General Terms and Conditions

§ 1 General Provisions – Scope of Application

1.1 Our General Purchasing Conditions (hereinafter: "GPC") shall apply exclusively; we do not recognise any terms and conditions of the Supplier that conflict with or deviate from our GPC unless we have expressly agreed to their applicability in writing. Our GPC shall also apply if we accept the Supplier's delivery without reservation in the knowledge of terms and conditions of the Supplier that conflict with or deviate from our GPC.

1.2 All agreements made between us and the Supplier for the purpose of executing a contract shall be set out in writing in the contract concluded with the Supplier. Amendments and supplements to the concluded contract shall only be effective if confirmed by us in writing.

1.3 Our GPC shall also apply to all future business with the Supplier.

1.4 Our GPC shall only apply to entrepreneurs within the meaning of § 14 para. 1 BGB (German Civil Code).

§ 2 Orders

The Supplier may only accept our order (offer) within a period of 2 weeks, unless our order expressly provides otherwise.

§ 3 Prices – Payment Terms

3.1 The price stated in our order is binding. Unless otherwise agreed in writing, the price includes delivery "DDP" (Incoterms 2010) to the named place of destination, including packaging. The return of packaging requires a separate agreement.

3.2 Unless otherwise agreed, the statutory value added tax is included in the price.

3.3 We can only process invoices if our order number is stated therein; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless the Supplier can demonstrate that they are not responsible for such non-compliance.

3.4 Unless otherwise agreed, we shall pay the purchase price within 30 days from delivery and receipt of invoice.

3.5 We are entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Delivery Time

4.1 The delivery time stated in the order is binding, unless otherwise agreed in writing.

4.2 The Supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to them which indicate that the agreed delivery time cannot be met.

4.3 In the event of delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to demand damages in lieu of performance and withdrawal after the fruitless expiry of a reasonable period. If we demand damages, the Supplier shall have the right to demonstrate to us that they are not responsible for the breach of duty.

§ 5 Transfer of Risk – Documents

5.1 Unless otherwise agreed in writing, delivery shall be DDP (Incoterms 2010).

5.2 The Supplier is obliged to state our order number on all shipping documents and delivery notes; if the Supplier fails to do so, we shall not be responsible for any resulting delays in processing.

§ 6 Quality, Standards and Documentation

6.1 The Supplier warrants that the goods delivered comply with the national and European legal provisions applicable in the sales country communicated in each case. If we have not communicated a sales country, the Federal Republic of Germany shall be deemed to be the communicated sales country.

6.2 The Supplier warrants that the goods delivered comply with the national and European legal provisions applicable in the sales country communicated in each case. If we have not communicated a sales country, the Federal Republic of Germany shall be deemed to be the communicated sales country.

6.3 The Supplier also warrants that the sales packaging used by them is licensed with a dual system pursuant to § 6 VpackVO (German Packaging Ordinance) and shall provide us with written proof thereof upon request, unless we declare that we wish to carry out the licensing ourselves.

6.4 The Supplier shall inspect the goods delivered by them for compliance with the statutory provisions applicable to such goods prior to delivery and shall warrant compliance with such provisions to us; the Supplier shall document the inspections carried out and provide us with the relevant documentation upon request. In particular, the Supplier guarantees in the case of delivery of electrical products that these comply with all European regulations as well as the national regulations in the communicated sales country, in particular the applicable labelling requirements and – where applicable – the Elektro- und Elektronikgerätegesetz (German Electrical and Electronic Equipment Act). The same applies to the packaging used by the Supplier. Upon our request, the Supplier shall provide a declaration of conformity in this regard. Overall, the Supplier shall ensure that the goods delivered by them are marketable in Europe and in the sales country communicated by us.

6.5 Compliance with the agreed product specifications is guaranteed by the Supplier as a quality characteristic. Deviations therefrom are only permissible with our prior written consent.

§ 7 Defect Inspection – Liability for Defects

7.1 We shall fulfil our obligation to inspect the delivered goods provided that we carry out a random inspection of the delivered goods within a reasonable period for any quality and quantity deviations; the notice of defect shall be deemed timely if it is received by the Supplier within a period of 5 working days, calculated from receipt of goods or, in the case of hidden defects, from discovery.

7.2 We are entitled to the statutory defect claims in full; in any case, we are entitled to demand, at our option, either repair or delivery of a new item from the Supplier. The right to damages, in particular the right to damages in lieu of performance, is expressly reserved.

7.3 We are entitled to carry out the repair ourselves at the Supplier's expense if the Supplier is in default.

7.4 The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB (German Civil Code) apply.

§ 8 Product Liability – Indemnification

8.1 In the event of product damage, the Supplier is obliged to indemnify us on first demand against third-party claims for damages to the extent that the cause lies within the Supplier's sphere of control and organisation, unless the Supplier can demonstrate that they are not at fault.

8.2 Within the scope of their liability for damage claims as referred to in clause 7.1, the Supplier is also obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall action carried out by us. We shall inform the Supplier – to the extent possible and reasonable – of the content and scope of the recall measures to be carried out and give them the opportunity to comment. Other statutory claims shall remain unaffected.

8.3 The Supplier undertakes to take out extended product liability insurance with an adequate sum insured of at least EUR 5 million per claim, including recall cost insurance of EUR 500,000.00 per claim, and to provide us with proof of its conclusion upon request. The product liability and recall cost insurance to be evidenced must apply to all deliveries to Europe (including the Federal Republic of Germany), which must also be evidenced upon request.

§ 9 Intellectual Property Rights

9.1 The Supplier warrants that no third-party rights within Europe, including the Federal Republic of Germany, or in the sales country are infringed in connection with their delivery.

9.2 If we are held liable by a third party in this regard, the Supplier is obliged to indemnify us against these claims upon first written request; we shall not be entitled to enter into any agreements with the third party – without the Supplier's consent – in particular to conclude a settlement, unless the Supplier fails to fulfil their indemnification obligation.

9.3 The Supplier's indemnification obligation extends to all expenses necessarily incurred by us from or in connection with the claim by a third party.

9.4 The limitation period is 36 months, calculated from the transfer of risk.

§ 10 Jurisdiction – Place of Performance

10.1 If the Supplier is a merchant, the place of jurisdiction shall be Hamburg. However, we shall also be entitled to sue the Supplier at the court of their place of residence.

10.2 Unless the order provides otherwise, the place of performance shall be Hamburg.

§ 11 Applicable Law – Severability Clause

11.1 The legal relations between the parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

11.2 Should individual provisions of these GPC be invalid, this shall not affect the validity of the remaining provisions.

§ 1 General Provisions – Scope of Application

1.1 Our General Sales and Delivery Conditions (hereinafter: "GTC") shall apply exclusively; we do not recognise any terms and conditions of the Buyer that conflict with or deviate from our conditions unless we have expressly agreed to their applicability in writing. Our GTC shall also apply if we carry out delivery to the Buyer without reservation in the knowledge of terms and conditions of the Buyer that conflict with or deviate from our GTC, including any procurement guidelines of public-law entities.

1.2 All agreements made between us and the Buyer for the purpose of executing the contract concluded with them shall be set out in writing in such contract. Amendments and supplements to the contract shall only be effective if confirmed by us in writing.

1.3 Our GTC shall also apply to all future business with the Buyer in the course of their entrepreneurial activity within an ongoing business relationship.

1.4 Our GTC shall apply to entrepreneurs within the meaning of § 14 para. 1 BGB (German Civil Code), legal entities under public law and special funds under public law (§ 310 BGB).

§ 2 Our Offers

2.1 All our offers are non-binding and subject to prior sale, unless the order confirmation provides otherwise or we have expressly stated otherwise in writing.

2.2 We reserve all ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our prior written consent. This also applies to written documents designated as "confidential"; the Buyer requires our express written consent before passing them on to third parties.

§ 3 Delivery

3.1 For all contracts concerning goods whose importation into the Community territory requires the granting of an import licence or the submission of an import declaration, the timely and complete granting of the licence or the binding acceptance of the import declaration shall be a prerequisite for the execution of the respective contract.

3.2 In the event of refusal of the licence or revocation of the import declaration, the Buyer cannot demand fulfilment of the contract. In these cases, the Buyer cannot derive any legal claims, in particular no claims for damages and/or reimbursement of expenses, unless otherwise provided in clause 9 below.

3.3 If, after conclusion of a contract, it transpires that the goods do not comply with the applicable European or German laws and regulations, in particular the labelling requirements and/or the Elektro- und Elektronikgerätegesetz (German Electrical and Electronic Equipment Act), we shall be entitled to withdraw from the contract. In these cases, the Buyer cannot derive any legal claims from the withdrawal, whereby the Seller's liability for damages and/or reimbursement of expenses is also excluded, unless otherwise provided in clause 9 below.

3.4 For all contracts for delivery from or of discharge lots or goods afloat or in transit, correct and timely self-delivery as well as timely arrival shall be deemed reserved. The Buyer shall always bear the transit risk, even in the case of sales concluded franco, carriage paid or on similar terms. In the absence of special instructions from the Buyer, we shall select the route of transport at our best discretion without liability for the cheapest freight.

§ 4 Delivery Times and Periods

4.1 The commencement of the delivery times indicated by us requires the clarification of all necessary questions and compliance with the Buyer's obligations. Unless otherwise agreed or unless the contractual relationship provides otherwise, the delivery time indicated by us shall always be non-binding.

4.2 Delivery delays due to force majeure or due to unforeseeable circumstances not attributable to us, such as operational disruptions, strikes, lockouts, lack of transport, shortage of raw materials, difficulties in procuring raw materials, production disruptions at the works entrusted with delivery, floods, storms and severe weather, official or governmental orders and/or controls, obstruction of processing and packaging, failure of suppliers to deliver on time, or other unforeseen shipping difficulties shall not constitute our default. An agreed delivery period shall be extended by the duration of the delivery delay due to the aforementioned circumstances and a reasonable start-up period. If the impediment lasts longer than one month, both we and the Buyer shall be entitled, after the expiry of a reasonable additional period, to withdraw from the contract with regard to the part not yet fulfilled.

4.3 If the Buyer sets us a reasonable additional period after our default, they shall be entitled to withdraw from the contract after the fruitless expiry of this additional period; damages in lieu of performance shall only be available to the Buyer if the default is based on intent or gross negligence or breach of a material contractual obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely ("cardinal obligation"). In the event of our simple negligence, our liability shall always be limited to the foreseeable damage. These limitations of liability shall not apply if a fixed commercial transaction has been agreed; the same applies if the customer can assert that their interest in the performance of the contract has ceased due to a delay attributable to us. In these cases, liability shall be limited to the typical and foreseeable damage.

4.4 If the Buyer is in default of acceptance or breaches other duties to cooperate, they shall compensate us for the damage incurred thereby, including any additional expenses. In this case, the risk of accidental destruction or accidental deterioration of the purchased item shall also pass to the Buyer at the point in time at which the Buyer is in default of acceptance.

4.5 We shall be entitled to make partial deliveries and deliveries before the delivery date, provided that there is no apparent interest of the Buyer to the contrary.

4.6 The Buyer's obligation to accept the goods is a primary obligation.

§ 5 Transfer of Risk

5.1 Unless otherwise agreed in writing, the delivery term for enterprises and public-law entities shall be "ex works" (Incoterms 2010).

5.2 At the Buyer's express request, we shall take out transport insurance for the delivery; the costs incurred shall be borne by the Buyer.

5.3 If, by way of exception, "CIF" has been agreed, we shall take out insurance including Cargo Clauses (all risks), Institute War Clauses and Institute Strikes, Riots and Civil Commotions Clauses. Risks beyond this shall only be insured at the Buyer's special request and at their expense. We shall not be liable for further risks not covered by the insurance. Increases or reductions in insurance premiums after conclusion of the contract due to war risks (including terrorism) exceeding 0.5% of the premium shall be borne by the Buyer.

5.4 Disposable packaging shall not be taken back; excluded from this are pallets and other packaging materials provided on loan. These are to be returned within two months. Otherwise, the Buyer is obliged to arrange for disposal of the packaging at their own expense.

§ 6 Dimensions

Any dimensions and weights are stated in our offers and order confirmations to the best of our knowledge. However, they do not constitute quality guarantees. Minor deviations shall not entitle the Buyer to complaints and warranty claims, unless expressly agreed otherwise in writing.

§ 7 Prices

7.1 For call-off contracts where more than 4 weeks lie between the conclusion of the contract and the delivery date, we reserve the right – unless otherwise agreed – to adjust our purchase price accordingly if, as a result of changes in collectively agreed wages, changes in prices for raw materials, auxiliary materials and fuels and for packaging materials at our premises, at suppliers' premises or at companies producing on our behalf, a change in the aforementioned cost factors occurs in the period between conclusion of the contract and delivery compared with the cost factors underlying the calculation of the agreed purchase price, to the extent that the change in the cost factor(s) proportionally affects the overall price.

7.2 Irrespective of this, we shall be entitled to adjust the purchase price in accordance with any changes in public charges, taxes and customs duties occurring after conclusion of the contract, which we shall demonstrate to the Buyer upon request. The same applies to changes in exchange rates, freight rates (to the extent that we bear the freight costs) and price changes arising from official measures.

7.3 Unless otherwise agreed, all prices are quoted in euros and exclusive of the applicable value added tax (VAT).

§ 8 Warranty Claims

8.1 The warranty rights (defect claims) of the commercial Buyer require that they inspect the goods immediately upon receipt and give notice of any obvious defects immediately after inspection and of hidden defects immediately after their discovery, specifying the defect in writing (§ 377 HGB – German Commercial Code). Other Buyers shall notify us of obvious defects in writing within 2 weeks of the transfer of risk and of hidden defects within 2 weeks of their discovery; otherwise, the warranty for such defects not notified shall expire. We must be given the opportunity to satisfy ourselves of the defects complained of.

8.2 Warranty claims, including claims for damages by the Buyer, are excluded if the Buyer fails to comply with our or generally known usage instructions, safety regulations or instructions and codes of practice, as well as our application instructions or the recognised rules of technology when using our products, and the damage is attributable thereto. Warranty claims for damage or consequential damage caused by improper use of the products attributable to the Buyer or the Buyer's specifications (in particular intended purpose, test methods, submitted technical execution and delivery specifications, design documents, material selection) are likewise excluded. The same applies to damage or consequential damage caused by improper use of our products attributable to the Buyer.

8.3 Warranty claims shall not exist if only insignificant deviations from the quality or only an insignificant impairment of usability are present.

8.4 All our specifications such as dimensions, documents, brochures, etc. are only non-binding and performance descriptions and not guarantees, unless expressly agreed otherwise.

8.5 If there is a defect in our products attributable to us, we shall be entitled, at our option, to repair or replacement delivery.

8.6 Payments by the Buyer in the event of defect complaints may only be withheld to an extent that is in reasonable proportion to the defects that have occurred. Such payments may also only be withheld under the conditions of clause 11.6 of these conditions.

8.7 If the Buyer wrongfully complains of the existence of a defect attributable to us for reasons for which we are not responsible, the Buyer shall reimburse us for the reasonable expenses incurred in this regard for defect rectification and/or determination.

8.8 We may charge the Buyer for the additional costs of the expenses required for the purpose of supplementary performance, in particular transport, travel, labour and material costs, to the extent that the expenses increase as a result of the delivered product being taken to a location other than the delivery address, unless such relocation corresponds to the intended use.

8.9 Recourse claims of the customer in the case of consumer goods purchases (§ 478 BGB) are excluded to the extent of agreements made by the Buyer with their customers that go beyond the statutory defect claims of the customers. The Buyer shall inform us of the defect claims of their customers in sufficient time so that we are in a position, at our option, to fulfil these claims of the customer in place of the Buyer.

8.10 Warranty claims, in particular claims for material defects, shall become time-barred 12 months after the transfer of risk, unless we have caused the defect through gross negligence or intent or have fraudulently concealed it. This provision shall also apply to any guarantees given and binding on us, unless such guarantees provide otherwise. Longer statutory limitation periods for defect claims (e.g. for buildings and items which have been used for a building in accordance with their customary use and have caused the defect) shall remain unaffected. The statutory periods for recourse claims pursuant to §§ 478, 479 BGB shall likewise apply. These limitation periods shall also apply to consequential damage caused by defects, provided such claims are not based on tortious acts. If supplementary performance is required due to defective delivery, the limitation period shall be suspended from the notice of defect until supplementary performance, but shall not recommence.

8.11 Before the Buyer can assert further claims or rights (withdrawal, reduction, damages or reimbursement of expenses), we must first be given the opportunity to provide supplementary performance within a reasonable period, unless we have given a guarantee to the contrary. If supplementary performance fails despite a second attempt, is impossible, is unreasonable for the Buyer, or if we refuse supplementary performance, the Buyer may withdraw from the contract or reduce the remuneration. For the assertion of claims for damages and reimbursement of expenses, clause 9 of these conditions shall apply.

8.12 For claims based on defects of title, the following shall additionally apply:

• a) Unless otherwise agreed, we shall only be obliged to make deliveries free from third-party rights in the country of the delivery address.
• b) In the event of an infringement of third-party intellectual property rights attributable to us, we may, at our option, either acquire a right of use sufficient for the agreed or intended use at our expense and transfer it to the Buyer, or modify the delivered goods so that the intellectual property right is not infringed, or replace the delivered goods, provided that the agreed or intended use of the delivered goods is not impaired thereby. If this is not possible for us or if we refuse supplementary performance, the Buyer shall be entitled to the statutory claims and rights. Clause 9 shall apply to claims for damages and reimbursement of expenses.

§ 9 Damages

9.1 We shall only be liable for damage to the Buyer in the event of intent or gross negligence, unless such damage is based on the breach of a material contractual obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely ("cardinal obligation"). In the event of slight negligence, our liability shall be limited to the typical, foreseeable damage at the time of conclusion of the contract. In particular, we shall not be liable in this case for lost profits of the Buyer and foreseeable indirect consequential damage. The foregoing provisions shall also apply in the event of fault on the part of our legal representatives and vicarious agents.

9.2 The foregoing limitations of liability shall not apply to the extent that liability is mandatory under statutory provisions, e.g. pursuant to §§ 1, 4 of the Produkthaftungsgesetz (German Product Liability Act), if life, body or health have been injured, or if claims for damages are asserted against us on account of the absence of a guaranteed quality within the meaning of § 443 BGB, or if a defect has been fraudulently concealed.

9.3 To the extent that liability is excluded or limited, this shall also apply in favour of our legal representatives and vicarious agents in the event of direct claims by the Buyer.

§ 10 Retention of Title

10.1 We retain title to the delivered items until receipt of all payments from the business relationship with the Buyer. In the event of conduct by the Buyer in breach of the contract, in particular in the event of default in payment despite a reasonable additional period, we shall be entitled to take back the delivered item. This shall not apply if the Buyer has already filed for insolvency proceedings or insolvency proceedings have been opened, as a result of which immediate repossession of the delivered items by us is not permitted. After taking back the delivered item, we shall be entitled to realise it, and the proceeds of realisation shall be credited against the Buyer's liabilities – less reasonable realisation costs. We may also realise the repossessed retained goods by private sale. The realisation provisions of the InsO (German Insolvency Code) shall remain unaffected.

10.2 The Buyer is obliged to treat the delivered item with care; in particular, the Buyer is obliged to insure it adequately at replacement value against fire, water and theft damage at their own expense.

10.3 In the event of seizures or other interventions by third parties, the Buyer shall notify us immediately in writing. The Buyer shall be liable to us for the judicial and extrajudicial costs of any necessary action pursuant to § 771 ZPO (German Code of Civil Procedure – third-party objection action).

10.4 The Buyer is entitled to resell the delivered item in the ordinary course of business; however, the Buyer hereby assigns to us all receivables in the amount of the final invoice amount (including VAT) accruing to them from the resale against their customers or third parties, regardless of whether the delivered item has been resold without or after processing. We accept this assignment from the Buyer. The Buyer shall remain authorised to collect these receivables even after the assignment. Our right to collect the receivables ourselves shall remain unaffected; however, we undertake not to collect the receivables as long as the Buyer meets their payment obligations from the collected proceeds, is not in default of payment, has not filed for insolvency proceedings or has not been the subject of such filing, and no cessation of payments exists. In these cases, we may demand that the Buyer disclose the assigned receivables and their debtors to us, provide all information necessary for collection, hand over the associated documents, and notify the debtor (third party) of the assignment. However, collection of the receivables by us shall not be possible if this conflicts with the InsO (German Insolvency Code).

10.5 The processing or transformation of the delivered item by the Buyer shall always be carried out on our behalf. If the delivered item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivered item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the items delivered subject to retention of title.

10.6 The retention of title shall also remain in effect if individual or all of our receivables are included in a current account and the balance is drawn or acknowledged.

10.7 We undertake to release the securities to which we are entitled at the Buyer's request to the extent that the value of our securities exceeds the receivables to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

§ 11 Payment

11.1 Payments shall be made in accordance with the respective agreement with the Buyer. Unless the respective agreement provides otherwise, the purchase price shall be paid in accordance with clause 7.3 of these conditions and without deduction of discount and/or bank charges.

11.2 If no other payment term is expressly agreed in the contract, payment shall be made no later than 8 days after the invoice date. The Buyer agrees that invoices may be sent electronically.

11.3 In the event of default in payment, we shall charge the statutory interest rate pursuant to § 288 para. 2 BGB (German Civil Code). Reminder and collection charges as well as any other charges shall also be borne by the Buyer in the event of default in payment.

11.4 Bills of exchange and cheques shall – if at all – only be accepted as conditional payment. All costs for bills of exchange and cheques shall be borne by the Buyer, in particular discount charges, stamp costs and any collection charges.

11.5 If we are obliged to perform in advance and circumstances become known to us after conclusion of the contract which indicate a material deterioration in the Buyer's financial situation, we may, at our option, demand either security within a reasonable period or payment concurrently with delivery. If the Buyer fails to comply with this demand, we shall be entitled, without prejudice to further statutory rights, to withdraw from the contract.

11.6 The Buyer shall only be entitled to rights of set-off if their counterclaims have been established by final judgement, are undisputed, or have been acknowledged by us. The exercise of a right of retention or right to refuse performance by the Buyer shall only be justified if the same conditions are met, or if, in the assertion of warranty claims, the defects in the delivered goods have at least been substantiated (e.g. by written confirmation of a neutral person) and, in addition, the counterclaim is based on the same contractual relationship.

§ 12 Jurisdiction – Place of Performance

12.1 The place of jurisdiction shall be Hamburg. However, we shall also be entitled to sue the Buyer at the court of their place of business.

12.2 Unless the order confirmation provides otherwise, the place of performance shall be Hamburg.

§ 13 Applicable Law – Severability Clause

13.1 The legal relations between the parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

13.2 Should individual provisions of this contract or these GTC be invalid, this shall not affect the validity of the remaining provisions.