General Terms and Conditions of Purchase (GTC)

(1) The delivery time specified in our order is binding. Early deliveries are not permitted unless otherwise agreed.

(2) The supplier is obligated to promptly inform us in writing if circumstances arise or become apparent that indicate that the delivery time cannot be met.

(3) If the day on which the delivery must take place can be determined based on the contract, the supplier is in default as of the expiration of this day without the need for a reminder from our side.

(4) In case of delivery delay, we have the unrestricted statutory rights, and we may exercise the right to withdraw from the contract or claim damages in lieu of performance only after an appropriate grace period has elapsed without results.

(5) In case of supplier delay, we may, in addition to any further statutory claims, demand lump-sum compensation for our delay damages in the amount of 1% of the net price per completed calendar week, but not exceeding a total of 5% of the net price of the delayed goods. We reserve the right to prove higher damages, while the supplier reserves the right to prove that no or significantly lower damages have occurred.

(6) The supplier is not authorized to make partial deliveries without our prior written consent.

(7) The delivery terms used in a cost estimate, bid, order, or contract, such as FCA, FOB, CIF, DAP, DPU, or DDP, are to be interpreted in accordance with the Incoterms in their current version, as of the 2020 edition. In the absence of specific agreement, delivery of the goods will be DDP to the delivery address specified in the order or another delivery location provided by the seller to us before the delivery of the goods. All deliveries are to be made during our regular business hours.

5 Retention of Title

(1) We reserve ownership or copyright of orders, assignments, as well as drawings, illustrations, calculations, descriptions, and other documents provided to the supplier. The supplier may not make them accessible to third parties, nor use or reproduce them, either personally or through third parties, without our express consent. Upon our request, the supplier must return these documents to us in full if they are no longer needed by the supplier in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Copies made by the supplier must be destroyed in this case, except for storage within the framework of legal retention obligations and data storage for backup purposes as part of regular data backup.

(2) Tools and models provided by us to the supplier remain our property. Tools and models manufactured for contractual purposes and separately charged to us by the supplier become our property. The supplier will identify them as our property, keep them carefully, adequately insure them against all types of damage, and use them only for the purposes of the contract. The costs of their maintenance and repair are borne by the contracting parties, each paying half, in the absence of any other agreement. However, if these costs are attributable to defects in the items produced by the supplier or to improper use by the supplier, its employees, or other agents, the supplier shall bear them alone. The supplier shall promptly inform us of any non-negligible damage to these tools and models and is obligated, upon request, to return them to us in proper condition if they are no longer needed by the supplier to fulfill the contracts concluded with us.

(3) Supplier retention of title applies only insofar as it relates to our payment obligations for the respective products for which the supplier retains ownership. In particular, extended or extended retention of title is not permissible.

6 Specification/Quality

(1) Quantity, quality, and description of the goods must conform to the specifications in the order and/or the agreed specification.

(2) If a specific standard for performance, suitability, capacity, or function of the goods is specified, the goods must meet these requirements, and the supplier must provide all necessary test certificates, conformity certificates, including EC Declaration of Conformity regarding EMC, low voltage, or machinery equipment, as well as relevant assembly and installation instructions concerning applicable directives, and/or relevant analysis certificates and all other documents specified in the order.

(3) Before delivery, we have the right to inspect, examine, and test the goods by appointment. We also have the right to inspect, examine, and test the goods during production, processing, and storage. Our representatives, representatives of an authority, or other involved customers are to be granted access to the supplier’s premises where the goods are manufactured, processed, or stored at reasonable times so that they can review the progress of development and production of the goods.

(4) If, as a result of such inspection or testing, we are convinced that the goods do not or are likely not to conform to the order or specifications, we will notify the supplier. The supplier must take all necessary measures at their own expense to achieve such conformity promptly. Such inspections, examinations, or tests do not exempt the supplier, either wholly or partially, from their contractual obligations and are in no case to be understood as approval or acceptance of the goods in terms of compliance with an order.

7 Warranty Claims

(1) The statutory provisions apply to our rights in the event of defects in the products and in the event of other breaches of duty by the supplier unless otherwise specified below.

(2) The supplier is particularly liable for ensuring that the products, upon transfer of risk to us:

(i) have the agreed-upon quality. Agreements on quality include, in any case, those product descriptions that are the subject of the respective contract – particularly through designation or reference in our order – or that have been included in the contract in the same manner as these General Terms and Conditions of Purchase (GTC). It makes no difference whether the product description comes from us, the seller, or the manufacturer.

(ii) are free from design, material, and manufacturing defects.

(iii) are new and not used or reconditioned.

(iv) comply with the specifications as regulated in § 6(1) and (2) and, if agreed upon or specified in the order, do not exceed the specified ppm limits.

(v) are suitable in terms of form, condition, and function for the intended purpose.

(3) Contrary to § 442(1) sentence 2 of the German Civil Code (BGB), we are entitled to claims for defects without restriction, even if we were unaware of the defect at the time of contract formation due to gross negligence.

(4) The commercial duty to examine and give notice of defects is subject to the statutory provisions (§§ 377, 381 of the German Commercial Code [HGB]) with the following proviso: Our obligation to examine is limited to defects that become evident during our incoming goods inspection under external inspection, including delivery documents (e.g., transport damages, incorrect and incomplete deliveries), or that are recognisable in our quality control by random sampling. If an acceptance is agreed upon, there is no duty to inspect. In other respects, it depends on the extent to which an inspection is feasible according to the usual course of business. Our obligation to give notice of defects for subsequently discovered defects remains unaffected. Notwithstanding our duty to inspect, our notification (complaint) is in any case considered immediate and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

(5) Rectification also includes the removal of the defective goods and their reinstallation, if the products have been installed in or attached to another item in accordance with their nature and intended use; our statutory claim for reimbursement of necessary expenses remains unaffected. The supplier is also responsible for the expenses required for inspection and rectification, even if it turns out that there was no defect. Our liability for damages in the event of unjustified demands for rectification remains unaffected; in this regard, however, we shall only be liable if we recognised or negligently failed to recognise that there was no defect.

(6) Without prejudice to our statutory rights and the provisions in paragraph 5: If the supplier fails to fulfill its obligation to remedy defects – at our choice either by rectifying the defect (subsequent performance) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may rectify the defect ourselves and demand reimbursement of the necessary expenses from the seller or a corresponding advance payment. If subsequent performance by the supplier fails or is unreasonable for us (e.g., due to particular urgency, risk to operational safety, or imminent occurrence of disproportionate damages), there is no need to set a deadline; we shall inform the supplier of such circumstances immediately, to the extent possible beforehand.

(7) Furthermore, we are entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions in the event of a defect or legal defect. We are also entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

(8) The supplier grants us all warranties granted by its subcontractors and undertakes to assert the rights arising from these warranties on behalf of the buyer. These warranties apply in addition to any statutory warranties that may exist and any warranties assumed by the supplier in any other way.

8 Product Liability

(1) The supplier is responsible for all claims made by third parties for personal injury or property damage caused by a defective product delivered by the supplier. The supplier is obliged to indemnify us from any liability arising from this. If we are required to conduct a recall action against third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs associated with the recall action.

(2) The supplier is obliged to maintain product liability insurance at its own expense with a minimum coverage of EUR 10 million per person/property damage. Unless otherwise agreed on a case-by-case basis, this insurance does not need to cover the recall risk or penalties or similar damages. The supplier shall provide us with a copy of the liability policy upon request at any time.

9 Limitation Period

(1) The mutual claims of the contracting parties shall be subject to the statutory provisions unless otherwise specified below.

(2) Contrary to § 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If an acceptance is agreed upon, the limitation period begins with acceptance. The 3-year limitation period also applies to claims arising from legal defects, with the statutory limitation period for claims for the surrender of property by third parties (§ 438 (1) No. 1 BGB) remaining unaffected. Claims arising from legal defects do not expire in any case as long as the third party can assert the right against us – especially due to the absence of limitation.

(3) The limitation periods of the law of sale, including the extension above, apply – in the statutory scope – to all contractual claims for defects. Insofar as we have claims for non-contractual damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply unless the application of the limitation periods of the law of sale leads to a longer limitation period in individual cases.

10 Intellectual Property Rights

(1) Subject to paragraph (2), the supplier shall ensure that products supplied by it do not infringe any third-party intellectual property rights in countries of the European Union or other countries where the supplier manufactures or has the products manufactured.

(2) The supplier shall indemnify us against all claims asserted by third parties against us due to the infringement of industrial property rights as mentioned in paragraph (1) and shall reimburse us for all necessary expenses in connection with such claims. This shall not apply if the supplier can prove that it is not responsible for the infringement of industrial property rights and that it could not have been aware of such infringement at the time of delivery with the exercise of due commercial diligence.

(3) Our further statutory claims for legal defects in products delivered to us remain unaffected.

11 License for Embedded Software Use

(1) The software or firmware embedded in the goods is supplied solely under a license for use of the software, and all other exploitation rights remain with the supplier. The supplier grants us a license to use the software or firmware exclusively in connection with these goods and only to the extent necessary for the intended normal commercial use of the goods. The license includes the right to grant sublicenses, but only to the extent legally required for the sale of the goods. The duration of the license is limited to the service life of the goods in which the software or firmware is embedded.

(2) To the extent that the goods are manufactured or modified in accordance with our specific requirements and/or technical or functional specifications, any resulting or arising intellectual property rights shall belong to us. The supplier shall, at our expense, sign all documents necessary to effect this and shall assist us in defending any proceedings.

12 Spare Parts

(1) The supplier is obligated to keep spare parts available for the products delivered to us for a period of ten years after delivery.

(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us, it shall notify us immediately upon making the decision to discontinue. This decision must be made at least 6 months before the production discontinuation, subject to paragraph (1). The customer is assured the opportunity to stockpile the products manufactured by the supplier.

13 Confidentiality

(1) We reserve ownership and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and must be returned to us upon completion of the contract. The documents are to be kept confidential from third parties, even after the termination of the contract. The obligation of confidentiality only expires when and to the extent that the knowledge contained in the documents provided has become generally known.

(2) The above provision applies accordingly to materials and substances (e.g., software, finished and semi-finished products) as well as tools, templates, samples, and other items that we provide to the supplier for production. Such items are to be stored separately at the expense of the seller and insured against destruction and loss to a reasonable extent, as long as they are not processed.

14 Assignment

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

15 Compliance with Laws

(1) The supplier is obligated to comply with the relevant legal provisions in connection with the contractual relationship, including, but not limited to, anti-corruption and anti-money laundering laws, as well as antitrust, labor, and environmental regulations.

(2) The supplier will ensure that the products delivered by it comply with all relevant requirements for placing them on the market in the European Union and the European Economic Area. Upon request, the supplier must prove conformity by providing suitable documents.

(3) The supplier will make reasonable efforts to ensure that its subcontractors comply with the obligations imposed on the supplier by this section.

16 Place of Performance, Jurisdiction, Applicable Law

(1) If the supplier is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special public fund, the exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship is our place of business. The same applies if the supplier is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB). However, we are also entitled to file a lawsuit at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the supplier. Mandatory statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

(2) The contracts concluded between us and the supplier are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).