General terms and conditions for purchasing

§ 1 - Scope

1. The General Terms and Conditions for Purchasing (hereinafter: “Terms for Purchasing”) apply to all our business relationships with our suppliers (hereinafter: “Sellers”).

2. Unless agreed otherwise, the Terms for Purchasing in the version last communicated in text form to the “Seller” with our order placement also apply as framework agreement for similar future agreements, and it is not necessary to indicate this again for each order.

3. Only our own Terms for Purchasing apply; any differing, contradictory or supplementary General Terms of Business of the Seller only become an integral part of the contract to the extent that we expressly agree to their applicability in writing. This requirement for our approval applies in all cases, in particular, even if we accept the Seller’s deliveries without reservation and in knowledge of the Seller’s General Terms of Business or if we refer to a document including the Terms of Business of the Supplier or of a third party or we make reference to this type of document.

4. For clarification, we indicate that individual arrangements made in an individual case with the Seller (including collateral agreements, addenda and amendments) always take precedence to these Terms for Purchasing. For the content of this type of agreements however, unless there is evidence of the contrary, a written agreement or our written confirmation is decisive.

5. References to the applicability of legal regulations only serve for purposes of clarification. Hence, the legal regulations apply even without this type of clarification, unless they are directly modified or expressly excluded in these Terms for Purchasing.

§ 2 - Form

Any legally relevant statements and announcements of the Seller regarding the Agreement (e.g., setting of deadlines, overdue notices, withdrawal) must be submitted in writing, i.e. in written or text form (e.g. letter, email, fax). Legal form requirements and additional evidence, especially in cases of doubt regarding the legitimation of the declarant, are not affected by this.

§ 3 - Conclusion of an agreement, reservation of the right to make changes

1. Our orders are considered binding only when submitted or confirmed in written or text form.

2. The Seller must notify us of obvious errors, such as misprints or mistakes in calculations, and of incompleteness of the order, including the order documents, for purposes of correction or completion before accepting the order; otherwise the agreement is considered as not concluded.

3. Unless otherwise agreed, the Seller is obliged to confirm our order within a 14-day period in written or text form. The receipt by us of the statement of acceptance is decisive for timely acceptance. Late acceptance is considered as a new offer and requires acceptance by us.

4. We are entitled to change the time and place of delivery, as well as the type of packaging at any time by giving written notice at least 5 calendar days in advance of the agreed delivery deadline. This also applies to changes in the product specifications to the extent these can be implemented in the context of the regular production process without significant additional cost. In these cases, the notification period pursuant to the previous sentence is at least 14 calendar days. We will reimburse the Seller for the additional costs arising due to the change, when documented and reasonable. If this type of changes lead to delays in delivery that cannot be avoided with reasonable efforts in the Seller’s normal production and business operations, then the delivery deadline originally agreed is postponed accordingly. The Seller will notify us in writing of the additional costs or delivery delays to be expected according to its careful estimate in a timely manner before the delivery deadline, at least however within three working days after receipt of our notice pursuant to Sentence 1.

§ 4 - Delivery period, late delivery

1. The delivery period stated by us in the order is binding. Early deliveries are not permitted. The Seller must notify us promptly in writing if it foresees not being able to comply with agreed delivery periods – regardless of the reasons for this.

2. If the Seller does not deliver or does not do so within the agreed delivery period or incurs in default, then our rights – especially to withdrawal and to compensation for damages – are determined in accordance with legal regulations. Besides more extensive legal claims, we are entitled to demand all-inclusive compensation for our damages due to default totalling 0.5% of the net price for each complete calendar week, up to a maximum of 5% of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The Seller has the right to demonstrate that no damages or only significantly lower damages have been incurred. This all-inclusive amount must be added to the other late delivery damages to be compensated by the Seller.

3. Acceptance without reservation of the late delivery does not signify waiver of claims to compensation.

§ 5 - Delivery, passing of the risk, delay in acceptance

1. Without our prior written consent the Seller does not have the right to make partial deliveries or to have the performance owed by him carried out by third parties (for instance, subcontractors).

2. Within Germany delivery is made - unless otherwise agreed - with carriage paid to the site stipulated in the order. Otherwise, deliveries must be made to our registered office in Hattingen. The respective designated site is at the same time the place of performance for the delivery and for any subsequent performance (debt to be collected at the creditor’s domicile).

3. Suppliers of turned parts are obliged to protect goods from corrosion before delivery with the corrosion inhibitor.

4. Every delivery must be accompanied by a delivery slip stating the date (dispatch and shipping), content of the delivery (item number, measurements, weight per item and quantity), as well as by our order confirmation (date and number). Partial deliveries made with our consent must be labelled as such. If a delivery slip is missing or incomplete, we are not responsible for delays in processing or payment resulting from this..

5. The Seller is required to disclose to us on delivery of the goods on each occasion the following foreign trade data:

a. Classification of goods in the trade statistics (commodity code)

b. Country of origin

c. Labelling and classification of goods that are subject to export inspections

d. On request: provision of a certificate of origin or preference certificate.

6. At our request, the Seller must take back the packaging at its own costs.

7. The risk of accidental destruction or deterioration of the item is passed on to us only on delivery to the place of performance. If an approval inspection has been agreed, then this is decisive for passing of risk. The legal regulations for work and service contracts also apply accordingly in other respects to an approval inspection.

8. The relevant legal regulations apply for the start of our delay in acceptance. Nevertheless the Seller must also expressly offer us its service if a specific or identifiable period of calendar days is agreed for action or collaboration on our part (for instance provision of material).If the contract refers to a non-fungible item to be produced by the Seller (individual production), then the Seller has more extensive rights only if we have committed to collaborate and are responsible for omission of collaboration.

§ 6 - Replacement parts

1. The Seller must supply replacement parts for the products delivered to us for at least a five-year period after delivery.

2. In the event that the Seller intends to stop production of replacement parts for the goods delivered to us, then it must notify us of this timely manner after deciding to stop production. This decision must be made - subject to Para. 1 - at least 3 months before stopping production.

§ 7 - Prices and terms of payment

1. The price stated in the order is binding. All prices are understood to include legal VAT, unless this is indicated separately.

2. Unless otherwise agreed, the price includes all services and supplementary services of the Seller (e.g. assembly, installation) as well as all associated costs, especially proper packaging and transportation costs including any transportation and liability insurance.

3. Our order number, the item number, quantity delivered and delivery address must be stated on the invoice. If one or more of these data are missing and this leads to delays in processing by us in the context of our normal business, then the payment periods mentioned in Para. 4 are extended by the period of the delay.

4. The agreed price is due to be paid within 30 calendar days of complete delivery and service (including any agreed acceptance inspection) and receipt of a proper invoice. If we pay within 14 calendar days, then the Seller grants us a 2% discount on the net price of the invoice. The receipt of our transfer order at our bank is sufficient for the timeliness of our payment.

5. We do not owe late payment interest. In other respect the legal regulations on late payment apply.

6. We are entitled to rights to offset and to retention as well as to objection to non-performance of the contract to the extent permitted by law. In particular, we can withhold payments due as long as we have claims against the Seller based on incomplete or defective services.

7. The Seller has a right to offset or withhold only based on legally established or undisputed counterclaims.

§ 8 - Confidentiality, retention of title

1. We reserve the property rights and copyrights to all images, plans, drawings, calculations, instructions for implementation, product descriptions and other documents. The Seller is only permitted to use this type of documents for the contractual service. The Seller is not permitted to make these available to third parties without our express consent nor to use or reproduce them itself or through third parties. On our request, the Seller must return these documents completely if it no longer needs them for the regular course of business or if negotiations do not lead to the conclusion of a contract. If the Seller has made copies of them, it must destroy these; exceptions to this are only: retention in the context of legal retention requirements and saving of data for insurance purposes in the context of customary data backup. The obligation to confidentiality also applies after the end of this contract and only lapses if and to the extent that the know-how included in the documents entrusted has become general knowledge.

2. The arrangement pursuant to Para. 1 also applies for substances and materials (e.g. software, finished products and intermediate products), as well as for tools, patterns, models and other items that we provide to the Seller for production. The seller must conserve this type of items separately – as long as they are not processed further – at its own costs and insure them appropriately against destruction and loss.

3. Without our prior written consent, the Seller is not permitted to refer to our business relationship in advertising material, brochures etc. nor to exhibit items produced for us.

4. The Seller will oblige its sub-suppliers to comply with Paras. 1 and 3 mentioned above.

5. Processing, mixing or combining (subsequent processing) of items provided by the Seller is carried out for us. The same applies to further processing of the delivered goods by us, and so we are considered manufacturer and acquire ownership to the product upon further processing pursuant to the legal regulations.

6. The Supplier’s retention of title only applies to the extent that it refers to our obligation to pay for the respective products to which the Supplier retains the title. Expanded or extended retention of title is excluded.

§ 9 - Warranty claims, expiration

1. In the event of material defects and defects in title of the goods and in the event of other types of breach of obligations by the Seller, we reserve the rights to which we are entitled by law unless otherwise stipulated.

2. The legal provisions governing the obligations of commercial inspection and notification of defects (§§ 377, 381 German Commercial Code) apply with the following stipulations: Our obligation to inspect is limited to defects that are apparent in our incoming goods inspection on external examination, including inspection of the delivery slips (for instance transport damages, incorrect delivery and shortfall in delivery) or that can be detected in random-sample procedures by our Quality Control Department. If a separate acceptance inspection is conducted, then there is no obligation to inspect. Apart from this, it is decisive to what extent the inspection is feasible in consideration of the circumstances of the individual case in the normal course of business. Our obligation to notify of defects detected later is not affected by this. Without prejudice to our obligation to inspect, a notice of defects is always considered to be given in a timely manner if it is sent within 5 working days from detection or, in the case of obvious defects, from delivery.

3. If the Buyer does not meet its obligation of subsequent performance within a reasonable period set by us, then we can repair the defect ourselves and demand compensation for the expenses required for this or a corresponding advance payment from the Seller. If the subsequent performance by the Seller is unsuccessful or unreasonable for us (for instance due to risk to operational safety, especial urgency or imminent occurrence of unreasonable damages) then there is no need to set a time period; we will inform the Seller promptly of this type of circumstances, if possible beforehand. Our legal rights are not affected by this.

4. In the event of material defects or defect in title, we are also entitled to reduction of the purchase price or to withdraw from the contract. In addition, according to legal regulations, we have claims to compensation for damage and expenses.

5. In deviation from § 438 Para. 1 no. 3 German Civil Code, the general limitation period for claims due to material defects is three years from passing of risk. If an acceptance inspection is agreed, then the limitation period begins with the acceptance inspection. The expiry period mentioned in Sentence 1 also applies for claims based on defects in title.The statutory limitation period for claims for return based upon a property right of a third person (§ 438 Para. 1 no. 1 German Civil Code) are not affected by this. Claims derived from defects in title are not time-barred as long as the third party can still assert its right against us – especially in the absence of time-barring.

§ 10 - Recourse against suppliers

1. We are entitled to claims to recourse against suppliers pursuant to §§ 445a, 445b, 478 German Civil Code in an unrestricted manner in addition to claims for defects. In particular, we can demand the type of subsequent performance from Seller that we owe to our customer. The right to choose provided for in § 439 Para. 1 German Civil Code is unaffected by this.

2. Before we recognise or satisfy a claim to defects asserted by our customer (including compensation of expenses pursuant to §§ 445a Para. 1, 439 Para. 2 and 3 German Civil Code), we will notify the Seller of the assertion of the claim and request a written statement. If a substantial statement is not made within a reasonable period and no amicable solution is reached, then the claim to damages to which we are actually entitled - subject to evidence to the contrary to be provided by the Seller - is passed on to our customer.

3. The regulations mentioned above in Paras. 1 and 2 also apply if we or another company have performed subsequent processing on the defective goods, for instance by incorporating them into another product.

§ 11 - Product liability

1. If the Seller is liable for product damages, then it must release us from third-party claims whenever the cause is found in its scope of control and organisation and it is liable himself in relation to third parties. The Seller must reimburse expenses pursuant to §§ 683, 670 German Civil Code, to the extent that they result from or arise in relationship with third-party claims – including recall measures adopted by us. We will inform the Seller about the content and scope of recall measures – to the extent possible and reasonable – and give him an opportunity to offer a statement. More extensive legal claims are not affected by this.

2. The Seller ensures that it maintains a product liability insurance policy in force with an all-inclusive cover of at least €10 million per case of personal injury / property damage. On request, the Seller will sent us a copy of the liability insurance policy at any time.

§ 12 - Protective rights

1. The Seller assumes responsibility pursuant to Para. 2 for ensuring that products that it supplies do not infringe protective rights of third parties in EU countries or in other countries in which it produces the products or has them produced.

2. The Supplier must indemnify us for all claims that third parties file against us due to the infringement of industrial property rights mentioned in Para. 1 and reimburse us for all necessary expenses related with assertion of these rights. This does not apply if the Supplier demonstrates that it is not responsible for the copyright infringement nor would it have had to have been aware of it with due business diligence at the moment of supply.

3. More extensive legal claims on our part due to defects in title of the products supplied to us are not affected by this.

§ 13 - Compliance with regulations

1. The Seller must comply with legal provisions relevant for it in each case derived from the contractual relationship, especially anti-corruption and money-laundering regulations, as well as antitrust, labour and environmental regulations.

2. The Seller ensures that the goods that it supplies meet all significant requirements for distribution in the European Union and in the European Economic Area. On request, the Seller demonstrates conformity by presenting appropriate documents

3. The Seller makes all reasonable efforts to ensure that its sub-suppliers comply with the obligations applying to the Seller stated in this § 13.

§ 14 - Choice of venue, jurisdiction

1. For these Terms of Purchase and for the contractual relationship between us and the Seller, the law of the Federal Republic of Germany applies; international uniform law, however, and in particular UN sales law does not apply.

2. Jurisdiction for all disputes resulting from a contractual relationship is our registered office in Hattingen. In spite of this, we are also entitled to file claims at the place of performance of the delivery pursuant to these Terms for Purchasing or to an individual agreement that takes precedence, or at the Seller’s general jurisdiction. Legal provisions that take precedence to this, especially regarding exclusive jurisdiction, are not affected by this.

Version 12.2021