§ 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 purchases 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 validity 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 modified 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) or 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 agreed delivery dates cannot be met, for whatever reason.
2. If the Seller fails to perform, fails to perform on time, or is in default, our rights – in particular withdrawal 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 engage third parties (e.g. subcontractors) to perform the owed services without our prior written consent. The Seller bears the procurement risk for its performance unless otherwise agreed in individual cases (e.g. limitation to stock goods).
2. Delivery shall be made within Germany “free domicile” to the location specified in the purchase order. If no place of delivery is specified and nothing else is agreed, delivery shall be made to our 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), content of 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 with the same content 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 material). In the event of our default of acceptance, the Seller may claim reimbursement of additional expenses pursuant to Section 304 BGB. Where 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 are inclusive of statutory value‑added tax, unless shown separately.
2. Unless otherwise agreed, 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 publicly known. Separate confidentiality agreements and statutory provisions on trade secret protection remain unaffected.
2. The above provision applies accordingly to substances and materials (e.g. software, semi‑finished and 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 carried out on our behalf. The same applies if the delivered Goods are further processed by us; in such case, 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 (auxiliary application of a simple and extended retention of title limited to resale). All other forms of retention of title, in particular extended, forwarded, or processing‑related retention of title, are excluded.

§ 7 Defective Delivery

1. Our rights in the event of material and legal defects of the Goods (including incorrect or short delivery, improper assembly/installation, or defective instructions) and other breaches of duty by the Seller shall be governed by statutory provisions and, exclusively in our favor, the following supplements and clarifications.
2. In particular, the Seller warrants that the Goods have the agreed quality upon transfer of risk. Any product descriptions that are contractually agreed, in particular by designation or reference in our purchase order or otherwise incorporated into the contract, shall constitute an agreement on quality, irrespective of whether such descriptions originate from us, the Seller, or the manufacturer.
3. In the case of Goods with digital elements or other digital content, the Seller shall be obliged to provide and update the digital content to the extent resulting from an agreement on quality pursuant to paragraph 2 or from manufacturer specifications or public product descriptions (in particular online, in advertising, or on product labeling).
4. We are not obliged to inspect the Goods or conduct special inquiries regarding defects at the time of contract conclusion. Deviating in part from Section 442 para. 1 sentence 2 BGB, defect claims remain fully available to us even if the defect was unknown due to gross negligence.
5. Statutory provisions regarding inspection and notice of defects (§§ 377, 381 HGB) apply with the following clarification: Our inspection obligation is limited to defects that are apparent during incoming goods inspection upon external examination including delivery documents or recognizable during sample‑based quality control. If acceptance is agreed, no inspection obligation exists. In any case, notice of defects shall be deemed timely if sent within five (5) working days after discovery or, in the case of obvious defects, after delivery.
6. Subsequent performance includes removal of the defective Goods and re‑installation, provided the Goods were installed or attached in accordance with their intended use before the defect became apparent. The Seller shall bear all inspection and subsequent performance costs, including removal and installation costs, even if no defect is ultimately found. We shall be liable for costs of unjustified defect claims only if we recognized or grossly negligently failed to recognize that no defect existed.
7. If the Seller fails to perform subsequent performance within a reasonable deadline set by us, we may remedy the defect ourselves and demand reimbursement or an advance payment. No deadline is required if subsequent performance is unreasonable or urgent. The Seller shall be informed without undue delay where possible.
8. Otherwise, we may reduce the purchase price or withdraw from the contract in accordance with statutory provisions and claim damages or reimbursement of expenses.

§ 8 Supplier Recourse

1. Our statutory reimbursement and recourse claims within a supply chain (Sections 478, 445a, 445b or Sections 445c, 327 para. 5, 327u BGB) shall apply without restriction in addition to defect claims.
2. Prior to acknowledging or fulfilling defect claims asserted by our customer, we shall notify the Seller and request a written statement. If no substantiated reply is received within a reasonable period, the fulfilled claim shall be deemed owed.
3. Supplier recourse applies even if the defective Goods have been processed or integrated into other products.

§ 9 Product Liability

1. If the Seller is responsible for a product defect, it shall indemnify us against third‑party claims to the extent the cause lies within its sphere of control and organization.
2. The Seller shall reimburse expenses pursuant to Sections 683, 670 BGB arising in connection with recall measures. Further statutory claims remain unaffected.
3. The Seller shall maintain product liability insurance with minimum coverage of EUR 10 million per personal/property damage claim.

§ 10 Limitation Period

1. Claims shall be subject to statutory limitation periods unless otherwise provided below.
2. Deviating from Section 438 para. 1 no. 3 BGB, the limitation period for defect claims shall be three (3) years from transfer of risk or acceptance.
3. Sales‑law limitation periods apply to all contractual defect claims; non‑contractual claims follow statutory limitation periods unless longer periods apply.

§ 11 Choice of Law and Jurisdiction

1. These GTCP and the contractual relationship shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Exclusive jurisdiction – also international – shall be our registered place of business in 55270 Klein‑Winternheim, Germany, unless mandatory law provides otherwise.