General Terms and Conditions of Purchase of Marvel Fusion GmbH (hereinafter: GTC)
As at 05/2026
Scope of Application of the GTC
1. The following GTC shall apply to all orders, commissions and contracts (including but not limited to purchase and supply contracts, contract for results (“Werkverträge”), contract for work and materials (“Werklieferverträge”), service contracts (“Dienstverträge”), etc.) (hereinafter collectively: Purchase Orders) in which Marvel Fusion GmbH and/or any companies affiliated with Marvel Fusion GmbH within the meaning of section 15 of the German Stock Corporation Act (AktG) (hereinafter in each case: Marvel Fusion) are the ordering party, principal and/or purchaser, unless otherwise agreed in text form as defined by section 126 b German Civil Code (BGB) (hereinafter: Text Form). The following GTC shall apply only vis-à-vis entrepreneurs and/or legal entities under public law or a special fund under public law within the meaning of section 310 (1) of the German Civil Code (BGB).
2. The GTC shall be updated by Marvel Fusion from time to time; the respective current version can be found at www.marvelfusion.com. The version status of the GTC to which the Purchase Order refers in Text Form shall apply; if the Purchase Order does not specify a version, the version of the GTC respectively published as current at the time of conclusion of the contract shall apply. The GTC exist in a German and an English version; the version whose language corresponds to the language of the Purchase Order shall prevail.
3. Pre-formulated contractual terms and conditions of the supplying party (hereinafter also: Supplier) described as “General Terms and Conditions of Supply” or similar shall not apply and their inclusion is hereby expressly rejected. They shall also not be recognised by unconditional acceptance of documents (order confirmations, delivery notes, etc.) in which reference is made to them and/or the acceptance of deliveries/ services as well as by performance or other acts on the part of Marvel Fusion.
4. Following the initial incorporation of the GTC into a Purchase Order, they shall also apply in the ongoing business relationship with the Supplier to all future transactions and deliveries, without any need for renewed reference to the GTC and renewed incorporation.
5. Any legally binding declarations by Marvel Fusion shall require Text Form. Declarations by Marvel Fusion that contain obvious mistakes, typographical errors or calculation errors shall not be binding and shall oblige the Supplier to seek clarification.
6. In the event of a conflict between a Purchase Order and a provision of the GTC, the former shall prevail.
Purchase Order Conclusion, Amendment and Cancellation
7. Silence on the part of Marvel Fusion, e.g. in response to a deviating order confirmation of the Supplier or to a written summary of a preceding oral negotiation or meeting by the Supplier, shall not constitute consent by Marvel Fusion.
8. Mere enquiries by Marvel Fusion, in particular invitations to submit offers, shall be non-binding and shall not entitle the Supplier to any kind of remuneration; the Supplier shall in any event bear the expenses for preparing the offer itself.
9. If the Supplier does not expressly reject the Purchase Order placed by Marvel Fusion in Text Form within a period of 7 calendar days, the contract with the content and delivery date specified in the Purchase Order shall be deemed bindingly confirmed and concluded, provided that Marvel Fusion has
expressly informed the Supplier in the Purchase Order in Text Form of these consequences.
10. Offers and cost estimates of the Supplier shall be binding and may be accepted by Marvel Fusion within the acceptance period; if no acceptance period is stated, the Supplier’s offer may be accepted by Marvel Fusion within 6 weeks from receipt.
11. If Marvel Fusion’s Purchase Order was not preceded by a binding offer of the Supplier, Marvel Fusion shall be entitled to revoke the Purchase Order if Marvel Fusion does not receive the Supplier’s Purchase Order confirmation within 7 calendar days after receipt of the Purchase Order. To the extent that the Supplier’s Purchase Order confirmation deviates in content from Marvel Fusion’s Purchase Order, the Supplier must specifically highlight this in the Purchase Order confirmation; such deviations shall become part of the contract only to the extent that Marvel Fusion expressly accepts them in writing.
12. Prior to delivery or performance, Marvel Fusion may at any time request an amendment of a Purchase Order in Text Form, provided that this is communicated to the Supplier at least 10 calendar days before the delivery or performance date. The Supplier may reject such request only for good cause. If
the Supplier does not respond to an amendment request made by Marvel Fusion in Text Form, Section 9 of these GTC shall apply mutatis mutandis.
13. Marvel Fusion shall be entitled to cancel Purchase Orders in full or in part prior to delivery or prior to performance by a corresponding declaration in Text Form, to the extent that Marvel Fusion’s need for ordered goods or services ceases prior to their delivery or prior to performance for reasons that lie outside the control of Marvel Fusion. This applies in particular to unforeseeable disruptions in the supply relationship with customers or an unforeseeable failure of internal research and development projects, to the extent that this causes the cessation of need. In this case, Marvel Fusion shall reimburse the costs and expenses demonstrably incurred by the Supplier up to the cancellation in
reliance on the Purchase Order, unless the delivery of standard goods or services was cancelled and it is possible and reasonable for the Supplier to dispose of them to a third party. Upon request by Marvel Fusion, prior to its decision on the cancellation, the Supplier shall without undue delay provide
information in Text Form regarding the costs and expenses and its possibilities of third-party disposal of standard goods or services. If the Supplier does not provide the information or provides it late, the Supplier shall also have no reimbursement claim under this Section. Statutory termination rights of
Marvel Fusion (e.g. pursuant to section 648 German Civil Code (BGB))) shall remain unaffected.
Delivery/Performance
14. The delivery/performance date shall be the date specified by Marvel Fusion in the respective Purchase Order by which the delivery/performance must be made at the place of delivery/performance or must be completed. If a delivery period is stated, it shall begin upon receipt of the Purchase Order. Timeliness shall be determined by the possibility for Marvel Fusion to take over or accept the delivery/performance. The Supplier acknowledges that compliance with the
delivery/performance date and the place of delivery/performance constitutes a material contractual obligation.
15. Marvel Fusion shall be entitled to reject an early or late delivery/performance and to return it to the Supplier at the Supplier’s risk and expense. In the event of early deliveries, Marvel Fusion shall be entitled to invoice the Supplier for resulting costs (e.g. storage or insurance) and/or to deduct them from the remuneration.
16. In the event of (threatened) delay, the Supplier - irrespective of the reason for the delay - shall be obliged to inform Marvel Fusion thereof without undue delay in Text Form, stating the reasons and the expected (further) delay.
17. Marvel Fusion shall be entitled to reject partial, short or excess deliveries/performances and to return them to the Supplier at the Supplier’s risk and expense. Sentence 2 of Section 15 of these GTC shall
apply mutatis mutandis.
18. The delivery of goods/services to be manufactured or developed shall require acceptance declared by Marvel Fusion in Text Form. Upon acceptance, the transfer of risk shall take place pursuant to Section 25 of these GTC. Implied acceptance by use of the goods/service by Marvel Fusion or by silence
upon any acceptance period is excluded.
19. With each delivery, a delivery note shall be handed over to Marvel Fusion, stating, item by item, the type and quantity of the delivered goods with the respective Purchase Order and article numbers, the Marvel Fusion Purchase Order number, as well as all information for determining eligibility for preferential treatment (e.g. declaration of origin) and for customs classification (country of origin and customs tariff number (HS Code)). The delivery note must be sent in digital form to the e-mail-address indicated in the Purchase Order purchasing@marvelfusion.com .
20. In the event of delay, the Supplier shall be obliged to pay to Marvel Fusion a contractual penalty due immediately in the amount of 1% of the net value of the Purchase Order item affected by the delay for each commenced time unit of the delay, but not more than 5% of the net value of the Purchase Order item affected by the delay. The time unit shall be one calendar day for contractual delivery periods of less than one month. The time unit shall be one calendar week for contractual delivery periods of more than one month. Upon appropriate evidence, the Supplier shall compensate any further damage as well as any other expense incurred by Marvel Fusion due to threatened or actual delay (e.g. costs
for expedited transport). Marvel Fusion’s right to rescind from the contract (in whole or in part) shall remain unaffected thereby.
21. The Supplier shall inform Marvel Fusion in Text Form prior to conclusion of the contract about the necessity of awarding the Purchase Order or individual parts thereof to a subcontractor (hereinafter: Subcontractor). The assignment and subcontracting of Purchase Orders to third parties shall be impermissible without Marvel Fusion’s consent in Text Form and shall entitle Marvel Fusion to
withdraw from the Purchase Order in whole or in part and to claim damages. In any event, i.e. also in the event of Marvel Fusion’s consent to (partial) subcontracting, the Supplier shall remain fully responsible itself for performance of the contract. Any self-supply reservations as well as exclusion of liability Sections (e.g. “offer or price subject to change”, “delivery subject to availability”) of the Supplier are hereby expressly rejected. If the Supplier does not sufficiently indicate that it is not the manufacturer of the goods, it shall, in case of doubt, owe the manufacture and delivery of goods ordered by Marvel Fusion and must be treated legally as a manufacturer.
22. Even without explicit mention in the Purchase Order, the scope of delivery shall in each case also include data sheets, assembly instructions, operating and maintenance manuals as well as spare parts and wear parts lists in German or English.
23. The Supplier shall be obliged to obtain, at its own expense, all foreign trade law (import) permits and to keep Marvel Fusion informed about the requirement of any export permit. The same shall apply to any dual-use classification of the ordered goods.
Place of Delivery/Performance, Transfer of Risk and Title
24. Unless stated otherwise in the Purchase Order, the place of delivery/performance as well as the place of performance shall be that site of Marvel Fusion for which the delivery/performance is intended. The delivery/performance shall additionally be made at the time agreed in Text Form and in the manner agreed in Text Form. Subject to any other agreement in Text Form, the delivery shall be made in accordance with “DDP specified place of delivery/performance” (Incoterms 2020).
25. The risk shall pass only after unloading and taking over of the goods at the place of delivery or acceptance of a work performance at the place of performance.
26. Goods delivered to Marvel Fusion shall pass into the unrestricted title of Marvel Fusion at the latest upon full payment. Marvel Fusion will not recognise and accept any retention of title going beyond the Supplier’s simple retention of title. Irrespective of any retention of title, Marvel Fusion shall be entitled to use, further process and dispose of delivered goods as well as to combine and mix delivered goods with other goods.
Prices, Invoice and Payment
27. The prices stated in the Purchase Order are gross fixed prices and shall also remunerate the Supplier for all fees, taxes and other duties, transport and insurance costs of the delivery/performance as well as other expenses for the complete provision of the delivery/performance (in particular: customary industry packaging) to be paid by it.
28. In the absence of any other agreement in Text Form, the Supplier shall invoice prices in EUR and shall issue invoices accordingly.
29. Invoices shall comply with the respective statutory requirements at the time the invoice is issued and shall contain all information required for verification of the invoice amount, in particular the related Marvel Fusion Purchase Order number or cost centre. If this is not the case, any resulting delays in payment of the invoice shall be the responsibility of the Supplier. Marvel Fusion also reserves the right to return invoices that do not comply with the stated requirements without processing; in this case, the invoice shall be deemed not issued. Invoices must be sent in an electronically structured format (e-invoice) to the e-mail-address indicated in the Purchase Order accounting@marvelfusion.com . Contractually agreed advance payment invoices must also comply with statutory requirements and a final invoice must mandatorily be issued. If the delivery/performance is incomplete or defective, Marvel Fusion shall be entitled to withhold payment until complete, defect-free performance.
30. Unless otherwise agreed and subject to complete and defect-free delivery/performance, payment shall be made within 14 calendar days from receipt of the invoice less 3% cash discount, or within 60 calendar days net. Payment shall be timely if the instruction to carry out payment is given on the last
day of the aforementioned period.
31. No other declaratory content may be attributed to a payment by Marvel Fusion; in particular, a payment shall not constitute (unconditional) acceptance and/or an acknowledgement of a claim, neither as to basis nor as to amount.
32. Default interest at the rate of 5% p.a. shall be deemed agreed. Default shall not occur if the Supplier has not invoiced in accordance with the provisions of these GTC.
33. Marvel Fusion shall at all times be entitled to set off its own claims (and/or claims of affiliated companies). Set-off by the Supplier against any claims of any kind is excluded, unless such claim has been acknowledged by Marvel Fusion in Text Form or has been finally adjudicated by a court.
34. The assignment of the Supplier’s claims against Marvel Fusion shall require the prior consent of Marvel Fusion in Text Form.
Taxes, Withholding Tax and Duties
35. All taxes, duties and other public charges owed by the Supplier in connection with the delivery/performance - of any kind and under any jurisdiction - shall be included by the agreed prices, unless expressly agreed otherwise in the Purchase Order. The statutory value added tax owed shall be stated separately.
36. To the extent that Marvel Fusion is legally obliged to withhold withholding taxes or similar deductions from payments to be made to the Supplier (including, but not limited to, withholding taxes pursuant to sections 50a, 43 of the German Income Tax Act (EStG) or comparable foreign provisions) and to remit such amounts to the competent tax authorities, Marvel Fusion shall be entitled and obliged to do so. The withheld amount shall to that extent be deemed paid to the Supplier. Marvel Fusion shall provide the Supplier without undue delay with a certificate regarding the amount withheld and remitted.
37. The Supplier shall bear the economic burden of all withholding taxes and similar tax deductions. There shall be no increase of the agreed remuneration to compensate for such withholding tax deductions (so-called gross-up obligation), unless expressly agreed in Text Form.
38. The Supplier shall be obliged to provide Marvel Fusion in due time with all documents required for the application of a reduced withholding tax rate or a withholding tax exemption under an applicable double taxation agreement or other tax provisions, in particular valid certificates of residence and exemption certificates. If the Supplier does not provide the required documents in due time, the tax shall be deducted at the full statutory rate; reimbursement by Marvel Fusion shall be excluded.
39. The Supplier shall indemnify and hold harmless Marvel Fusion from and against all tax assessments, interest, late payment surcharges and fines that are based on the Supplier not having fulfilled its tax obligations - in particular the proper remittance of value added tax or the provision of correct tax certificates.
Quality Assurance/Defect Liability and Warranty
40. Any goods delivered by the Supplier and any work performance rendered by it must comply with the properties (specification) contractually agreed in Text Form, the properties usually presumed and/or objectively required, the properties of a sample, model or prototype delivered in advance by the Supplier and approved by Marvel Fusion, as well as all relevant standards and (legal) regulations, in particular those relating to chemicals and prohibited ingredients (REACH Regulation, RoHS Directive). In addition, the requirements in any tender documents used by Marvel Fusion shall be complied with and the state of the art recognised at the time of ordering, both with regard to the manufacturing method and with regard to the design and condition of the goods or the execution of work performance, shall be observed. Any delivered goods and any work performance must furthermore be delivered as new original goods, unless expressly agreed otherwise in the Purchase Order. Any delivered goods and any rendered work performance must have the design approvals, permits and/or certifications contractually agreed in Text Form or required for the agreed or usually intended purpose. In the event of contradictions between the aforementioned requirements, the highest standard of requirements shall always prevail.
41. If the Supplier is of the opinion that tender documents or other instructions are contradictory, incomplete, unclear and/or nonsensical, it shall inform Marvel Fusion thereof without undue delay, in any event prior to submission of an offer, in Text Form and shall make a proposed solution.
42. The Supplier shall be obliged to fully inspect the quality and quantity of its delivery/performance itself and, if applicable, to inform Marvel Fusion without undue delay of any defect. The Supplier shall be obliged to maintain a quality management system at its own expense (e.g. in accordance with DIN EN
ISO 9001) and to provide evidence of its certification. Upon request by Marvel Fusion, in particular in the case of planned series deliveries, the Supplier shall negotiate and conclude a quality assurance agreement in Text Form with Marvel Fusion. Only in the case of a mutual commercial transaction (sale of goods and contract for work and materials) shall Marvel Fusion inspect, without undue delay after receipt of the deliveries at the place of delivery/performance, whether they correspond to the ordered quantity and ordered type, whether externally recognisable transport damage or externally recognisable defects exist. If Marvel Fusion discovers a defect during the aforementioned inspections or thereafter, it shall notify the Supplier thereof. Notices of defects may be raised within one month from delivery or performance, or, if the defects are only noticed upon processing or use, within one month from the time of their discovery. Marvel Fusion shall not be subject vis-à-vis the Supplier to any inspections and notifications beyond those stated above, in particular not in the case of Purchase
Orders that do not constitute a mutual commercial transaction.
43. At Marvel Fusion’s option, the Supplier shall be obliged, within a reasonable period, to replace defective goods and/or to re-perform defective work results, to remedy the defect - in each case at its own expense and at its own risk - or to grant Marvel Fusion an appropriate price reduction and issue a credit note. Marvel Fusion shall be entitled to demand the replacement of the entire delivery of goods or the rescission (“Rücktritt”) from the contract even if only individual items or parts of the delivery/performance are defective. The right to rescind from the contract (in whole or in part) shall remain unaffected thereby. Replacement deliveries shall pass into the title of Marvel Fusion upon their
delivery. The return shipment of defective goods shall be at the Supplier’s risk and expense.
44. The Supplier shall be obliged to collect and store, in accordance with the state of the art, all information required for item-by-item identification of serially produced goods (serial and batch numbers, date codes, etc.) and, upon request by Marvel Fusion, to provide such information without undue delay and free of charge, failing which resulting (search, recall, etc.) costs shall be borne in full
by the Supplier. In addition, the Supplier shall bear Marvel Fusion’s expenses for any required removal and installation of defective goods or delivery of work and materials and for any required defect (suspected defect) analysis. The internal labour expense of Marvel Fusion to be compensated under these GTC shall be invoiced at an hourly rate of EUR 75.
45. Claims for defects in title to goods shall become statute-barred after 3 years, unless the law provides for longer limitation periods. Claims for defects in title to rights shall become statute-barred after 5 years, unless the law provides for longer limitation periods. In the case of deliveries without installation and assembly, the limitation period shall commence upon receipt at the place of destination designated by the ordering party; in the case of deliveries with installation or assembly as well as work performances, upon their acceptance.
Rights in Performance Results
46. To the extent that a Purchase Order includes or relates to development or adaptation services for Marvel Fusion, Marvel Fusion shall receive all exclusive rights of use and exploitation in the tangible and intangible results of such performance by the Supplier, at the time of their respective creation, and may commercially use and exploit them without any temporal, territorial or material restriction. If the performance results consist of transferable IP rights, the Supplier shall be obliged to take without undue delay all legal and organizational steps to ensure the complete, unrestricted and unencumbered transfer of rights. All costs arising from and in connection with the granting or transfer of such rights (including any employee inventor remuneration to be paid by the Supplier) shall be covered by the price agreed with Marvel Fusion in the Purchase Order.
47. The Supplier warrants pursuant to Sections 40 to 45 of these GTC that its delivery/performance does not infringe any IP rights or copyrights, whether its own or those of third parties. To the extent that the delivery/performance to be rendered by the Supplier involves the use of industrial property rights and
copyrights which the Supplier already held prior to the Purchase Order or which third parties hold vis--vis Marvel Fusion up to the time of delivery/performance, the Supplier shall ensure free of charge for Marvel Fusion that Marvel Fusion receives those non-exclusive rights of use and exploitation in such industrial property rights and copyrights which are required for the use of the ordered goods/service by Marvel Fusion as agreed in the Purchase Order or as intended.
Indemnification, Liability, Insurance
48. Without prejudice to the Supplier’s liability under statutory provisions, the Supplier shall indemnify and hold harmless Marvel Fusion, its representatives, directors, executive officers and employees from and against all claims for damages and reimbursement of expenses by third parties due to defective
deliveries and services of the Supplier, in particular those arising from product and producer liability, or due to the infringement of industrial property rights or copyrights in connection with deliveries and services of the Supplier. In this respect, the Supplier shall also be obliged to reimburse Marvel Fusion for all costs and expenses arising from Marvel Fusion being obliged, due to defective deliveries of the Supplier, to examine, remove, replace, recall defective goods/services, carry out a field action, issue a warning or otherwise inform Marvel Fusion’s customers or third parties of a defect in the Supplier’s
deliveries. For internal expenses incurred at Marvel Fusion, sentence 3 of Section 44 of these GTC shall apply. Marvel Fusion shall inform the Supplier - insofar as possible and reasonable - about the content and scope of recall measures.
49. The Supplier shall furthermore be obliged to take out, at its own expense, public liability and product liability insurance appropriate to the volume of business with Marvel Fusion with a reputable insurance company and to maintain it for the duration of the business relationship with Marvel Fusion. The Supplier shall at all times be obliged, upon request, to provide evidence of the existence of such insurance. Marvel Fusion shall furthermore be entitled to pay any outstanding premium payments for the account of the Supplier.
Confidential Information
50. The Supplier shall be obliged to maintain confidentiality regarding the business relationship with Marvel Fusion and to use all non-public information relating to Marvel Fusion or its business partners (“Confidential Information”) only for the conclusion and performance of the Purchase Order and to keep it confidential even after performance of the respective contract; in particular, it shall be obliged to treat all non-obvious commercial and technical details, in particular the specifications, drawings, models, recipes and tools provided by Marvel Fusion, as trade secrets and not to use them for purposes outside their intended purpose - including for purposes of training AI systems. The Supplier shall oblige its employees and other representatives to maintain confidentiality. Only those employees of the Supplier shall have access to the Confidential Information whom the Supplier uses for performance of the contract and whose involvement is necessary for the purpose of performing the Purchase Order. Documents and all other data carriers shall remain the property of the party who
provided them; upon request they shall be returned without undue delay and without making copies. Any confidentiality agreements individually negotiated between the parties shall apply additionally and - in the event of conflict - shall prevail; the same shall apply to confidentiality declarations of the Supplier which it has made at the request of Marvel Fusion.
51. If and to the extent required for fulfilment of its contractual obligations, the Supplier may disclose information subject to confidentiality to its Subcontractor involved pursuant to Section 21, with Marvel Fusion’s prior written consent. A prerequisite for this is that the Subcontractor has committed itself to confidentiality at least to the extent of the preceding paragraph.
Final Provisions
52. These GTC and the legal relationships between Marvel Fusion and the Supplier arising from and in connection with Purchase Orders shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
53. The exclusive place of jurisdiction for all disputes arising from and in connection with Purchase Orders between Marvel Fusion and the Supplier shall be Munich, Germany, provided that the Supplier is a merchant. Marvel Fusion shall be entitled to sue the Supplier alternatively also at its general place of
jurisdiction or at any other competent court. The Supplier shall continue to perform all its contractual obligations in full and unconditionally irrespective of the pendency of a legal dispute or any related proceedings.
54. Should one or more provisions of these GTC, a Purchase Order or parts thereof be or become invalid, this shall not affect the remaining provisions or their constituent parts.