PURCHASE TERMS AND CONDITIONS SUPPLIERS

1 General – Scope

Our purchasing terms and conditions apply exclusively; we do not recognize any terms of the supplier that conflict with or deviate from our purchasing terms unless we have expressly agreed to their applicability in writing. Our purchasing terms also apply if we accept the supplier’s delivery without reservation while aware of terms that conflict with or deviate from our purchasing terms. All agreements made between us and the supplier for the purpose of executing this contract must be set down in writing in this contract.

2 Offer – Offer documents

(1) The supplier is obliged to accept our order in writing within a period of 1 week; confirmation may also be given by email or fax.

(2) We retain title and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express consent. They are to be used exclusively for manufacturing on the basis of our order; after the order has been completed, they must be returned to us without being requested to do so. They are to be kept confidential vis-à-vis third parties; § 13 para. (4) applies in addition.

3 Prices – Terms of payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery “free to our premises,” including packaging. The return of packaging requires a separate agreement.

(2) We can only process invoices if—consistent with the specifications of our order—they state the purchase order number indicated there; the supplier is responsible for all consequences arising from failure to comply with this obligation, unless he proves that he is not at fault.

(3) Unless otherwise agreed in writing, we pay the purchase price within 14 days from delivery and receipt of invoice with a 3% cash discount, or within 30 days after receipt of invoice net.

(4) We are entitled to rights of set-off and retention to the extent provided by law.

4 Delivery time

(1) The delivery time stated in the order is binding.

(2) The supplier is obliged to notify us without delay in writing if circumstances occur or become apparent to him indicating that the agreed delivery time cannot be met.

(3) In the event of delay in delivery, we are entitled to the statutory claims. In particular, after the fruitless expiry of a reasonable period, we are entitled to claim damages in lieu of performance and to rescind the contract. If we claim damages, the supplier has the right to prove that he is not responsible for the breach of duty.

5 Transfer of risk – Documents

(1) Unless otherwise agreed in writing, delivery shall be made free to our premises; risk passes upon unloading of the goods and acceptance on our company site.

(2) The supplier is obliged to state our exact purchase order number on all shipping documents and delivery notes; if he fails to do so, we are not responsible for any processing delays.

6 Manufacture of the goods

(1) The supplier is obliged, in manufacturing the goods, to comply with the required quality standard. He must also take all necessary measures to prevent industrial accidents in accordance with accident-prevention regulations and the general safety engineering and occupational health rules.

(2) He must comply with all work regulations and warrants such compliance. In the event of non-compliance with such regulations or failure to meet quality standards and the general rules of technology, he is obliged to compensate for any damage arising therefrom.

7 Inspection for defects – Liability for defects

(1) The supplier waives our compliance with the statutory obligations to inspect and give notice of defects; only obvious and readily apparent defects must be notified by us, with the notification period extended to 2 weeks.

(2) Sampling is sufficient for this purpose. Statutory claims for defects are available to us without reduction; in any case, we are entitled to demand, at our option, rectification of defects or delivery of a new item. A repair is deemed to have failed after the first unsuccessful attempt. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.

(3) We are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or particular urgency.

(4) The limitation period is 36 months, calculated from the transfer of risk.

(5) For components tested for tightness by the supplier, the limitation period for the property of tightness is 60 months, calculated from the transfer of risk.

8 Discovery of the defect after processing and delivery

If a defect in the goods becomes apparent only after processing and delivery to end customers, we are entitled, in addition to the statutory warranty claims and without setting a deadline or asserting subsequent performance/rectification with the end customer, to take action ourselves and carry out the rectification.

If the asserted defect and the costs thereby incurred are solely due to the goods supplied by the supplier, the supplier shall bear not only the costs of any replacement or repair, but also the additional costs for travel, on-site work and additional materials.

If the defect and the resulting costs are caused in part by the supplier’s goods, the supplier shall bear our corresponding costs in the same proportional ratio.

9 Product liability – Indemnification – Liability insurance cover

(1) Insofar as the supplier is responsible for a product-related loss, he is obliged, upon our first demand, to indemnify us against third-party claims for damages to the extent that the cause lies within his domain and organization and he is liable externally.

(2) Within the scope of his liability for loss under para. (1), the supplier is also obliged to reimburse any expenditures pursuant to §§ 683, 670 BGB and §§ 830, 840, 426 BGB that arise from or in connection with a recall action carried out by us. We will inform the supplier—where possible and reasonable—about the content and scope of the recall measures to be carried out and give him the opportunity to comment. Other statutory claims remain unaffected.

(3) The supplier undertakes to maintain product liability insurance with coverage of EUR 2 million per personal injury/property damage—combined single limit. If we are entitled to further claims for damages, they shall remain unaffected. Higher coverage amounts may be agreed in individual cases.

10 Intellectual property rights

(1) The supplier warrants that no third-party rights within the Federal Republic of Germany are infringed in connection with his delivery.

(2) If we are held liable by a third party in this regard, the supplier is obliged, upon our first written request, to indemnify us against such claims; we are not entitled—without the supplier’s consent—to enter into any agreements with the third party, in particular to conclude a settlement.

(3) The supplier’s indemnification obligation covers all expenses that necessarily arise for us from or in connection with the third party’s claim.

(4) The limitation period is ten years, calculated from the conclusion of the contract.

11 Retention of title – Items provided – Tools

(1) If we provide parts to the supplier, we retain title thereto. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is such that the supplier’s item is to be regarded as the principal item, it is agreed that the supplier transfers co-ownership to us on a pro-rata basis; the supplier shall hold the sole ownership or the co-ownership in safe custody for us.

(3) Insofar as the security rights to which we are entitled pursuant to para. (1) and/or para. (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we are obliged, upon the supplier’s request, to release security rights at our discretion.

12 Place of jurisdiction – Place of performance

(1) If the supplier is a merchant (Kaufmann), the place of jurisdiction is our registered office; however, we are also entitled to bring an action against the supplier at the court of his domicile.

(2) Unless otherwise stated in the order, the place of performance is our registered office.

(3) German law applies exclusively, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13 Miscellaneous

(1) The contract shall remain effective in its remaining parts even if individual provisions are legally invalid; the invalid provision shall be replaced by one that comes closest to the intended economic purpose.

(2) The supplier is obliged to keep all images, drawings, calculations and other documents and information strictly confidential. They may be disclosed to third parties only with our express consent. The duty of confidentiality shall also continue after completion of this contract; it expires when and to the extent that the manufacturing know-how contained in the provided images, drawings, calculations and other documents has become generally known.

(3) All agreements between supplier and purchaser must be recorded in writing; the written form also applies to any changes and/or side agreements before or after the conclusion of the contract.

(4) The written form requirement also applies to any rescission of this written form clause.