§ 1 Scope of Application
These Terms and Conditions of Purchase apply exclusively and only to entrepreneurs within the meaning of § 14 BGB (German Civil Code) as well as to
legal entities under public law and special funds under public law; any terms and conditions of the supplier that conflict with or
deviate from these Terms and Conditions of Purchase shall not be recognized by us unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply
if we accept or pay for deliveries and services of the supplier (hereinafter: Subject Matter of the Contract) while being aware of conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase. Our
Terms and Conditions of Purchase shall also apply to all future deliveries and services from the supplier.

§ 2 Conclusion of Contract
(1) Agreements, orders, and delivery schedules, as well as their amendments and supplements, shall be made in text form or via
electronic data interchange. An order is considered accepted if the supplier does not object within 5 working days from the date of the order.
(2) Orders placed verbally or by telephone require our subsequent confirmation in text form. The same
applies to verbal collateral agreements and amendments to the contract.
(3) We may request changes to the delivery item or the agreed service even after the conclusion of the contract,
insofar as this is reasonable for the supplier. In the event of such changes, the effects for both sides, in particular
with regard to increased or decreased costs as well as delivery dates, shall be appropriately adjusted.
(4) In all communication, care must be taken to state our correct order number.

§ 3 Prices
(1) Stated prices are fixed prices and DDP delivery address (INCOTERMS 2010) including packaging,
but excluding sales tax.
(2) If no prices are stated in the order, the supplier’s current list prices at the time the order is placed shall apply.
(3) Requests for the submission of offers to the supplier are non-binding for us, but refer to a binding
offer from the supplier. The preparation of offers is free of charge for the supplier, in particular without
charging for visits or the preparation of offers and projects. The supplier is bound to their offer for a period of 4 weeks
after we receive the offer.

§ 4 Subcontractors
The supplier is not entitled to use subcontractors for the provision of their services without our prior written consent. However, consent may not be unreasonably withheld.

§ 5 Payment, Rights of Set-off and Retention
(1) Unless otherwise agreed, payments shall be made within 90 days net without deductions, or within 21
days less a 3% early payment discount.
(2) Payment periods begin upon receipt of a complete, proper, and verifiable invoice, but not
before receipt of the complete delivery or acceptance of the service (if agreed).
(3) Invoices are to be submitted to us in a single copy with all associated documents and data separately after delivery
/ service has been rendered, in a form that complies with legal and accounting requirements.
All invoices must contain the order numbers specified by us. Value-added tax must be shown separately in all invoices.
Only properly submitted invoices (i.e., error-free, complete, proper, and verifiable) are considered received by us.
(4) In the case of an agreed advance payment, the supplier shall, at our request, first provide adequate security by means of an
unlimited, absolute guarantee from a major German bank, waiving the defense of preliminary proceedings and
payable on first demand.
(5) We are entitled to rights of set-off and retention to the extent permitted by law. An assignment of purchase price claims
by the supplier requires our prior written consent. This does not apply to assignments to a credit institution
to secure business loans or
for the agreement of an extended retention of title. Otherwise, the supplier may only set off against undisputed or
legally established counterclaims. The supplier is only entitled to rights of retention insofar as
they are based on the same legal transaction.

§ 6 Place of Performance, Deliveries, Packaging
(1) Unless otherwise regulated in individual cases, delivery is agreed DDP delivery address (INCOTERMS 2010). The
supplier therefore bears the risk of loss until the goods are accepted by us or our agent at the place where
the goods are to be delivered according to the order.
(2) Partial deliveries are not permitted unless we have expressly agreed to them. In the event of consent, the
remaining quantity must be listed.
(3) For quantities, weights, and dimensions, the values determined by us during the
incoming goods inspection (Section 10) are authoritative, subject to proof to the contrary.
(4) The supplier undertakes to use environmentally friendly packaging that allows for reuse or
cost-effective disposal. The packaging should ensure protection against damage, contamination, moisture, and,
if necessary, against electrostatic discharge during transport and storage, so that assembly at our premises, or at a
company commissioned by us, can take place without additional effort. All instructions important for the
content, storage, and transport must be visibly attached to the packaging. Loaned packaging will be returned to the supplier
freight collect to their address.

§ 7 Delivery Dates
(1) Agreed delivery dates are binding. If a calendar week is agreed upon as the delivery date, Friday of that
week is the final delivery date.
(2) If agreed dates are not met, the statutory regulations shall apply. If the supplier recognizes that
delivery will not be possible for them in accordance with the contract with regard to production, supply of raw materials, compliance with the delivery date, or similar circumstances, they must notify us immediately.
(3) Authoritative for compliance with the delivery date or the delivery period is the handover of the goods at the
receiving or usage point specified by us or – if agreed – the declaration of acceptance.
(4) The supplier can only rely on the absence of necessary information or documents to be supplied by us
if they have not received them within a reasonable period despite a written reminder.
(5) In the event of a delay in delivery, we are entitled to charge a contractual penalty in the amount of 0.2% of the net value of the
delayed delivery per working day, but no more than 5% of the value of the goods. Any further
claims for damages remain unaffected by this.
(6) The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the claims to which we are entitled due to the
delayed delivery or service; this applies until full payment of the remuneration owed by us.
(7) In the event of delivery earlier than agreed, we are entitled, at our option, to store the delivery at the expense and risk of the
supplier or to return it.

§ 8 Force Majeure
(1) In the event of delivery delays due to force majeure, the agreed delivery dates shall be extended by the duration of the
hindrance. Force majeure includes all external circumstances beyond the control of the contracting parties, such as
natural disasters, strikes, acts of war, riots, official orders, general shortages of energy and raw materials,
and unforeseeable blocking of transport routes.
(2) Irrespective of this, the supplier is obliged to notify us immediately of any recognizable delivery difficulties or delays
so that suitable damage prevention can take place as early as possible and by mutual agreement.
(3) Force majeure and other events beyond our control entitle us, without prejudice to our other
rights, to withdraw from the contract in whole or in part, insofar as our interest in the performance ceases as a result.

§ 9 Confidentiality/Data Protection
(1) All business or technical information made accessible to the supplier by us (including documents,
samples, business intentions, personal data, problems, data, and/or problem solutions and other know-
how as well as information obtained visually by inspecting plants/facilities) must be treated confidentially during the term and
after termination of the contractual relationship, in particular not passed on to third parties or
used without authorization for own business purposes. This applies accordingly to the conclusion and content of this contract.
All information remains our exclusive property; we reserve all rights to it.
(2) The supplier is not entitled to use products manufactured according to documents designed by us, such as drawings, models
or the like, for their own purposes or to offer or deliver them to third parties or to have them offered or delivered
by them.
(3) The supplier will also impose these obligations on their employees and other third parties who may come into
contact with the information and provide us with proof of this upon request.
(4) This confidentiality obligation does not apply to information that was already known to the supplier, was lawfully
acquired from third parties, is generally known or state of the art, or has been released by us.
(5) The confidentiality obligation for technical information ends 5 years after the termination of the contractual relationship.
(6) After termination of this contractual relationship, the supplier must return all documents and information without being asked
or destroy them at our request and provide us with proof of this.
(7) The parties shall comply with the rules of data protection, in particular if they are granted access to the premises or to hard- and
software of the other party. They shall ensure that their vicarious agents also comply with these provisions; in particular, they shall commit them to data secrecy before they start their work. The parties do not intend
any processing or use of personal data on behalf of the other party. Rather, a transfer
of personal data only occurs in exceptional cases as a secondary consequence of the contractual services of the parties. The
personal data will be treated by the parties in accordance with data protection regulations.

§ 10 Quality Assurance and Incoming Goods Inspection
(1) The supplier is obliged to maintain a quality management system that is oriented according to the latest state of the art.
The supplier carries out inspections during production in accordance with their QMS. The
supplier carries out a final inspection of the products, which ensures that only defect-free goods are delivered.
(2) The acceptance of the delivery is subject to inspection for freedom from defects, as far as and as soon as this is feasible in the
ordinary course of business. This only includes identity, completeness, and externally recognizable defects
of the goods. Furthermore, the incoming goods inspection is replaced by the quality assurance at the supplier’s premises according to paragraph
1; to this extent, the supplier waives the objection of delayed notification of defects according to § 377 HGB (German Commercial Code).

§ 11 Warranty
(1) The statutory provisions on material and legal defects apply without restriction, unless
otherwise regulated below.
(2) In urgent cases, in particular to avert acute dangers or avoid major damage, we have the
right to carry out the supplementary performance ourselves at the supplier’s expense or to have it carried out by a third party,
provided that a request to the supplier for supplementary performance is unreasonable due to the urgency. We undertake
to inform the supplier immediately of such warranty cases as well as the nature and scope of the emergency measures taken.
(3) Material and legal defects become time-barred in 36 months. For supplementary performance services carried out within the limitation period,
the limitation period begins to run anew at the point in time at which the supplier has completely fulfilled our claims for supplementary performance.
(4) The supplier shall bear all costs incurred by us as a result of the defective delivery of the subject matter of the contract, in particular
transport, travel, labor, material, and inspection costs exceeding the usual scope.
(5) In the event of recourse, we are entitled to demand reimbursement from the supplier for the expenses incurred due to the defectiveness of the service
which we had to bear in relation to our customers.
(6) The supplier is obliged to use environmentally friendly products and processes for their deliveries/services and also for sub-deliveries or ancillary services of third parties
within the scope of economic and legal possibilities. The supplier is liable for the environmental compatibility of the delivered products and packaging materials and for all consequential damage
caused by the violation of your statutory disposal obligations. The supplier is also obliged to issue a certificate of quality for the delivered goods at our request.

§ 12 Retention of Title and Other Security Rights
We are entitled to use and/or resell the delivered goods without restriction in the ordinary course of business.

§ 13 Product Liability
(1) In the event that a product liability claim is brought against us, the supplier is obliged to indemnify us against such
claims at the first request, provided and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the supplier
and, in cases of fault-based liability, if the supplier is at fault. Insofar as the cause of the damage lies within the supplier’s area of responsibility, they shall bear
the burden of proof in this respect.
(2) In these cases, the supplier shall assume all costs and expenses, including the costs of any legal action or recall campaign. Otherwise, the statutory provisions shall apply.

§ 14 Tools/Provision of Materials
(1) All rights to molds, tools, reproductions, plans, samples, drawings, and the like (hereinafter:
Provisions), which were manufactured and paid for at our expense or are handed over to the supplier by us,
belong exclusively to us. Ownership rights pass to us at the latest at the time of payment. Provisions
are to be stored, serviced, and maintained by the supplier free of charge and protected and insured with the care of a prudent businessman
against unauthorized access, damage, and destruction. To this extent, the supplier has no rights of retention.
(2) The supplier must check information handed over by us for completeness and correctness and inform us of any
errors immediately. In the case of incorrect documents (e.g., drawings), a correction by the supplier for which a fee is charged requires our prior written consent.
(3) Tools manufactured on the basis of our documents may be produced exclusively for us, used for our
orders, and/or delivered to us, unless we expressly agree in writing to the use for third parties and/or delivery
to third parties.

§ 15 Proof of Origin
The supplier is obliged to hand over the necessary documents regarding the origin of the goods to us upon request and
is liable for their correctness.

§ 16 Third-Party Property Rights
(1) The supplier guarantees that their deliveries and services are free from third-party property rights (in particular patents,
utility models, copyrights, etc.).
(2) In the event of an infringement of property rights despite use in accordance with the contract by us or our customers, the supplier is
obliged to immediately procure the necessary rights from the property right holder at their own expense.
(3) The supplier will indemnify us and our customers against all claims of third parties due to alleged infringements of property rights
at the first request. They must also reimburse us or our customers for all expenses incurred by us or
our customers in connection with the claim by third parties.

§ 17 Place of Performance and Jurisdiction
Unless otherwise agreed, the place of performance for the supplier’s delivery obligation is the point of use specified by us;
for all other obligations of both parties, the seat of our main administration.

§ 18 Miscellaneous
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).