§ 1 Scope of Application, Form

1. These General Terms and Conditions of Purchase (“GTCP”) apply to all business relationships with our business partners and suppliers (“Seller”). The GTCP apply only if the Seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
2. The GTCP apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether the Seller manufactures the Goods itself or procures them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCP in the version valid at the time of the Buyer’s order or, in any event, in the version most recently communicated to the Seller in text form shall also apply as a framework agreement to similar future contracts, without the need for renewed reference in each individual case.
3. These GTCP apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Seller shall become part of the contract only if and to the extent that we have expressly agreed to their applicability in writing. This requirement of consent applies in all cases, for example even if the Seller refers to its general terms and conditions in the order confirmation and we do not expressly object thereto.
4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and the provisions stated in our purchase order shall take precedence over these GTCP. Commercial clauses shall, in case of doubt, be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC), Paris, in the version valid at the time of conclusion of the contract.
5. Legally relevant declarations and notifications by the Seller in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. Written form within the meaning of these GTCP includes written and text form (e.g. letter, email, telefax). Statutory form requirements and further evidentiary requirements, in particular in cases of doubt regarding the authority of the declarant, remain unaffected.
6. References to statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly amended or expressly excluded in these GTCP.

§ 2 Conclusion of Contract

1. Our purchase order shall become binding at the earliest upon issuance or confirmation in writing. The Seller shall notify us of any obvious errors (e.g. typographical or calculation errors) and any incompleteness of the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded.
2. The Seller shall confirm our purchase order in writing within five (5) working days (acceptance).
3. A delayed acceptance shall be deemed a new offer and shall require our acceptance.

§ 3 Delivery Time and Delay in Delivery

1. The delivery time stated in our purchase order shall be binding. The Seller is obliged to inform us in writing without undue delay if it is likely that the agreed delivery times cannot be met, for whatever reason.
2. If the Seller fails to perform or fails to perform within the agreed delivery time, or is in default, our rights – in particular the right to withdraw from the contract and claims for damages – shall be governed by statutory provisions. The provisions of paragraph 3 remain unaffected.
3. In the event of delay, we may – in addition to further statutory claims – demand lump‑sum compensation for delay damages amounting to 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 that higher damage has been incurred. The Seller reserves the right to prove that no damage or significantly less damage has been incurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

1. The Seller may not have the owed performance rendered by third parties (e.g. subcontractors) without our prior written consent. The Seller shall bear the procurement risk for its performance unless otherwise agreed in individual cases (e.g. limitation to available stock).
2. Delivery shall be made within Germany “free domicile” to the place specified in the purchase order. If no place of delivery is specified and nothing else is agreed, delivery shall be made to our registered place of business at Auf dem Langloos 10, 55270 Klein‑Winternheim, Germany. The respective destination shall also be the place of performance for delivery and any subsequent performance (obligation to deliver).
3. Each delivery must be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (item number and quantity), and our order reference (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing or payment. Separately from the delivery note, a corresponding dispatch notification containing the same information shall be sent to us.
4. The risk of accidental loss and accidental deterioration of the Goods shall pass to us upon handover at the place of performance. If acceptance has been agreed, acceptance shall be decisive for the transfer of risk. Otherwise, statutory provisions of German contract for work and services law shall apply mutatis mutandis. Handover or acceptance shall be deemed to have occurred if we are in default of acceptance.
5. Statutory provisions apply to our default of acceptance. However, the Seller must expressly offer its performance even if a specific or determinable calendar date has been agreed for an act or cooperation on our part (e.g. provision of materials). In the event of our default of acceptance, the Seller may claim reimbursement of additional expenses in accordance with Section 304 BGB. If the contract concerns a non‑fungible item to be manufactured by the Seller (custom‑made item), further rights shall exist only if we have assumed a duty to cooperate and are responsible for the failure thereof.

§ 5 Prices and Payment Terms

1. The price stated in the purchase order shall be binding. All prices include statutory value‑added tax unless shown separately.
2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).
3. Payment shall be due within thirty (30) calendar days after complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If payment is made within fourteen (14) calendar days, the Seller shall grant us a cash discount of 3% on the net invoice amount.
4. We do not owe any maturity interest. Statutory provisions apply to default in payment.
5. Rights of set‑off, retention and the defense of non‑performance shall be available to us to the extent permitted by law. In particular, we may withhold due payments as long as claims arising from incomplete or defective performance by the Seller exist.
6. The Seller shall be entitled to rights of set‑off or retention only with respect to counterclaims that have been finally adjudicated or are undisputed.

§ 6 Confidentiality and Retention of Title

1. We retain ownership and copyright in all illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents may be used solely for contractual performance and must be returned to us after completion of the contract. They shall be kept confidential vis‑à‑vis third parties even after termination of the contract. The confidentiality obligation shall expire only if and to the extent that the knowledge contained in the documents becomes generally known. Separate confidentiality agreements and statutory provisions on the protection of trade secrets remain unaffected.
2. The above provision applies accordingly to substances and materials (e.g. software, finished and semi‑finished products) as well as to tools, templates, samples and other items provided by us. Such items shall – as long as they are not processed – be stored separately at the Seller’s expense and insured in reasonable scope against destruction and loss.
3. Any processing, mixing or combining (further processing) of provided items by the Seller shall be performed on our behalf. The same shall apply to further processing of the delivered Goods by us, so that we shall be deemed the manufacturer and shall acquire ownership of the product at the latest upon processing in accordance with statutory provisions.
4. Title to the Goods shall transfer to us unconditionally and irrespective of payment of the purchase price. If, however, we accept in individual cases an offer of the Seller to transfer title subject to payment of the purchase price, the Seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. We shall remain entitled, even prior to payment, to resell the Goods in the ordinary course of business with advance assignment of the resulting receivables. All other forms of retention of title, in particular extended, forwarded or processing‑related retention of title, are excluded.

§ 7 Defective Delivery

1. The Buyer’s rights in the event of material and legal defects (including incorrect or short delivery, improper assembly/installation, or defective instructions) shall be governed by statutory provisions, unless otherwise provided below. Statutory special provisions on reimbursement of expenses upon final delivery of newly manufactured Goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 para. 5, 327u BGB) remain unaffected in all cases, unless an equivalent compensation has been agreed, e.g. within the scope of a quality assurance agreement.
2. The basis of our liability for defects is, in particular, the agreement reached regarding the quality and intended use of the Goods (including accessories and instructions). All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us at the time of conclusion of the contract (in particular in catalogues or on our website) shall be deemed to constitute an agreement on quality within this meaning. If quality has not been agreed, the existence of a defect shall be assessed in accordance with statutory provisions (Section 434 para. 3 BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the product label, shall take precedence over statements made by other third parties.
3. In the case of Goods with digital elements or other digital content, we shall owe provision and, if applicable, updating of the digital content only insofar as this expressly results from an agreement on quality pursuant to paragraph 2. We assume no liability in this respect for public statements made by the manufacturer or other third parties.
4. We shall generally not be liable for defects known to the Buyer at the time of conclusion of the contract or defects which the Buyer was grossly negligent in not knowing (Section 442 BGB). Furthermore, the Buyer’s defect claims require that it has complied with its statutory obligations to inspect and give notice of defects (Sections 377, 381 HGB). In the case of Goods intended for installation or other further processing, inspection shall in any event be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection, or at any later point in time, we must be notified thereof in writing without undue delay. In any event, obvious defects must be reported in writing within five (5) working days after delivery, and defects not recognizable during inspection within the same period after discovery. If the Buyer fails to duly inspect and/or notify defects, our liability for defects not, not timely, or not properly notified shall be excluded in accordance with statutory provisions. In the case of Goods intended for installation, attachment, or installation, this shall also apply if the defect becomes apparent only after such processing due to a breach of one of these obligations; in such case, in particular, no claims shall exist for reimbursement of corresponding costs (“removal and installation costs”).
5. If the delivered Goods are defective, we shall initially be entitled to choose whether to provide subsequent performance by remedying the defect (repair) or by delivering defect‑free Goods (replacement delivery). If the form of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may reject it. Our right to refuse subsequent performance under statutory conditions remains unaffected.
6. We are entitled to make subsequent performance conditional upon the Buyer having paid the due purchase price. The Buyer is, however, entitled to withhold a portion of the purchase price that is proportionate to the defect.
7. The Buyer shall grant us the time and opportunity required for subsequent performance, in particular by handing over the defective Goods for inspection purposes. In the event of replacement delivery, the Buyer shall return the defective Goods to us upon request in accordance with statutory provisions; however, the Buyer shall not have a right of return. Subsequent performance shall not include removal, dismantling, or deinstallation of the defective Goods nor installation, attachment, or installation of defect‑free Goods if we were not originally obliged to perform such services; the Buyer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
8. The expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, shall be borne or reimbursed by us in accordance with statutory provisions and these GTCS if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for costs incurred due to an unjustified request for defect remedy if the Buyer knew or negligently did not know that no defect existed.
9. In urgent cases, e.g. where operational safety is at risk or to avert disproportionate damage, the Buyer has the right to remedy the defect itself and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified without undue delay, if possible in advance, of such self‑remedy. The right of self‑remedy shall not exist if we would have been entitled to refuse corresponding subsequent performance under statutory provisions.
10. If an appropriate deadline set by the Buyer for subsequent performance has expired without success or is dispensable under statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. In the case of an insignificant defect, however, no right of withdrawal shall exist.
11. Claims of the Buyer for damages or reimbursement of futile expenses shall exist only in accordance with § 8 of these GTCS and shall otherwise be excluded.

§ 8 Supplier Recourse

1. Our statutory reimbursement and recourse claims within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 para. 5, 327u BGB) shall apply without restriction in addition to defect claims. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement) owed by us to our customer in the individual case; this shall also apply to the provision of required updates for Goods with digital elements. Our statutory right of choice (Section 439 para. 1 BGB) remains unaffected.
2. Before acknowledging or fulfilling a defect claim asserted by our customer (including reimbursement of expenses pursuant to Sections 445a para. 1, 439 paras. 2, 3, 6 sentence 2, 475 para. 4 BGB), we shall notify the Seller and request a written statement with a brief description of the facts. If no substantiated response is received within a reasonable period and no amicable solution is achieved, the defect claim actually granted by us shall be deemed owed to our customer. The Seller shall bear the burden of proof to the contrary.
3. Supplier recourse claims shall also apply if the defective Goods have been connected with another product or otherwise further processed, whether by us, our customer or a third party.

§ 9 Product Liability

1. If the Seller is responsible for a product defect, it shall indemnify us against third‑party claims to the extent that the cause lies within its sphere of control and organization and it is itself liable vis‑à‑vis third parties.
2. Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with third‑party claims, including recall measures carried out by us. We shall inform the Seller of the content and scope of recall measures where possible and reasonable and grant it the opportunity to comment. Further statutory claims remain unaffected.
3. The Seller shall maintain product liability insurance with a minimum coverage of EUR 10 million per personal injury/property damage claim.

§ 10 Limitation Period

1. Claims of the contractual parties shall be subject to statutory limitation periods unless otherwise provided below.
2. Deviating from Section 438 para. 1 no. 3 BGB, the general limitation period for defect claims shall be three (3) years from transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. This three‑year limitation period shall also apply accordingly to claims for legal defects, without prejudice to the statutory limitation period for third‑party claims for surrender of property (Section 438 para. 1 no. 1 BGB). In no case shall claims for legal defects become time‑barred as long as the third party is still entitled to assert the right against us.
3. The limitation periods under sales law, including the above extension, shall apply to all contractual defect claims to the extent permitted by law. If non‑contractual claims for damages arise due to a defect, the regular statutory limitation periods (Sections 195, 199 BGB) shall apply, unless application of the sales‑law limitation periods results in a longer limitation period in the individual case.

§ 11 Choice of Law and Jurisdiction

1. These GTCP and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the Seller is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship shall be our registered place of business in 55270 Klein‑Winternheim, Germany. The same applies if the Seller is an entrepreneur within the meaning of Section 14 BGB. We shall, however, also be entitled in all cases to bring legal action at the place of performance of the delivery obligation pursuant to these GTCP or a prevailing individual agreement or at the Seller’s general place of jurisdiction. Mandatory statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.