General conditions of purchase of Georg Martin GmbH

Martinstr. 55
D-63128 Dietzenbach
Germany

§ 1 General provisions

1. Our conditions of purchase shall apply to the purchase of goods in accordance with the contract concluded between us and the supplier.

2. Our conditions of purchase shall apply exclusively; we shall not accept any opposing conditions which the supplier may have, or any conditions the supplier may have which deviate from our general terms and conditions of trade, unless we have expressly agreed to their validity in writing. Our general terms and conditions of trade shall also apply if we, with knowledge of the supplier’s opposing provisions or provisions deviating from our terms and conditions, accept the performance without reservation.

3. With the first delivery under these conditions of purchase, the supplier shall accept their exclusive validity for all further orders as well.

§ 2 Delivery and shipping

1. Orders and amendments to orders must be made in writing.

2. Orders shall be binding insofar as they are made in writing or have been confirmed in writing. The offer may only be accepted within a time period of 14 days, if nothing else has been expressly agreed in writing.

3. According to the type of products, surplus or short shipments caused by manufacture, which vary in terms of quantity by up to ten percent of the ordered quantity, shall be permitted, with regard both to the overall quantities and to the individual quantities.

4. The delivery shall be made on the agreed dates in accordance with the order. The supplier is to report any changes to the dates without delay.

5. The supplier is to comply with our shipping provisions and those of the forwarding agent or carrier conducting the shipment. Our order and article numbers are to be given in all shipping documents, letters and invoices.

6. It is to be ensured, through the packaging, that transport damage to the goods is avoided.

7. Costs of the transportation, including packaging, insurance and all incidental costs, shall be borne by the supplier, insofar as nothing else has been expressly agreed.

§ 3 Prices and terms of payment

1. 1. Agreed prices shall be maximum prices. Price reductions in the time between order and payment of the invoice shall be to our benefit. The agreed prices shall, insofar as nothing else is expressly agreed, include delivery “free house” as well as packaging. The purchase price offered shall constitute only the net price. The statutory value-added tax is consequently not included in the prices; the amount of this tax required by law on the day of the invoicing shall be given separately in the invoice.

2. Invoices are to be drawn up immediately after shipment of the goods, giving the order number and article number. The value-added tax is to be shown separately.

3. Payments shall be made, insofar as the purchaser has verifiable invoices, in accordance with the terms of payment agreed in the orders. Payments shall also be made subject to the reservation of proper delivery and accuracy of price and invoice. If we ascertain a deficiency subject to warranty, we shall be entitled to hold back payment for the purpose of fulfilling the warranty obligation.

4. If nothing else is expressly agreed in writing, the invoice amount shall be paid with 2 % cash discount within 14 days, calculated from delivery and receipt of invoice, or net within 30 days of receipt of the invoice.

§ 4 Setoff and assignment

1. The supplier shall only be entitled to setoff with undisputed claims or claims which have been declared legally effective.

2. The assignment of claims against us shall only be effective with our written consent. If an extended reservation of proprietary rights exists, the consent shall be deemed to have been granted.

§ 5 Maintenance of secrecy

1. The contracting parties shall undertake to treat all not obviously commercial and technical details which become known to them through the business relationship as a business secret.

2. Drawings, models, templates, samples and similar objects must not be handed over to, or otherwise made accessible to, unauthorised third parties. The duplication of such objects shall only be admissible as part of operational requirements and the copyright provisions.

3. Subcontractors are to be put under a corresponding obligation.

4. The contracting parties may only use their business relationship for advertising purposes with prior written consent.

§ 6 Delivery periods, dates of delivery

1. The delivery periods and dates given in the orders shall be binding. The receipt of the goods at the place of fulfilment shall be authoritative in respect of the compliance with the delivery date or delivery period. Our delivery times are to be observed.

2. The supplier shall be obliged to notify us without delay in writing if he cannot comply with the agreed delivery date or would like to deliver earlier. Our rights due to delay in performance shall remain unaffected by this duty to inform.

3. We shall be entitled to refuse to accept goods which are not delivered on the delivery date given in the order, and to return them for the account and risk of the supplier or to store them with a third party.

4. Force majeure, industrial disputes, public disturbances, official measures and other unforeseeable, unavoidable and serious events shall, for the duration of the disturbance and to the extent of its effect, release the contracting party from the obligations to perform. This shall also apply if these events occur at a point at which the relevant contracting partner is in default. The contracting partners shall be obliged, within the bounds of reasonableness, to provide the necessary information without delay and to adapt their obligations to the altered circumstances according to good faith.

§ 7 Quality and acceptance

1. The supplier is, in respect of his deliveries, to comply with the accepted engineering standards, the safety regulations and the agreed technical data. Changes to the delivery item shall require our prior written consent.

2. We shall reserve the right to inspect the goods without delay upon receipt for obvious and visible deficiencies and to only then take delivery of them. In case of complaint, the supplier is to bear the costs of the inspection and of substitute delivery. In respect of every kind of deficiency, the time limit for lodging a complaint shall be 3 weeks from recognition of the deficiency. To this extent, the supplier shall waive the defence of late complaint.

3. The values determined at the control of incoming goods shall be binding in respect of the measurements, weights and number of items of a delivery.

4. If direct delivery to a third party has been agreed, this third party shall, upon delivery, carry out the goods inspection within the meaning of § 7 section 2. This shall replace our inspection of the incoming goods.

§ 8 Warranty

1. The supplier’s warranty obligations shall be based on the statutory regulations, insofar as nothing else is stated below. The supplier is to exempt us, upon the first demand, from all claims of third parties which are made on account of deficiencies, infringement of industrial property rights of third parties or product damage caused by his delivery, and which are raised on account of his part of the causation. The supplier shall warrant that an appropriate product liability insurance is in operation.

2. We shall be entitled to the full scope of the statutory claims for deficiencies. In particular, the supplier is, according to our choice, to effect compensation free of charge, to grant a price reduction according to the statutory regulations, or to remove the deficiency at no charge. In urgent cases, we shall – after consultation with the supplier – be entitled, at the expense of the supplier, to remove deficiencies ourselves or to have them removed by third parties, or to otherwise procure a substitute. The same shall apply if the supplier defaults on fulfilling his warranty obligation. We shall expressly reserve the right to assert the right to full compensation in damages according to the statutory provisions.

3. There shall be a 36-month limitation period for warranty claims. It shall begin with the passing of the risk.

4. The contractor shall be liable, in respect of substitute deliveries and the rectifying of deficiencies, to the same extent as for the original delivery item, i.e. also for transport costs, transport infrastructure costs and labour costs, without restriction thereof. The warranty period for substitute deliveries shall begin at the earliest on the day of the arrival of the substitute delivery.

5. The supplier shall be obliged to reimburse costs accordingly for a recall action carried out due to product-liability law.

§ 9 Liability for damage

1. The supplier shall be liable, in respect of us, for all damage which he or his vicarious agents cause, for the full amount and for every degree of fault in accordance with the statutory provisions.

2. The risk for transport damage shall be borne by the supplier.

§ 10 Industrial property rights of third parties

1. The supplier shall warrant that rights of third parties do not stand in the way of the intended use of the purchased goods, in particular that the industrial property rights of third parties are not infringed.

2. Insofar as, despite this, claims are raised against us due to a possible infringement of the rights of third parties, such as copyrights, patent rights and other industrial property rights, the supplier shall exempt us from these claims and from all related performances.

3. This shall not apply insofar as the supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or data provided by us, and does not know or need not know, that industrial rights are thereby infringed.

4. The contracting parties shall undertake to inform each other without delay of risks of infringement of which they become aware, and to give each other the opportunity to counteract corresponding claims by mutual agreement.

5. The supplier shall, in response to our enquiry, inform us of the use of his own published and unpublished industrial property rights and applications for industrial property rights and of licensed industrial property rights and applications for industrial property rights in respect of the delivery item.

§ 11 Information and data

1. Models, drawings, designs, samples, dies, templates, tools, manufacturing regulations, other manufacturing equipment and confidential information which we make available to the supplier, shall remain our property. They may only be used for other purposes, duplicated or made accessible to third parties with our prior written consent, and are to be stored with the due care and diligence of a businessman.

2. § 11 section 1 shall apply equally to tools, moulds, devices and machines which are manufactured by the supplier for the purpose of manufacturing the goods ordered by us and for which we have provided remuneration.

§ 12 Data protection
The supplier shall declare his revocable agreement that personal data which have been supplied are handled and processed, in relation to the order, in compliance with the statutory provisions.

§ 13 General provisions

1. Should a provision of these conditions, and of the agreements made, be or become ineffective, the validity of the contract shall not be otherwise affected by this. The contracting partners shall be obliged to replace the ineffective provision with a provision which is as close as possible to it in terms of economic and legal success.

2. Amendments and additions must be made in writing in order to be legally effective. The exclusion of this requirement for written form must also be made in writing.

3. Insofar as nothing else is stated in the contract, our registered office shall be the place of fulfilment and the place of payment.

4. The court competent for our registered office shall be the exclusive place of jurisdiction.

5. The law of the Federal Republic of Germany shall apply; UN purchasing law shall be excluded.