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TERMS AND
CONDITIONS
TERMS AND
CONDITIONS

General Terms and Conditions of Purchase

1. Scope

1.1

These general terms and conditions of purchase shall exclusively apply to all our business relationships and contracts with entrepreneurs (“Unternehmer”, Section 14 German Civil Code (BGB)), legal entities under public law, or public law special funds (hereinafter: the “Supplier”).

1.2

Deviating or supplementary terms and conditions of the Supplier shall not be deemed an integral part of any contract, unless we have expressly agreed to their applicability.

1.3

Unless otherwise agreed, any legally binding declarations and notices that have to be given from us to Supplier after entering into the contract (e.g. setting deadlines, notices of defects, a declaration of recession or reduction in the price) do not require any form in order to be effective. However, mandatory legal formal requirements remain unaffected.

2. Order and conclusion of contract

2.1

Orders placed by us are revocable up until receipt of the order confirma-tion or – in the absence of any order conformation – up until delivery. Oral orders and agreements require our written confirmation in order to be effective.

2.2

The Supplier should confirm our order without undue delay, at least within 3 (three) working days by means of an order confirmation stating binding price and delivery times in text form or by delivery. A delayed acceptance shall be deemed to be a new offer and requires our confirmation before it is binding.

2.3

Amendments to the contract shall require our written confirmation.

2.4

In the case of orders and confirmations without any price indication, we reserve the right to withdraw from the contract even after delivery has taken place if the price charged does not meet our full approval.

2.5

The Supplier shall be obliged to perform all obligations under the contract on its own. The involvement of any subcontractors is only permissible with our prior written consent.

3. Price and payment, offsetting counterclaims and right of retention

3.1

The agreed prices are fixed prices and binding for the present order. All prices are stated exclusive of value added tax, but inclusive of packaging, insurance, carriage (DPU Geisingen, Incoterms 2020) and other incidental costs. Any price increases are subject to our written approval. We shall be entitled to price reductions which occur up to the agreed delivery date.

3.2

For each delivery, a separate invoice stating our complete order details shall be submitted to the invoice address stated in our order immediately after dispatch of the goods. The invoice shall state the value added taxes separately. Unless otherwise agreed, our payments shall be made (i) within 14 (fourteen) calendar days after receipt of a proper invoice and delivery with deduction of a 3% discount, or (ii) within 60 (sixty) calendar days after receipt of a proper in-voice and delivery without deductions (net). For the timely payment of our owed payments, the receipt of our transfer order by our bank shall be sufficient.

4. Delivery, delay and contractual penalty

4.1

Unless otherwise expressly agreed, the delivery dates which we specify in our orders shall be binding. The Supplier shall be obliged to inform us immedi-ately of any impending or actual failure to meet a delivery date, the causes thereof and the expected duration of the delay. The occurrence of the delay in delivery remains unaffected by this.

4.2

In the event of any delay in delivery for which the Supplier is responsible, we shall be entitled – in addition to further statutory claims – to demand a con-tractual penalty as compensation for the damage caused by the delay in delivery of 1% of the order value for each full week of delay, however, up to a maximum of 5% of the order value, in each case in relation to the goods delivered late. This shall be without prejudice to our right to claim any further proven damage due to delay in performance. The Supplier retains the right to prove that we did not suffer any damage whatsoever or only less damage.

4.3

The acceptance of delayed deliveries and services shall not constitute any waiver of claims for compensation. Early delivery is only permitted with our prior written consent and does not affect the agreed payment date. We shall not be obliged to accept the delivery and the goods before the agreed delivery date.

4.4

If we are unable to accept delivery as a consequence of circumstances for which we are not responsible (e.g. stoppages due to internal or third-party indus-trial disputes, force majeure etc.), the risk shall not pass until the grounds for hindrance have been removed and the subject matter of the contract is available to us at the place of delivery. We shall notify the Supplier without undue delay if any grounds for hindrance of this nature have occurred or it is expected that they will occur.

5. Warranty

5.1

The Supplier warrants that the delivered goods are free of defects, have the warranted characteristics, comply with the specifications as stipulated in the order, comply with the latest available technology and comply with the relevant statutory regulations, standards and directives and technical standards (such as CE conformity). In particular, the Supplier shall undertake – insofar as applicable – to comply with the Product Safety Act (Produktsicherheitsgesetz, ProdSG) and all ISO, EN, DIN and VDE regulations to the extent that these apply to us as the manufacturer at the place of performance, insofar as stricter regulations do not apply. Furthermore, the Supplier undertakes to comply with all applicable regula-tions for placing the goods on the market in the European Union (in particular the REACH (1907/2006/EC) and the RoHS (2011/65/EU) Regulations) as required for EU suppliers.

5.2

If Supplier fails to comply with his obligation to remedy the defect within a reasonable period of time set by us, we shall be entitled to remedy the defect ourselves and demand reimbursement of the expenses incurred and/or claims a corresponding advance payment. If the supplementary performance by Supplier has failed or is unreasonable for us (e.g. due to special urgency, endangering operational safety or imminent occurrence of disproportionate damage), no deadline shall be required; we shall inform Supplier of such circumstances without delay, if possible in advance.

5.3

Unless otherwise agreed, the warranty period shall be 3 (three) years. The period begins upon delivery of the goods or acceptance of the goods/services by us, if acceptance is required. Any statutory provisions providing for longer limitation periods shall remain unaffected.

5.4

Any deviation in quality and quantity shall be deemed notified in due time if we notify the Supplier within 10 (ten) working days after our receipt of the goods (inspection and notification period, Untersuchungs- und Rügefrist). Hidden defects (verstecke Mängel) shall be deemed notified in due time if we notify the Supplier within 5 (five) working days after discovery of the hidden defect.

5.5

Changes to the specifications shall only apply with our prior consent. The release of samples or models shall not constitute a waiver of warranty claims.

6. Indemnification and Product Liability

6.1

Irrespective of the contractual warranty claims, the Supplier shall, upon first demand, indemnify us from and against all claims by third parties, which are based on defects of the subject matter of the contract, especially the delivered goods, for which the Supplier is responsible. This particularly applies to claims based on the culpable (intent or negligence) infringement of third-party intellectu-al property rights at the place of delivery as well as at the place of destination of the end product as known to the Supplier.

6.2

The Supplier shall, upon first demand, indemnify us from and against all claims based on product liability to the extent that the cause lay within Supplier´s sphere of control and organization and the Supplier is directly liable in relation to third parties.

6.3

The Supplier shall maintain appropriate liability insurance with extended product liability coverage and shall provide us with proof of the cover upon demand.

7. Quality Assurance

7.1

To ensure the quality of its goods, the Supplier undertakes to establish, apply, maintain and continuously optimize and enhance an effective quality management system and furthermore to adopt only appropriate procedures for the manufacture and/or delivery of the goods.

7.2

To the extent that the goods are medical devices, the goods shall comply with all requirements applicable in Europe at the time. The Supplier shall be obliged to keep records of the manufacturing process (including subcontractors) for the purpose of traceability. Upon our request, the Supplier shall make these records available to us within 2 (two) working days. The Supplier shall inform us immediately of any complaint, incident or other event relating to the goods.

7.3

The Supplier shall provide us with all documents which we require as manu-facturer in accordance with the regulation specified in section 5.1. The Supplier shall provide us with appropriate support to obtain the relevant product approv-als.

8. Retention of title

Unless otherwise agreed by the parties, all forms of extended or prolonged retention of title (erweiterter oder verlängerter Eigentumsvorbehalt) by Supplier are excluded. Any retention of title that may validly be declared by the Supplier shall apply only to the goods delivered to us and only until said goods have been paid for.

9. Assignment of claims

Assignment of claims against us requires our prior written approval. The provi-sion of Sec. 354a German Commercial Code (HGB) remains unaffected.

10. Customs and foreign trade law

Delivery notes, consignment notes and invoices must always state the order numbers and article numbers in full. In addition the customs tariff number with the appurtenant country of origin must be stated for each purchase order posi-tion. The Supplier shall assist us to comply with foreign trade and customs requirements (including changes or as a component of other products). On request, the Supplier shall submit to us long-term supplier declarations (LTSD), certificates of origin and movement certificates concerning the delivered prod-ucts. LTSD may only be amended with a notice period of 12 (twelve) months; an amendment with shorter notice shall only be permissible insofar as the Supplier is not responsible for the amendment.

11. Intellectual Property Rights, Confidentiality

We reserve title to and the copyrights in all pictures, plans, drawings, product descriptions and other documents. Such documents must be used solely for the contractual performance and must be returned to us once the contract has been performed. The documents must be kept secret from third parties, including after termination of the contract. The obligation to maintain confidentiality shall not lapse until and to the extent that the knowledge contained in the documents has become generally known.

12. Choice of law, place of performance, place of jurisdiction

12.1

This contract is subject to German law excluding the UN Convention on Contracts for the International Sale of Goods.

12.2

Place of performance for all obligations of the parties’ as well as the ex-clusive place of jurisdiction for all legal disputes arising out of or in connection with the contract is Geisingen, Germany. We shall, however, be entitled to also assert our claims at the Customer's registered office (seat).

Date: January 2022

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