General Terms and Conditions of Purchase (GTCP)

-Buyer-

1. Scope of Application

1.1. These General Terms and Conditions of Purchase (GTCP) apply exclusively to all business relationships, particularly declarations, legal transactions and contracts, as well as their respective performance, with business partners and suppliers, provided that 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.

1.2. The GTCP apply in particular to contracts concerning the delivery of movable items (“Goods”), irrespective of whether the Supplier manufactures the Goods itself or purchases them from subcontractors (Sections 433 and 650 BGB).

1.3. Any deviating terms and conditions of the Supplier shall only be binding if the Buyer agrees to them at least in text form. These GTCP shall also apply if the Buyer accepts the Supplier’s performance without reservation while being aware of deviating terms and conditions.

1.4. Individual agreements between the Supplier and the Buyer shall take precedence over these GTCP. Proof of their content requires an agreement concluded with the Buyer at least in text form or confirmation by the Buyer.

1.5. Legally relevant declarations and notifications by the Supplier relating to the contract, such as the setting of deadlines, reminders and declarations of withdrawal, must be made at least in text form.

1.6. These GTCP shall also apply to future transactions with the Supplier without the need for a further express agreement.

1.7. If, due to the nature of the Supplier’s performance or a corresponding agreement, the result of the performance is subject to acceptance, acceptance shall replace delivery as referred to in these GTCP.

2. Conclusion of Contract, Offers and Cost Estimates

2.1. The Supplier is required to confirm each order placed by the Buyer within two working days of receipt, stating the binding price and delivery date, at least in text form. If this confirmation is not provided within the aforementioned period, the Buyer shall no longer be bound by its order.

2.2. A delayed confirmation shall be deemed a new offer and shall require acceptance by the Buyer.

3. Delivery Time and Delay in Delivery

3.1. The delivery time specified by the Buyer in the order shall be binding unless a different agreement has been confirmed at least in text form. The Supplier is obliged to inform the Buyer immediately, at least in text form, if it anticipates that it will be unable to comply with agreed delivery times, irrespective of the reason.

3.2. If the Supplier fails to perform, fails to perform within the agreed delivery time or is in default, the Buyer’s rights, particularly its rights of withdrawal and compensation, shall be governed by the statutory provisions. The provisions under Section 3.3 shall remain unaffected.

3.3. If the Supplier is in default, the Buyer shall be entitled, in addition to any further statutory claims, to claim liquidated damages for delay amounting to 0.3% of the net price of the ordered Goods per day, up to a maximum of 5% of the net price of the ordered Goods. The Buyer reserves the right to prove that greater damage has been incurred. The Supplier shall be entitled to prove that no damage or substantially less damage has been incurred.

4. Delivery, Transfer of Risk and Default of Acceptance

4.1. Delivery shall be made to the location specified in the order. This location shall also be the place of performance for the delivery and any subsequent performance (obligation to deliver to the Buyer’s premises).

4.2. The delivery must be accompanied by a delivery note stating the date of issue and dispatch, the contents of the delivery, including the order number and quantity, and the order reference, including its date and number. If the delivery note is missing or incomplete, the Buyer shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch notification containing the same information must be sent to the Buyer separately from the delivery note.

4.3. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer upon handover at the place of performance.

4.4. Any default of acceptance by the Buyer shall be governed by the statutory provisions. The Supplier must expressly offer its performance even if an action or cooperation by the Buyer, such as the provision of materials, or a specific or determinable calendar date has been agreed. If the Buyer is in default of acceptance, the Supplier may claim reimbursement of its additional expenses in accordance with the statutory provisions (Section 304 BGB).

4.5. Events of force majeure, such as strikes, lockouts, war or export restrictions, which make it impossible or unreasonable for the Buyer to perform the contract, shall release the Buyer from its obligation to accept the Goods on time for the duration of such events. The Buyer shall inform the Supplier accordingly. In such a case, the parties undertake to adapt the contract.

5. Prices, Invoices and Payments

5.1. Unless otherwise agreed, all prices stated in the order shall be denominated in euros (EUR).

5.2. The price stated in the Buyer’s order shall be binding and fixed. It shall include all services provided by the Supplier, particularly packaging, transport costs, insurance premiums, customs duties and any excise duties.

5.3. Value-added tax must be shown separately from the price.

5.4. Invoices must include the information stated in the order. Each invoice may only relate to goods or services covered by one order.

5.5. The agreed price shall become due for payment within 60 calendar days following complete delivery and performance and receipt of a proper invoice. In the case of a bank transfer, payment shall be deemed to have been made on time if the Buyer’s bank receives the transfer instruction before the payment deadline expires. If payment is made within 14 days of the due date, the Supplier shall grant a 2% discount.

5.6. The Supplier shall not be entitled to interest from the due date. In all other respects, the statutory provisions shall apply if the Buyer defaults on payment.

6. Packaging

The Goods to be delivered by the Supplier must be packaged in such a way that damage during transport is prevented. The packaging material used must be environmentally friendly and must only be used to the extent necessary. Ownership of the packaging shall pass to the Buyer. At the Buyer’s request, the Supplier shall take back the packaging, or the Buyer shall dispose of the packaging at the Supplier’s expense.

7. Confidentiality

7.1. The Buyer reserves its ownership rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents may only be used for the contractual performance and must be returned to the Buyer upon completion of the contract. The Supplier undertakes to keep the documents referred to in sentence 1 confidential, including after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become publicly known. Special confidentiality agreements and statutory provisions on the protection of trade secrets shall remain unaffected. If a separate confidentiality agreement applies between the Supplier and the Buyer, the provisions of that agreement shall apply.

7.2. The foregoing provision shall apply accordingly to substances and materials, such as software and finished and semi-finished products, as well as tools, templates, samples and other items provided to the Supplier by the Buyer for production purposes.

8. Retention of Title, Set-Off and Rights of Retention

8.1. Ownership of the delivered Goods shall pass to the Buyer upon handover. Any agreement concerning a simple, extended or prolonged retention of title by the Supplier is hereby excluded. In all cases, the Buyer shall be entitled, without further action and particularly without approval or notification, to process the delivered Goods or otherwise dispose of them.

8.2. Set-off and the assertion of rights of retention shall only be permitted insofar as the Supplier’s counterclaim is undisputed or has been finally established by a court. The defence of non-performance of the contract shall remain unaffected.

8.3. Tools, drawings, samples, models, trademarks or products made available to the Supplier shall remain the property of the Buyer. As long as they are not being processed, they must be stored separately at the Supplier’s expense and adequately insured against destruction and loss. They may only be transferred or delivered to third parties with consent given at least in text form. Upon completion of the order, they must be returned to the Buyer unless otherwise agreed.

9. Incoming Goods Inspections

The Buyer shall only be obliged to inspect incoming Goods for obvious defects, completeness and conformity with the Goods ordered. Such defects shall be reported to the Supplier within five days of delivery; other defects shall be reported within five days of their discovery. A notice of defects shall not restrict the Buyer’s rights.

10. Warranty, Liability and Other Performance Disruptions

10.1. The Supplier must provide its performance free from material defects and defects of title, in accordance with the relevant quality assurance agreement and the generally accepted rules of technology, safety regulations, occupational health and safety regulations, accident prevention regulations and all other applicable provisions.

10.2. Rights relating to material defects and defects of title shall be governed by the statutory provisions, subject to the additions and clarifications set out below.

10.3. The place of performance for subsequent performance shall be the location of the Goods.

10.4. At the Buyer’s request, subsequent performance shall include any necessary removal and transportation, as well as the installation of the replacement delivery. The Buyer’s right to reimbursement of the corresponding expenses shall remain unaffected.

10.5. The Buyer shall also be entitled to remedy the defect itself at the Supplier’s expense if the Supplier is in default or if requesting subsequent performance by the Supplier would be unreasonable for the Buyer. The Buyer may demand an advance payment from the Supplier for the expenses required to remedy the defect.

10.6. The Supplier shall ensure that its delivery and the Buyer’s contractual use of the delivery do not infringe any patents or other third-party intellectual property rights. The Supplier shall indemnify the Buyer and the Buyer’s customers (contracting partners) against all third-party claims arising from infringements of intellectual property rights. This shall not apply if the Supplier has manufactured and delivered the products in accordance with the Buyer’s instructions using drawings, models or similar materials.

11. Supplier Recourse

11.1. In addition to claims for defects, the Buyer shall be entitled without restriction to the statutory rights of recourse within the supply chain (Sections 478, 445a, 445b and Sections 445c, 327(5) and 327u BGB).

11.2. Before recognising or satisfying a claim for defects asserted by the Buyer’s customer (contracting partner), including reimbursement of expenses pursuant to Sections 445a(1), 439(2), (3), (6) sentence 2 and 475(4) BGB, the Buyer shall inform the Supplier accordingly and give it the opportunity to submit a statement in text form within a period specified by the Buyer. If no substantiated statement is submitted within this period and no mutually agreed solution is reached, the decision made by the Buyer shall apply. In this case, the Supplier shall bear the burden of proving otherwise.

11.3. The claims under Sections 11.1 and 11.2 shall also apply if the delivered defective Goods have been processed by the Buyer, its customer or a third party.

12. Product Liability

12.1. If the Supplier is responsible for damage caused by a product, it shall indemnify the Buyer against third-party claims to the extent that the cause falls within the Supplier’s area of control and organisation and the Supplier itself is liable in relation to third parties.

12.2. As part of its indemnification obligation, the Supplier shall reimburse the expenses pursuant to Sections 683 and 670 BGB arising from or in connection with claims asserted by third parties, including recall measures carried out by the Buyer. The Buyer shall inform the Supplier of the content and scope of recall measures, insofar as possible and reasonable, and give the Supplier an opportunity to comment. Further statutory claims shall remain unaffected.

12.3. The Supplier must take out and maintain product liability insurance with a lump-sum coverage amount of at least EUR 10 million per personal injury or property damage claim. At the Buyer’s request, the Supplier shall provide evidence of the aforementioned insurance coverage by presenting the insurance policy.

13. Limitation Periods

13.1. The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions unless otherwise stipulated below.

13.2. Notwithstanding Section 438(1) No. 3 BGB, the general limitation period for claims arising from defects shall be three years from the transfer of risk. The limitation period shall be suspended for the period between the Buyer’s notification of the defect and the rectification of the defect. The three-year limitation period shall also apply accordingly to claims arising from defects of title, without prejudice to the statutory limitation period for third-party claims for restitution based on rights in rem (Section 438(1) No. 1 BGB). Furthermore, claims arising from defects of title shall not become time-barred for as long as the third party can still assert the right against the Buyer, particularly because the third party’s claim is not time-barred.

13.3. The limitation periods under the law governing the sale of goods, including the aforementioned extension, shall apply, to the extent permitted by law, to all contractual claims arising from defects. If the Buyer is also entitled to non-contractual claims for damages due to a defect, the standard statutory limitation period shall apply (Sections 195 and 199 BGB), unless the application of the limitation periods under the law governing the sale of goods results in a longer limitation period in the individual case.

14. Rights of Use

14.1. The Supplier grants the Buyer the exclusive and unrestricted right, without any time limitation, to publish, distribute, reproduce, edit and otherwise exploit all ideas, concepts, drafts and designs produced by the Supplier and commissioned by the Buyer. The rights granted above shall extend to all forms of use. The granting of rights under this provision expressly includes the right to transfer such rights to third parties.

14.2. The granting of these rights shall be fully compensated by the respective price paid by the Buyer to the Supplier.

15. Compliance

15.1. The Supplier is obliged to act in accordance with the legal provisions applicable to it, particularly data protection regulations, competition law, anti-corruption and anti-money laundering regulations, as well as the German Supply Chain Due Diligence Act.

15.2. If there is reasonable suspicion or it has been established that the Supplier has violated the legal provisions applicable to it, the Buyer shall be entitled to withdraw from the contract if the Buyer can no longer reasonably be expected to continue the contract. The Buyer’s other rights, particularly claims for damages, shall remain unaffected.

16. Governing Law and Place of Jurisdiction

16.1. All legal relationships between the Supplier and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2. The place of jurisdiction for all legal proceedings shall be Traunstein. The Buyer shall also be entitled, at its discretion, to bring legal proceedings against the Supplier at the Supplier’s general place of jurisdiction.