General Terms and Conditions of Purchase

§ 1 General – Scope of application

(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.

(2) All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract

(3) Our Terms and Conditions of Purchase shall only apply to traders within the meaning of Section 310 (1) of the German Civil Code (BGB).

(4) Our Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.

§ 2 Offer – Offer documents

(1) The supplier is obliged to accept our order within a period of two weeks.

(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being asked. They must be kept confidential from third parties; in this respect, the provisions of § 9 apply in addition.

§ 3 Prices – Terms of payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes free delivery, including packaging. The return of packaging requires a separate agreement.

(2) The statutory value added tax is included in the price.

(3) We can only process invoices if these – in accordance with the specifications in our order – state the order number shown there; the supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.

(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 2% early payment discount, or within 45 days of receipt of invoice.

(5) We shall be entitled to all rights of set-off and retention to the extent permitted by law.

§ 4 Delivery time

(1) The delivery time stated in the order is binding.

(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.

(3) In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 1% of the delivery value per completed week, but no more than 5%; we reserve the right to assert further statutory claims (rescission and damages in lieu of performance). The supplier shall have the right to prove to us that no damage or significantly less damage has been incurred as a result of the delay.

§ 5 Transfer of risk – documents

(1) Unless otherwise agreed in writing, delivery shall be free of charge.

(2) The supplier shall be obliged to state our exact order number on all shipping documents and delivery invoices; if he fails to do so, we shall not be responsible for the resulting delays in processing.

§ 6 Inspection for defects – Liability for defects

(1) We are obliged to inspect the goods within a reasonable period for any deviations in quality or quantity; the complaint shall be deemed to have been made in good time if it is received by the supplier within a period of three working days, calculated from receipt of the goods, or, in the case of hidden defects, from the time of their discovery.

(2) We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, remedy the defect or deliver a new item. The right to claim damages, in particular the right to claim damages instead of performance, is expressly reserved.

(3) We are entitled to remedy the defect ourselves at the supplier’s expense if the supplier is in default with subsequent performance.

(4) The statute of limitation is 24 months, calculated from the transfer of risk, unless the mandatory provisions of Sections 445b and 478 (1) of the German Civil Code (BGB) apply.

(5) All other mandatory provisions of the delivery recourse remain unaffected.

§ 7 – Compliance – Compliance with laws, safety, environmental protection. Hazardous substances

(1) The Supplier shall comply with all relevant laws, regulations, directives and industry standards in the fulfillment of the supply relationship. In particular, the goods must comply with the relevant European product safety, environmental and labor regulations (e.g. WEEE, BattV, ElektroG, Packaging Act, CE marking, etc.). The Supplier shall provide the Buyer with all information and documents about the goods that the Buyer needs to comply with legal regulations (e.g. consumer protection, environmental protection, conflict materials, etc.) or to fulfill the requirements of its customers. The Supplier shall provide the Buyer with suitable installation, operating and maintenance manuals, insofar as these are necessary for the use of the goods. These documents must contain all specific warnings and/or instructions in the relevant languages of the European Union.

§ 8 Product liability – Indemnification – Liability insurance cover

(1) Soweit der Lieferant für einen Produktschaden verantwortlich ist, ist er verpflichtet, uns insoweit von Schadensersatzansprüchen Dritter auf erstes Anfordern freizustellen, als die Ursache in seinem Herrschafts- und Organisationsbereich gesetzt ist und er im Außenverhältnis selbst haftet.

(2) Im Rahmen seiner eigenen Haftung für Schadensfälle im Sinn von Abs. (1) ist der Lieferant auch verpflichtet, uns etwaige Aufwendungen gemäß §§ 683, 670 BGB oder gemäß §§ 830, 840, 426 BGB zu erstatten, die sich aus oder im Zusammenhang mit einer von uns rechtmäßig durchgeführten Rückrufaktion ergeben. Über Inhalt und Umfang einer solchen Rückrufmaßnahme werden wir den Lieferanten – soweit möglich und zumutbar – rechtzeitig im Voraus unterrichten und ihm Gelegenheit zur Stellungnahme geben.

(3) We shall undertake the necessary notification of the relevant competent authority in accordance with the provisions of the Product Safety Act (ProdSG), in consultation with the supplier.

(4) The supplier undertakes to maintain product liability insurance with a lump sum cover of 10 (ten) million EUR per personal injury/property damage for the duration of this contract, i.e. until the respective expiry of the statute of limitation for defects; if we are entitled to further claims for damages, these shall remain unaffected.

§ 9 Protected rights

(1) The Supplier warrants that no third-party rights are infringed in connection with the delivery or by the delivery itself. The supplier further guarantees that any resale of the delivered goods within the European Union initiated by us does not infringe any third-party rights.

(2) If claims are asserted against us by a third party due to the infringement of rights within the meaning of paragraph (1), the supplier shall be obliged to indemnify us against these claims upon first written request.

(3) In the event of claims for damages by the third party, the Supplier reserves the right to prove that he is not responsible for the infringement of the third party’s rights. We are not entitled to make any agreements with the third party – without the supplier’s consent – in particular to conclude a settlement.

(4) The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with claims asserted by a third party, unless the supplier proves that he is not responsible for the breach of duty underlying the infringement of property rights.

(5) The statute of limitation for these claims is three years, beginning with the transfer of risk.

§ 10 Confidentiality

The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after this contract has been completed. However, it shall lapse if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become public knowledge or was demonstrably already known to the supplier at the time of notification within the meaning of sentence 1.

§ 11 Place of performance and jurisdiction

(1) If the supplier is a merchant and the underlying contract qualifies as a purchase contract, the contractual relationship shall be governed by German law; the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded; our registered office is the place of jurisdiction; however, we are also entitled to sue the supplier at the court of his place of business or residence.

(2) Unless otherwise stated in the order, our place of business shall be the place of performance.

As of July 2024