General terms and conditions of purchase

Status: April 2020

1 Scope of application

These Terms and Conditions of Purchase shall apply exclusively and only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as to legal entities under public law and special funds under public law; we shall not recognize any general terms and conditions of business of the Supplier that conflict with or deviate from these Terms and Conditions of Purchase unless we have expressly agreed to their application in writing. Our Terms and Conditions of Purchase shall also apply if we accept deliveries and services of the Supplier (hereinafter: subject matter of the contract) or pay for them in the knowledge of terms and conditions of the Supplier that conflict with or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase shall also apply to all future deliveries and services of the Supplier.

2 Conclusion of contract

Agreements, orders and delivery schedules as well as their amendments and supplements shall be made in text form or by remote data transmission. An order shall be deemed accepted if the supplier does not object within 5 working days from the order date.

Orders placed verbally or by telephone require our subsequent confirmation in text form. The same applies to verbal subsidiary agreements and amendments to the contract. We may request changes to the delivery item or the agreed service even after conclusion of the contract, provided that this is reasonable for the supplier. In the event of such changes, the effects for both parties, in particular with regard to additional or reduced costs as well as delivery dates, shall be reasonably adjusted. In all communications, please be sure to quote our correct order number.

3. prices

Prices quoted are fixed prices and DDP delivery address (INCOTERMS 2020) including packaging, but excluding VAT. Requests for quotations from the supplier are non-binding for us, but refer to a binding offer from the supplier. The preparation of offers shall be free of charge on the part of the supplier, in particular without charging for visits or the preparation of offers and projects. The supplier is bound to his offer for a period of 3 months after receipt of the offer by us.

4. subcontractors

The supplier is not entitled to use subcontractors for the performance of its services without our prior written consent. However, such consent may not be unreasonably withheld.

5 Payment, rights of set-off and retention

Unless otherwise agreed, payments shall be made within 60 days net without deductions, within 30 days less 2% discount or within 14 days less 3% discount. Payment periods shall commence upon receipt of a complete, proper and verifiable invoice, but not before receipt of the complete delivery or acceptance of the service (if agreed). Invoices shall be submitted to us separately in a single copy with all associated documents and data after the delivery / service has been performed, in a form that complies with the legal and accounting requirements. All invoices must contain the order numbers specified by us. Value added tax must be shown separately on all invoices. Only properly submitted invoices (i.e. error-free, complete, proper and auditable) shall be deemed received by us.

In the event of agreed advance payment, the supplier shall, at our request, provide adequate security in advance in the form of an unlimited, directly enforceable guarantee from a major German bank, waiving the defense of action in advance and payable on first demand. We shall be entitled to rights of set-off and retention to the extent provided by law. Any assignment of purchase price claims by the supplier shall require our prior written consent. This shall not apply to assignments to a credit institution as security for business loans or to the agreement of an extended reservation of title. In all other respects, the supplier may only set off counterclaims that are undisputed or have been established by a court of law. The supplier shall only be entitled to rights of retention insofar as they are based on the same legal transaction.

6 Place of performance, deliveries, packaging

Unless otherwise agreed in individual cases, delivery is DDP delivery address (INCOTERMS 2020). The supplier shall therefore bear the material risk until acceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order. Partial deliveries are not permitted unless we have expressly consented to them. In the event of consent, the remaining quantity shall be listed. For quantities, weights and dimensions, the values determined by us during the incoming goods inspection (item 10) shall be authoritative, unless proven otherwise.

The supplier undertakes to use environmentally friendly packaging which permits reuse or costeffective disposal. The packaging shall ensure protection against damage, soiling and moisture during transport and storage, so that assembly can be carried out at our premises, or those of a company commissioned by us, without additional expense. All information important for the contents, storage and transport must be visibly marked on the packaging. Returnable packaging will be sent back to the supplier’s address freight collect.

7. delivery dates

Agreed delivery dates are binding. If a calendar week is agreed as the delivery date, the Friday of that week shall be the last delivery date, provided that delivery is made within the known goods acceptance times.

If agreed dates are not met, the statutory provisions shall apply. If the supplier realizes that he is or will be unable to deliver in accordance with the contract with regard to production, the supply of input materials, compliance with the delivery date or similar circumstances, he must notify us immediately. Decisive for compliance with the delivery date or the delivery period shall be the handover of the goods at the place of receipt or use specified by us or – insofar as this has been agreed – the declaration of acceptance. The supplier may only invoke the absence of necessary information or documents to be supplied by us if he has not received them within a reasonable period despite a written reminder. In the event of a delay in delivery, we shall be entitled to charge a contractual penalty of 0.2% of the net value of the delayed delivery per working day, but not more than 5% of the value of the goods. Any further claims for damages shall remain unaffected.

The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims to which we are entitled on account of the delayed delivery or service; this shall apply until full payment of the remuneration owed by us.

In the event of earlier delivery than agreed, we shall be entitled, at our discretion, to store the delivery at the supplier’s expense and risk or to return it.

In the event of delays in delivery due to force majeure, the agreed delivery dates shall be extended by the duration of the hindrance. Force majeure shall be all external circumstances beyond the control of the contracting parties, such as natural disasters, strikes, warlike events, riots, official decrees, general shortage of energy and raw materials, unforeseeable blockage of transport routes.

Irrespective of the above, the supplier is obliged to inform us immediately of any delivery difficulties or delays of which he is aware, so that suitable measures can be taken to avert the damage as promptly and amicably as possible. Force majeure and other events beyond our control shall entitle us – without prejudice to our other rights – to withdraw from the contract in whole or in part to the extent that our interest in the performance ceases as a result.

9. secrecy/data protection

All business or technical information made available to the supplier by us (including documents, samples, business intentions, personal data, problems, data and/or solutions to problems and other know-how as well as information obtained by inspecting plants/equipment) shall be treated confidentially for the duration and after termination of the contractual relationship, and in particular shall not be passed on to third parties or exploited without authorization for our own business purposes. This shall apply accordingly to the conclusion and content of this contract. All information shall remain our exclusive property; we reserve all rights to it.

The supplier shall not be entitled to use for its own purposes products made according to documents designed by us, such as drawings, models or the like, or to offer or supply them to third parties or to have them offered or supplied by them. The supplier shall also impose these obligations on its employees and other third parties who may come into contact with the information and shall inform us accordingly. with the information and prove this to us upon request. This obligation to maintain secrecy shall not apply to information, which was already known to the supplier in advance, was lawfully acquired from third parties, is generally known or state of the art or has been released by us. The obligation to maintain secrecy for technical information shall end 5 years after termination of the contractual relationship.

After termination of this contractual relationship, the supplier shall return all documents and information without being requested to do so or destroy them at our request and provide us with proof thereof.

The parties shall comply with the rules of data protection, in particular if they are granted access to the other party’s operations or hardware and software. They shall ensure that their vicarious agents also comply with these provisions, in particular they shall oblige them to maintain data secrecy before commencing their activities. The parties do not intend to process or use personal data on behalf of the other party. Rather, a transfer of personal data shall only occur in exceptional cases as a secondary consequence of the contractual services of the parties. The personal data shall be handled by the parties in accordance with the provisions of data protection law.

10 Quality assurance and incoming goods inspection

The supplier is obliged to maintain a quality management system which is aligned with the latest state of the art. The supplier shall carry out inspections during production in accordance with its QMS. The supplier shall carry out a final inspection of the products to ensure that only defect-free goods are delivered. Acceptance of the delivery shall be subject to inspection for freedom from defects, insofar as and as soon as this is feasible in the ordinary course of business. This only includes identity, completeness and externally visible defects of the goods. In addition, the inspection of incoming goods shall be replaced by quality assurance at the supplier’s premises in accordance with paragraph 1; in this respect, the supplier waives the objection of late notification of defects in accordance with § 377 of the German Commercial Code (HGB).

11 Warranty

The statutory provisions on material defects and defects of title shall apply without restriction, unless otherwise stipulated below. In urgent cases, in particular to avert acute dangers or avoid major damage, we shall be entitled to carry out subsequent performance ourselves or have it carried out by a third party at the Supplier’s expense, provided that a request by the Supplier for subsequent performance is unreasonable due to the urgency. We undertake to inform the supplier without delay of such warranty cases and of the nature and scope of the urgent measures taken. Material defects and defects of title shall become statute-barred after 36 months. For subsequent performance within the limitation period, the limitation period shall recommence at the time when the supplier has fully satisfied our claims for subsequent performance. The supplier shall bear all costs incurred by us as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labor, material and other costs, costs incurred as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labor, material and inspection costs exceeding the usual scope. In the event of recourse, we shall be entitled to demand compensation from the supplier for the expenses incurred as a result of the defective performance, which we had to bear in relation to our customers.

The supplier shall be obliged to take back and dispose of packaging in accordance with the statutory provisions. He shall use environmentally friendly products and processes for his deliveries/services and also for subcontracted or ancillary services of third parties within the scope of economic and legal possibilities. The supplier shall be liable for the environmental compatibility of the products and packaging materials supplied and for any consequential damage resulting from the violation of your statutory disposal obligations. The supplier is also obliged to issue a certificate of condition for the delivered goods at our request.

12 Retention of title and other security rights

We shall be entitled to use and/or resell the delivered goods without restriction in the ordinary course of business. Machines and tools may only be produced for us, used for our orders and/or delivered to us, unless we expressly agree in writing to the use for third parties and/or the delivery to third parties.

13. product liability

In the event that claims are asserted against us on the basis of product liability, the supplier shall be obliged to indemnify us against such claims upon first request if and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the supplier and – in cases of fault-based liability – if the supplier is at fault. If the cause of the damage lies within the supplier’s area of responsibility, the supplier shall bear the burden of proof in this respect. In such cases, the supplier shall bear all costs and expenses, including the costs of any legal action or recall action. In all other respects, the statutory provisions shall apply.

14. tools/ drawings

We shall be exclusively entitled to all rights to molds, tools, reproductions, plans, samples, drawings and the like (hereinafter: tools) which have been manufactured and paid for at our expense or which are handed over to the supplier by us. Ownership rights shall pass to us at the latest at the time of payment. Tools shall be stored, maintained and serviced by the supplier free of charge and shall be protected and insured against unauthorized access, damage and destruction with the care exercised in its own affairs. The storage obligation shall end two years after the last use, unless otherwise agreed. After expiry of the storage period, the supplier shall, at our discretion and after prior notice, either send the tools to us or scrap them after obtaining our written approval. The supplier shall not be entitled to any rights of retention in this respect. The supplier shall check information provided by us for completeness and correctness and notify us immediately of any errors. In the case of incorrect documents (e.g. drawings), a correction on the part of the supplier, which will be subject to a charge, requires our prior written consent. Machines and tools manufactured on the basis of our documents

may only be produced for us, used for our orders and/or delivered to us, unless we expressly agree in writing to the use for third parties and/or the delivery to third parties.

15 Proof of origin

The supplier is obliged to hand over to us on request the necessary documents concerning the origin and, if applicable, the marking of the goods. He shall be liable for their correctness and verifiability by the competent authorities in accordance with the statutory provisions for compensation.

16. industrial property rights of third parties

The supplier warrants that its deliveries and services are free from third party industrial property rights (in particular patents, utility models, copyrights, etc.). In the event of an infringement of industrial property rights despite contractual use by us or our customers, the supplier shall be obliged to obtain the necessary rights from the owner of the industrial property rights at its own expense without delay.

The supplier shall indemnify us and our customers against all claims of third parties on account of alleged infringements of property rights upon first request. In addition, he shall reimburse us or our customers for all expenses incurred by us or our customers in connection with claims asserted by third parties.

17 Place of performance and place of jurisdiction

Unless otherwise agreed, the place of performance for the supplier’s delivery obligation shall be the place of use specified by us; for all other obligations of both parties, the place of our head office in Burgkirchen.

18. miscellaneous

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

cts General Terms and Conditions of Purchase

03.04.2020

Author: Roith. Rev.2