General Terms and Conditions of Sale

General Terms and Conditions of Sale

1. General

1.1 These Terms and Conditions apply exclusively to business transactions with companies, legal entities under public law and special funds under public law. The statutory provisions apply to business transactions with consumers.

1.2 All our deliveries and services are subject to these Terms and Conditions, without requiring express reference to them. These Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the terms and conditions in the version valid at the time of the Customer's current order or at least in the version last communicated in text form shall also apply as a framework agreement for similar future contracts, without having to refer to them again in each individual case.

1.3 These Terms and Conditions shall apply exclusively. Any deviating, conflicting or additional terms and conditions of the Customer will become an integral part of the contract only insofar as we have expressly agreed to this. This requirement of consent shall apply in every case, even, for example, where we make a delivery in full knowledge of the Customer's terms and conditions without reservation.

1.4 Any individual agreements made with the Customer (including additional or supplementary agreements or amendments) shall always take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications of the Customer with regard to the contract (e.g. setting a deadline, notification of defects, recession or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the declarer's authorization, shall remain unaffected.

1.6 References to applicable law and the validity of the statutory regulations are only for clarification purposes. Even without such clarification, the statutory provisions apply, unless directly modified or expressly excluded by these Terms and Conditions.

2. Conclusion of the Contract

2.1 Our offers are always subject to change and are non-binding. This also applies if we have provided the Customer with catalogues, technical documentations (e.g. drawings, plans, calculations, references to DIN), other product descriptions or documents – also in electronic form – for which we reserve all ownership and copyrights. Any Customer's order is deemed to be a binding offer.

2.2 The contract shall be concluded on our written order confirmation or by delivery of the goods to the Customer in accordance with the order.

2.3 If changes are requested after the order confirmation, their acceptance is at our discretion; additional costs will generally be charged. The Customer accepts this offer at the latest with the acceptance of the delivery according to his change requests.

3. Prices

3.1 Unless otherwise stated in the order confirmation, prices are quoted ex works, excluding packaging, plus VAT at the statutory rate. Any duties, fees, taxes and other government levies are payable by Customer. The sum for the packaging costs corresponds to one percent of the net value of the goods.

3.2 In case the goods will be shipped to another destination at the request of the Customer (Sales Shipment), the Customer shall bear the transportation costs from the named supply plant and the costs of any transport insurance requested by the Customer.

4. Delivery, Transfer of Risk, Default in Acceptance, Delivery Time

4.1 Delivery shall be made from the designated supply plant, which is also the place of performance for the delivery and any rectification of defects. At the Customer's request and expense, the goods will be shipped to another destination (Sales Shipment). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the transport company, shipping method and packaging).

4.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer at the latest when the goods are delivered to the Customer. However, in case of Sales Shipment, the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes to the Customer once the goods are handed over to the forwarder, carrier or other person or organisation carrying out the shipping. If acceptance of the goods has been agreed upon, this is decisive for the transfer of risk. Any other statutory provision of the law for contracts of work shall also apply to acceptance of the goods. Delivery or acceptance shall be deemed rendered if the Customer refuses the offered delivery or service (Delay in Acceptance).

4.3 If the Customer is in Delay of Acceptance or fails to carry out required cooperation, or if our delivery is delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage. For this we charge a lump sum compensation in an amount equal to 0.5% of the order value per week, with a maximum of 10% of the order value, beginning with the date of delivery – or in the absence of a date of delivery, with the date of the notification that the goods are ready for dispatch. Our right to demonstrate that we have incurred greater damage and our other legal rights (especially for additional expenses, reasonable damage, termination of contract) remain unaffected; however, the lump sum damage as described above shall be included in any further monetary claims. The Customer has the right to provide evidence that we have not incurred any damage or considerably lower damage than the above lump sum.

4.4 Deadlines and timeframes for deliveries and services given by us are at all times only approximate, unless a fixed period or deadline has been explicitly accepted or agreed. The qualification of our being in default on delivery shall be determined in accordance with the statutory provisions. In any case, a reminder by the Customer shall be necessary. In addition, enforcement of any rights pursuant to non-compliance with delivery dates shall only be allowed after a reasonable grace period of at least 21 working days.

4.5 We are entitled to partial delivery and partial performance at any time, if this does not result in an unreasonable disadvantage for the Customer.

4.6 Where and to the extent we are unable to meet binding delivery agreements or times for reasons for which we are not responsible (Non-Availability of Delivery or Service), we will inform the Customer without any undue delay and, at the same time, provide the new expected delivery time. If the delivery or service is still not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we will reimburse the Customer without any undue delay for any consideration already paid. Any claims for damages by the Customer shall be excluded.
Non-Availability of Delivery or Service includes, but is not limited, to (i) cases of Force Majeure or other events which were not foreseeable by us at the time the contract was concluded and that are outside of our reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; operational disruptions through no fault of ours) or (ii) where our supplier does not provide the delivery on time if a congruent hedging transaction has been concluded or (iii) in case of a Non-Availability of Delivery or Service on the part of the supplier.

4.7 The rights of the Customer according to Section 9 of these Terms and Conditions and our statutory rights, in particular in case of exclusion from our obligation to perform (e.g. due to impossibility or impracticability of performance and/or rectification of defects) shall thereby remain unaffected.

5. Description of Goods and Services, Ownership and Copyright of Documents and Aids

5.1 The shipping weights and dimensions indicated in the printed material are given as accurately as possible, but are to be understood only as approximate information, unless accurate conformity is required for the purpose of use specified in the contract. The information in the order confirmation is decisive for the quality of the goods. Details of the purpose of use only affect the contractually owed quality if we confirm the intended use in writing. We generally work according to the standards applicable in the European Union; should deviating standards be applied, the Customer must inform us accordingly before conclusion of contract. Outside the European Community it is the Customer's responsibility to ensure compliance with relevant product safety regulations; any resulting costs, in particular necessary tests or certifications, shall be borne by the Customer.

5.2 We reserve retention of title and copyright on all offers and quotes submitted by us as well as on any drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids provided to the Customer. Without our express consent Customer may not make these objects or their content accessible to third parties and may not have them used or reproduced, either by himself or by third parties. Upon our request, Customer must return any such above-mentioned objects to us in their entirety and destroy any copies made if they are no longer required in the regular course of business or if negotiations do not result in conclusion of a contract. The storage of data provided by electronic transmission is excepted for the purpose of conventional data backup.

6. Payment, Due Date of the Purchase Price

6.1 Payment must be made by bank transfer. Invoicing is in EUROS; currency risks are borne by the Customer. The Customer is only entitled to set off or retention if counterclaims have been legally established or are undisputed. In the event of defects in the delivery, the Customer's counter-rights shall remain unaffected, in particular in accordance with Section 8.5 clause 2 of these Terms and Conditions.

6.2 The purchase price shall be due and payable within 14 days of the date of invoice and delivery respectively inspection of the goods. However, even within an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against prepayment. We will declare a corresponding reservation at the latest with our order confirmation. Upon expiration of the above-mentioned term of payment, the Customer will be in default.

6.3 Interest shall accrue on the purchase price per the applicable statutory default interest rate for the duration of any payment default. We reserve the right to claim compensation for further damage caused by default. Our right to claim as per the statutory commercial maturity interest shall remain unaffected.

6.4 We are entitled to withhold further deliveries, even if the delivery date has already been agreed, until all due claims relating to the same legal relationship have been settled in full, without the Customer being entitled to any kind of compensation.

6.5 Payments shall be deemed to be made in the sequence specified by the applicable law; any deviating sequence determined by the Customer is invalid. Any agreed discounts will only be applied if no other invoice was due at the time of payment.

7. Retention of Title

7.1 The delivery items shall remain our property until the Customer has paid all payment claims, including future ones, under the purchase contract and the current business relationship (secured payment claims), in particular any outstanding balance of their current account.

7.2 The Customer may neither pledge the delivery items nor assign them as security until full payment of the secured payment claims.

7.3 If the Customer is in breach of contract, specifically in the event of non-payment of the purchase price due, we are entitled to rescind from the contract and/or demand the return of the goods on grounds of retention of title. The demand to return the goods does not automatically constitute rescission from the contract; rather, we are entitled to demand the return of the goods subject to retention of title alone, while reserving the right of rescission. If the Customer fails to pay the due purchase price, we may execute these rights only if the Customer was given a reasonable deadline for payment or if such deadline is not required by law.

7.4 The Customer is authorised, until further notice pursuant to (c) below, to sell the goods, which are subject to retention of title, and/or further process them in the ordinary course of business. In such case, the following provisions shall apply:

(a) The retention of title extends to the full value of the products resulting from the further processing of or mixing or connecting with our products, whereby we shall be deemed manufacturer. If, in the case of further processing or mixing or connecting with goods of third parties, their ownership rights persist, we acquire joint ownership in the ratio of the invoice values of the processed, mixed or connected goods. Apart from that the same shall apply to the resulting product as to our goods delivered subject to retention of title.

(b) The Customer hereby assigns to us by way of security any and all claims against third parties from the resale of our goods or generated products in full and to the extent of any joint ownership in accordance with the preceding paragraph. We herewith accept this assignment.

(c) Apart from us, the Customer also remains authorised to collect the claim. We undertake not to collect the claim as long as the Customer meets his payment obligations to us, there is no defect in his performance and we do not exercise the retention of title by exercising a right in accordance with Section 7.3. In such case however, we can demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors (third parties) of the assignment. In addition, we are entitled to revoke the authority of the Customer to resell and process the goods under retention of title.

7.5 If the realisable value of the securities exceeds our claims by more than 10%, we will release securities at our discretion at the Customer's request.

7.6 The Customer must treat the reserved goods with due care. He must insure them at his own expense, at replacement value, against fire and water damage and against theft. If maintenance and inspection work have to be done, Customer shall carry out the same in a timely manner and at his expense.

7.7 The Customer must notify us in writing without delay if an application for insolvency proceedings has been made, or if there are third party claims to the goods belonging to us (e.g. pledges). In the event of pledging of the reserved goods by third parties or other interventions by third parties, the Customer must inform the third party on our ownership. Pledging of transferred claims must also be reported to us immediately in writing; the Customer must inform the third party of our claim of ownership. If the third party is unable to reimburse us for the judicial and extra-judicial costs arising in this respect, the Customer shall instead be liable for the same.

7.8 If applicable law requires formal steps to enforce the rights set out above, e.g. registration of the delivery items, the Customer is obliged to inform us accordingly and to duly cooperate. In the event individual provisions on the retention of title are invalid under applicable law, a provision that is enforceable under applicable law and which approximates the same intention shall be deemed to have been agreed.

8. Warranty for Defects

8.1 The rights of the Customer in the event of any deficiency in quality or title (including any incorrect and incomplete deliveries as well as improper or defective assembly) shall be governed by the statutory provisions, unless otherwise stipulated below.

8.2 The basis for any claim for defects shall first and foremost be the agreement as to condition/quality of the goods. As an agreement as to the condition/quality of the goods are deemed to be all product descriptions which are subject matter of the individual contract or which have been made public by us (in particular in catalogues or on our Internet homepage). Insofar as an agreement as to the condition / quality of the goods has not been agreed upon, the statutory provisions shall determine whether a defect exists or not. However, we assume no liability for public statements of any third parties (e.g. advertising statements).

8.3 The Customer´s warranty claims require the Customer to have fulfilled his statutory obligation to examine the goods and give notice of defects. If a defect is detected at time of delivery, inspection or any later point in time, this must be reported to us immediately in writing. Obvious defects must always be reported in writing within five working days of delivery. Any defects that would not be found in the course of a normal visual inspection must be reported within the same period of time after their detection. Notice of defects for a partial delivery shall not be deemed notice of defects for the entire delivery, even if the product which is subject of the complaint has been manufactured in the same production batch. If the Customer fails to carry out proper inspection and/or to report a defect in due time, our liability for the unreported, or improperly or untimely reported defect, shall be excluded in accordance with the statutory provisions.

8.4 If the delivered goods are defective, we may remedy said defect by means of removing the fault (repair) or by delivering a substitute product free of defects (replacement delivery) at our discretion. Our statutory right to refuse remedy remains unaffected.

8.5 We are entitled to make any remedy conditional on payment of the purchase price by the Customer. However, the Customer is entitled to retain a reasonable portion of the purchase price in proportion to the defective part of the delivery.

8.6 The Customer shall allow us the necessary time and opportunity for due remedial performance and shall in particular hand over the goods concerned for inspection. In the case of a replacement delivery, the Customer shall return the defective goods as required by law.

8.7 We shall bear the expenses necessary for the remedy, in particular transport, travel, labour and material costs. If the Customer has installed a defective item in another item or mounted it in another item in accordance with its type and intended use, we shall reimburse the Customer for the necessary expenses for removing the defective item and for installing or mounting the repaired or delivered defect-free item; however, we must first be granted the opportunity to remove and install the concerned item. In such case awareness of the Customer takes place not upon conclusion of the contract, but instead upon installation or mounting of the defective item by the Customer. If there is no defect present, we may demand reimbursement from the Customer for the costs arising from the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defectiveness was not apparent to the Customer.

8.8 The Customer may withdraw from the contract or reduce the purchase price if the remedy fails or if a reasonable deadline for the remedy set by the Customer expires unsuccessfully or is not required according to the statutory provisions. There shall, however, be no right to withdraw in case of a minor defect.

8.9 Insofar as the applicable law pursuant to Section 11.2 provides for a statutory regulation of supplier recourse in addition to the statutory regulation of warranty, the assertion thereof shall hereby be limited to 62 months after delivery of the goods of our respective company to the Customer, provided that the applicable law pursuant to Section 11.2 permits a longer assertion.

8.10 Also in the case of defects, any claims of the Customer for damages or reimbursement of incurred expenses shall only be granted in accordance with Section 9 and are otherwise excluded.

9. Other Liabilities

9.1 Unless otherwise set out in these General Terms and Conditions including the following provisions, we shall be liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions.

9.2 We shall be liable for damages – irrespective of their legal grounds – in cases of intent or gross negligence. Subject to a more lenient standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs), in the event of simple negligence we shall be liable only

(a) for damages resulting from injury to life, body or health,

(b) for damages resulting from the breach of material contractual obligations (obligations of which the proper fulfilment constitutes a condition sine qua non and on the fulfilment of which the contractual party regularly relies and may rely); in this case our liability is however limited to the reimbursement of the foreseeable, typically occurring damages.

9.3 The limitations of liability resulting from Section 9.2 shall also apply to breaches of duty by or in favour of persons for whose damage we are responsible in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods as well as for claims of the Customer under the Product Liability Act.

9.4 In case of a breach of duty, which is not a deficiency in quality or title, the Customer shall only be entitled to withdraw from or terminate the contract if we are liable for said breach. An unrestricted right of termination on the part of the Customer is excluded. For all else, the statutory requirements and legal consequences shall apply.

10. Limitation Period

10.1 Claims for defects, with the exception of claims for damages, shall come under the statute of limitations within twelve months from delivery. If acceptance of goods has been agreed upon, the limitation period commences upon acceptance. To claims for damages Section 10.3 shall apply.

10.2 If the respective goods are a building or an object that has been used for a building in accordance with its normal use and which has caused its defectiveness (building material), the limitation period of the statutory regulation shall be five years from the date of delivery.

10.3 The statutory limitation periods shall also apply to any contractual and non-contractual claims for damages of the Customer, resulting from a defect in the goods, unless the application of the regular statutory limitation period would result in a shorter limitation period in the specific instance. However, claims for damages of the Customer pursuant to Section 9.2 clauses 1 and 2 (a) above as well as the Product Liability Act shall exclusively be subject to the statutory limitation periods.

11. Arbitration, Applicable Law

11.1 Insofar as the contractual partners are merchants within the meaning of the commercial code, legal entities under public law or special public assets, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Customer is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Customer has its registered office. The language of the arbitration shall be the respective common national language otherwise English. An arbitration award shall be final and binding on each party.
However, the judicial dunning procedure remains admissible if such a procedure is provided for in the ordinary procedural law at our place of business. If the dunning procedure turns into litigation, this will take place before the ordinary court at our place of business.

11.2 The national laws at our place of business shall apply to these Terms and Conditions as well as to the contractual relationship with the Customer, to the exclusion of international uniform law, in particular the UN Sales Convention.

Version: November 2023

General Terms and Conditions of Purchase

1.    General

1.1 These Terms and Conditions apply exclusively to business transactions with companies, legal entities under public law, and special funds under public law. The statutory provisions apply to business transactions with consumers.

1.2 These Terms and Conditions apply to all purchases and commissions of services made by us without the need for explicit reference. Unless otherwise agreed, the terms and conditions in the version valid at time of submitting the order to the Supplier or in any case in the version last notified to the Supplier in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

1.3 These Terms and Conditions apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Supplier shall only become part of the contract if and to the extent that we have explicitly consented to their applicability. This requirement for consent shall apply in any case, for example even if we accept delivery from the Supplier without reservation in knowledge of the Supplier’s terms and conditions.

1.4 Any individual agreements made with the Supplier (including collateral agreements, addenda and amendments) shall in any case take precedence over these Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

1.5 Legally relevant declarations and notifications of the Supplier with regards to the contract (e.g. delay in delivery) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in the event of doubt regarding the legitimacy of the declaring party, are unaffected.

1.6 References to the applicable law and the validity of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly amended or explicitly excluded in these Terms and Conditions.

2.     Order and Order Confirmation

2.1 Our order shall be deemed binding no sooner than upon written submission or confirmation. The Supplier must point out obvious errors (e.g. textual and calculation errors) and incompleteness of the order, including the order documents, to us for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

2.2 The Supplier is required to confirm our order in writing within seven (7) calendar days, stating our complete order information (orderer, order number) and the Supplier’s order number, or in particular to execute such without reservation by dispatching the goods (acceptance). Delayed acceptance shall be deemed a new offer and requires that we accept it.

3.     Services

If our order (also) includes services, the following shall apply in this respect in addition to the relevant provisions below:

3.1 The Supplier is obliged to adhere strictly to the agreed service period for the start, performance and completion of the services. If the Supplier realises that he will likely not be able to comply with the service period, or if he encounters difficulties which will foreseeably impair compliance with the service period, he is obliged to inform us of this immediately in text form.

3.2 Remuneration for the services as specified in the order is binding. We shall only reimburse travel and accommodation costs and other expenses not directly related to the activity if this has been explicitly agreed and the Supplier provides evidence of the expenses by presenting suitable receipts. Activities that go beyond the services as well as services that are carried out as on-call services require our prior written consent.

3.3 The Supplier shall provide the services with the necessary care and shall observe the current state of the art as applicable. The Supplier shall take into account, where necessary and appropriate, general codes of practice and industry standards, as well as our specific regulations, methods and application practices, where applicable.

3.4 A statutory option to tacitly extend the service shall not apply.

3.5 The Supplier is liable with respect to us in accordance with the statutory regulations.

3.6 Our right to terminate the contract of a person obliged to perform services of a higher nature which are to be transferred on the basis of special trust (position of trust) shall remain unaffected. If, after the performance of the services has commenced, the contract is terminated for good cause or on account of the position of trust, the Supplier may demand part of his remuneration corresponding to services performed so far. If the Supplier terminates the contract without being caused to do so by a breach of contract on our part, or if the Supplier causes us to terminate the contract by breach of contract on his part, the Supplier shall not be entitled to remuneration to the extent that his previous services are of no interest to us as a result of the termination. Any remuneration already paid but not owed as a result of the termination shall be refunded to us by the Supplier.

4.     Prices, Packaging, Freight

4.1 The price for the goods as stated in the order is binding. Unless otherwise stated on the orders, the prices are delivery duty paid (DDP) (Incoterms® 2020) at the place of delivery specified in the order, including packaging and statutory VAT. Packaging materials must be environmentally friendly and recyclable.

4.2 Should the Supplier only be able to meet agreed delivery dates by using express freight (express, air freight, etc.), the Supplier shall be obliged to bear the associated costs.

5.     Product Quality, CE Marking and Quality Assurance

5.1 The quality of the ordered goods is based on the specifications, including drawings or samples, for example. The Supplier is obliged to check these specifications and must report any concerns without delay. Notwithstanding the coordination of specifications or his involvement in the design, the Supplier is responsible for the design, manufacture, instruction and product monitoring of the goods in accordance with the state of the art.

5.2 The Supplier shall carry out quality assurance as is suitable in terms of type and scope and which corresponds to the state of the art. The Supplier warrants that the requirements of DIN ISO 9001 have been complied with in the manufacture of the goods and the provision of the services. We reserve the right, with reasonable notice and during normal business hours, to inspect the effectiveness of the Supplier’s quality management system on-site.

5.3 The Supplier shall check whether and how the CE marking of the goods is to be implemented. The Supplier shall perform this in his own name, unless it has been agreed that this shall be performed for us, in accordance with the relevant guidelines and technical standards and he shall document this. The Supplier shall apply technical standards that trigger the presumption of conformity. Type tests shall be carried out by the Supplier at his own expense. If we are acting as manufacturer according to the agreement, the Supplier shall act on our behalf; test certificates shall be issued in our name.

5.4 The Supplier shall ensure that the goods conform to the relevant safety requirements, including with regards to any product modifications and amendments to the relevant technical standards. The Supplier shall prepare the agreed technical documentation.

6.     Reporting Obligation, REACH/RoHS/POP, Conflict Minerals

6.1 The Supplier himself is responsible for ensuring that the goods delivered to us comply with the relevant provisions of the EU regulations and other statutory provisions applicable to the goods, in particular the:

  • Chemicals Regulation REACH (Regulation (EC) No. 1907/2006);
  • RoHS Directive (No. 2011/65/EU and No. 2015/863/EU);
  • POP Regulation (Regulation (EU) 2019/1021)

in their respective applicable versions. If we order substances/mixtures and/or articles as defined in Regulation (EC) 1907/2006 which are subject to an obligation to provide information, the Supplier shall provide this information to us without urging no later upon acceptance as defined under Section 2.2. If information regarding the goods ordered by us changes, the Supplier must provide us with this information without urging and without delay. The Supplier shall regularly inform himself independently about the list of POPs that fall under the scope of Regulation (EU) 2019/1021 and shall carry out corresponding reporting obligations and measures in due time.

6.2 The Supplier undertakes to comply with the provisions of Regulation (EU) 2017/821 and/or Sec. 1502 Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) as enacted by the Securities and Exchange Commission (“SEC”) with respect to conflict minerals. The Supplier shall familiarise himself independently with the defined conformity regulations. The Supplier shall implement the resulting reporting obligations and measures for us in good time.

7.     Delivery Time and Delay in Delivery

7.1 The delivery time stated by us in the order is binding. If no delivery time is specified in the order and unless agreed otherwise, delivery time shall be two weeks from conclusion of contract. The Supplier undertakes to inform us immediately in writing if he will foreseeably be unable to meet agreed delivery times – for whatever reason.

7.2 If the Supplier does not render his performance or does not render such within the agreed delivery time, or if the Supplier is delayed, our rights – in particular the right of withdrawal and right to damages – shall be determined in accordance with the statutory provisions. The provisions of Section 7.3 are unaffected. We shall accept partial deliveries after explicit agreement only. In the event of agreed partial deliveries, the quantity still outstanding shall be indicated.

7.3 If the Supplier is delayed in delivery, we may – in addition to further statutory claims – demand lump-sum compensation for damages arising from the delay to the amount of 1% of the net price of the delayed goods per completed calendar week, and not more than 5% of the net price of the delayed goods in total. We reserve the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no damage at all or only significantly less damage has been incurred.

8.     Performance, Delivery, Transfer of Risk, Delay in Acceptance

8.1 The Supplier is not entitled to have the service he is due to perform rendered by third parties (e.g. subcontractors) without our prior written consent. The Supplier bears the procurement risk for his services unless otherwise agreed in individual cases (e.g. limitation to stock).

8.2 Delivery shall be made “free domicile” within Germany to the place specified in the order. If the place of destination is not specified and unless otherwise agreed, the delivery shall be made to our registered office. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

8.3 The delivery shall be accompanied by the agreed product documentation (e.g. certificates of material tests) and a delivery note stating the date (issue and dispatch), the contents of the delivery (item number and quantity), and our order identifier (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any delays in processing and payment resulting therefrom. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.

8.4 The risk of accidental loss and accidental deterioration of the goods shall transfer to us upon handover at the place of performance. Insofar as acceptance has been agreed, this shall be authoritative for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If we delay in acceptance, this shall be deemed equivalent to handover or acceptance.

8.5 The statutory provisions shall apply to the commencement of our delay in acceptance. However, the Supplier must also explicitly offer us his performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we delay in acceptance, the Supplier may demand compensation for his additional expenses in accordance with the statutory provisions. If the contract relates to a custom item to be manufactured by the Supplier (custom production), the Supplier shall only be entitled to further rights if we are obliged to cooperate and are responsible for the failure to cooperate.

9.     Performance of Work at our Facilities

Persons who perform work or provide services within our premises in fulfilment of the contract must observe the general company regulations; the existing regulations for entering our factory facilities must be observed. We accept no liability for self-inflicted accidents that happen to these persons on our premises or in our factory facilities.

10.     Confidentiality and Retention of Title

10.1 We reserve the property rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents shall be used exclusively for the contractual performance and returned to us after fulfilment or termination of the contract. The documents must be kept confidential from third parties, even after fulfilment or termination of the contract. The obligation to maintain confidentiality shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.

10.2 The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the Supplier for the manufacture of the products or the performance of his services. Such items shall – as long as they are not processed – be stored separately at the Supplier’s expense and insured to a reasonable extent against destruction and loss.

10.3 Any processing, mixing or combination (further processing) by the Supplier of the items provided shall be carried out for us. The same shall apply in the event that we process the delivered goods further, such that we shall be deemed to be the manufacturer and shall acquire ownership of the product no later than upon further processing in accordance with the statutory provisions.

10.4 The transfer of ownership of the goods to us shall be unconditional and without consideration for the payment of the price. If, however, we accept an offer of transfer of ownership from the Supplier conditional on payment of the purchase price in an individual case, the Supplier’s retention of title shall expire no later than upon payment of the purchase price for the goods delivered. We shall remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising therefrom (alternatively, the simple retention of title extended to the resale shall apply). In any case, all other forms of retention of title are excluded, in particular expanded and forwarded retention of title and retention of title extended to further processing.

11.     Payment, Offset

11.1 Unless otherwise agreed in writing, we shall make payment after receipt of the goods or provision of the service and receipt of the invoice within thirty (30) days with a 3% discount or within sixty (60) days net. Our order number must be indicated on the Supplier’s invoice. If this information is missing, we are not responsible for any resulting delays in processing and payment.

11.2 Payment is deemed to be in good time if the transfer is made on the due date. Payment shall be made subject to verification of invoice and complete delivery of the goods or complete provision of the service. Place of performance is our registered office.

11.3 Payment is not equivalent to fulfilment of the Supplier’s contractual obligations.

11.4 We do not owe interest on maturity. The statutory provisions shall apply to default on payment.

11.5 We shall be entitled to rights to offset and withhold payment as well as defence of non-performance of contract to the extent provided by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the Supplier arising from incomplete or defective performance.

11.6 The Supplier shall only have a right to offset or withhold on the basis of counterclaims that have been legally established or are undisputed.

12.     Defective Delivery

12.1 The statutory provisions shall apply to our rights in the event of material defects and defects of title regarding the goods (including incorrect and short delivery as well as improper assembly, defective assembly, user or operating instructions) and in the event of other breaches of duty by the Supplier, unless otherwise stipulated below.

12.2 In accordance with the statutory provisions, the Supplier is liable in particular for ensuring that the goods have the agreed quality at such time as the risk transfers to us. In any case, those product descriptions which – in particular by means of designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these Terms and Conditions shall be deemed to be an agreement on quality. It makes no difference in this case whether the product description comes from us, from the Supplier, or from the manufacturer.

12.3 We are not obliged to examine the goods or undertake special investigations for any defects upon conclusion of contract. In partial deviation from legal provisions, we are therefore entitled to claims for defects without restriction even if we were unaware of the defect at time of conclusion of contract due to gross negligence.

12.4 The statutory provisions shall apply to the commercial duty to examine and give notice of defects, subject to the following: Our duty to examine is limited to defects that are evident during our incoming goods inspection under external assessment, including delivery papers (e.g. transport damage, incorrect and short deliveries), or that can be identified during our quality control in the random sampling procedure. Insofar as acceptance has been agreed, there shall be no duty to examine. Moreover, it depends on the extent to which an examination is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later is unaffected. Notwithstanding our duty to examine, our complaint (notice of defect) shall be deemed to have been made without delay and in good time if it is sent within five working days (calculated at the place of performance) of discovery or, in the case of obvious defects, of delivery.

12.5 Supplementary performance shall also include the removal of the defective goods and their re-installation, insofar as the goods have been installed in another item or attached to another item in accordance with their type and intended use; our statutory claim to reimbursement of corresponding expenses is unaffected. The Supplier shall bear the expenses necessary for the purpose of inspection and supplementary performance even if it transpires that there was in fact no defect. Our liability for damages in the event of an unjustified request to remedy a defect is unaffected; however, we shall only be liable in this respect if we recognised or were grossly negligent in not recognising that there was no defect.

12.6 Notwithstanding our statutory rights and the provisions of Section 12.5, the following applies: If the Supplier does not fulfil his obligation to provide supplementary performance – by remedying the defect (remedy) or by delivering a defect-free item (replacement) at our discretion – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the Supplier. If the supplementary performance of the Supplier has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety, or imminent risk of disproportionate damage), no deadline must be set; we shall inform the Supplier of such circumstances without delay, in advance if possible.

12.7 Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.

13.     Supplier Recourse

13.1 We shall be entitled to our legally determined recourse claims within a supply chain (supplier recourse) without restriction in addition to the claims for defects. In particular, we are entitled to demand from the Supplier exactly the type of supplementary performance (remedy or replacement delivery) that we owe our customer in the individual case. Our statutory right of choice is not restricted by this.

13.2 If we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses) and have notified the Supplier and, setting out the facts of the case, have requested a written opinion, the Supplier shall be entitled to a reasonable period for provision of a substantiated opinion. If no substantiated opinion is made within this period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed owed to our customer. It is incumbent on the Supplier to provide contrary evidence in this case.

13.3 Our claims from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur, e.g. by incorporation into another product.

13.4 The Supplier acknowledges that certain contracts between us and our customers provide for contractual penalties at our expense in the event of non-achievement or poor performance of the performance parameters agreed with the customer (hereinafter "Performance Parameters"). Accordingly, we reserve the right to take recourse against the Supplier in the event that a culpable failure of the Supplier to perform its obligations under this Agreement is causal for a breach of the Performance Parameters and we become obliged to pay such a contractual penalty or otherwise suffer financial disadvantages as a result of the breach of a Performance Parameter.

14.     Producer Liability

14.1 If the Supplier is responsible for product damage, the Supplier shall indemnify us regarding third-party claims to the extent that the cause lies within the Supplier’s sphere of control and organisation and the Supplier himself is liable in relation to third parties.

14.2 Within the scope of his obligation to indemnify, the Supplier shall reimburse expenses arising from or in connection with claims by third parties including recall measures carried out by us. We shall inform the Supplier – as far as possible and reasonable – of the content and scope of recall measures, and give the Supplier the opportunity to comment. Further legal claims are unaffected.

14.3 The Supplier shall take out and maintain product liability insurance with a lump-sum coverage of at least five [5] million EUR per personal injury/property damage.

15.     Limitation Period

15.1 The mutual claims of the contracting parties shall expire in accordance with the statutory provisions, unless otherwise stipulated below.

15.2 By way of deviation from the statutory limitation period, the general limitation period for claims for defects shall be three (3) years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for surrender of goods shall remain unaffected; claims arising from defects of title shall furthermore not expire in any case as long as the third party can still enforce the right against us, in particular in the absence of a limitation period.

15.3 The limitation periods of sales law, including the above extension, shall apply to all contractual claims for defects to the extent provided by law. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period shall apply, unless the application of the limitation periods of sales law leads to a longer limitation period in individual cases.

16.     Industrial Property Rights / Copyrights and Work Results

16.1 The Supplier warrants that i) the services provided are free of third-party property rights which exclude or impair our use of the service; and ii) the Supplier has the authority to transfer or grant corresponding rights of use to us.

16.2 The Supplier shall indemnify us of all third-party claims, including claims of authors involved, which are enforced against us due to the contractual use of the service provided by the Supplier. This shall not apply insofar as the Supplier did not know or could not have known of the existence of third-party rights. The Supplier shall, as far as possible, conduct any necessary legal disputes himself in his own name and at his own expense. This shall not affect our right to claim damages in accordance with the statutory provisions and to withdraw from the contract.

16.3 Unless otherwise agreed, all tangible and intangible results (“work results”) arising in the course of the provision of the service shall transfer to us without any further condition and without any additional remuneration. If the transfer of such is not legally possible, the Supplier shall grant us an exclusive, transferable, sub-licensable, worldwide, irrevocable and free-of-charge right of use, unlimited in terms of time and content.

16.4 Unless otherwise agreed and to the extent required by us in order to be able to commercially use the services provided (including a work result), the Supplier hereby grants us a non-exclusive, transferable right of use, unlimited in terms of time and content, which may be sublicensed to third parties for the purpose of supplying products or providing services to us as well as to companies from our group of companies, and which applies worldwide, is irrevocable and free of charge, to the property rights or legal positions similar to property rights as required for this purpose.

16.5 If the Supplier creates or adapts software within the scope of his performance, the rights of use pursuant to Section 16.3 are not limited to the object code, but also extend to the source code and the documentation of the programs created and adapted.

17.     Applicable Law, Place of Jurisdiction

17.1 These Terms and Conditions and the contractual relationship between us and the Supplier shall be governed by the law at our registered office under exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

17.2 If the Supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office. The same shall apply if the Supplier is an entrepreneur. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these Terms and Conditions or a prior individual agreement or at the Supplier’s general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdictions, are unaffected.

Version: November 2022