General Terms and Conditions of Purchase and Payment, Effective January 10, 2024 (Rev. 3.0)

Terms and Conditions of Purchase

Unless we expressly confirm otherwise in writing, the following terms and conditions shall form the basis of the business relationship with the seller once and for all and shall be deemed legally binding, without the need for specific mention thereof in subsequent correspondence or in connection with new business transactions.

1. General Information

a. Our Terms and Conditions of Purchase apply exclusively; we do not recognize any General 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 apply even if we accept or pay for deliveries of products and services from the supplier (hereinafter referred to as the “Subject Matter of the Contract”) while being aware of the supplier’s terms and conditions that conflict with or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase shall also apply to future deliveries and services provided by the supplier to us until our new Terms and Conditions of Purchase take effect.

2. Conclusion of the Contract and Contract Amendments

a. Orders, contracts, and deliveries, as well as any amendments or additions thereto, must be made in writing. Orders and delivery requests may also be submitted via electronic data transmission or fax.

b. Verbal agreements made before or at the time of contract conclusion must be confirmed in writing by the Purchasing Department to be valid. The second sentence of Section 2.a remains unaffected.

c. Oral agreements made after the conclusion of the contract—in particular, subsequent amendments and additions to our Terms and Conditions of Purchase (including this written form clause), as well as ancillary agreements of any kind—must also be confirmed in writing by the Purchasing Department to be valid.

d. Cost estimates are binding and not subject to payment, unless otherwise expressly agreed.

e. If the supplier does not accept the order within two weeks of receipt, we are entitled to cancel it. Delivery calls become binding if the supplier does not object within five business days of receipt.

3. Delivery

a. Deviations from our contracts and orders are permitted only with our prior written consent.

b. Agreed dates and deadlines are binding. Compliance with the delivery date or delivery period is determined by the date we receive the goods. Unless delivery “Free at Factory” (DDU or DDP in accordance with Incoterms 2000) has been agreed upon, the supplier must make the goods available in a timely manner, taking into account the time required for loading and shipping to be coordinated with the carrier.

c. If the supplier has undertaken the installation or assembly, and unless otherwise agreed, the supplier shall bear all necessary incidental costs—such as travel expenses, the provision of tools, and per diem allowances—subject to any provisions to the contrary.

d. If agreed-upon deadlines are not met, the statutory provisions shall apply. If the supplier anticipates difficulties regarding production, the supply of raw materials, meeting the delivery deadline, or similar circumstances that could prevent it from delivering on time or in the agreed-upon quality, the supplier must immediately notify our purchasing department.

e. Unconditional acceptance of a delayed delivery or service does not constitute a waiver of our right to claim damages arising from the delay; this applies until full payment has been made of the consideration owed by us for the delivery or service in question.

f. Partial deliveries are generally not permitted, unless we have expressly agreed to them or they are reasonable for us.

g. Unless otherwise proven, the quantities, weights, and dimensions determined by us during the incoming goods inspection shall be deemed authoritative.

h. With respect to software included in the product package, including its documentation, we have—in addition to the right to use it to the extent permitted by law (Sections 69a et seq. of the German Copyright Act (UrhG))—the right to use it with the agreed-upon performance characteristics and to the extent necessary for the contractual use of the product. We may also create a backup copy even without an express agreement.

4. Force Majeure

a. Force majeure, labor disputes, operational disruptions beyond our control, civil unrest, government measures, and other unavoidable events entitle us—without prejudice to our other rights—to withdraw from the contract in whole or in part, provided that such events are not of insignificant duration and result in a significant reduction in our demand.

5. Shipping Notice and Invoice

a. The information contained in our orders and delivery requests shall apply. The invoice must be sent in a single copy, indicating the invoice number and other identifying information, to the address printed on the document; it must not be enclosed with the shipments.

6. Pricing and Transfer of Risk

a. Unless otherwise agreed, prices are quoted free at factory, duty paid (DDP in accordance with Incoterms 2000), including packaging. Value-added tax is not included. The supplier bears the risk of loss or damage to the goods until they are accepted by us or our representative at the location to which the goods are to be delivered in accordance with the order.

7. Terms of Payment

a. Unless otherwise agreed, payment of the invoice shall be made either within 14 days with a 3% discount or within 30 days without any deduction, effective from the due date of the payment claim and upon receipt of both the invoice and the goods or the provision of the service. Payment is subject to verification of the invoice.

8. Claims for Defects and Recourse

a. Acceptance is subject to an inspection to ensure the absence of defects, including, in particular, accuracy, completeness, and suitability. We are entitled to inspect the subject matter of the contract to the extent and as soon as practicable in the ordinary course of business; we will notify the other party of any defects discovered immediately upon their discovery.

b. The statutory provisions regarding material defects and defects of title shall apply unless otherwise provided below.

c. As a general rule, we have the right to choose the method of subsequent performance. The supplier has the right to refuse the method of subsequent performance chosen by us under the conditions set forth in § 439(2) of the German Civil Code (BGB).

d. If the supplier does not begin to remedy the defect immediately upon our request to do so, we shall have the right, in urgent cases—in particular to avert acute dangers or prevent major damage—to remedy the defect ourselves or have it remedied by a third party at the supplier’s expense. Claims for material defects are subject to a two-year statute of limitations, unless the item has been used in a structure in accordance with its customary use and has caused the structure’s defectiveness. The limitation period for claims for material defects begins upon delivery of the subject matter of the contract (transfer of risk).

e. In the event of legal defects, the supplier shall also indemnify us against any claims that third parties may assert. A statute of limitations of 10 years applies to legal defects.

f. For parts of the delivery that are repaired or restored within the limitation period for our claims for defects, the limitation period shall begin anew at the time the supplier has fully satisfied our claims for subsequent performance.

g. If we incur costs as a result of a defective delivery of the subject matter of the contract—in particular, transportation, travel, and material costs, or costs for an incoming inspection that exceeds the usual scope—the supplier shall bear these costs.

h. If we take back products manufactured and/or sold by us due to a defect in the subject matter of the contract delivered by the supplier, or if the purchase price is reduced for us as a result, or if claims are made against us in any other way for this reason, we reserve the right of recourse against the supplier, in which case no notice period otherwise required for our rights arising from defects is necessary. We are entitled to demand reimbursement from the supplier for the expenses we had to bear in relation to our customer, because the customer has a claim against us for reimbursement of the expenses necessary for subsequent performance, in particular transportation, travel, labor, and material costs.

i. Notwithstanding the provision in Section 8.e, the statute of limitations in the cases described in Sections 8.f and 8.g shall begin no earlier than 2 months after the date on which we have satisfied the claims brought against us by our customer, but no later than 5 years after delivery by the supplier.

j. If a material defect becomes apparent within 6 months of the transfer of risk, it is presumed that the defect already existed at the time of the transfer of risk, unless this presumption is inconsistent with the nature of the item or the defect.

9. Product Liability and Recalls

a. In the event that claims are made against us based on product liability, the supplier is obligated to indemnify us against such claims, provided and to the extent that the damage was caused by a defect in the contractual item delivered by the supplier. In cases of fault-based liability, however, this applies only if the supplier is at fault. If the cause of the damage lies within the supplier’s sphere of responsibility, the supplier bears the burden of proof in this regard. In such cases, the supplier shall bear all costs and expenses, including the costs of any legal proceedings or product recalls. In all other respects, the statutory provisions apply.

10. Performance of Work

a. Persons performing work on the plant premises in fulfillment of the contract must comply with the provisions of the applicable plant regulations. Liability for

Liability for accidents that occur to these individuals on the factory premises is excluded, unless such accidents were caused by intentional acts or grossly negligent breaches of duty on the part of our legal representatives or agents.

11. Provision

a. Materials, parts, containers, and special packaging provided by us remain our property. These may only be used for their intended purpose. We are responsible for processing the materials and assembling the parts. It is agreed that, in proportion to the value of the materials and parts provided by us relative to the value of the total product, we shall be co-owners of the products manufactured using our materials and parts, which the supplier shall hold in safekeeping for us to that extent.

12. Documents and Confidentiality

a. All business or technical information made available by us (including characteristics that can be derived from any items, documents, or software provided, and other knowledge or experience) must be kept confidential from third parties as long as and to the extent that it is not demonstrably in the public domain, and must be kept confidential from third parties; within the Supplier’s own operations, such information may only be made available to those persons who must necessarily be involved in its use for the purpose of delivery to us and who are also bound by a duty of confidentiality; such information remains our exclusive property. Without our prior written consent, such information—except for deliveries to us—may not be reproduced. Upon our instruction, all information originating from us (including, where applicable, any copies or records made) and any items provided on loan must be returned to us immediately and in full or destroyed.

b. Products manufactured based on documentation we have prepared—such as drawings, models, and the like—or based on our confidential information, or using our tools or replicas of our tools, may not be used by the supplier itself, nor may they be offered or delivered to third parties. This also applies mutatis mutandis to our printing orders.

13. Place of Performance

a. The place of performance is the location to which the goods are to be delivered in accordance with the order.

14. General Provisions

a. Should any provision of these Terms and Conditions be or become invalid with respect to any further agreements entered into, this shall not affect the validity of the remaining provisions. The contracting parties are obligated to replace the invalid provision with a provision that comes as close as possible to it in terms of economic effect.

b. The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase is Krefeld. We are also entitled, at our discretion, to sue the supplier either in the court of its registered office or branch office or in the court of the place of performance.

c. The contractual relationship shall be governed exclusively by German law, to the exclusion of conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

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General Terms and Conditions of Delivery and Payment, effective January 10, 2024 (Rev. 3.0)

I. General Information

Unless we expressly confirm otherwise in writing, the following terms and conditions shall, once and for all, form the basis of the business relationship with the buyer or recipient of the goods and shall be recognized as legally binding, without the need for specific mention thereof in subsequent correspondence or in connection with new business transactions.

II. Terms and Conditions

1. The Contractor’s offers are non-binding and valid for 3 months. Unless otherwise agreed in writing, all incoming orders will be fulfilled solely under the terms and conditions set forth below. The Client’s standard form terms and conditions of purchase are not recognized, even if they are not expressly rejected. Verbal side agreements require the Contractor’s written confirmation to be valid.

2. All agreements become binding only upon written confirmation by the contractor. The same applies to additions, amendments, and ancillary agreements.

3. In the case of custom-made products, the customer agrees to an adjustment of the contractual quantity of up to +10%. The same applies to the calculation of the additional quantity. Partial deliveries are permitted.

III. Pricing

1. Prices are quoted in euros, ex works, excluding value-added tax, any packaging costs, and insurance.

2. Handling fees, transportation insurance premiums, freight charges, customs duties, and similar costs shall be borne by the purchaser.

3. For small orders with a value of less than 200 euros, we charge a processing fee of 20 euros.

4. If order-related costs change significantly after the contract is concluded, the contracting parties shall agree on an adjustment. Our prices are based on the cost of materials, labor, and other expenses in effect on the date of the offer or order confirmation. Should these costs change before or during the performance of the order, we are entitled to adjust our prices accordingly upon delivery.

5. Packaging is charged at cost and cannot be returned.

6. For prototypes, we reserve the right to perform post-production cost calculations and make any necessary price adjustments.

IV. Payment

1. Our invoices are payable net within 10 days of the invoice date. Invoices for tooling costs are excluded from this provision. These must be paid net immediately upon delivery of the prototype.

2. If the buyer fails to pay on time, we may withhold our services and suspend production of the ordered goods.

3. The transfer of contractual rights to third parties without our consent is prohibited.

4. Unless otherwise agreed, the statutory provisions regarding default shall apply. The purchaser shall be in default no later than 30 days after receipt of the invoice. The statutory default interest rate is eight points above the applicable base rate.

5. The customer may neither set off counterclaims that we do not recognize or that have not been legally established nor assert a right of retention based on such claims.

6. We ship to customers we do not know only upon receipt of payment in advance.

V. Retention of Title

1. The goods remain the unrestricted property of the supplier (goods subject to retention of title) until the total amount owed arising from the business relationship has been paid in full. Acceptances, bills of exchange, and checks are not considered payment until they have been honored.

2. The recipient is entitled to dispose of the goods subject to retention of title in the ordinary course of business. Any attachment of the goods subject to retention of title must be reported to us immediately, along with a copy of the attachment record. If the customer sells goods subject to retention of title on credit, the resulting purchase price claims shall be deemed assigned to us. The customer is authorized to collect the receivable until we prohibit such collection due to a default in payment or a deterioration in financial standing. In such a case, the buyer hereby authorizes us to notify the customer of the assignment on the buyer’s behalf. For this purpose, the buyer must then provide us with a list of the customers and the receivables. In the event of default in payment or financial deterioration, we are entitled to demand immediate return of the goods subject to retention of title. Claims with deferred payment terms shall then become due immediately. Bills of exchange submitted shall then be honored immediately upon cash payment, regardless of their due date. The fulfillment of current sales contracts may be made contingent, in whole or in part, upon advance payments or security deposits.

3. If, at the time the contract was concluded, we were unaware that the customer’s financial circumstances jeopardized our claim to consideration, we are entitled to demand immediate provision of security and advance payment, as well as to withdraw from the contract in whole or in part. The same rights shall apply if, after the conclusion of the contract, a material deterioration in the purchaser’s financial circumstances occurs that jeopardizes our claim to consideration. If we exercise our right to withdraw from the contract due to the purchaser’s failure to fulfill the obligations agreed upon at the time of conclusion, the purchaser shall reimburse us for all expenses incurred as a result of the contract.

VI. Tools

1. A share of the tooling costs will be charged for tools to be manufactured on behalf of the customer. In view of the design work involved, the tools are, as a general rule, our property and remain in our possession.

2. Any costs associated with the overhaul and maintenance of tools shall be borne by our customers on a pro-rata basis. For tools owned exclusively by a single customer, all costs incurred for overhaul and maintenance will be billed in full based on the time and materials expended.

3. If the customer’s own tools have been heavily used, only a limited overhaul is possible; this means that if the tools need to be remade, the customer will be responsible for the full cost of the tools.

4. Amortization of tooling costs is generally not provided for and, if applicable, requires a separate agreement. Our obligation to store the goods expires if the customer does not place a repeat order within 2 years of the last delivery. We are not obligated to accept follow-up orders.

VII. Delivery

1. The delivery date we confirm is contingent upon both parties agreeing to the terms of the transaction. It is automatically extended by the time elapsed between receipt of the order and dispatch of the order confirmation, provided that we are not responsible for the delay in processing.

2. The delivery time is considered to be an approximate agreement. It is deemed to have been met if the goods have left the factory by the agreed time or, where shipping is possible, if the buyer has been notified that the goods are ready for shipment.

3. The delivery period shall be extended appropriately in the event of unforeseeable, extraordinary circumstances that the supplier could not have prevented despite exercising the due care reasonable under the circumstances of the individual case, even if such circumstances occur at the supplier’s upstream supplier.

4. These include, in particular, government intervention, operational disruptions, labor disputes, delays in the delivery of essential raw materials and supplies, and the rejection of a workpiece essential to the delivery. If the aforementioned events render the delivery or performance impossible, the Supplier shall be released from its delivery obligation without the Purchaser being entitled to claim damages. If the aforementioned impediments occur on the part of the Purchaser, the same legal consequences shall also apply to the Purchaser’s obligation to accept delivery. The contracting parties are obligated to notify the other party immediately of the beginning and end of impediments of the aforementioned nature.

5. In the event of a delay in delivery, the purchaser must grant the supplier a reasonable grace period of at least 2 weeks.

6. Insurance against damage during transport is provided only at the request of the purchaser.

VIII. Liability for Defects and Warranty

1. Our goods are free from material defects if they possess the agreed-upon quality at the time of transfer of risk. This also applies in the event of minor defects or slight deviations in quantity.

2. The purchaser is obligated to thoroughly inspect our products for defects upon receipt and to notify us immediately if any defects are found.

3. Incorrect installation instructions or usage guidelines do not give rise to claims for material defects regarding our goods. We do not guarantee the accuracy of promotional statements made by suppliers or raw material suppliers.

4. Valid claims for material defects shall be satisfied through subsequent performance. Subsequent performance shall be carried out, at our discretion, either by remedying the defect or by delivering goods free of defects. Subsequent delivery is limited to services provided at the purchaser’s place of business.

5. If the attempt at subsequent performance fails twice, the buyer may rescind the contract or reduce the purchase price.

6. Claims for damages are excluded. This does not apply in cases of willful misconduct, gross negligence on the part of the owner or executive officers, or culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, we are liable—except in cases of willful misconduct or gross negligence—only for damages that are typical for this type of contract and reasonably foreseeable.

7. Claims for defects and recourse claims are subject to a one-year statute of limitations following delivery of the goods.

8. Mandatory product liability law, including liability for damages resulting from injury to life, body, or health, remains unaffected.

IX. Place of Performance and Jurisdiction

1. The place of performance for all obligations arising from the contractual relationship is the location of the Supplier’s principal place of business.

2. For all disputes arising from or in connection with the contractual relationship, the place of jurisdiction shall be Krefeld. However, we may also bring an action at the purchaser’s place of business. Our Terms and Conditions, which form the basis of all agreements and offers, are deemed accepted upon placement of an order or acceptance of delivery. We may amend them at any time. Any terms and conditions to the contrary are invalid, even if we do not expressly object to them; they are valid only if we acknowledge them in writing on a case-by-case basis.

3. The invalidity of any individual provision shall not affect the validity of the remaining provisions of these Terms and Conditions.

4. Agreements made by telephone or verbally must be confirmed in writing to be legally binding.

5. The contractual relationship is governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).