Terms of Purchase

1 General, scope

1.1 The present General Terms and Conditions of Purchase ("Terms and Conditions of Purchase") apply only to business transactions with merchants as defined in s. 14(1) of the German Civil Code (BGB), legal entities under public law or special purpose entities organised under public law.

1.2 These Terms and Conditions of Purchase apply to all business relations between us and contractors ("Supplier") with regard to deliveries of movable items ("delivery") or the provision of work or services ("service"). These Terms and Conditions of Purchase apply exclusively. We do not recognise conditions of the Supplier that are contrary to or deviate from these Terms and Conditions of Purchase, unless we expressly consented in writing to their application. Our Terms and Conditions of Purchase shall also apply if we accept the delivery/ service without reservation in the knowledge of conditions of the Supplier that are contrary to or deviate from these Terms and Conditions of Purchase.

1.3 Individual agreements, including ancillary agreements, supplements and amendments that are concluded in an individual case shall take precedence over these Terms and Conditions of Purchase. However, a written contract or written confirmation from us is required for the contents of agreements of this type.

1.4 In the framework of what is reasonable we may demand from the Supplier changes and supplements to the delivery item or object of the service in design and construction. Effects on delivery and service dates, and extra and reduced costs, shall be regulated amicably between us and the Supplier.

1.5 Our specifications regarding measurements and weights and particulars of quantities and prices shall only be binding if they are specified in the contract. We retain title to documents, tools and samples that we sent to the Supplier in the context of the conclusion of the contract.

2 Offer

With regard to quantities and quality the Supplier shall adhere in its offer strictly to the enquiry and in the event of deviations shall refer explicitly to the latter. Offers shall be made without charge. Subject to an express deviating agreement, quotations shall be binding and shall not be remunerated.

3 Orders

3.1 The Supplier shall be obliged to confirm our order in writing within a time limit not exceeding 7 working days. Delayed acceptance shall be regarded as a new offer and requires our acceptance. This shall apply analogously to an acceptance with changes, extensions or restrictions. Confirmation of orders shall be sent by email to the following address:
ABEinkauf@bausch-stroebel.de. We can only process a confirmation of orders if - in accordance with the specifications in our order – it contains the order number shown in the order.

3.2 Calls for delivery may also take place by means of data transmission.

4 Prices and terms of payment

4.1 Prices in our orders are fixed prices for the duration of the order and for the complete duration of the order processing. Unilateral changes of the order by the Supplier are excluded. We shall only pay after receipt of the ordered goods in accordance with the contract or the contractual provision of the service and after the Supplier has transmitted a due and auditable invoice. Deliveries and services that are carried out before the agreed delivery date shall not be regarded as received until the time of the agreed delivery date. Unless otherwise agreed, we settle invoices either within 14 days with 3% discount or within 30 days net.

4.2 We can only process invoices if - in accordance with the specifications in our order – they contain the order number shown in the order. The Supplier shall be responsible for the consequences of non-compliance with this obligation. Electronic invoices must be sent by email to the following address:

4.3 Unless otherwise agreed, prices include delivery "carriage free" without VAT, including packaging. We are only obliged to take packaging back by special agreement.

4.4 Payment shall not mean acceptance of the delivery or service as being in accordance with the contract. We shall be entitled to rights of setting off and retention to the extent permitted by law.

5 Delivery/service period, default, transfer of risk

5.1 The delivery/service period shown in the order is binding. If delivery "carriage free" is not agreed in an exceptional case, the Supplier shall make the goods available to us in good time taking account of the usual periods for loading and shipping. The Supplier shall be obliged to notify us in writing without delay if circumstances occur or become recognisable to it that indicate that the agreed delivery/service period cannot be complied with.

5.2 If deliveries are not received on the agreed date at the receiving point we indicated, or if services are not provided on the agreed date, our rights – in particular to rescission and damages – shall be based on the applicable statutory provisions. Acceptance without reservation of a delayed delivery or service shall not mean a waiver of claims for compensation.

5.3 If goods are delivered to us before the agreed delivery date, we shall be entitled to refuse acceptance and to return them at the Supplier's expense and risk or to store them with a third party.

5.4 The Supplier shall collect goods that do not conform to our order at its own expense. We shall also be entitled to have the goods sent to the Supplier carriage forward.

5.5 We are entitled to change the agreed delivery/service dates to an extent reasonable for the Supplier if this is necessary to guarantee smooth processes in our company.

5.6 We are entitled to refuse excess or short deliveries.

5.7 Partial deliveries or services are permissible only on the basis of a separate agreement.

5.8. The risk of the accidental loss or the deterioration of the item shall be transferred to us with the handover at the place of performance. If acceptance is agreed, this shall be relevant for the transfer of risk.

6 Shipping provisions

6.1 Delivery and shipping shall be carried out free of charge at the Supplier's expense and risk. Insofar as delivery carriage free was not agreed, all deliveries shall be shipped at the lowest cost in each case, unless we explicitly prescribe a specific method of delivery in writing.

6.2 Extra costs that arise through accelerated transport that is necessary in order to comply with delivery dates shall be at the Supplier's expense.

6.3 Shipments by road will only be accepted at our plant Monday to Friday from 7:00 to 16:00.

6.4 Goods shall normally be delivered in customary nonreturnable standard packaging. We shall only return reusable packaging at the Supplier's expense and risk if the Supplier indicates the loan on the shipping documents.

6.5 The Supplier shall be obliged to show our order number exactly on its dispatch note and bill of lading. If it neglects to do this, we shall not be responsible for any delays in processing.

7 Inspection for defects and guarantee

7.1 Goods shall be inspected in accordance with our quality guidelines. We are obliged to inspect the goods within a reasonable period of time for any deviations from quality and quantity. A notice of defect is in time if the Supplier receives it within a time limit of 8 working days in the case of obvious defects. We satisfy our obligation to inspect if we carry out random sampling. In the case of purchases of samples, a notice of defect is not required if the delivery deviates from the samples. Apart from this, s. 377 (5) German Commercial Code (HGB) applies.

7.2 Unless otherwise agreed below, the statutory provisions shall apply in the case of material defects and defects of title and on other breaches of obligations by the Supplier.

7.3 We are entitled to choose the type of rectification, regardless of whether a sales contract or a contract for work and services was concluded. The Supplier can refuse the type of rectification that we choose if it is possible only with disproportionate costs.

7.4If the Supplier fails to remedy a defect within a reasonable extension that was set, we shall have the option of revoking the contract or reducing the purchase price and demanding damages in addition.

7.5 In urgent cases, in particular where operational safety is endangered or to avert disproportionately serious damage, following prior information to the Supplier and unsuccessful expiration of a short period of grace appropriate to the situation, we shall be entitled to remedy the defect and any damage caused by the defect at the expense of the Supplier ourselves or to have it remedied by a third party. If we incur costs as a result of a defective delivery or service, in particular transport, travel, labour, installation, dismantling or material costs, these shall be borne by the Supplier.

7.6 Our statutory or contractually agreed claims and rights in the case of material defects or defects in title shall become time-barred in accordance with the statutory provisions. In the case of whole or partial new, substitute or rectified deliveries or services, the term of the period of limitation shall begin again with the transfer of risk.

8 Product liability, indemnification, liability insurance cover and recourse

8.1 If the Supplier is responsible for damage to a product, it shall be obliged to indemnify us on first demand against third-party claims for damages insofar as the cause was found solely in its sphere of control and organisation and it is liable itself in the external relationship. The principles of s. 254 BGB shall apply analogously to compensation for damages between us and the Supplier.

8.2 In this context the Supplier shall also be obliged to reimburse us in accordance with ss. 683, 670 BGB for any expenditure that arises from or in connection with a product recall that we carried out. We shall inform the Supplier as far as possible and reasonable of the content and scope of the recall measures that are to be carried out and give it an opportunity to comment.

8.3 The Supplier is obliged to maintain liability insurance cover at its own expense with conditions that are customary in this branch with cover of at least EUR 2 million per incidence of damage for the duration of the contractual relationship including guarantee and limitation period. The Supplier shall show us proof of this insurance cover on demand. Lower cover shall be agreed with us on a case-by-case basis.

9 Industrial property rights

9.1. The Supplier shall be liable for claims that arise on contractual use of the deliveries and services from an infringement of industrial property rights and applications for industrial property rights of which at least one from the family of industrial property rights is published either in the Supplier's home country, by the European Patent Office or in one of the member states of the European Community, Japan or the USA.

9.2. The Supplier shall indemnify us on first demand if we are sued by a third party for an infringement of industrial proprietary rights. The Supplier's obligation to indemnify covers all expenses that we necessarily incur in connection with claims asserted by a third party.

9.3 The parties to the contract shall be obliged to report without delay all risks of infringements of which they have become aware and alleged cases of infringement and to give each other an opportunity to jointly oppose such claims.

10 Quality management, subcontractors, compliance

10.1 The Supplier shall maintain an adequate quality assurance system or quality management system, for example in accordance with DIN ISO 9001. We are entitled to demand from the Supplier the documentation that is required for an appropriate audit of the system, or following agreement to review the system in the form of audits.

10.2 Subcontracts may be awarded to subcontractors only with our consent, unless they merely involve deliveries of standard parts. With regard to the tasks that they take over, the Supplier shall subject subcontractors that it employs to implement the contract to all obligations that it has towards us and shall ensure their compliance.

10.3 The Supplier is obliged to comply with the relevant statutory provisions, in particular on dealings with employees, data protection, protection of the environment, health and safety at work and remuneration.

11 Export and customs

The Supplier shall be obliged to observe the respective current and applicable export regulations, in particular customs and export control provisions. It shall inform us of any obligations to obtain permits for its deliveries and services. The Supplier shall provide us with all information, data and documents, for example, statistical goods numbers or suppler declarations, that we require to comply with the provisions of foreign trade law for exporting, importing and re-exporting.

12 Behaviour on business premises

If the Supplier brings deliveries to or provides services on our business premises, the personnel employed on this must comply with the works regulations, as may be amended from time to time, for example, regulations on safety, the environment and fire safety, or on operating machinery and tools, and must comply with instructions from our skilled personnel.

13 Documents, confidentiality and tools

13.1 We retain title and copyright, and in particular the right to register industrial property rights to all commercial and technical documents that we make accessible or available. For as long and insofar as they are not or have not become verifiably in the public domain, they must be kept secret from third parties and may only be made accessible to those employees of the Supplier who require them for processing orders. The obligation to confidentiality shall apply as well after orders have been processed. Documents shall be used solely for processing our orders and shall be returned to us on demand after the orders have been processed.

13.2 Drawings, drafts, etc. that the Supplier makes on the basis of our specifications shall become our unrestricted property without additional payment, regardless of whether they continue to remain in the Supplier's possession.

13.3 The Supplier may not refer in any form in advertising to an existing business relationship with us without our express consent.

13.4 Tools that the Supplier manufactures to process our orders and for which it invoices us separately, where applicable pro rate only, become our property at the moment of manufacture. They are initially kept for us, may only be used to implement our orders and shall be handed over on request following processing. The Supplier shall bear the costs of maintaining the tools. Destruction and/or disposal of tools shall require our written consent.

14 Data protection

Personal data that the Supplier transmits to us are stored and used solely for processing our contractual relationship and where applicable are forwarded to third parties in the framework of performance of the contract, insofar as this is necessary for the performance of the contract. If personal data are stored or otherwise processed, this is done in compliance with and under observance of the appropriate data protection legislation.

15 Reservation of title and provision

15.1 The Supplier reserves title to the deliveries and services it supplies until payment by us. Extended and expanded reservation of title is not deemed to be agreed.

15.2 If an item that we provide is mixed with other objects that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item to the other mixed objects at the time of mixing. If mixing is carried out in such a way that the Supplier's item is to be regarded as the main item, it is deemed to be agreed that the Supplier will assign pro rate co-ownership to us. The Supplier shall hold the sole ownership or co-ownership in safekeeping for us.

16 Concluding provisions

16.1 Unless otherwise provided in the order, the place of performance for deliveries and services is the delivery or implementation location that we stipulate. The place of performance for payments is Ilshofen.

16.2 These Terms and Conditions of Purchase and all legal relations between us and the Supplier shall be governed by German law, but excluding the United Nations Convention on the International Sale of Goods ("CISG").

16.3 The venue for all disputes that arise directly or indirectly from contractual relationships that are based on these Terms and Conditions of Purchase is our registered office. However, we have the right to bring an action as well at the location of the Supplier's registered office or before other courts with jurisdiction under domestic or foreign law.

16.4 If one or more of the above-mentioned conditions is wholly or partially invalid, this shall not affect the validity of the remaining conditions. Insofar as the invalid conditions contain a reasonable valid part, this shall be retained. The Parties hereby agree to make a substitute provision that most closely approaches the economic intention of the invalid provision.

As of: September 2018