General Terms and Conditions of Purchase

1. Application of General Terms and Conditions of Purchase; Exclusion of other terms and conditions

1.1 These General Tenns and Conditions of Purchase ("GTCP") apply to all business relationships with our suppliers ("Suppliers"). They apply, in particu­lar, to contracts concerning the purchase of movea­ble goods and services related to such purchase ir­respective of whether the Supplier has manufac­tured such goods itself or purchased them from sub­suppliers. However, they apply only if the Supplier is an entrepreneur within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch), a legal entity under public law or a special public fund (öffentlich-rechtliches Sondervermögen).

1.2 These GTCP will apply exclusively. Terms and conditions of the Supplier that conflict with, differ from or supplement our GTCP are excluded unless we have given our express written consent thereto. Such consent does in particular not exist ifwe, hav­ing knowledge of the Supplier's terms and condi­tions and without any reservations thereto, issue or­ders, accept deliveries or services or directly or in­directly refer to letters, etc., which contain the Sup­plier's or third-party terms and conditions.

1.3 Our GTCP serve as a framework agreement (§ 305 (3) ofthe Gennan Civil Code) and also apply to future contracts pursuant to (1) with the same Supplier in the respective current version of the GTCP at the time of our order without us having to refer to the GTCP in each individual case. In case of amendments to our GTCP, we will infonn the Supplier accordingly.

2. Conclusion, content and proof of contract; written form; representation

2.1 Only our written orders or orders confinned in writ­ing are binding. The Supplier is obliged to notify us of any obvious errors (such as typographical or cal­culation errors, incorrect specifications of the goods or incompletenesses/omissions) in the order and all documents associated therewith, so that they can be corrected and/or completed before the conclusion of the contract; otherwise the contract will be deemed not to have been concluded.

2.2 The Supplier may accept our order by way ofwrit­ten order confinnation within the deadline stated in the order (if any) or within a period of [5] working days (Monday to Friday disregarding any public holidays) following the date of the order. In the event of written order confinnation it is decisive that such confinnation is received by us in due time. Any order confirmation is deemed to be made with­out reservations. Late order confinnations are deemed to be new offers from the Supplier which we can accept at our own discretion.

2.3 Any legally relevant statements or information pro­vided by the Supplier after the contract has been concluded (e.g. deadlines, reminders, declarations of withdrawal) must be in writing to be valid.

2.4 If the ordered goods have not yet been manufac­tured, we may request changes in design and execu­tion at our discretion. If such changes cause addi­tional or reduced costs, the parties will agree on a reasonable adjustment of the price. If the parties cannot agree on a reasonable adjustment of the price, a third party expert will detennine the ad­justed price. The costs of the expert will be borne equally by the parties.

2.5 To comply with written-form requirements within the meaning ofthese GTCP, it is sufficient for com­munications to be sent by e-mail.

2.6 The written contract'including these GTCP, which are part ofthe written contract, contains the conclu­sive agreements regarding the subject of the con­tract. Any oral agreements entered into or oral represantations made by us before the written con­tract was concluded, are not legally binding and are superseded in füll by the written contract unless it is expressly evident that they are to continue to apply.

2.7 Any individually negotiated terms - including those agreed orally - take precedence over these GTCP. For proof of the content of such individually nego­tiated terms, the written contract or our written con­firmation is authoritative.

2.8 With the exception of our directors, authorised of­ficers (Prokurist) and any other employees ex­pressly named to the Supplier as contacts- each act­ing according to the company rules on representa­tion - our employees are not authorised to place or­ders, conclude contracts, enter into any individual written or oral arrangements or make other repre­sentations or statements; any such statements of our employees and/or acceptance of statements are ir­relevant and we are not bound by any such state­ments.

3. Reservation of rights; confidentiality

3.1 We reserve all title, copyright and property rights regarding all documents, materials and other items (such as order documents, plans, drawings, illustra­tions, calculations, descriptions of the goods, sam­ples, models and other physical and/or electronic documents, information and items) that we provide to the Supplier.

3.2 The Supplier may not disclose or make such items or their content available to third parties, use them, reproduce them or alter them without our prior writ­ten consent. The Supplier may use them solely for the purposes specified in the contract and must re­tum them to us in full/or destroy them at our request and destroy ( or delete) any copies whether physical or electronic if they are no longer needed in the due course ofbusiness or in order to comply with statu­tory archiving requirements. The Supplier is obliged to confinn, at our request, that the above­mentioned documents, materials and items have been retumed and destroyed/deleted in füll or pro­vide evidence as to which of the items it claims to still need and for what reasons.

4. Incoterms and other modalities of delivery; trans­fer of risk; acceptance; rights in case of Supplier's default

4.1 In the absence of other agreements, "DDP Inco­terms (2020)" with respect to the delivery address specified in our order or, if no such address is spec­ified, the location of our respective ordering entity applies to all our orders.

4.2 The delivery time (delivery date or delivery period) specified in our order or otherwise stipulated in these GTCP ("Delivery Time") is binding. If no De­livery Time is specified in our order or otherwise agreed on, it will be [2] weeks following the con­clusion of the contract. The Supplier will inform us in writing without delay if it will probably not be able to make the delivery in due time, also stating the reason for and the expected duration of the de­lay.

4.3 Early deliveries and/or partial deliveries may be made only with our prior written consent.

4.4 The risk of accidental loss and accidental deteriora­tion of the goods will transfer to us upon handover at the delivery address pursuant to paragraph (1). This also applies if in deviation from paragraph (1) a different Incoterm was agreed on. If the parties have agreed that the goods have to undergo an ac­ceptance procedure, the risk will transfer to us upon successful completion of the acceptance procedure; the statutory regulations conceming contracts for work apply mutatis mutandis to the acceptance pro­cedure. The statutory regulations concerning the transfer of risk due to our potential delay in ac­ceptance (see paragraph (7) below) remain unaf­fected by the provisions in this paragraph (4).

4.5 If the Supplier does not perform its obligations at all, not within the Delivery Time or if the Supplier is in default due to other reasons, our rights - par­ticularly the right to withdrawal and the right claim damages - are govemed by statutory provisions. In case of default, we are also entitled to liquidated damages pursuant to paragraph (6) below. If the date on which the delivery is to made at the latest is specified in or can be determined based on the con­tract, the Supplier will be deemed in default upon expiration of such date without requiring us to issue a prior waming in this regard; the statutory obliga­tions (i) to set a deadline before withdrawing from the contract or before claiming damages instead of performance or (ii) on the dispensability of the re­quirement to set a deadline remain unaffected.

4.6 If the Supplier is in default, we are entitled - in ad­dition to further-reaching statutory claims for dam­ages and in addition to our claim for performance -to liquidated damages for our losses caused by the default in the amount of [0.5 percent] of the net value of the delayed delivery for each completed [calendar week], but in total not more than [5 per­cent] of the net value of the delayed delivery. We reserve the right to prove that the actual loss suf­fered was higher and do not need to prove a mini­mum loss. The Supplier's right to prove that we suf­fered no loss at all or a significantly lower loss re­mains unaffected.

4.7 In case we are in delay with acceptance, the statu­tory provisions apply subject to the following: The Supplier must expressly offer us its performance even if a calendar date is set for an action to be per­formed by us. If we are in delay with acceptance, the Supplier is entitled to demand compensation for its additional expenses pursuant to the statutory pro­visions (§ 304 of the German Civil Code) . If the contract concems the manufacturing of items that are not fungible (§ 651 sentence 3 of the German Civil Code), the Supplier is entitled to further­reaching claims and rights (§ 642, § 643 ofthe Ger­man Civil Code) only if we have bindingly under­taken to assist and we are at fault with regard to the failure to assist.

5. Prices, documents, invoices, payment procedure, payment default

5.1 The price stated in our order is a binding fixed price and includes statutory VAT if not specified inde­pendently.

5.2 Unless agreed otherwise, the price includes all ser­vices and ancillary services ofthe Supplier (e.g. as­sembly, installation, commissioning, set-up/adjust­ment) and all ancillary costs (e.g. proper packaging, transport, insurance of the goods), taxes (with re­gard to value-added tax, however, see para­graph (1) ), customs and other duties.

5.3 The Supplier will enclose a delivery bill with the delivery. With the beginning of the shipment, the Supplier will send a dispatch note to us by email. Any order confirmations, delivery documents and invoices must contain at least our order number, the order date, the item description, the quantity deliv­ered and the delivery address. If the processing by us is delayed due to missing information, we are not at fault for the delay; our payment deadline will au­tomatfcally be extended by a reasonable period. Our right to request complete information/documents remains unaffected.

5.4 We will pay without deduction within [30] days af­ter we received (i) the performance of the Supplier in füll and (ii) the respective invoice or any equiva­lent statement. If we pay within [14] days, we are entitled to a 2 per cent discount on the net invoice amount. The deadline for the payment will be deemed met if our transfer order is received by our bank before this deadline.

5.5 We do not owe any interest after the due date (§§ 352, 353 of the German Commercial Code (Handelsgesetzbuch)). If we are in default in pay­ment, the statutory provisions apply with the excep­tion that a written reminder by the Supplier is nec­essary in any case.

6. Rights of setoff and retention

6.1 We are entitled to all rights of setoff and retention and the defences of non-performance of the con­tract, defectiveness (§ 320 of the German Civil Code) and uncertainty (§ 321 of the German Civil Code) to the full extent provided by law.

6.2 The Supplier only has the right to setoff and to as­sert a right of retention if
a) its counterclaim is ei­ther undisputed,
b) has been ruled final and abso­lute by a court of law or
c) if the counterclaim claim is synallagmatic to our principal claim.

7. Supplier's Retention of Title

7.1 Title to the goods will be transferred to us uncondi­tionally and irrespective of our payment of the pur­chase price.

7.2 If, contrary to (1), a retention of title by the Supplier is agreed on in an individual case or if a retention of title is established otherwise (e.g. by mandatory statutory law), such retention of title will expire at the latest upon our füll payment of the purchase price for the respective goods delivered. All forms of
a) expanded retention of title,
b) retention of ti­tle extended to processing or altering or
c) trans­ferred retention of title are excluded.

7.3 If a retention oftitle applies in accordance with par­agraph (2)8(2), we will in any way be entitled in the ordinary course ofbusiness, even before payment of the purchase price, to 
a) to resell the goods subject to an advance assign­ment of our purchase price claim arising from the respective resale to the Supplier which is hereby de­clared by us;
b) to process, transform, combine, mix and blend the goods. This shall always be done for us as man­ufacturer, in our name and on our account. We thereby acquire ownership in accordance with the respective statutory provisions (if we have not al­ready acquired ownership by payment of the pur­chase price).

8. Compliance of the goods, quality management

8.1 The Supplier warrants that its goods comply with the statutory regulations, state-of-the-art technology and the agreed specifications of the goods. This in­cludes in particular compliance with the German Product Safety Act (Produktsicherheitsgesetz) and the provisions on CE marking.

8.2 The Supplier must establish and maintain a docu­mented quality management system, suitable in scope and nature, which corresponds to the latest state of the art technology. lt must prepare records, especially with respect to quality reviews, and pro­vide us with these records without delay at our re­quest.

9. Rights in case of defects and other breaches of duty; risk of procurement 

9.1 The statutory provisions apply without restrictions to our rights in the event of a defectiveness of the goods (quality or legal defects), including false/short delivery, faulty assembly or faulty in­structions, and to our rights in the event of other breaches of duty by the Supplier. The provisions of these GTCP, particularly the following provisions and § 10, apply in addition to our statutory rights.

9.2 The statutory provisions (§§ 377,381 ofthe Com­mercial Code) and the provisions in this paragraph apply with respect to our commercial duty to inspect and object the goods.
a) Our obligation to inspect incoming goods is lim­ited to defects that can be revealed during a superfi­cial examination of the goods, including the deliv­ery documents and during a quality control in a ran­dom sample procedure (e.g., transport damage, de­livery ofthe wrong goods and short deliveries).
b) Our obligation to notify the Supplier of defects discovered later remains unaffected.
c) In the cases described in lit. (a) our notification of a defect to the Supplier is deemed to be issued without delay if we send it within [eight (8)] working days after receipt of the goods; in the cases described in lit. (b), the deadline to issue the notifi­cation of the defect is [ five (5)] working days after discovery. 
d) Where an acceptance procedure has been agreed on, there is no obligation to perform an incoming goods inspection for us. 

9.3 If the goods are defective, we may, at our discretion, demand either subsequent performance by rectifica­tion ofthe defect (repair) or by delivery of a defect­free good (replacement). If defective goods have been installed in or attached to another item in ac­cordance with their nature and intended use, the subsequent performance also includes, at our dis­cretion,
a) the removal of the defective goods and the installation or attachment of the repaired or newly delivered good, or
b) reimbursement of our expenses required for this purpose.

9.4 If the Supplier does not fulfill its obligation of sub­sequent performance within a reasonable deadline set by us, we may remedy the defect ourselves and request reimbursement of the costs arising in con­nection with such remedy or a corresponding ad­vance payment from the Supplier. Ifthe subsequent performance by the Supplier has failed or if we can­not reasonably be expected to accept it owing to Special circumstances (e.g. owing to special ur­gency, <langer to operational safety or impending occurrence of disproportionately great losses), we will not be required to set a (if applicable, new) deadline; we will infonn the Supplier of such spe­cial circumstances without delay, if possible before we remedy the defect ourselves.

9.5 The costs incurred for the purpose of inspection and remedy by the Supplier - including any costs for re­moval and installation - will be bome by the Sup­plier even if it becomes evident that there was actu­ally no defect. However, we are liable for damages in the event of unjustified requests for the remedy of defects to the extent we kew of or due to gross negligence did not know that there was actually no defect.

9.6 The Supplier bears the procurement risk for its ser­vices unless explicitly agreed otherwise in writing (e.g., by agreeing on an obligation lirnited to avail­able stocks (Vorratsschuld)).

9.7 We do not acknowledge and hereby object to any clauses lirniting the Supplier's warranty or liability.

10. lnfringement of third-party property rights

10.1 In addition to our rights pursuant to § 9 and subject to paragraph (2), the Supplier warrants that no prop­erty rights of third parties in countries of the Euro­pean Union (EU) and of the European Economic Area (EEA), in Switzerland, in the USA, in Canada or in other countries in which the Supplier manufac­tures the goods or has the goods manufactured are infringed by the goods delivered by the Supplier. 

10.2 The Supplier is obliged to indemnify us from all claims that third parties assert against us owing to the infringement of property rights as described un­der paragraph (1) and to reirnburse all necessary ex­penditures incurred by us in connection with such an assertion of clairns. The indemnification clairn is excluded if the Supplier proves that it is neither at fault with regard to the infringement of property rights nor ought to have known about this at the time of the delivery if the due diligence of a prudent busi­nessman had been exercised.

11. Product liability; product safety; insurance

11.1 If a claim is asserted against us by a third party ow­ing to a physical injury or property damage as a re­sult of product and/ or producer's liability and if such damage is caused by a defective good delivered by the Supplier, the Supplier must indemnify us - in­sofar as the Supplier is itself also liable towards the third party - from such claim and reirnburse all nec­essary expenditures incurred by us in connection with such third party claim.

11.2 If we are obliged to carry out a recall owing to a defective good delivered by the Supplier and the <langer for persons and/or objects emanating from this defective good, the Supplier is in addition obliged to bear all costs arising from the recall and product wamings. Any further-reaching statutory claims and rights from us remain unaffected. W e will infonn the Supplier of recall measures and product wamings - if possible and deemed reason­able - as soon as possible and give the Supplier an opportunity to state its case.

11.3 If the Supplier discovers indications that his goods unexpectedly cause hazards for persons and/or property, he is obliged to inform us immediately in writing about the cause, type and extent of the haz­ard. This obligation applies in particular in the event of a defectiveness of the goods. The Supplier's stat­utory obligations to provide information and wam­ings remain unaffected.

11.4 If official measures are taken at or against the Sup­plier in con-nection with goods ordered by us (in particular measures under product safety law, such as the ordering of a recall or prelimi-nary measures), or if the supplier is considering such measures of its own (in particular a report to a mar­ket surveillance authority or a recall), the Supplier will inform us in writing without undue delay.

11.5 The Supplier is obliged to maintain at its own ex­pense a product liability insurance with a coverage amount of at least €[10] million per physical injury or property damage. At our request, the Supplier will prove the existence of such insurance by pre­senting a confinnation of insurance and/or other in­surance documents.

12. Spare parts

12.1 The Supplier is obliged to supply us with spare parts for the goods supplied to us for a period of [ten (10)] years after delivery at a reasonable market price.

12.2 If the Supplier decides to discontinue the manufac­turing or sale of spare parts for the goods supplied to us, the Supplier will notify us of this without un­due delay and at least [three (3)] months before the discontinuation of production or sale. The Suppli­er's obligation under paragraph (1) remains unaf­fected.

13. Limitation period

13.1 The limitation period is subj ect to the statutory pro­visions unless stated otherwise hereinafter.

13.2 In derogation from § 438 (1) No. 3 of the Gennan Civil Code, the general Iimitation period for con­tractual claims due to defects is [three (3)] years af­ter delivery to us at the place of performance (§ 17 of these GTCP). If the Supplier provides partial de­Iiveries, delivery shall not be deemed to have taken place until the last partial delivery has been com­pleted. If the Supplier is obliged to perform further services in addition to the delivery, such as in par­ticular an assembly or a similar service (e.g. instal­lation, commissioning, set-up, adjustment, trial run and/or instruction in use), delivery shall not be deemed to have taken place until these further ser­vices have been completed. If the parties have agreed that the goods have to undergo an acceptance procedure, the limitation period does not begin until acceptance.

13.3 The limitation period for claims arising from legal defects (i.e. defects of title) will not expire as long as the third party (i.e. the owner of the claim or right causing the defect) can still assert its claim or right against us - in particular due to the limition period not having expired yet.

13.4 Non-contractual claims based on defects are subject to the regular statutory limitation period pursuant to § § 195, 199 ofthe German Civil Code; if, however, the limitation period for contractual claims pursuant to paragraph (2) is longer, such period will apply.

13.5 The limitation period will be suspended, in any case, upon receipt of our written notification of the defect by the Supplier until the Supplier finally re­fuses our claims or the continuation of negotiations in this respect or declares the defect to be fully rem­edied. Suspensions of the limitation period occur­ring by virtue of statutory law remain unaffected and continue to apply in addition. Upon remedy of a defect by way of rectification or subsequent deliv­ery, the limitation period for our warranty claims re­garding the rectified or replaced parts commences to run anew unless we had to assume on the basis of the Supplier's conduct that it did not consider itself obliged to rectify the defect or make the subsequent delivery, but only did so as a gesture of goodwill or for similar reasons. 

14. Special right of withdrawal in case of cessation of payments

In the following cases, we are entitled to withdraw from a contract:
a) The Supplier discontinues its payments to its creditors;
b) the Supplier itself files for insolvency proceedings;
c) the insolvency pro­ceedings over the Supplier's assets are admissibly applied for by us or by another creditor;
d) the in­solvency proceedings are opened - also merely pro­visionally; or (e) the application is rejected due to a lack of assets. 

15. No assignment, except for monetary claims

The Supplier is not entitled to assign its claims against us under the contractual relationship to third parties. This does not apply to monetary claims.

16. No subcontractors or other third parties

Without our prior written consent, the Supplier is not entitled to have services rendered by third par­ties (e.g., subcontractors). 

17. Place of performance

The place of performance for all deliveries and ser­vices is the place of delivery pursuant to § 4(1) of these GTC. 

18. Choice of law and place of jurisdiction

18.1 The business relationships between us and the Sup­plier are governed exclusively by the law of the Federal Republic of Germany. The UN Convention on the International Sale ofGoods (CISG) does not apply.

18.2 Exclusive place of jurisdiction for all national and international disputes arising from the business re­lationship between us and the Supplier is at our business seat in Karlsruhe, Germany. However, we may bring action against the Supplier also at the Supplier's registered office or at the place of performance (§ 17 of these GTCP). This provision has no effect on mandatory statutory provisions on exclusive places of jurisdiction. 

19. Severability

If any provisions of these GTCP are or become void or invalid in whole or in part, this will not affect the validity of the other provisions. If any provisions are invalid or have not become an integral part of the contract, the content of the contract will be based primarily on statutory provisions (§ 306 (2) of the German Civil Code). In case no statutory pro­visions apply to the respective part of the contract and if no supplementary interpretation of the con­tract takes precedence or is possible, the parties will agree on a valid provision in lieu of the void or in­valid provision which reflects as closely as possible the original economic purpose.