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General Terms and Conditions

Terms and Conditions of Purchase

Our Terms and Conditions of Purchase apply exclusively to our orders. We expressly reject to any general terms and conditions that are contrary to or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase also apply to all future transactions with the supplier. Any other conditions require our express written consent.

Order and correspondence

Only our orders and purchase orders issued in writing shall be valid. Order and purchase may also be issued by telecommunication or by fax. Verbal agreements before, at or after conclusion of the contract, in particular subsequent changes to the order or the purchase order, shall always require our written confirmation to be effective. Such confirmation may also be made by fax or telecommunication.

Delivery time

The performance or delivery period specified in our order or the purchase order is binding. Receipt of performance or delivery by us shall be the relevant time when determining whether the performance or delivery deadline has been met. The contractor or supplier shall be responsible for all delays. Accordingly, it must inform us in advance at any time of all circumstances known to it that could make it impossible to meet the deadlines, so that we are able to make other arrangements in good time. This does not change its liability, including for any consequential loss.

Place of performance and delivery

The place of performance and delivery for both parties shall be D-49584 Fürstenau, Germany or, at our option, D-49832 Freren, Germany, unless another place of performance or delivery is expressly stated in our purchase order.

Freight and packing

The goods shall be transported at the supplier’s risk. The supplier shall bear the freight costs, including packaging costs, up to delivery to the destination. Returned packaging shall be credited at the full invoice value.

Force majeure

Delays in performance and delivery for which the contractor or supplier is not responsible shall entitle us – without prejudice to other rights – to withdraw from the contract in whole or in part.

Claims for defects and obligation to give notice of defects

Acceptance of the services and the delivered goods shall be subject to inspection to ensure they are free from defects, in particular including to ensure that the goods are correct, complete and suitable for use. Notice of discovered defects shall be given to the contractor or supplier after receipt and precise identification of the findings. Notice of obvious defects shall be deemed to have been made in good time if received by the supplier within three weeks of receipt of the goods.

Terms of payment

Unless otherwise agreed, payment shall be made net within 60 days of receipt of the goods and invoice or, at our discretion, within 14 days with a 3% discount. The payment term applies from the date of receipt of goods and invoice, i.e. only when both the goods and the invoice have been received.

General conditions

If any of these provisions and the further agreements that are made is invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a provision that is as close as possible to the invalid provision. The contractual relations between the parties shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the provisions of German international private law. For all legal disputes arising directly or indirectly from a contractual relationship based on these Terms and Conditions of Purchase, the place of jurisdiction shall be Bersenbrück or Osnabrück as the purchaser’s registered address.

Code of Conduct for Suppliers

Terms and Conditions of Sale and Delivery

Our Terms and Conditions of Sale and Delivery apply exclusively to all deliveries by the supplier. We do not accept any deviating or conflicting general terms and conditions of the purchaser unless we have expressly agreed in writing that they are valid.

Conflicting general terms and conditions of the purchaser shall not become part of the contract, even by acceptance of the contract.

Offer, purchase order and order acceptance

The documents that make up the supplier’s offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly stated to be binding. The supplier reserves title and copyright in cost estimates, drawings and other documents; such documents must not be made accessible to third parties. The supplier must only make plans that are stated to be confidential by the purchaser available to third parties only with the purchaser’s consent.

The supplier shall be bound by the offer for 12 weeks after it has been received by the purchaser. If the purchaser does not accept the offer in writing within the 12-week period, the supplier shall no longer be bound by the offer. Any delayed acceptance by the purchaser or an amendment of the offer shall be deemed to be a new offer by the purchaser. In such cases, a contract shall only be concluded by written confirmation of the order by the supplier.

Orders placed with the supplier by the purchaser must be accepted by way of a written order confirmation from the supplier. A contract shall only be concluded after written confirmation of the order by the supplier.

Cancellation and amendment

The supplier is entitled to refuse purchase orders from the purchaser. A purchase order shall be accepted effectively by the supplier by express declaration or by commencement of performance. Once the purchase order has been accepted by the supplier, the purchaser shall not be entitled to cancel or amend the purchase order without the supplier’s written consent. Whenever a previously accepted purchase order is effectively canceled or amended by the purchaser, the purchaser shall be liable for any costs, expenses and loss of profit incurred by the supplier as a result.

Scope of delivery

The content and scope of the delivery shall be based on the supplier’s offer, if the purchaser has accepted the offer in due time. Otherwise, the written order confirmation from the supplier shall apply with regard to the scope of delivery.

Price and payment

Unless there is specific other agreement, the prices shall apply ex works including loading at the works, but excluding packaging. Value added tax at the applicable statutory rate is added to the prices.

Unless there is specific other agreement, payment for the delivery of machines, conveyor lines and other equipment must be made without any deduction. In the absence of any other agreement, payment shall be made 1/3 after receipt of the order confirmation and advance invoice, another 1/3 as soon as the purchaser is notified that the goods are ready for dispatch and the last 1/3 no later than 30 days after delivery of the goods and receipt of the total invoice.

For delivery of spare parts and for other deliveries and services, payment must be made deductions and free of transaction charges to the supplier’s account within 10 days of invoice, unless otherwise agreed.

Payments must not be withheld or offset against any counterclaims by the purchaser that are disputed by the supplier.

Delivery time

The delivery time is defined by the order confirmation or the supplier’s offer, if the offer is accepted in due time by the purchaser. The delivery period is only binding if it is expressly agreed as such in the order confirmation. Compliance with a bindingly agreed delivery period by the supplier shall require that all commercial and technical questions between the parties have been clarified and that the purchaser has fulfilled all its obligations, such as the documents to be acquired by the purchaser, original samples of the products to be packaged, official certificates and approvals, releases and the payment of an agreed advance. If this is not the case, the delivery period shall be extended accordingly.

The delivery period shall be deemed to have been complied with if the delivered goods have left the factory or notice of readiness for dispatch has been given by the time the delivery period expires.

The delivery period shall be extended appropriately in the event of action involving labor disputes, in particular strikes and lockouts, and in the event that unforeseen obstacles arise which are beyond the control of the supplier, insofar as such obstacles demonstrably have a significant impact on the completion or delivery of the delivered goods. This shall also apply if such circumstances arise at subsuppliers. The supplier shall also not be responsible for the above circumstances if they occur during an ongoing delay. In important cases, the supplier shall notify the purchaser as soon as possible of the beginning and end of such obstacles.

If the goods are not accepted, the Supplier shall be entitled, without prejudice to its other rights, to otherwise dispose of the goods after setting, and fruitless expiry of, a reasonable deadline.

Transfer of risk and receipt

The risk shall pass to the purchaser at the latest on dispatch of the items for delivery ex works, including where partial deliveries are made or the supplier has undertaken to provide other services, e.g. shipping costs or carriage and installation. At the purchaser’s request, the shipment shall be insured by the supplier against theft, breakage, transport, fire and water damage and other insurable risks at the purchaser’s expense.

If the shipment is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser from the date of notice that the shipment is ready for dispatch. At the purchaser’s, the supplier undertakes to take out insurance at the expense and for the account of the purchaser. The content and extent of the insurance shall be based on the written details provided by the purchaser.

Delivered items, even if they have minor defects, shall be accepted by the purchaser without prejudice to the rights under section VII.

Partial deliveries are permissible

Retention of title

The supplier shall retain title in the delivered goods until full payment. Title shall be retained until all claims, including future and conditional claims, arising from the business relationship between the purchaser and the supplier have been satisfied.

The purchaser is not authorized to transfer title in the goods by way of security or to pledge the goods, but is entitled to sell on the goods subject to retention of title in the ordinary course of business. The purchaser hereby already assigns to the supplier the claims arising from such sale against the purchaser’s business partners.

If the goods are worked or processed by the purchaser, the retention of title shall also extend to the whole of the new item. The purchaser shall acquire co-ownership at the fractional amount that corresponds to the ratio of the value of its goods to the goods provided by the supplier.

If the value of all collateral for the supplier persistently exceeds the existing claims by more than 10%, the supplier shall release collateral of the supplier’s choice at the purchaser’s request.

The supplier shall be entitled to assert its rights under retention of title without withdrawing from the contract.

Warranty

The purchaser must inspect the delivered items immediately after delivery in accordance with Section 377 of the German Commercial Code (HGB) and must promptly notify the supplier of any existing defects in writing. Notices of defects shall only be recognized as such by the supplier if they are issued in writing. Complaints made to field staff or carriers or to other third parties shall not constitute a complaint in due form and due time.

In the event that subsequent performance is made on the basis of a justified and on-time notice of defect, the provisions regarding the delivery period shall apply accordingly. The supplier shall be granted a reasonable period of at least 6 weeks to remedy the defect by rectification.

The existence of a defect shall give rise to the following rights for the purchaser: All defective parts that are found to be defective at the time of the transfer of risk shall be repaired or replaced (at the supplier’s discretion) free of charge. The supplier shall also have the right, in the event of failure of an attempt at subsequent performance, to carry out one further attempt at subsequent performance, similarly at its discretion. Only if the second attempt at subsequent performance fails, the purchaser shall have the right to withdraw from the contract or to reduce the purchase price. Replaced parts become the supplier’s property.

No responsibility is accepted for loss caused by the following: Unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, incorrect or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable ground or by chemical, electrochemical or electrical influences, unless they are attributable to the supplier’s fault.

After consultation with the supplier, the purchaser shall give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier deems necessary, at its reasonable discretion; otherwise, the supplier shall be released from its liability for defects.

If the defect in the delivered goods is due to a defective part which can be easily removed and inserted, the supplier shall be entitled to send the purchaser an appropriate replacement part free of charge, which the purchaser must then install at its own expense. In such cases, the purchaser shall therefore not be entitled to demand that the supplier itself must install the defective part.

Any modifications or repair work carried out improperly by the purchaser or third parties without the supplier’s prior consent shall void liability for the consequences that result therefrom.

If rectification or replacement delivery fails, the purchaser may only demand rescission of the contract or reduction of the purchase price. Any liability for damages due to a defect in performance is excluded, unless the damage or loss was caused by gross negligence or intent on the part of the supplier, its legal representative or agent.

Liability

The supplier shall only be liable for damages, irrespective of the legal grounds, if the damage or loss has been caused by the supplier, its legal representative or its agent by gross negligence or intentionally. Any liability for further damage or loss is excluded. In the event of culpable breach of essential contractual obligations, the supplier shall – except in cases of intent and gross negligence on the part of the owner or executive employees – only be liable for reasonably foreseeable damage and loss typical of the contract. The exclusion of liability shall also not apply where liability is arises under the Product Liability Act for personal injury or damage to private property from defects in the delivered goods.

Limitation

All the purchaser’s – regardless of the legal basis – shall become statute-barred 12 months after delivery. The statutory limitation periods apply to intentional and fraudulent conduct and to claims under the Product Liability Act. If shipment, installation or commissioning is delayed through no fault of the supplier, liability for defects shall expire no later than 12 months after the transfer of risk, even if the items remain with the supplier. For essential third-party products, the supplier’s liability shall be limited to the assignment of the liability claims to which it is entitled against the supplier of the third-party product.

Place of jurisdiction

For all disputes arising directly or indirectly from the contractual relationship, action shall be brought before the court with jurisdiction at the supplier’s principal place of business, i.e. the County Court of Bersenbrück or the Osnabrück Regional Court.

General provisions:

If any of these provisions and the further agreements that are made is invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a provision that is as close as possible to the invalid provision.

The contractual relationship between the parties shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods and the provisions of German international private law.

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