General Terms and Conditions of Purchase

1. General scope of applicability
1.1
Our General Terms and Conditions of Purchase apply exclusively; we do not accept any terms of the supplier that conflict with or deviate from our General Terms and Conditions of Purchase unless we have expressly agreed to accept them in writing. Our General Terms and Conditions of Purchase also apply without reservation if we perform the service for the supplier in the knowledge of any supplier conditions that conflict with or deviate from our General Terms and Conditions of Purchase. Only our written order in connection with these General Terms and Conditions of Purchase is authoritative for all contracts for goods, services and other services. Orders placed verbally or by telephone only become binding after our written confirmation (which may also be in electronic form). Deviations in written form or confirmations by the supplier or his general terms and conditions are not binding for us, even if we do not object. This also applies if the supplier does not expressly agree to the conditions of the order or the Terms and Conditions of Purchase.

1.2
All covenants agreed upon between our company and the supplier in performance of this agreement shall be fixed in writing in this agreement.

1.3
Our purchasing conditions only apply to entrepreneurs in accordance with Section 310 Para. 4 BGB [German Civil Code]).

1.4
Sub-suppliers or sub-contractors may only be used by the supplier with our prior written consent.

2. Offer and Offer documentation
2.1.
The supplier undertakes to accept our orders within a period of two weeks

2.2
We reserve all proprietary rights and copyrights to images, depictions, calculations and other documents; these 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. Upon completion of the order, they must be returned to us unsolicited. They shall be kept confidential from third parties; the provision in Section 9 para. (4).

3. Prices – Terms of Payment
3.1
Unless otherwise agreed in writing, the agreed price shall include delivery with carriage and insurance paid (CIP) to our place of delivery, including packaging. The return or collection of the transport packaging shall take place at the expense of the supplier.

3.2
The statutory value added tax is included in the price.

3.3
We can only process invoices if they indicate our order number. Suppliers are responsible for all consequences arising from failure to comply with this obligation, unless they can prove that they are not responsible for them.

3.4
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days from delivery and receipt of invoice with a 3% early payment discount, or net within 30 days of receipt of invoice.

3.5
We are entitled to set-off and retention rights to the extent permitted by law.

4. Delivery time
4.1
The deliveries and services shall be made on the date specified in the order or within the agreed period of time.

4.2
The supplier is obliged to notify us immediately in writing if circumstances occur or become apparent that suggest that the stipulated deadline cannot be met.

4.3
If delivery is delayed, we shall be entitled to assert all statutory claims. In particular, we are entitled to demand damages instead of fulfilment and to rescind the order if delivery is not made within a reasonable grace period. If we claim for damages, the supplier shall have the right to prove to us that he is not responsible for the breach of duty.

5. Transfer of risk – documents
5.1
Unless otherwise agreed in writing, delivery shall be to our place of delivery, insured carriage paid (CIP) in accordance with INCOTERMS.

5.2
The supplier is obligated to state our purchase-order number accurately on all shipping papers and delivery notes. Should the supplier fail to do so, we shall not be responsible for any delays in processing.

6. Investigation of defects – liability for defects
6.1
After arrival at the place of delivery, we initially only check that the delivery matches the shipping documents and that there is no visible transport damage. The supplier is obliged to carry out a comprehensive output inspection and thus to ensure that the services correspond to the order.

6.2
The warranty is based on the statutory provisions.

6.3
It is assumed that defects that occur within the first six months after delivery were already present upon delivery. Our statutory right to assert claims for defects remains unconditional. In any instance, we are entitled to demand, at our discretion, that the supplier remedy the defect or make a replacement delivery. We also expressly reserve the right to claim damages instead of such remedy or replacement.

6.4
We are entitled to remedy the defect ourselves at the supplier's expense if there is a risk of delay or the delivery is especially urgent.

6.5
The limitation period is 36 months after the risk has been transferred to us.

7. Product liability – Exemption – Third-party liability insurance
7.1
If the supplier is responsible for a product defect, he is obligated to hold us harmless from third-party claims for damages upon first request if the cause lies within the supplier's domain of responsibility and organisational capacity and if the supplier himself is liable in respect of rights and duties towards third parties.

7.2
Within the scope of his liability for cases of damage within the meaning of para. (1), the supplier is also obligated to reimburse any expenses incurred by us in connection with any recall initiated by us pursuant to sections 683, 670 BGB or sections 830, 840, 426 BGB. We shall inform the supplier - insofar as possible and deemed reasonable - about the contents and scope of the recall measures which are to be carried out and give him the opportunity to make representations. This shall not affect any other statutory claims.

7.3
The supplier undertakes to maintain appropriate product liability insurance; if we are entitled to further claims for damages, these thereby remain unaffected.

8. Industrial property rights
8.1
The supplier guarantees that no third-party rights are violated within Germany in connection with his delivery.

8.2
Should a third party avail itself of such claim towards us, the supplier shall be obliged to indemnify us against such claims upon first request; we are not entitled to come to any agreement with such third party without the agreement of the supplier, nor, in particular, to enter into any settlement.

8.3
The supplier's obligation to hold us harmless relates to any expenses which we necessarily incur through or in context with the assertion of claims against us by third parties.

8.4
This obligation shall last ten years, starting from the date on which the contract is signed.

9. Reservation of title – provision – tools – confidentiality
9.1
Insofar as we provide parts to the supplier, we reserve title to them. The supplier shall perform machining or alterations for us. If the goods to which we retain title are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of our goods (purchase price plus VAT) in relation to the other processed objects at the time of processing.

9.2
If the item provided by us is inseparably mixed with other items that do not belong to us, then we shall acquire co-ownership of the new item created in the ratio of the value of our reserved item (purchase price plus value-added tax) to the value of the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, the supplier hereby agrees to transfer to us pro rata co-ownership of the same. The supplier shall hold sole or co-ownership for us in trust.

9.3
We reserve the ownership rights for all tools; the supplier is obliged to use the tools only for the production of the goods we have ordered. The supplier is obliged to insure at original value all the tools that belong to us against damage through fire, water or theft. At the same time, the supplier hereby assigns all claims for compensation from such insurance to us; we hereby accept such assignment. The supplier is obliged to carry out any required maintenance and inspection work on our tools at his own expense and in a timely manner. They must notify us of any incidents immediately. If they culpably fail to do so, our claims for damages shall thereby remain unaffected.

9.4
The supplier is obligated to keep all provided depictions, drawings, calculations and other records and information in strict confidence. These may only be revealed to a third party on our express approval. This obligation shall survive the end of this contract and shall only expire if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.

9.5
Insofar as, in accordance with para. (1) and/or para. (2) the security interests to which we are entitled exceed the purchase price of all our unpaid retained goods by more than 10%, we shall be obliged to release the security interests at our discretion upon the suppliers' request.

10. Place of jurisdiction, place of fulfilment
10.1
If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall be entitled to seek redress against the supplier at their registered domicile.

10.2
Unless otherwise stated in the order, our place of business is the place of performance.

Version: 26/10/2020