General Purchasing and Order Conditions

Section 1 General / Scope

(1) The following conditions apply exclusively to all our orders and contracts.

(2) All deviations from these conditions in an individual case shall only be effective if we explicitly confirm these in writing or in text form. Any contradictory or varying conditions of the Supplier shall not apply unless we explicitly agree to the validity of the same in writing or in text form. Any contrary conditions of the Supplier in their GTC or order confirmation are hereby explicitly contradicted. Our contractual conditions also apply if we accept a delivery without reservations in knowledge of any contrary conditions or of conditions of the Supplier that differ from our Purchasing Conditions.

(3) All agreements that we conclude with the Supplier for the purposes of carrying out this Agreement must generally be put down in writing or in text form. Contracts that come under section 2 (2) are excluded from this.

(4) Our Purchasing Conditions also apply to all future transactions with the Supplier while simultaneously excluding any contrary general contractual conditions, including if no explicit reference is made to these.

(5) These Purchasing Conditions only apply to agreements with companies, legal entities unde public law and publicly-owned entities.

Section 2 Tender – Conclusion of an agreement

(1) Orders and contracts shall only be binding if we issue or confirm these in writing or in text form in accordance with section 126 b BGB (i.e. in particular also by email and fax). The Supplier is obliged to confirm our orders and contracts within a period of ten (10) working days, in writing or in text form. This also applies if our order in accordance with (2) differs from a tender that the Supplier had previously issued to us.

(2) In variance from (1) the following applies: – If the purchase price of an order, excluding ancillary costs and VAT, is a maximum of €500, our order shall also be binding if it is given verbally or by telephone. – If a framework agreement for the purchase of goods has been concluded with the Supplier, our order shall be binding regardless of
the value of the order if these Purchasing Conditions have become a constituent of this framework agreement.

(3) We reserve rights of ownership and copyright to illustrations, drawings, calculations and other documents provided by us; these must not be made accessible to any third parties without our explicit written agreement. These documents shall be used exclusively for production on the basis of our order; after the settlement of the order these shall be returned to us unsolicited. The obligation to maintain secrecy also applies after the settlement of this contract.

Section 3 Prices/Terms of Payment/Pallets

(1) The price disclosed or agreed in the order is a fixed price and relates to the terms “ex works”. Any deviations from this must be agreed in writing or in text form. The price excludes any value added tax that may be

(2) The return of packaging requires a separate agreement. In the event of delivery on wooden Europallets only exchangeable pallets in accordance with EPAL (at least Class C) may be used. Exchangeable Europallets will be exchanged. Damaged Europallets will not be credited to the Supplier’s loading equipment account or will not be paid. Deliveries on one-way or special pallets require our prior agreement.

(3) Insofar as nothing is agreed to the contrary in an individual case payment shall be made within fourteen (14) days of delivery and receipt of the invoice with a 2% earlypayment discount or within thirty (30) days net.

(4) We shall be entitled to statutory offsetting rights and rights of retention.

(5) Receivables from the agreements concluded with us may only be assigned with our written agreement.

Section 4 Delivery time

(1) Deliveries shall be made at the delivery date set down in a purchase agreement or agreed in the order.

(2) The Supplier is obliged to inform us without delay in writing or in text form if circumstances occur, or if it becomes recognisable to the Supplier, that as a result the stated delivery time cannot be met.

(3) If the Supplier falls into arrears with their performance we shall be entitled to our statutory rights. In particular, after the fruitless expiry of an appropriate deadline we shall be entitled to demand compensation in place of the performance and to withdraw from the agreement. If claims to compensation are
asserted, the Supplier is entitled to prove that they were not responsible for the breach of duties.

(4) Part-deliveries and advance deliveries are only permissible with our prior written agreement and shall not oblige us to issue a partial credit note or to any corresponding payment or crediting or payment before the agreed delivery date.

Section 5 Transfer of risks/ Documents/ Ownership rights

(1) Delivery shall be made ex works, if nothing to the contrary is agreed in writing or in text form in the individual case.

(2) The Supplier is obliged to state our order number on all invoices, shipping paperwork and delivery notes. The Supplier shall be responsible for all the consequences of non-compliance with this obligation, insofar as the Supplier cannot prove that it was not responsible for this.

(3) We shall acquire ownership to the delivered item on fulfilment of the Supplier’s purchase price receivable resulting from this contract at the latest. Any extended or expanded retention of title is excluded.

Section 6 Inspection for defects, warranty, liability

(1) Notwithstanding any further explicit agreements the Supplier guarantees that the goods have the agreed properties and condition, that they are free of defects and that they meet the applicable safety regulations.

(2) We are obliged to inspect the delivered goods within an appropriate period of time after delivery by the Supplier. We will meet our inspection obligations by carrying out random samples. We must notify the Supplier without delay of any defects that we identify during an inspection. A notice of defects shall be deemed to be punctual if it is received by the Supplier within a deadline of five (5) working days. In the event of hidden defects we will meet our obligation to give notice of defects if we notify the Supplier five (5) working days at the latest after we discover such defects.

(3) Statutory warranty entitlements shall apply without restrictions.

(4) The warranty period is two years, calculated from the transfer of risks.If we are required to meet warranty claims made by third parties to whom we delivered goods directly or indirectly within warranty periods with which we must comply, and if these claims relate to defects of goods of a Supplier, the Supplier shall be liable pursuant to sections 478, 479 BGB. These statutory regulations apply accordingly if a claim is not made against us by a consumer.

(5) With regard to the storage of goods subject to complaint our liability is excluded for breaches of obligations that do not relate to material contractual obligations or to losses caused by death, personal injury or injury to health and that were not caused with gross negligence or intent. In every case our liability shall be limited to typically foreseeable losses.

(6) Our contractual partner is obliged to comply strictly with our applicable house rules as well as with the instructions of our employees and shall explicitly instruct any assistants and vicarious agents they commission to comply with these. In the event of any culpable breaches of the house rules and/or instructions of our employees committed by assistants and vicarious agents of our contractual partner, our contractual partner shall alongside its assistants and vicarious agents themselves bear joint and several liability for any losses we incur, together with the assistants and vicarious agents it has commissioned, regardless of whether our contractual partner is culpable for causing the loss caused by the assistants and vicarious agents it has commissioned.

Section 7 Product liability, indemnification

(1) The Supplier assures us that it has taken out product liability insurance with sufficient cover, which they must prove to us on demand. If the Supplier is responsible for any product damage, they shall be obliged in this respect to indemnify us from third-party claims to compensation on first request to the extent to which the cause is located in their domain and organisational area and for which they are liable themselves externally.

(2) The Supplier shall ensure that no third-party property rights, in particular patents, registered designs or utility models, within the Federal Republic of Germany and the European Union, are breached in connection with their supply. If any third-party claims are made in this respect, the Supplier is obliged to indemnify us from these claims on first written request.

(3) The obligation of the Supplier to indemnify as per (1) and (2) relates to all expenses we necessarily incur from or in connection with any claim made by a third party.

Section 8 Provision of material/Retention of title

If we provide parts to the Supplier, we retain title to these parts. If our reserved goods are processed with other objects that do not belong to us, we acquire co-ownership to the new item in relationship to the value of our item to the other processed objects at the time of the processing. This applies accordingly in the event of any mixing. The Supplier is obliged to carry out a physical inventory of our goods at least once a year and to notify us of the stocks identified. The Supplier must permit us to access our goods by prior appointment.

Section 9 Sustainability

(4) The Supplier is obliged to align their business procedures in accordance with the guiding principles of sustainable development and to comply with internationallyrecognised standards for occupational safety, the protection of health and the environment, and with labour standards and human rights, in the light of the German Supply Chain Duties of Care Act. Further, the Supplier is obliged to set up and maintain actions in order to avoid any breaches of the prohibitions detailed in section 2 (2) and (3) LkSG (German Supply Chain Duties of Care Act).

(5) The Supplier is obliged to require its direct and indirect suppliers to comply with the standards specified in (1). (6) We reserve the right to check compliance by the Supplier with the standards specified in (1) at irregular intervals. The Supplier consents to our request to provide corresponding information and evidence or to conduct an in-house audit and to submit the results to us

Section 10 Miscellaneous

(1) The court of jurisdiction is our registered office. We may also file lawsuits against the Supplier at their court of jurisdiction.

(2) If nothing to the contrary is set in the order, the place of performance is our registered office.

(3) German law shall apply exclusively to the Agreement under the exclusion of UN sales law (CISG).

(4) Should one provision of these Conditions – regardless of the grounds – be ineffective, this shall not affect the validity of the remaining provisions.

(5) In cases of doubt the German version of these General Purchasing Conditions shall be authoritative.