General Terms and Conditions of Purchase

§ 1 Applicability

(1) All deliveries, services and offers from our suppliers shall be made exclusively in accordance with these General Terms and Conditions of Purchase. These form an integral part of all contracts that we conclude with our suppliers in respect of the deliveries or services they offer. They shall also apply to all future deliveries, services or offers to the client, even if they are not specifically agreed upon again.
(2) The terms and conditions of our suppliers or third parties shall not apply, even if we do not specifically object to their validity in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of the supplier or a third party, this shall not constitute agreement to the validity of those terms and conditions.

§ 2 Orders and Contracts

(1) We are entitled to change the time and place of delivery, as well as the type of packaging, at any time by giving written notice at least 15 calendar days before the agreed delivery date. The same applies to changes to product specifications, provided that these can be implemented as part of the Supplier’s normal production process without significant additional effort; in such cases, the notice period specified in the preceding sentence shall be at least 30 working days. We shall reimburse the supplier for any proven and reasonable additional costs incurred as a result of the change. Should such changes result in delivery delays which cannot be avoided through reasonable efforts within the supplier’s normal production and business operations, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delivery delays it anticipates, based on a careful assessment, in good time before the delivery date, but at the very least within 5 working days of receiving our notification in accordance with sentence 1.
(2) We shall be entitled to withdraw from the contract at any time by giving written notice stating the reason, if, in the course of our business operations, we are no longer able to use the ordered products, or can only do so at considerable expense, due to circumstances arising after the conclusion of the contract for which the supplier is responsible (such as failure to comply with statutory requirements) or if the supplier’s financial circumstances deteriorate to such an extent after the conclusion of the contract that delivery in accordance with the contract cannot be expected.

§ 3 Prices, Terms of Payment, Invoice Details

(1) The price stated in the order is binding.
(2) Unless otherwise agreed in writing, the price includes delivery and transport to the delivery address specified in the contract, including packaging.
(3) Where, under the terms of the agreement, the price does not include packaging and the charge for the packaging – which is not merely provided on loan – is not expressly specified, this shall be invoiced at the proven cost price. At our request, the supplier shall take back the packaging at its own expense.
(4) The invoice must be issued immediately in a single copy, stating the exact order reference and the item number for each individual item, and must be issued separately for each order.
(5) Unless otherwise agreed, we shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice, with a 3 per cent discount, or within 90 days on a strictly net basis. For the purposes of determining whether payments owed by us have been made on time, receipt of our transfer order by our bank shall suffice.
(6) Any agreed advance or instalment payments shall not imply acceptance of the conformity of the relevant delivery or service with the contract.
(7) We do not accept payment by cash on delivery.
(8) All order confirmations, delivery documents and invoices must state our order number, the item number, the delivery quantity and the delivery address. Should one or more of these details be missing and this result in a delay in our processing of the order within the scope of our normal business operations, the payment terms specified in paragraph 4 shall be extended by the duration of the delay.
(9) In the event of late payment, we shall be entitled to charge interest on arrears at a rate of five percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
(10) Any additional costs incurred, for example, for expedited transport necessary to meet the delivery deadline shall be borne by the supplier. We shall only bear insurance costs if this has been expressly agreed by both parties.

§ 4 Delivery Time and Delivery, Transfer of Risk

(1) The delivery time (delivery date or period) specified by us in the order or otherwise applicable in accordance with these General Terms and Conditions of Purchase is binding. Early
deliveries are not permitted.
(2) For all consignments, a dispatch note must be sent to us immediately upon dispatch, specifying the exact contents and the full reference and number of our order. In addition, a delivery note with the same details must be enclosed with the delivery. Where delivery ex works or from the Supplier’s warehouse has been agreed, consignments must be transported at the lowest possible cost, unless we have expressly stipulated a specific mode of transport.
(3) The Supplier is obliged to inform us in writing without delay if circumstances arise or become apparent which mean that the delivery time cannot be met.
(4) If the date by which the delivery must take place at the latest can be determined on the basis of the contract, the supplier shall be in default upon the expiry of that date, without the need for a reminder from us.
(5) In the event of a delay in delivery, we shall be entitled to all statutory remedies without restriction; however, we may only exercise our right to withdraw from the contract or claim damages in lieu of performance after a reasonable grace period has expired without result.
(6) In the event of delays in delivery, following prior written notice to the supplier, we shall be entitled to claim a penalty of 0.5 per cent, up to a maximum of 5 per cent, of the respective order value for each week or part thereof that the delivery is delayed. The contractual penalty shall be set off against the damages for delay to be compensated by the supplier.
(7) The supplier is not entitled to make partial deliveries without our prior written consent.
(8) Even if dispatch has been agreed, the risk shall not pass to us until the goods have been handed over to us at the agreed destination.

§ 5 Protection of Ownership

(1) We reserve title to or copyright in any orders or contracts placed by us, as well as in any drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier may not, without our express consent, make them available to third parties, nor use or reproduce them itself or through third parties. Upon our request, the supplier must return these documents to us in full if they are no longer required by the supplier in the ordinary course of business or if negotiations do not result in the conclusion of a contract. Any copies made by the supplier must be destroyed in such cases; the only exceptions to this are retention in accordance with statutory retention obligations and the storage of data for backup purposes as part of standard data backup procedures.
(2) Tools, models and materials provided by us to the Supplier, or which are manufactured for the purposes of the Contract and for which the Supplier charges us separately, shall remain our property or shall become our property. The Supplier shall mark them as our property, store them with due care, insure them to an appropriate extent against damage of any kind, and use them solely for the purposes of the Contract. Unless otherwise agreed, the costs of their maintenance and repair shall be borne equally by the contracting parties. However, insofar as these costs are attributable to defects in the items manufactured by the Supplier or to improper use on the part of the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The Supplier shall notify us immediately of any damage to these tools and models that is not merely minor. Upon request, the Supplier is obliged to return them to us in good condition if they are no longer required by the Supplier for the performance of the contracts concluded with us.
(3) The Supplier’s retention of title shall apply only insofar as it relates to our payment obligation for the respective products in respect of which the Supplier reserves title. In particular, extended or prolonged retention of title is not permitted.

§ 6 Warranty claims

(1) In the event of defects, we are entitled to the full range of statutory claims. Notwithstanding this, however, the warranty period shall be 30 months.
(2) Notices of defects relating to quality or quantity shall in any event be deemed to have been given in good time if we notify the supplier within 15 working days of receipt of the goods by us. Hidden material defects shall in any event be deemed to have been notified in good time if the supplier is notified within three working days of their discovery.
(3) Acceptance of the goods or approval of samples or specimens submitted shall not constitute a waiver of warranty claims.
(4) Upon receipt by the supplier of our written notice of defects, the limitation period for warranty claims shall be suspended until the supplier rejects our claims, declares the defect to have been rectified, or otherwise refuses to continue negotiations regarding our claims. In the event of a replacement delivery or rectification of defects, the warranty period for replaced and rectified parts shall recommence, unless we had reason to assume, based on the supplier’s conduct, that the supplier did not consider itself obliged to take such action, but carried out the replacement delivery or rectification of defects solely as a gesture of goodwill or for similar reasons.
(5) Prototypes, deliveries and services that do not comply with the applicable regulations and agreements entitle us — even if the inspection was limited to random samples — to withdraw from the contract without further notice, provided that the supplier fails to remedy the defects within a reasonable period of time. In urgent cases or in the event of delay, we are entitled, at our discretion and at the supplier’s expense, to procure a replacement and/or to remedy the defects or have them remedied.
(6) Defects which are only discovered during processing or upon commencement of use entitle us to claim reimbursement of any costs incurred in vain. We are entitled, 14 days after sending the notice of defects, to return the goods to the supplier at the supplier’s expense and risk and to the supplier’s previous address, provided that no alternative delivery address has been provided by that time.

§ 7 Product Liability

(1) The supplier shall be liable for all claims made by third parties in respect of personal injury or damage to property attributable to a defective product supplied by the supplier, and shall be obliged to indemnify us against any liability arising therefrom. If we are obliged to carry out a product recall in respect of third parties due to a defect in a product supplied by the Supplier, the Supplier shall bear all costs associated with the recall.
(2) The Supplier is obliged, at its own expense, to maintain product liability insurance with a sum insured of at least EUR 500,000, which, unless otherwise agreed in individual cases, need not cover the risk of a recall or punitive or similar damages. The Supplier shall, upon request, provide us with a copy of the liability insurance policy at any time.

§ 8 Intellectual Property Rights

(1) Subject to paragraph 2, the Supplier warrants that the products supplied by it do not infringe any third-party industrial property rights in countries of the European Union or in other countries in which the Supplier manufactures the products or has them manufactured.
(2) The Supplier is obliged to indemnify us against all claims brought against us by third parties on account of the infringement of industrial property rights referred to in paragraph 1, and to reimburse us for all reasonable expenses incurred in connection with such claims. This shall not apply insofar as the Supplier proves that he is not responsible for the infringement of industrial property rights and could not have been aware of it at the time of delivery had he exercised due commercial care.
(3) Our further statutory claims arising from defects in title in the products supplied to us remain unaffected.

§ 9 Spare parts

(1) The supplier is obliged to maintain a stock of spare parts for the products supplied to us for a period of at least 5 years following delivery.
(2) If the supplier intends to discontinue the production of spare parts for the products supplied to us, it shall notify us of this immediately after the decision to discontinue production has been taken. Subject to paragraph 1, this decision must be taken at least 24 months before production is discontinued.

§ 10 Confidentiality

(1) The Supplier is obliged to keep the terms and conditions of the order, as well as all information and documents made available to it for this purpose (with the exception of publicly available information), confidential for a period of 3 years following the conclusion of the contract and to use them solely for the purpose of fulfilling the order. Upon completion of enquiries or the processing of orders, the Supplier shall return them to us immediately upon request.
(2) Without our prior written consent, the Supplier shall not refer to the business relationship in advertising material, brochures, etc., nor shall it exhibit goods manufactured for us.
(3) The Supplier shall impose the obligations set out in this Section 10 on its subcontractors.

§ 11 Assignment

The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply in the case of monetary claims.

§ 12 Compliance with the law

(1) The Supplier is obliged to comply with the relevant statutory provisions applicable to it in connection with the contractual relationship. This applies in particular to anti-corruption and anti-money laundering legislation, as well as to competition law, labour law and environmental protection regulations.
(2) The Supplier shall ensure that the products it supplies meet all relevant requirements for placing them on the market in the European Union and the European Economic Area. Upon request, the Supplier must provide evidence of compliance by submitting appropriate documentation.
(3) The Supplier shall use reasonable endeavours to ensure that its subcontractors comply with the obligations set out in this Section 12 which apply to the Supplier.

§ 13 Place of performance, jurisdiction, applicable law

(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Eutin.
(2) The contracts concluded between us and the supplier are governed by the law of the Federal Republic of Germany, to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
Date: 08/2022

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