Terms & Conditions of Purchase

terms and conditions

1. Scope, form

(1) These General Terms and Conditions (“GTC”) apply to all our business relationships with our customers (“contractual partners”). The GTC only apply if the contractual partner is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law.

(2) The General Terms and Conditions apply in particular to contracts for work or services (“services”), in particular in the field of hot isostatic pressing, as well as to contracts for the sale and/or delivery of movable items (“goods”) regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the contract partner’s order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our general terms and conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the contractual partner shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement applies in all cases, for example even if we carry out the delivery or provision of the service to the contractual partner without reservation in full knowledge of the contractual partner's general terms and conditions.

(4) Individual agreements made with the contractual partner in individual cases (including ancillary agreements, additions and changes) always take precedence over these General Terms and Conditions. The content of such agreements shall be determined, unless there is evidence to the contrary, by a written contract or our written confirmation.

(5) Legally relevant declarations and notifications by the contracting party in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and other evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

(7) Our employees, sales representatives or other sales agents are not authorized to make statements or promises that deviate from the General Terms and Conditions, to accept payments or to make other statements, in particular a guarantee, statements regarding the quality or suitability of the goods or regarding the warranty.

2. Conclusion of contract

(1) Our offers are non-binding and subject to change. This also applies if we have provided the contractual partner with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership and copyright.

(2) The order or the contract for performance by the contractual partner shall be deemed to be a binding contractual offer. Unless otherwise stated in the order or contract, we are entitled to accept this contractual offer within 2 weeks of its receipt.

(3) Acceptance is declared in writing by an order confirmation.

(4) The delivery item and the scope of delivery are based exclusively on our written order or order confirmation. A reference to standards and technical rules is a description of the service and not a guarantee of properties. Deviations of the delivery item from offers, samples, trial and preliminary deliveries are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards.

3. Delivery period and delay in delivery

(1) Deadlines and dates for deliveries and services promised by us are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, the delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

(2) We may – without prejudice to our rights arising from the contractual partner’s default – demand from the contractual partner an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the contractual partner fails to fulfil its contractual obligations towards us.

(3) We are not liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of workers, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure, incorrect or untimely delivery by suppliers) for which we are not responsible. If such events make delivery or service significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we are entitled to withdraw from the contract. In the case of hindrances of a temporary nature, the delivery or service periods are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the contractual partner cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying us in writing. The contractual partner must be informed of the circumstances immediately.

(4) If we are in default with a delivery or service or if a delivery or service becomes impossible for us, regardless of the reason, our liability for damages is limited in accordance with Section 8 of these General Terms and Conditions.

4. Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery takes place ex works from our production site in Aachen or Leopoldshöhe (EXW according to Incoterms 2020).

(2) At the request and expense of the contractual partner, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(3) The risk of accidental loss and accidental deterioration of the goods passes to the contracting party when they are made available at the agreed location. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes when the goods are delivered to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the dispatch. It is equivalent to handover if the contracting party is in default of acceptance. If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on work contracts also apply accordingly to an agreed acceptance.

(4) If the contracting party is in default of acceptance, fails to cooperate, or if our delivery or the acceptance of the contracting party is delayed for other reasons for which the contracting party is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we charge a flat-rate compensation of 1% of the order value per calendar day, starting with the delivery period or - in the absence of a delivery period - with the notification that the goods are ready for dispatch.

(5) The proof of greater damage and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be offset against further monetary claims. The contractual partner is permitted to prove that we have suffered no damage at all or only significantly less damage than the above flat rate.

5. Prices and payment terms

(1) Unless otherwise agreed in individual cases, our prices apply ex works at the time of conclusion of the contract, plus statutory VAT. VAT will be charged separately at the rate applicable on the day of invoicing.

(2) The costs for packaging and assembly of the goods will be invoiced additionally.

(3) In the case of mail order sales (Section 4, Paragraph (2)), the contracting partner shall bear the transport costs ex works and the costs of any transport insurance requested by the contracting partner. Unless we invoice the transport costs actually incurred in the individual case, a flat rate transport cost (excluding transport insurance) of EUR 2,000.00 shall be deemed to have been agreed. Any customs duties, fees, taxes and other public charges shall be borne by the contracting partner.

(4) We are not bound to previous prices for new orders or orders (= follow-up orders).

(5) We are bound to the agreed prices for four months from the conclusion of the contract. In the case of longer agreed delivery or service periods and a change in the price of an individual cost element of material or labor costs, we are entitled to change the price on the basis of our original price calculation, but only to the extent that the change in the cost element has a proportionate effect on the originally agreed price.

(6) The purchase price or remuneration is due and payable within 10 calendar days of the invoice date without deduction. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment if the provision of the advance payment is unreasonable for us. Clause 5, paragraph (9) remains unaffected by this.

(7) Upon expiry of the above payment deadline, the contractual partner is in default. During the period of default, the purchase price or remuneration is subject to interest at the applicable statutory default interest rate. We reserve the right to assert further damages for default. Our claim to commercial default interest (Section 353 of the German Commercial Code) remains unaffected with regard to merchants.

(8) The contracting party is only entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. The contracting party is only entitled to assert rights of retention based on counterclaims arising from the same contractual relationship. In the event of defects in the delivery, the counterclaims of the contracting party under these General Terms and Conditions remain unaffected.

(9) If the payment terms are not met or facts come to light that give rise to reasonable doubts about the creditworthiness of the contracting party, all of our claims become due immediately. The same applies to costs incurred, for services and for goods in progress and finished but not yet delivered goods. In these cases, we only need to carry out outstanding deliveries and services against advance payment or security and can withdraw from the contract after a reasonable grace period or demand compensation for non-performance. Furthermore, due to the retention of title agreed in section 6, we can prohibit the resale and processing of the delivered goods and demand their return or the transfer of immediate possession of the delivered goods at the contracting party's expense. The contracting party hereby authorizes us to enter its premises in the cases mentioned and to collect the delivered goods.

6. Retention of title

(1) We reserve title to the goods sold until all of our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) The contracting party must treat the reserved goods with care. He must insure them at his own expense against fire, water and theft damage to their replacement value. If maintenance and inspection work becomes necessary, the contracting party must carry them out in a timely manner at his own expense.

(3) The goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The contractual partner must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third parties (e.g. seizures) take effect on the goods belonging to us.

(4) If the contracting party acts in breach of contract - in particular if he is in default with the payment of a fee - we have the right to withdraw from the contract after we have set a reasonable deadline for performance. The transport costs incurred for the return shall be borne by the contracting party. If we take back the reserved goods, this already constitutes a withdrawal from the contract. It also constitutes a withdrawal from the contract if we seize the reserved goods. We may sell reserved goods that we take back. The proceeds of the sale will be offset against the amounts that the contracting party owes us after we have deducted a reasonable amount for the costs of the sale.

(5) The contractual partner is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with clause 6, paragraph (6). In this case, the following provisions apply in addition.

(a) The retention of title extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we are considered the manufacturer. If the ownership rights of third parties remain in place during processing, mixing or combining with goods of third parties, we acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.

(b) The contracting partner hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The contractual partner's obligations set out in Section 6 (3) also apply with regard to the assigned claims.

(6) The contractual partner remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the contractual partner meets his payment obligations to us, there is no lack of his ability to pay and we do not assert the retention of title by exercising a right in accordance with Section 6 Paragraph (4). However, if this is the case, we can demand that the contractual partner informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the contractual partner's authorization to further sell and process the goods subject to retention of title.

(7) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the contractual partner.

7. Contractual partner's claims for defects

(1) The delivered items must be carefully inspected immediately after delivery or acceptance by the contracting party or by the third party designated by the contracting party. With regard to obvious defects or other defects that would have been apparent upon immediate, careful inspection, they are deemed to have been approved by the contracting party if we do not receive a written complaint within 7 working days of delivery or acceptance. With regard to other defects, the delivered items are deemed to have been approved by the contracting party if we do not receive a complaint within 7 working days of the time at which the defect became apparent; if the defect was already apparent at an earlier point in time during normal use, this earlier point in time is decisive for the start of the complaint period. At our request, a defective delivery item must be returned to us carriage paid or made available to us for determination of the defect. If the complaint is justified, we will reimburse the costs of the cheapest shipping method; this does not apply if the costs increase because the delivery item is located at a location other than the location of its intended use.

(2) In the event of material defects in the delivered items, we are initially obliged and entitled to repair or replace the goods at our discretion within a reasonable period of time. Our right to refuse subsequent performance under the statutory conditions remains unaffected. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement, the contracting party may withdraw from the contract or reduce the purchase price appropriately.

(3) If a defect is due to our fault, the contractual partner can claim damages under the conditions specified in section 8.

(4) The warranty shall be void if the contracting party fails to meet its obligations under clause 7, paragraph (4) or modifies the delivery item or has it modified by third parties without our consent and this makes the rectification of defects impossible or unreasonably difficult. In any case, the contracting party must bear the additional costs of rectifying defects resulting from the modification.

8. Other Liability

(1) We exclude our liability for orders that include hot isostatic pressing, regardless of the legal nature of the claim asserted, unless a guarantee was given for the quality of the work or the defect was fraudulently concealed. In all other respects, we are liable in accordance with the statutory provisions for a breach of contractual and non-contractual obligations, unless these General Terms and Conditions, including the following provisions, state otherwise.

(2) We are liable for damages – regardless of the legal basis – within the scope of liability for intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations of liability (e.g. due diligence in our own affairs; insignificant breach of duty), only

(a) for damages resulting from injury to life, body or health,

(b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability arising from Section 8, Paragraph (1) and Paragraph (2) also apply to third parties and to breaches of duty by persons (including in their favour) whose fault we are responsible for according to statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the goods was given and for claims of the contractual partner under the Product Liability Act.

(4) The contracting partner may only withdraw or terminate the contract due to a breach of duty that does not constitute a defect if we are responsible for the breach of duty. The contracting partner's free right of termination (in particular in accordance with Sections 650 and 648 of the German Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences apply.

9. Limitation Period

(1) The general limitation period for claims arising from material and legal defects is one year from delivery of the goods. If acceptance has been agreed, the limitation period begins with acceptance.

(2) The above limitation periods also apply to contractual and non-contractual claims for damages by the contracting party that are based on a defect in the goods or services, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the contracting party in accordance with Section 8 Paragraph (1) and Section 8 Paragraph (2)(a) as well as under the Product Liability Act expire exclusively according to the statutory limitation periods.

10. Intellectual Property Rights

(1) If we have to deliver or provide services based on drawings, CAD data, models, samples or using parts provided by the contracting partner, the contracting partner is responsible for ensuring that the intellectual property rights of third parties are not infringed. The contracting partner must indemnify us against claims from third parties and compensate us for any damage that may have occurred. If a third party prohibits us from manufacturing, delivering or providing services based on an intellectual property right belonging to them, we are entitled - even without examining the legal situation - to stop the work and demand reimbursement of our expenses.

(2) Furthermore, we are only liable for ensuring that the products we supply do not infringe the intellectual property rights or know-how of third parties in accordance with the contractual agreement made in each individual case. If no such agreement has been made, we are liable in accordance with Section 8.

(3) Drawings, CAD and other data and samples provided to us which did not lead to an order will be returned upon request against reimbursement of costs. In addition, we are entitled to destroy such drawings, CAD and other data and samples three months after the offer has been submitted.

(4) Copyright and other industrial property rights to models, forms and devices, drafts, CAD data, drawings and other data designed by us or by third parties for us remain with us and do not pass to the contractual partner upon delivery, unless otherwise agreed with the contractual partner.

11. Tools

(1) Unless otherwise agreed, tools, equipment, molds, auxiliary tools, etc. that are required or manufactured to carry out the order remain our property and in our possession. To the extent that such tools or equipment can only be used specifically for the relevant products manufactured for the contractual partner, they may only be used within this framework.

(2) If this is expressly agreed, tools become the property of the contractual partner. The following provisions then apply in addition to the other provisions of these General Terms and Conditions:

(a) Ownership of the tools shall pass to the contractual partner upon payment of all liabilities arising from the respective order. The tools shall be returned to the contractual partner after full payment of all liabilities arising from the order and after completion of the order.

(b) At the request of the contractual partner, the tool must be accepted by the contractual partner at our premises. In this case, an acceptance protocol will be drawn up. Acceptance is governed by the statutory provisions.

(3) If the tool is manufactured according to a design or a 3D data set of the contractual partner, we are only liable for the conformity of the delivery item with the design or the 3D data set. In this case, the contractual partner is solely responsible for the correctness of the design and the 3D data set. The same applies to all documents that the contractual partner has made available.

(4) The contractual partner is solely responsible for compliance with accident prevention regulations after issue. Our tools and devices are installed in machines whose construction must comply with accident prevention regulations. In all other respects, the provisions of these General Terms and Conditions apply accordingly.

12. General Terms and Conditions - Aviation requirements according to EN 9100:2018

Our company is to be certified according to the international standards EN 9100 and ISO 9001. We are obliged to comply with the resulting regulations and standards when fulfilling and processing orders. We also generally demand this from our suppliers and their subcontractors in accordance with EN 9100:2018.

The specifications and sources of supply specified by us in the order or otherwise required must be guaranteed by the supplier and compliance with them must be proven by appropriate certificates and evidence.

The supplier is obliged to keep quality-relevant documents and records for a period of 10 years.

The supplier undertakes to obtain written approval in the event of changes or deviations from product or process definitions, changes to its suppliers and changes to the location of the production facilities.

The supplier undertakes to inform us of any non-compliant products. Disposal of non-compliant parts may not take place without our written consent.

Our employees and representatives of authorities, customers or their agents have access to all business premises in which work is carried out for us at any time during normal business hours, regardless of whether these are the premises of the supplier or its subcontractors. They can inspect all order-related documents. The supplier is obliged to oblige any subcontractors accordingly in the contracts concluded with them.

The supplier undertakes to take appropriate measures to prevent the use of plagiarism, including the establishment of process structures (in particular product testing, employee training and supplier selection).

The supplier's employees must be informed that our products can be supplied to the aviation industry. Our company therefore attaches great importance to ensuring that the supplier's employees are highly aware of the need for adequate product safety and the consequences of non-compliant work. We expect our suppliers to adhere to legal requirements and the rules of a good businessman with regard to ethics and compliance.

13. Choice of law and place of jurisdiction

(1) These General Terms and Conditions and the contractual relationship between us and the contractual partner are governed by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is excluded.

(2) If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Aachen. The same applies if the contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the general place of jurisdiction of the contractual partner. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.

(3) Should one or more provisions be or become invalid or void, or contain a gap, the validity of the General Terms and Conditions shall otherwise remain unaffected. The parties undertake to agree on a valid provision in place of the invalid or void provision that comes closest to what was intended in accordance with the meaning of the invalid or void provisions.

Terms of purchase:

§1 General

1. Our purchasing conditions apply exclusively. We do not recognize any conditions of the supplier that conflict with or deviate from our purchasing conditions unless they are expressly accepted by us in writing. Our purchasing conditions also apply if we accept the supplier's delivery without reservation despite knowing that the supplier's conditions conflict with or deviate from our purchasing conditions.

2. Our purchasing conditions apply to all future business with the supplier, even if they are not expressly referred to again in individual cases. They apply to services and deliveries of any kind that we purchase from the contractual partner.

3. Changes to our purchasing conditions will be communicated to the contracting partner in writing. They are deemed to be approved if the contracting partner does not object in writing within one month of receiving the notification. This consequence will be specifically pointed out in the notification.

§2 Orders

1. Only our written orders are valid. Verbal agreements that are not confirmed in writing are void. For the written form, the text form corresponding to Section 126 b of the German Civil Code (e.g. fax or email) is sufficient.

2. The supplier can accept our order within 3 working days. If the order is accepted later, the contract is concluded if we do not object within a period of 3 working days after receipt.

3. The supplier is obliged to indicate our order number and project number on all documents, in particular on order acceptances, invoices, shipping documents, delivery notes, test reports, evidence and certificates. The supplier is responsible for all consequences arising from non-compliance with this obligation (delay, incorrect or returned goods, etc.).

4. We reserve ownership and copyright to illustrations, drawings, calculations and other documents. They are to be used exclusively for production based on our order. After the order has been processed, they must be returned to us without being asked to do so.

§3 Prices and Payments

1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes the costs for shipping as set out in Section 4, Paragraph 6.

2. The terms of payment are agreed individually. If no individual agreement is made, we will pay the purchase price within 14 days from delivery and receipt of invoice, with a 3% discount, or within 60 days from delivery and receipt of invoice net.

3. International orders are generally processed on a Euro basis unless we agree otherwise.

4. We shall only be in default, even if payment dates have been determined on a calendar basis, if we receive a written reminder after the due date.

5. We are entitled to set-off and retention rights to the extent permitted by law. In the event of a defective delivery, we also have the right to refuse payment of three times the costs required to remedy the defect.

6. If the supplier's goods are part of a customer order that is subject to price inspection by public authorities, the supplier guarantees that the prices and fees used in the price determination based on cost price comply with the public authorities' pricing regulations. The supplier agrees to an inspection by public authorities.

7. The supplier may only assign its claims or have them collected by third parties with our written consent. We may refuse consent if there is a justified interest. The provisions of Section 354a of the German Commercial Code (HGB) remain unaffected.

8. Payment does not constitute acceptance of conditions and prices. The time of payment has no influence on the supplier's remedy of defects or on the right of complaint.

§4 Deliveries

1. The delivery date specified in the order is binding. If the supplier is obliged to provide certificates of origin or technical quality, these must also be delivered with the goods on the agreed date. The provision of such certificates is an essential part of the supplier's obligation to fulfill the contract. The receipt of the delivery at the agreed delivery address is decisive for compliance with the delivery date.

2. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery date cannot be met.

3. In the event of a delay in delivery, we are entitled to demand a contractual penalty of 2% of the value of the delayed service for each completed week of delay, but a maximum of 10% of the order value. We reserve the right to claim higher damages for delay. The contractual partner is permitted to prove that no or only less damage has occurred. The flat-rate compensation is to be offset against any higher specific damage.

4. We expressly reserve the right to assert further damages caused by delay, against which the contractual penalty will be offset. In this context, we would like to point out that, as a pre-series and series supplier, we are particularly dependent on punctual deliveries. Even the absence of a minor part or a necessary certificate can cause significant delays in production and delivery and thus lead to damages that far exceed the order value.

5. If the delivery is made before the agreed date, we are not obliged to accept it. In the event of early acceptance, the agreed delivery date remains decisive for the due date of the supplier's payment claim.

6. Unless otherwise agreed in writing, delivery must be made DDP Incoterms 2010, free domicile, insured and including packaging. The place of performance for the service is the receiving point specified by us, if no other location is specified, our place of business or, in the case of an order from a branch, the location of the respective branch.

7. If we have assumed the transport risk under an individual contract, we do not wish to be covered by transport insurance and declare ourselves to be a prohibited or waivered customer. We will disregard any insurance premiums charged by the supplier or freight forwarder.

8. We are entitled to return the packaging material to the supplier at his expense and risk.

9. If the contracting partner is entitled to demand advance payments according to the content of the contract, we and the contracting partner already agree that we acquire ownership of the object of the service subject to the condition precedent of payment of the advance payment. If the contracting partner is still in possession of the item, he will keep it for us free of charge from now on. Any claims for return against third parties with regard to the object of the service are hereby assigned to us. The contracting partner's commercial retention rights remain unaffected by our acquisition of ownership. The contracting partner will prove to us on request that there are no third-party rights to the items to be transferred by us according to the above, in particular no supplier retention of title, transfer of ownership by way of security and in favor of banks, landlord liens or similar.

§5 Refusal of acceptance, delay in acceptance

1. We are entitled to refuse acceptance of the goods in the event of force majeure, operational disruptions, strikes or lockouts, other unrest or official orders, provided that we are not responsible for these impediments.

2. If the impediments in the sense of the above paragraph persist for a period of more than one month, we are entitled to withdraw from the contract and demand the refund of payments already made. If partial deliveries have already been made or if we have an interest in retaining the partial deliveries already made, the consequences of withdrawal are limited to the partial services not yet provided.

§6 Quality of the delivery

1. The supplier is liable for its deliveries without limitation under the warranty to the extent permitted by law. The warranty includes in particular first-class design and professional execution of all parts in accordance with the recognized state of the art technology, taking into account the quality requirements agreed in the order and all relevant legal provisions, in particular the Machinery Protection Act, the Product Liability Act, the accident prevention regulations, ordinances, DIN regulations, guidelines and EC directives or the national laws derived from them (in particular the Product Safety Act).

2. All goods must comply with the latest safety regulations and must be approved by the relevant testing authorities upon delivery and approved for use for the intended purpose.

3. The limitation period for claims for defects is 5 years from the transfer of risk; longer statutory periods remain unaffected. The limitation period is suspended from the time we notify you of the defect and only begins to run again after we expressly reject the warranty or after the defect has been remedied; in the case of defective parts of an entire product, the suspension is limited to the defective individual part. In the case of a replacement delivery, the warranty period begins again from the time the replacement product is delivered.

4. The supplier must implement a quality management system that is suitable in terms of type and scope, at least in accordance with the DIN EN ISO 9001 standard, and ensure that the goods comply with our technical order conditions. The supplier undertakes to keep records of the tests carried out, stating when, in what manner and by whom the goods were tested and what the results of the quality tests were. All test, measurement and control results must be archived for 10 years.

5. We are entitled at any time to inspect all documents relating to test, measurement and inspection results and to have copies made of them. If authorities or customers require us to inspect our production processes and our test documents in order to verify certain requirements, the supplier agrees to grant us or the authorities or our customers the same rights in his company and to provide the support required in this regard.

6. The supplier undertakes to automatically send us initial sample test reports for drawing-based parts in the following cases: Before the first series delivery; before the first series delivery after a product change; before the first series delivery from a new production facility, before the first series delivery after the use of new machines; in the case of changed processes; in the case of a new start after a complaint or after a 3-year production break.

7. Where necessary, depending on the transport route chosen by us, the delivery must also contain evidence for the dangerous goods officer on how the goods are to be classified, packaged, labelled and declared.

8. If agreed, the delivery must also contain certificates of origin or technical quality of the goods

9. The supplier must impose the same obligations on its sub-suppliers.

§7 Acceptance and claims for defects

1. If a contractual or official acceptance is required, the supplier shall bear the acceptance costs incurred as a result. The supplier must specify the acceptance date in good time.

2. We are obliged to inspect deliveries upon receipt for externally visible damage and defects, in particular transport damage. If defects are discovered during this process or at a later date, we are obliged to notify the supplier of the defect in writing within 10 working days of completion. We have no further obligations to inspect incoming goods.

§8 Product liability, insurance obligation, obligation to take back goods

1. If we are held liable for product liability due to a defect in an item supplied by the supplier, the supplier must indemnify us from liability resulting from the defect on first request and compensate us for all resulting costs and damages. Costs for measures that appear necessary to avert the risk of subsequent liability are borne by the supplier. This applies accordingly if the supplier's performance consists of a development or other service.

2. In this context, the supplier is obliged to reimburse any expenses in accordance with § 683, 670 BGB that arise from or in connection with a recall campaign carried out by us, unless the claim arises from § 830, 840 BGB in conjunction with § 426, 254 BGB. We will inform the supplier about the content and extent of the recall measures to be carried out, as far as possible and reasonable, and give him the opportunity to comment.

3. We have the right to conclude settlements with third parties who have suffered damages; the supplier’s obligation to pay compensation remains unaffected as long as the settlements are economically necessary and reasonable.

4. The supplier undertakes to maintain product liability insurance with a flat-rate coverage of €5 million per person/property damage. We would like to point out that the parts supplied can also be integrated into energy systems and end-user products and therefore recommend taking out adequate liability insurance for this area. The claims against the insurance companies have been assigned to us as security.

5. We are entitled to return the goods or components of the goods to the supplier at his expense and risk if they are used to create a product that we must take back from our customer due to environmental regulations.

§9 Intellectual Property Rights

1. The supplier guarantees that no third-party intellectual property rights will be infringed in connection with its delivery.

2. If a third party makes a claim against us for this reason, the supplier is obliged to indemnify us against such claims upon first request. The supplier's obligation to indemnify relates to all expenses that we necessarily incur as a result of or in connection with the claim by a third party.

3. With regard to the conclusion of settlements with third-party injured parties, Section 8 paragraph 3 shall apply accordingly.

4. Upon request, the Supplier will inform us of the use of published and unpublished proprietary or licensed intellectual property rights and intellectual property rights applications on the items supplied.

§10 Tools

If we have provided the contractual partner with tools or similar devices for the manufacture of the goods/provision of services, these remain our property. The contractual partner undertakes to handle and store the items carefully and will insure them against breakage, fire, water and theft at their new value. Claims against the insurance company for these items are hereby assigned to us. The contractual partner may not make such tools available to third parties without our express consent. The contractual partner is prohibited from manufacturing for third parties using these tools. For each case of violation of these obligations, the contractual partner agrees to pay a contractual penalty of €10,000. The contractual penalty is not forfeited if the contractual partner is not at fault. Further compensation and/or injunction claims on our part remain unaffected. The contractual penalty will be offset against any further compensation claims.

§11 Retention of title and provisions

1. Any extended or prolonged retention of title by the supplier is excluded.

2. If we provide parts to suppliers, we retain ownership of these. Processing or transformation by the supplier is carried out on our behalf. If our goods are processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of our item to the other processed items at the time of processing.

3. If the item provided by us is inseparably mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the reserved item to the other mixed items at the time of mixing. If mixing occurs in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier transfers proportionate joint ownership to us.

4. The supplier is obliged to provide us with a list of the supplies and tools belonging to us on 31 December of the previous year at the latest by the end of the first week of January of each year.

§12 Liability

1. Our liability for any legal reason is limited to intent and gross negligence. This limitation of liability does not apply in the event of injury to life, body or health and in cases of mandatory statutory liability, e.g. product liability. In the event of slightly negligent breach of essential contractual obligations, our liability is limited to compensation for foreseeable damage, unless there is damage as per sentence 1. Essential contractual obligations within the meaning of these provisions are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner can regularly rely.

2. In the event of a slightly negligent breach of essential contractual obligations, our liability for damages is limited to the compensation for typical, foreseeable damage. The supplier is obliged to inform us in writing of special risks, atypical damage possibilities or unusual amounts of damage before the contract is concluded. Liability for any further consequential damage, lack of economic success, indirect damage and for damage resulting from third-party claims is excluded.

§13 Confidentiality

The supplier is obliged to keep all images, drawings, calculations and other documents and information received strictly confidential. The confidentiality obligation also applies after the execution of this contract; it expires if and to the extent that the supplier can provide evidence in advance that the manufacturing knowledge contained in the documents provided has already become generally known. Images, drawings, calculations and other documents and information received may be disclosed to third parties insofar as this is necessary for external processing. In this case, however, the supplier must first inform us of the name and address of the third party. The third party must also be obliged to maintain strict confidentiality. If the third party violates the confidentiality obligation, the supplier must assign to us all claims resulting from this.

§14 Prohibition of Assignment

Claims of the contractual partner arising from the business relationship with us may not be assigned to third parties or encumbered with third-party rights without our consent. If the contractual partner's claim arises from a mutual commercial transaction, Section 354a of the German Commercial Code (HGB) applies. Assignments based on extended retention of title agreed between the contractual partner and its suppliers and customary in the trade are effective. The supplier must inform us of such assignments.

§15 Retention rights, right of set-off

1. The contractual partner is entitled to the defence of non-fulfillment of the contract without restriction if the legal requirements are met. In addition, the following applies to retention rights: The contractual partner is only entitled to a retention right with regard to undisputed, legally established or ready for decision claims. Retention rights can only be asserted to the extent and in the amount that corresponds to the value of the counterclaim. We are entitled to avert retention rights by providing security, which can also be provided by a bank guarantee. The security is deemed to have been provided at the latest when the contractual partner defaults on acceptance of the security. 2. The contractual partner can only offset our claim with undisputed, legally established or ready for decision claims.

§16 Data Protection

In accordance with Section 33 of the Federal Data Protection Act, the supplier is informed that his data is stored by us. The data is processed in compliance with the Federal Data Protection Act.

§17 Place of Jurisdiction and Applicable Law

1. If the supplier is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction; however, we are also entitled to sue the supplier at the court having jurisdiction over his place of business.

2. All legal relationships with the supplier shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).