General Terms and Conditions of Purchase Eurowings Aviation GmbH

These General Terms and Conditions of Purchase govern the fundamental legal relations between the supplier and Eurowings Aviation GmbH (“EWA”) as well as all other Eurowings associated companies, for all ordered goods, work and services. These Conditions may be supplemented by additional agreements covering specific orders. Any amendments and supplements hereto shall be in writing to be effective. Contrary general business conditions shall not apply even if they are not expressly rejected in a specific case. 

2.1 EWA may revoke its order at any time before receipt of the supplier's written order acknowledgement. Orders should be acknowledged within 2 weeks of their receipt.

2.2 In the event that the order acknowledgement departs from the order, EWA shall only be bound if it agrees to the departure. Nor does acceptance of deliveries or services and payments on the part of EWA constitute consent. 

3.1 The contractual deliveries shall be made to the location specified by EWA.

3.2 Delivery dates and particulars of delivery times are binding. Adherence to the delivery date or the delivery time depends crucially on the receipt of the goods at the delivery address. If the contractual service involves the manufacture, erection or assembly of a work, its acceptance shall be crucial. The supplier shall notify EWA at once of any foreseeable delay in deliveries. Partial deliveries and premature deliveries shall be subject to prior review with EWA.

3.3 In the event that the supplier defaults, EWA shall be entitled to the full rights set forth in the provisions of statute. If the contractor is in default with adherence to a contractually agreed delivery date, it shall pay the client a contractual penalty amounting to 0.2% of the net order sum, though max 5.0% of the net order sum, for each working day that culpably exceeds the delivery date. The assertion of claims going beyond this by the client is not excluded; the forfeited contractual penalty shall be offset with the client's further-going claim to compensation. EWA reserves the right to claim the contractual penalty until final payment. 

4.1 The supplier shall be responsible for proper packaging, taking account of the shipment type concerned, and shall bear the onus of proof.

4.2 Delivery notes shall be affixed to the outside of the packaging and shall contain the order number, the article designation with part number, the delivery quantity and any remarks on partial deliveries. Deliveries consisting of several parts or packages shall be marked as belonging together.

4.3 Failing other arrangements, shipping costs shall be borne by the supplier. In pricing ex works or ex sales depot of the supplier, shipping shall be at the lowest cost in each case, unless EWA has prescribed a specific mode of transport. Additional costs due to non-adherence to forwarding instructions shall be borne by the supplier.

4.4 In pricing free recipient, the supplier may determine the mode of transport. Additional costs for any accelerated transportation necessary to adhere to a delivery date confirmed by the supplier shall be borne by the latter.

4.5 Transport of the goods to be delivered is at the supplier's risk. The supplier is free to arrange for insurance. 

5.1 If the contractual service involves the manufacture, erection or assembly of a work, risk shall pass upon acceptance and, in the case of delivered goods without erection or assembly, upon receipt by the receiving point specified by EWA.

5.2 Upon delivery/acceptance of the ordered goods/work, EWA shall acquire direct title thereto.

5.3 In respect of all copyrightable services, the supplier grants EWA an exclusive, freely assignable right of use with no restrictions in terms of time and place for all known use types. The complete or partial exercise of the rights, also at a later time, shall not require any further consent of the supplier. 

6.1 EWA shall examine the delivered items for patent defects within two weeks of acceptance. EWA shall notify the supplier in writing without delay of any defects in the delivery as soon as these are established under the conditions of the due course of business. To that extent, the supplier waives the defence of late notification of defects.

6.2 The issue of receipts and any payments made by EWA do not constitute a waiver of claims or rights. Any warranty claims shall survive intact. 

7.1 The prices stated in the various orders are without value-added tax. They are fixed prices and exclude subsequent claims. Any additional or deviating deliveries or services are only remunerated if a rider or supplementary agreement was concluded in advance.

7.2 The content of an invoice must comply with the applicable provisions of statute. For each order, a separate invoice shall be drawn up. The invoice currency must agree with the order currency. The breakdown of the invoices must mirror the structure of the order. Invoices must contain as reference the order number and the order date. The invoice items must contain as reference

the order item numbers as well as the specification and the quantity with single and item price. Where, in an exceptional case, no order exists, at least the department and the name of the orderer at EWA must be stated; invoicing in such a case is in Euros. In the event of non- compliance, EWA reserves the right to reject the invoice.

Eurowings Aviation GmbH - General Conditions of Purchase (GCP, AEB) 2023/04

7.3 As a general rule, there are two invoicing processes available (E-Mail or paper form). Only one of these processes shall be applied at a time.
7.3.1 For the invoicing via E-Mail the following applies:

• The e-mail may only contain invoices and attachments which will be auto-processed. Any additional information the e-mail may contain will be disregarded by the system

• Invoices and its corresponding attachment may be kept in pdf-format only

• Please attach each invoice including all additional attachments separately

• An e-mail may contain several invoices

• The size per any one e-mail is limited to 5 MB

• Please do not submit invoices via e-mail and per post or to more than one mail address simultaneously

The following email address applies, indicating the billing addresses mentioned in 7.3.2: eurowings@de.invoice.lufthansagroup.com

7.3.2 For the invoicing via paper form the following applies: invoices shall be sent in single copy to one of the following addresses, depending on the company:
Eurowings Aviation GmbH, Waldstraße 249, 51147 Cologne
Eurowings GmbH, Terminal-Ring 1, 40474 Düsseldorf
Germanwings GmbH, Waldstraße 249, 51147 Cologne
Eurowings Europe Limited GmbH, Obj. 680, Office Park 1, Bauteil 2, Top 09/01, A-1300 Wien-Flughafen Eurowings Technik GmbH, Lindemannstraße 81, D-44137 Dortmund
Eurowings Digital GmbH, Postfach 10 03 10, 51303 Leverkusen

7.3.3 Unless otherwise agreed, payments shall be made after 30 days without deduction or after 14 days with deduction of a 3 percent discount. These terms commence as soon as the work or service has been completed and the duly issued invoice has been received by EWA. 7.4 As a general rule, invoicing shall follow performance of the service and acceptance or clearance of the delivery by EWA.

7.5 In any partial deliveries approved by EWA, the invoice must contain a remark to that effect.

7.6 Any agreed down payments and services to be offset against down payments shall be marked as such in the invoice.

7.7 The supplier may only perform offsets with undisputed or final claims against EWA.

8.1 Failing other arrangements, the provisions of statute on warranty shall apply subject to the following provisos: the warranty period shall commence upon passage of risk (delivery or acceptance). If the supplier's deliveries are inputs for work or services of EWA in dealings with third parties, the warranty period shall commence upon delivery or acceptance by EWA's client.

8.2 The warranty period shall be extended by such time as the faulty work or service cannot be used as intended.

8.3 To the extent that, within the scope of the warranty, an optional right exists between different forms of subsequent performance, EWA shall have such optional right. 

9.1 The supplier undertakes to heed the provisions of statute on combating corruption. Specifically, the supplier gives an assurance that it shall refrain from offering, promising or granting EWA's employees or persons close to them inadmissible advantages. The same ban applies to the supplier's employees, vicarious agents and other third parties who act on the supplier's instructions. 

10.1 The Supplier undertakes to comply with the ten principles of the UN Global Compact, the five basic principles of the International Labor Organization (ILO) and the following precepts and prohibitions.

10.2 Act on Corporate Due Diligence Obligations for the Prevention of Human Rights Violations in Supply Chains (Lieferkettensorgfaltspflichtengesetz) 

a) Deutsche Lufthansa Aktiengesellschaft must, subject to the obligations of the Act on Corporate Due Diligence Obligations for the Prevention of Human Rights Violations in Supply Chains (Lieferkettensorgfaltspflichtengesetz - “Supply Chain Act”), apply adequate human rights and environment related due diligence in its supply chains, with the aim

• to protect any protected legal positions, 

• to identify, detect and prevent human rights and environment-related risks, 

• to detect and terminate violations of human rights-related and environment-related obligations, and 

• to ensure that all its subsidiaries, including EWA, equally comply with these due diligence obligations. 

b) Protected legal positions comprise of, among others, but not limited to, the following precepts and prohibitions: prohibition of child labor; prohibition of forced labor and all forms of slavery, exploitation, humiliation and abuse; prohibition of disregard for occupational safety and health and protection from work-related health hazards; disregard for freedom of association and the right to collective bargaining; prohibition of unequal treatment in employment; prohibition of the withholding of an adequate living wage; prohibition of the destruction of natural resources through environmental pollution; prohibition of unlawful infringement of land rights; prohibition of the commission or use of private or public security forces which, due to a lack of instruction or control, may lead to harm to life and limb; prohibition of any act or omission in breach of duty to act that goes beyond the foregoing and which is directly likely to impair, in a particularly serious manner, a protected legal position within the meaning of section 2 paragraph 2 of the Supply Chain Act and the unlawfulness of which is obvious upon reasonable assessment of all the circumstances in question; prohibition of the production, use and/or disposal of mercury pursuant to the Minamata Convention; prohibition of the production and/or use of substances within the scope of the Stockholm Convention (persistent organic pollutants - POPs) as well as the non-environmentally sound handling of wastes containing POPs; prohibition of the import or export of hazardous wastes within the meaning of the Basel Convention.
Terms used in this Section 10 (Corporate Social Responsibility, Human Rights and Environmental Protection) have the same meaning as in the LkSG.

The LkSG is available at: 

https://www.bgbl.de/xaver/bgbl/start.xav?startbk=Bundesanzeiger_BGBl&jumpTo=bgbl121s2959.pdf#__bgbl__%2F%2F*%5B %40attr_id%3D%27bgbl121s2959.pdf%27%5D__1680275201128

10.3 Supplier ́s undertakings 

a)  The Supplier undertakes to render any service and to fulfill any of its obligations pursuant to this Agreement in compliance with the protected legal positions and thereby not to cause any human rights and environment-related risk or any violation of a human rights-related or environment-related obligation. This undertaking applies to the extent, that it does not violate any binding mandatory law applicable to the Supplier. If any applicable law prohibits Supplier’s compliance with any of the protected legal positions or identification, prevention, and termination of any human rights and environment-related risk or violation of a human rights-related or environment-related obligation, the Supplier will immediately notify EWA of the contradicting regulation in written form.

b)  If EWA requests information from the Supplier in context of its risk analysis to be carried out in accordance with the Supply Chain Act in order to identify or assess human rights or environment-related risks, the Supplier will provide EWA adequately with the required information to the extent permitted by applicable law. The Supplier agrees that for the purposes of its risk analysis, EWA transfers relevant information on the contractual relationship with the Supplier to a third party specialized on risk analysis that processes the information on behalf of EWA.

c)  EWA may request the Supplier to participate in human rights and environment-related trainings. If EWA provides Supplier with a corresponding training, Supplier shall participate in it. Alternatively, the Supplier shall provide EWA with evidence that comparable training has been conducted. 

d)  If, in relation to the performance of obligations under this Agreement, the Supplier identifies or otherwise gains knowledge of a potential violation of a human rights-related or environment-related obligation in its business operations, the Supplier undertakes to inform EWA of this and of the measures it has taken as a consequence.

e)  If EWA becomes aware of a risk or violation within the meaning of the Supply Chain Act in the Supplier’s supply chain, EWA may request the Supplier to immediately investigate the potential risk or violation itself or audit the Supplier occasion-related in accordance with paragraph 10.4. If EWA requests the Supplier to conduct its own investigation, the Supplier shall coordinate the investigation with EWA and inform EWA regularly or upon request in writing about its status and results. Upon EWA’s request, persons designated by EWA may participate in the investigation on-site. To the extent available and permissible under applicable law, the Supplier shall provide EWA with all relevant documents, information, and evidence necessary to evaluate the investigation and its results. 

f)  If an investigation by the Supplier or an audit pursuant to paragraph 10.4 reveals that a violation of a human rights-related or environment-related obligation in the Supplier’s supply chain has occurred or is imminent, the Supplier is obliged to cooperate with EWA and to support EWA with best efforts in taking the measures required by the Supply Chain Act with a view to terminating, avoiding and minimizing human rights and environment related risks or violations of human rights- related and environment- related obligations, in particular in implementing any necessary preventive and remedial measures. While developing and implementing these measures, EWA may temporarily suspend the business relationship with the Supplier including this Agreement, except for the obligations resulting from this clause 10.0 or 11.0.

g)  The Supplier undertakes [at the request of EWA, for example in the event of a significant change in the risk situation or in the event of a suspicion in accordance with paragraph 11.1,] to inform its employees about the complaints procedure established by EWA in accordance with the Supply Chain act and how to assess it. This information can be found at https://investor- relations.lufthansagroup.com/en/corporate-governance/compliance/whistleblowing-system.html. 

h)  The Supplier undertakes

• [to inform its suppliers who provide services in connection with this Agreement about EWA’s complaint procedure and to use best efforts to oblige them to inform their employees accordingly, and], 

• to use best efforts to adequately address and to demand the obligations arising from this clause 10 in their own supply chains and to pass them on to their direct suppliers in an obligatory manner.
  

Upon request, the Supplier will adequately inform EWA of the results of its efforts.

10.4 Once a year or occasion-related, for example in the event of a significant change in the risk situation or in the event of a suspicion in accordance with paragraph 10.4, EWA is entitled, in accordance with the following provisions, to conduct an audit on the Supplier’s business and industrial premises and within its business operations in the scope necessary to identify and assess human rights and environment- related risks or violations of human rights-related or environment-related obligations in the supply chain and to assess and determine whether the Supplier complies with its obligations pursuant to this clause 10.4 (“Audit”):

a)  EWA shall notify the Supplier with a prior two-weeks’ written notice of the Audit.

b)  EWA may mandate a third party, which is bound to professional objectivity and secrecy, to conduct the Audit. 

c)  The Audit shall be conducted during the Supplier ́s regular business hours.

d)  EWA will ensure that any Audit disturbs the Supplier’s business operations as little as possible; EWA will protect confidential information and trade secrets of the Supplier as well as the personal data of the persons affected by the Audit. 

e)  The Supplier shall cooperate with EWA, or the third party mandated by EWA in an appropriate manner during any Audit by allowing EWA or the third party the necessary level of access to its documents, truthfully answering EWA’s or the third party’s questions and itself offering truthful information that could be helpful in clarifying the facts. The Supplier shall ensure that any consent to pass on and use personal data of persons affected by the review is obtained in writing and that only the necessary scope of personal data is transmitted to EWA.

f)  The Supplier bears the costs of the Audit. 

10.5. The Supplier shall ensure that its Subsidiaries and subcontractors comply with the same obligations and that EWA may audit their premises in accordance with the aforementioned provisions. For EWA, the same provisions as stipulated in paragraph 10.4 apply respectively.

10.6. The Supplier assures to comply with the expectations of the Lufthansa Group as expressed in its Supplier Code of Conduct (https://www.lufthansagroup.com/en/suppliers.html). 

10.7. The obligations to be complied with by Supplier pursuant to this clause 10.0 may be adjusted at any time depending on the results of the risk analysis continuously conducted by EWA. The Supplier will be informed by EWA one month prior to the entry into force of any adjustment and has the option to object to this within two weeks from the date of knowledge, of which EWA will again inform the supplier separately in each individual case.

11.1. If the Supplier (including any third parties employed, mandated or commissioned by the Supplier in connection with this Agreement) is suspected of breaching its obligations pursuant to clauses 9 or 10, or if the declarations being made pursuant to these clauses are incorrect, Lufthansa may request the Supplier to immediately investigate the suspicion itself or audit the Supplier occasion-related in accordance with paragraph 10.4.

11.2. If EWA requests the Supplier to investigate the suspicion, the Supplier will regularly or upon request inform EWA of the status of the investigation, and their result. Upon EWA’s request, persons designated by EWA may participate in the investigation on-site. To the extent available and permissible under applicable law, the Supplier shall provide EWA with all relevant documents, information, and evidence necessary to evaluate the suspicion or the false declaration.

11.3. If the suspicion is confirmed, the Supplier will provide EWA with a written statement of the measures it is taking to end and remedy the identified violation and to prevent future violations. If the Supplier fails to comply within a reasonable period of time, or if the measures are not sufficient to end, remedy or prevent future violations according to objective standards, or if it is a repeated violation, EWA is entitled, notwithstanding any other rights, to terminate this Agreement as well as any other contractual relationships without further notice.

11.4. If a violation by the Supplier of its obligations under clause 10.0 is to be assessed as very serious or if any remedial measures pursuant to paragraph 10.3 do not provide a remedy or if there are no milder means for EWA to to end or mitigate the consequences and extent of a violation of human rights-related or environment-related obligations, this shall in each case be deemed an important reason entitling EWA, notwithstanding any other rights, to terminate this Agreement as well as any other contractual relationship with the Supplier without notice.

11.5. Any termination pursuant to this clause 11.0 shall not affect the Supplier's obligation to provide any agreed termination support. 

12.1 The supplier shall be liable according to the provisions of statute. Specifically, the supplier shall be liable for any damage/loss, incl consequential loss, incurred by EWA from any non-compliant delivery or service, unless the supplier submits evidence that it is not answerable for such damage/loss.

12.2 In its deliveries and services, the supplier shall adhere to the recognized state of the art, recognized safety regulations as well as the relevant accident prevention, environmental and industrial-safety rules. If these regulations are not heeded, the order shall be deemed not properly fulfilled. EWA may claim any resulting damage/ loss from the supplier. 

13.1. The supplier shall be liable for ensuring that work or services performed are free from any third party rights, unless it is not answerable for the infringement of rights.

13.2. In any infringement as set forth in 13.1 the supplier shall release EWA, upon first written demand, from any liabilities that arise from a service being burdened by rights claimed by third-parties, specifically industrial-property rights. The same shall apply to any foreign copyright of which the supplier was aware, or was not aware due to gross negligence.

13.3. EWA shall notify the supplier without delay of the assertion of such claims against it. The supplier shall support EWA in averting such claims and assume the costs incurred therefore, specifically litigation and lawyer's fees. To the extent that EWA has defence measures reserved to it on legal grounds, EWA shall be entitled to an advance payment of the estimated defence costs.

13.4. In the event that use of the services performed by the supplier is prohibited by a court decision or if, in the opinion of one party, a lawsuit threatens on the grounds of an infringement of copyright, the supplier shall take remedial action, unless it is not answerable for the infringement. Such remedial action may consist in the supplier obtaining the disputed rights for EWA or amending or re-performing its contractual services in a manner that no longer infringes a copyright. Any failure to take remedial action or any resulting lack of success shall entitle EWA to rescission. 

Any plans, drawings and other records made available shall remain EWA's property. They shall be promptly returned once the order is completed. 

15.1. Any contractual and personal data (irrespective of whether in writing, oral or in any other form) are subject to secrecy, viz. even if they are not marked as such. The supplier undertakes to treat in secret such data, unless they are in the public domain anyhow or are expressly intended for publication or are later lawfully obtained from third parties without infringing the terms of the contract. Any passing on of confidential information to third parties shall require the consent of EWA. EWA is entitled to pass on confidential information to companies affiliated with it as defined by sec. 15 et seqq. of Germany's Stock Corporation Act (AktG).

15.2. The provisions of statute and operational regulations governing data privacy shall be heeded. The supplier shall impose a corresponding duty on any employees and vicarious agents coming into contact with the contractually owed service and shall hand over to EWA the record of such commitment upon request. To the extent that personal data are processed or used by order, the parties shall promptly conclude a data-protection agreement pursuant to the provisions of Germany's Federal Data Protection Act (BDSG).

15.3. The supplier undertakes to maintain secrecy in respect of data that became known to it also beyond the end of the contractual relations. The supplier undertakes to return to EWA or – at EWA’s request – to destroy any data and records after this agreement has ended. 

The supplier may advertise its business relationship with EWA only with the latter's prior consent. 

EWA shall be entitled to offset any claims of the supplier, whether due or not yet due from EWA or from a company with which EWA is affiliated as defined in sec. 15 et seqq. AktG, with its own claims or with claims of the companies named. A list of companies affiliated with EWA as defined in sec. 15 et seqq. AktG, including, in particular, Lufthansa Technik AG, Lufthansa Cargo AG and Lufthansa Systems AG, will be sent upon request. 

18.1 The contractual relations between the supplier and EWA are subject to German law without the conflict-of-laws rules, and ousting the UN Convention on the International Sale of Goods (CISG). The contract language is German. If other languages are used, the German wording shall be authoritative.

18.2 The courts at Cologne, Germany, shall have exclusive jurisdiction in any disputes, including proceedings based on documents and bills of exchange, under or in connection with the contractual relations or with the emergence, efficacy or termination of the contract.