractor has no right of retention to these documents.

10.2. The Contractor is obliged to treat as trade secrets all non-public information and data that become known to him through the business relationship with KAVALLERIE. Data protection laws must be observed.

10.3. The Contractor undertakes to protect all information and data of KAVALLERIE, in accordance with the latest state of the art, effectively against unauthorized access, alteration, destruction or loss, unauthorized transmission, other unauthorized processing, and misuse.

10.4. The Contractor may only advertise the business relationship with KAVALLERIE with KAVALLERIE’s prior written consent.

10.5. The Contractor’s subcontractors must be contractually obliged in writing to maintain confidentiality and comply with data protection. Proof of this must be provided to KAVALLERIE upon request.

11. Termination of Contract

11.1. If the Contractor owes a work performance, KAVALLERIE may terminate the entire contract or parts thereof at any time; in the case of ongoing services, only with reasonable notice. If the Contractor is not responsible for the termination, his claim for remuneration shall be governed by statutory provisions. If termination takes place for good cause without notice, the Contractor is only entitled to remuneration for the services completed and documented up to termination, provided that these services are usable and reasonable for KAVALLERIE. Otherwise, there is no entitlement to remuneration.

11.2. If the Contractor owes a service (Dienstleistung), KAVALLERIE may terminate the contract or parts thereof at any time. If termination is due to contractual misconduct attributable to the Contractor, or if the Contractor terminates without being prompted to do so by contractual misconduct on the part of KAVALLERIE, only those services properly performed, self-contained, and documented up to that point shall be remunerated, provided they are usable by KAVALLERIE. KAVALLERIE’s claims for damages remain unaffected. If the Contractor is not responsible for the reasons for termination, KAVALLERIE shall reimburse the Contractor for the expenses demonstrably incurred up to termination that directly result from the order, including costs from non-cancellable commitments. The Contractor is not entitled to further performance or damage claims in connection with termination.

11.3. Rights to the work results created up to termination shall transfer to KAVALLERIE in accordance with section 10.

11.4. After performing the services agreed upon in the order, the Contractor must, without being asked, hand over all service results as well as all documents provided by KAVALLERIE, including samples and digital data carriers. A right of retention to these documents only exists on the basis of undisputed or legally established claims arising from the same legal relationship.

11.5. Any termination must be made in writing.

12. Liability Insurance

12.1. The Contractor undertakes to take out and maintain, for the duration of the contractual relationship and for at least two years after its termination, a business liability insurance (or, in the case of freelancers, a professional liability insurance) customary in the industry and appropriate in scope, considering the contract value and the resulting risk of recourse. Proof of insurance coverage must be provided to KAVALLERIE, without being requested, no later than before the start of the order.

13. Non-Solicitation of Clients

13.1. During the term of cooperation and for twenty-four months after its termination, the Contractor is not permitted, without prior written consent of KAVALLERIE, to directly or indirectly accept orders from, or work for, KAVALLERIE’s clients, whether independently or as an employee. For the purposes of this clause, KAVALLERIE’s clients are all clients for whom the Contractor worked during the cooperation, or who became known to the Contractor in connection with the cooperation, and who were clients of KAVALLERIE at the time of termination of the contract and/or in the two years prior.

13.2. For large corporations, the non-solicitation clause may be limited to individual subsidiaries and/or departments of the client. Such a limitation must be recorded in writing.

14. Final Provisions

14.1. Only the law of the Federal Republic of Germany applies, excluding the provisions of international private law.

14.2. The exclusive place of jurisdiction is KAVALLERIE’s registered office; however, KAVALLERIE reserves the right to assert claims at the court of the Contractor’s registered office.

14.3. Should any provision of these conditions or of further agreements made be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obliged to negotiate in good faith to replace the invalid provision with a valid one.

Stuttgart, 10.12.2024