Purchasing terms & conditions -  AS AT April 2017

1. Scope

1.1 These purchasing terms & conditions apply to all business transactions (goods and services) with the supplier, even if no specific reference is made to these terms & conditions. We shall not recognised contradictory, differing or even justsupplementary terms and conditions of the supplier, unless we expressly consentedto them. In particular, the acceptance of goods or services or payment does not signify such consent.

1.2 Our purchasing terms & conditions only apply to companies

2. Conclusion of contract

2.1 The raising and issuing quotations and cost estimate proposals by the supplier shall be non-binding and free-of-charge for us.

2.2. We only agree to be bound by our order if it is confirmed by the supplier in writing within two weeks.

2.3 If the order confirmation deviates from the order, in particular in terms of price or of delivery lead time, the supplier must draw our attention to this specifically. These deviations only become constituent elements of the contract if they are confirmed by us in writing.

2.4 In the event of innocent mistakes being made by ourselves at the time a contract is being concluded, e.g. due to transcription errors, misunderstandings etc., there is no scope for seeking compensation from us.

2.5 Up to the time of complete contractual fulfilment, we are entitled to stipulate modifications to the properties, delivery or delivery lead time of the object and/or service ordered, provided that it is not unreasonable to expect the supplier to do so.

3. Technical modifications

We are entitled after prior information from the supplier to amend the specifications and to demand a corresponding technical adjustment to delivery items from the supplier. If modifications to the delivery items that were requested by us cause additional costs, we shall pay for these, provided that we have granted our prior consent in writing. If the modification we request causes costs to reduce, then the price shall also reduce according and in our favour. In any event, the supplier shall inform us of any changes in cost immediately

4. Volume orders, call-outs

4.1 With volume orders or long-term orders, we announce the quantities and types to be supplied in the form of specific call-outs. These call-outs are binding if the supplier does not contradict the call-out in writing within 3 working days of the call-out, and provided that no other form of agreement has been reached.

4.2 If the supplier is unable to meet agreed call-out due dates, the provision defined in 5.2 is then  applicable.

5. Due dates and default of the debtor

5.1 Agreed due dates and deadlines are binding and must be complied with accurately. The key factor here is receipt of the delivery item and/or the complete delivery of a service at the agreed place of performance.

5.2 As soon as the supplier realises that delays might affect the delivery of goods or services, the supplier must notify us to this effect immediately and in writing, and then agree a new deadline with us. This in no way alters the binding nature of the agreed deadline. Any additional costs incurred must be met by the supplier.

5.3 If goods or services are delivered before the stipulated due date, we are entitled to refuse to take delivery. We can also turn away partial deliveries of goods and services.

5.4 If the supplier falls into arrears, we are entitled for every commenced week of that delay to apply a penalty charge of 0.5% of the order value, but only up to amaximum of 5% of the order value. We can apply this contractual penalty up until full and final payment of the item delivered late, or of the delayed service. The contractual penalty must be added to the damages for delay that the supplier must also reimburse. This contractual penalty does not exclude the right to claim for further damages. We must be reimbursed for all damages and costs caused by the delay, in particular the damages and costs caused by production downtime and any items we are obliged to buy in. The acceptance without reservation of delayed goods or services does not indicate that we dispense with the claims to which we are entitled as a consequence of delayed goods or services.

5.5 If the supplier falls into arrears, we are entitled, after setting any period of notice that may be stipulated by legislation, without prejudice to further legal claims, to choose between withdrawing partially or entirely from the contact and/or to demand compensation.

5.6 If circumstances prevent us from accepting the delivery of goods or services that we are unable to avert despite taking a reasonable duty of care, the acceptance point is postponed by the duration of this impediment. If this acceptance is not possible for longer than 6 months, we are entitled to withdraw partially or completely from the contract. In such cases, the supplier is not entitled to any form of compensation.

6. Place of fulfilment, transfer of risk, force majeure

6.1 Place of fulfilment for all goods and services for the supplier is the place of performance stipulated by ourselves.

6.2 We must be advised of the dispatch of every delivery by a shipping announcement.

6.3 The risk of complete or partial loss, damage or other prejudicial event affecting the delivery item transfers to us when we accept delivery at the place of performance stipulated by ourselves.

6.4 We define the place of performance in our order document.

6.5 Force majeure, labour disputes, plant downtime for which we are not to blame, unrest, government action and other unavoidable events free us for the duration of the matter in hand from the obligation to accept delivery of the goods and services being supplied to us. If these events last for a considerable period of time and lead to our requirements - even as a result of purchasing from another source becoming necessary in the meantime - and without prejudice to our other rights - we are entitled - up until one month after the end of such an event, to withdraw from the contract either partially or completely.

7. Prices, payment

7.1 The prices agreed are fixed prices and include transport, packaging and any overheads, free at the place of performance designated by ourselves. Price increases, for whichsoever reason - even in volume or long-term contracts - will only be recognised by ourselves if we have reached definitive agreement on this subject in writing.

7.2 Invoices must be issued immediately after dispatch of the delivery items and/or complete delivery of services in the original for every order, issued with reference to the order number; VAT must be shown separately on each invoice. Improperly issued invoices are deemed not to have been issued. We are only obliged to pay against invoices for goods and services delivered in accordance with the order.

7.3 Unless otherwise agreed, payments must be made without 14 days of receipt of invoice with a 3% prompt payment discount, or within 30 days with 2% prompt payment discount or within 60 days net. The prompt payment discount will be deducted from the invoice total, including from the VAT figure. The deadlines commence on the date of receipt of the invoice or, if the delivery item arrives after the invoice, of receipt of goods, but never before the agreed delivery date.

7.4 Any assignment of receivables by the supplier requires our prior consent.

8. Compliance with legislative provisions, ,export, customs

8.1 In conjunction with every delivery item, the supplier must assure compliance with all legislative provisions, directives and other regulations, in particular all provisions relating to safety and the environment.. In particular, the stipulations contained in European directives must be complied with for all deliveries.

8.2 The supplier is obliged, for every item delivered, to comply with the requirements and obligations relating to prohibited substances in accordance with legislative provisions and directives. This applies in particular to requirements and obligations in the REACH directive, EC no. 1907/2006, the RoHS directive RL 2011/65 EU in their currently valid versions, including any amendments and addenda and their implementation in national law by the member countries of the EU. When called upon by us to do so, the supplier must provide us with product-specific conformity declarations in writing that also apply for our customers and that we can pass on to our customers..

8.3 The supplier is required to ensure that the items supplied by him are not subject to any restrictions on export. If any such export restrictions are applicable, the supplier must draw our attention to these clearly in advance of delivery and in writing.

8.4 On demand, the supplier must provide us with certificates of origin, statistical goods numbers and/or reference validations as well as with any other documents/data in accordance with stipulations for foreign trade.

8.5 Imported delivery items must be supplied with customs duties already paid. The supplier undertakes to permit inspections by customs authorities, to issue all required declarations and information and to enclose all official confirmation required at his own cost.

8.6 In the case of goods and services made from an EU country to Germany, the EU sales tax ID number must be quoted.

9. Compliance, minimum wage

9.1 The supplier provides assurance that his goods and services comply with the Code of Conduct principles defined in the UN Global Compact (available at www.unglobalcompact.org). Any failure to comply with these principles shall constitute a major violation of contractual obligations and shall entitle us to terminate our collaboration with immediate effect.

9.2 The supplier undertakes to comply with legislative stipulations relating to minimum wage legislation and to oblige his sub-contractors to comply with these same stipulations. In the event of legal action being taken against use due to the supplier violating these stipulations, the supply must indemnify and hold us harmless in this respect on demand.

10. Reduced scope of incoming goods inspections and legal obligations to give notice

10.1 The supplier will only supply delivery items that have been checked seamlessly and found to be good, and therefore dispenses with a detailed incoming goods inspection with ourselves. In derogation of Section 377 HGB we are only obliged as follows to inspect delivery items for compliance with requirements: On receipt of delivery items, we shall only check their identify and examined them for any other signs of damage while in transit. As a consequence, we shall only examine delivery items as part of an ordinary business transaction during their use in production.

10.2 Any defects discovered by us must be notified to the supplier within a period of 10 working days. This deadline is complied with if by the last day of that period we submit the notice of defects to the supplier in written form. To this extend the supplier shall waive the objection of delayed receipt of the notice of defects.

11. Material costs and incidental expenses

11.1 The supplier must pledge that the goods and services supplied comply with the legislative and regulatory provisions applicable to their sale and use, and that they do not infringe the IPR or other rights of third parties. The goods and services supplied must comply at the time of delivery with current or anticipated future state-of-the-art technology as well as with other legislative provisions, technical inspection provisions and the stipulations of Health & Safety at Work legislation. In particular, compliance is also required with DIN standards and VDE provisions as well as with other standards and directives relating to state-of-theart technology. The supplier is responsible for the quality of goods and services provided, including the inspections required for them, in particular in the context of the agreed specifications.

11.2 We still retain unrestricted legal rights relating to material and legal defects. We have the right to select the type of remedial action (rectification of defects or replacement delivery). The supplier is require to meet all costs relating to rectification of defects or replacement delivery. If the supplier fails to meet his obligation to rectify defects or to make replacement delivery or is only able to do so to an unsatisfactory extent or if immediate remedial action is required for an urgent reason, we can arrange to have the defects remedied at the cost of the supplier, or to remedy them ourselves, or to buy replacement goods in at the expense of the supplier. If we call upon the supplier to supply replacement goods or to take remedial action, he is then obliged to remove a defective delivered item for this purpose, and then to install a replacement items that is free of defects. If the supplier is unable at reasonable time and expense to do so, or if this action proves impossible for other reasons, we shall take this action on behalf of the supplier, who shall be charged for the work we undertake. Alternatively we can demand that the price for a defective delivery item should be reduced by a commensurate amount, or we can provide the supplier with the delivery item for collection and retain the purchase price or demand that it be repaid to us or we can have the defective delivery item disposed of at the cost of the supplier.

11.3 Unless otherwise agreed, or if a longer period is defined in legislation, claims resulting from material or legal defects shall have a statutory period of limitation of 36 months from the time of transfer of risk. If the delivery item is a system (machine) that we are going to provide to a customer, the warranty period does not commence until the time when our own warranty period to our customer commences; and it shall however end no later than 5 years after delivery to ourselves. The warranty period shall extend by the time required for remedial work or replacement delivery of the supplier from receipt of our notice of defects until the supplier announces completion of these actions or declines to perform any further remedial work or replacement delivery.

11.4 If any costs are incurred as a result of defects in the delivery item or defects in the service provided, in particular due to transport, transit, work or material costs, or costs for an incoming goods inspection that exceeds the usual scope, or segregation action, the supplier must reimburse us for these costs. The costs to be reimbursed by the supplier include installation and removal costs, recall costs, costs of production downtime (including shutting down the conveyor belt). The obligation to reimburse costs applies regardless of whether these costs arose with us or with our customers.

11.5 In the event of our remedying a defect caused by the supplier for one of our customers free of charge or on a cost-sharing basis to avoid damage to our image (goodwill), despite the warranty period having expired, the supplier is obliged to contribute at least 50% towards the costs we incur in that process. In individual cases, a different share of costs can be agreed.

12. Product liability

If as a result of the legislation governing product liability or other specifications a claim is made against us as a result of a product defect, or if we incur a loss of another kind in conjunction with delivery of a defective delivery item, especially as a result of the need for a recall or retrofit, the supplier must indemnify us on first demand and must make good all damage, provided that, and to the extent that, the damage was caused by a defect on the items provided by the supplier. In all such cases, the supplier must bear all costs and expenditure including the costs of any legal action that may ensue. The supplier is object to take out a sufficient level of product liability insurance with a minimum coverage figure of 5 million per damage incident, to keep this policy up to date, and to provide us with evidence of its existence on demand.

13. Protection rights

13.1 The supplier provides an assurance to the effect that the goods or services provided by him do not infringe any national or international IPR protection, and guarantees full freedom and copyright consent to use and trade with those goods in Germany and abroad. In the event of a third party making a claim against us for infringement of national or international IPR protection in relation to the goods or services provided, the supplier must indemnify us on demand from all claims and must provide compensation for any damages arising. This claim applies regardless of whether or not the supplier is culpable. Our remaining legal entitlements in respect of legal defects in the goods and services supplied to us our not affected.

13.2 On demand, the supplier must name all IPR protection that he or his licensor may hold in respect of the delivery item or the service provided. If the supplier establishes that IPR protection has been violated, he must inform us to this effect immediately and in writing.

13.3 If any of the goods or services provided violate IPR protection, the supplier is obliged at his own discretion and at his own cost to modify the product delivered or the service provided in such a way that, when used by ourselves, it does not violate IPR protection while at the same time still satisfying our contractual obligations, or achieving the intended right of use for ourselves. If the supplier does not succeed in doing so, he is then obliged at our choice either to take back the product or service provided, to reimburse us and/or to compensate us for all damages incurred.

14. Property rights

14.1 All tools, moulds, samples, models, profiles, drawings, standards sheets, print templates, gauges and other documents provided to the supplier by ourselves remain our property and must not be handed over to third parties without our express consent, nor used for the supplier’s own purposes. They must be kept safe by the supplier from unauthorised viewing or use and must, unless otherwise agreed, and no later than the time of delivery - which in the case of longterm supply contracts means at the end of that supply relationship - be returned to us in good condition. The supplier is also not permitted to retain any copies. There is no right of retention. Tools belonging to us and held by the supplier must be designated as our property. The supplier must verify that sufficient insurance cover is in place for this equipment.

14.2 If on our behalf, tools, drawings or other production items are manufactured by the supplier at our expense, it is agreed that these objects become our property immediately after manufacture. In cases where costs are shared, we obtain coownership commensurate with our share of those costs. The supplier is revocably entitled to store these items for us carefully and at no charge to ourselves. We obtain all copyright rights of use for the exclusive use of these items. The supplier is not entitled to use these items without our consent beyond the scope of the order. The supplier is entitled and object to provide storage on revocable basis. The supplier must designate these items in such a way that our title to them is documented, also to third parties. The supplier has no right to retention of these items.

14.3 The supplier only holds any rights of retention to delivery items relating to our payment obligation which, until met by us, entitled the supplier to retain title to the goods. There are no expanded or extended rights of retention for the supplier.

15. Right of use

We shall be granted a non-exclusive, worldwide, free-of-charge and licensable unrestricted right of use to all technical information, documents and data, documentation, software, object source codes, other works as well as commercial protection rights that arise through the execution of a contract or needed for the contractual use of goods and services. This right of use in particular includes the right to use contractual items for our own purposes and to use in conjunction with one or our products or by third parties, to process them (e.g. through modification, redesign or addition), to produce them, to disseminate and to sell them and to incorporates them in one of our own products in a modified or an unmodified form.

16. Confidentiality

All commercial or technical information made accessible by us to the supplier must, until such time as, and until verifiably published, be treated as confidential in respect of third parties, and suppliers may only provide them to people who need to use them for the purpose of delivery to us, and who are also governed by this non-disclosure provision. Without our prior written consent, information of this kind must only be use for the purpose of supplying goods and services to us. On request, all information from us must be returned to us immediately and completely, or must be destroyed. Information relating to this agreement includes all data, drawings, programs, expertise, experience and know-how, regardless of the nature of the recording, storage or communication, and also regardless of whether this information is designated explicitly or implicitly as confidential or subject to non-disclosure.

17. Limitation of liability

We are liable for deliberate intent and for gross negligence. We are only liable of gross negligence if substantial contractual obligations are violated that arise from the nature of the contract or where such violation endangers achievement of the purpose of contract. Also then compensation is limited to the anticipated level of damage. Otherwise, in the case of slight negligence, the supplier is not entitled to make any claims for compensation, regardless of the grounds for so doing. This limitation on liability does not apply to fatal or physical injury, nor to damage to health.

18. Place of fulfilment, place of jurisdiction, applicable law

18.1 The place of fulfilment for all liabilities from this contract, in particular in relation to delivery and payment, is for both parts the head office of our company and/or is the place of performance named by ourselves.

18.2 The court of jurisdiction for all legal disputes arising from this contractual relationship and with regard to its origin and its effectiveness, for commercial parties and for both parts, is the court responsible for the head office location of our company. We also have the choice of raising charges at the head office location of the supplier.

18.3 This contractual relationship is subject to German Law. The UN Convention in the International Sale of Goods (CISG) is not applicable.

Non-binding contact request