General terms and conditions of purchase

1. Scope

1.1 Any delivery of goods and services to usshall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made.
1.2 As far as the Supplier’s general terms and conditions are inconsistent with ours, their application shall be subject to our explicit written approval.

2. Orders

2.1 The goods and services shall be supplied according to each order in accordance with the price, specifications, drawings and other documents agreed.
2.2 The supplier must confirm the orders and the delivery dates. Only due to changes in demand, order level may change and an amended delivery schedule will be issued and must be confirmed by the Supplier, otherwise the latest issued document will be binding.

3. Prices

Provided that order quantities remain in the same range, prices shall not be increased for the first 12 month after acceptance. They shall include all expenses in connection with the goods and services provided by the supplier.

4. Time-limits, consequences of delay

4.1 Agreed time-limits for deliveries of goods and services shall be binding. If delays are expected or occur the Supplier shall immediately notify us in writing.
4.2 If the supplier fails to deliver or perform within an additional period of grace agreed byboth parties,we shall be entitled to refuse acceptance or cancel the order/call-off. In such an event, the Supplier shall waive the right to any compensation claims.

5. Execution of deliveries

5.1 Delivery call orders shall be binding with regard to the nature and quantity of the goods ordered and the delivery time. Part-deliveries shall require our consent.
5.2 The Supplier shall ensure that the goods and services are free of any defects and that the agreed specifications and the generally accepted technological standards have been complied with.
5.3 All deliveries must be accompanied by the invoice and two copies of a delivery note stating our order/call-off number as well as details of the nature and quantity of the contents.
5.4 If reusable packaging is used, it shall be provided on loan. Return of the reusable packaging shall be carried out on the Supplier’s account and risk. If as an exception we take over packaging costs, these costs shall be calculated on basis of verifiable net costs.
5.5 When the Supplier is delivering goods or providing services on our premises, itshall comply with the directions for non-employees concerning security, environmental and fire protection currently in force, as well as protect our Intellectual Property.

6. Invoices and payments

6.1 It is mandatory that invoice is accompanied with each delivery or sent by email at shipment.
6.2 The Supplier’s entitlement to payment shall be due 60 days unless otherwise agreed in writing, and after the receipt and acceptance of the goods and the invoice. Payment shall be deemed to have taken place on the day our bank has received the transfer order.
6.3 Payments shall not be deemed as acknowledgement that the good or service is in accordance with the order. In the event that a good or service is defective or incomplete, we shall be entitled, without prejudice to our other rights, to withhold a reasonable amount of payments with regards to debts based on the business relationship until the Supplier have performed in accordance with itscontractual obligations.
6.4 The cession of any claims against us to third parties shall require our consent,otherwiseshall be excluded.

7. Quality

7.1 The Suppliershall be committed to continuous application or plan for implementing, in the near future, a certified quality management system, e.g. ISO 9001,ISO 13485or similar, and providethe goods and services in accordance with that quality management system (QMS).
7.2 Once a good or service have been approved for purchase by us no alterations in any aspect, may be done without our written approval.
7.3 Any variations from the approved good or service may lead to a claim of defect.Notice of defects and liabilities are further described the next three clauses.

8. Notice of defects

8.1 Examination of incoming goods will take place according to our Input Quality Assurance processes. If later on, hidden defects are identified, thesewill be notified as soon as they are detected according to the circumstances of the orderly course of business. You waive the objection of delayed notification for all defects notified to you within 14 days after detection.
8.2 Ifwereturndefective goodstothe Supplier,weshallbeentitledto debitbacktoittheinvoiceamountand full transportation costs paid. Additionally, if defective goods exeed 10% of the delivery, we reserve the right to add a pluslump sum forexpensesof5%ofthe priceofthe defectivegoods.Yourrightto prooflowerornoexpensesshallbereserved.

9. Liability for defects

9.1 Defective deliveries must be replaced, at the Supplier own expenses,including all transportation costs, without delay,by deliveries that are free from defect; faulty services must be repeated faultlessly.
9.2 If the Supplierfails to remedy the defect within an additional reasonable period of grace agreed,we shall be entitled at our own discretion to cancel the order, or reduce remuneration. In those cases, compensation claims shall be excluded.

10. Repeated default

If,afterreceiptofawarningletter,the Supplier isagainlate in supplyingessentially identicalorsimilargoodsorservices, orsuchgoodsorservicesareagaindefective,weshall immediatelybeentitledto cancel the order.Inthiscase weshallbeentitledto cancel with immediate effect any orders which at this point in time have not yet been delivered, without considering any compensation to you for these reasons.

11. Subcontracts

The Supplier shall not subcontract with any other party without our prior written permission for the whole or any substantial component of the goods or service ordered hereunder valued at fifty per cent (50%) or more of the total order value.

12. Provided material

12.1 Materials that we provide shall remain our property. The Supplier shall store them free of charge with due care and diligence. It shall keep them separate from itsproperty and mark them as our property. They may only be used to implement our order.
12.2 In the event that the Supplierprocesses or transforms the materials provided, this shall be done for us.We shall become the direct owner of the resulting new products. If the materials provided only constitute a part of the new objects we shall be entitled to ownership of the new objects on a pro rata basis according to the value of the materials provided and contained therein.

13. Confidentiality

13.1 The Supplier shall ensure that all information that is not public is kept confidential, in particular, but not limited to, drawings, templates, models, tools, documents, software and information on other data carriers, which we have made available to the Supplier pursuant to or in connection with our business relationship.It shall not pass these on to third parties or duplicate them unlessis absolutely necessary for fulfilling itscontractual obligations and always ensuring thatany third party having access to our confidential information will comply with these terms and conditions.
13.2 We shall retain the right of ownership and all copyrights in the information and objects which aredisclose to the Supplier pursuant to or in connection withour business relationship.

14. Industrial property rights

The Supplier represents and warrants that itsdeliveries do not infringe any industrial property rights and copyrights of third parties. It shall indemnify us and our customers from all claims arising from the use of such industrial property rights or copyrights.

15. Force majeure

Industrial disputes, with the exception of strikes limited to the Supplier, civil disturbances, measures implemented by administrative authorities and other unforeseeable, unavoidable and severe events shall release both parties from the contractual obligations for the duration of the disturbance and to the extent that it affects the performance of the obligations. Both agree to immediately exchange the necessary information and to adapt their obligations to the altered circumstances in good faith.

16. Miscellaneous

16.1 Should any of the clauses of these General Terms and Conditions be wholly or partially invalid, the validity of the remaining clauses or parts thereof shall not be affected.
16.2 In case it is determined that any person offers or gives any undue advantage to any of the our representatives on behalf of or forthe account of the Supplier to obtain any business from us, or to conclude any open business under more favourable terms and conditions, then we reserve the right to cancell any business relationship. In such cases, the Supplier shall waive the right to any compensation claims.