Purchasing Conditions

Standard Terms and Conditions of Purchase

(Translation of an originally German document)

valid from Jan. 1, 2023

1. General Information
Our Standard Terms and Conditions of Purchase shall apply to any and all purchase orders. Anydeviating general terms and conditions employed by the contractor shall only apply if we agreeexplicitly and in written form. They will also have no effect even if we fail to contradict them inindividual cases. Acceptance of deliveries, services or payment of such shall not be equivalent toagreement with the general terms and conditions employed by the contractor.

2. Offers, Purchase Orders, Written Form

2.1 The submission of offers or the preparation of cost estimates shall be free of charge. We shallnot be responsible for any cost nor shall we pay any remuneration for visits, planning and any other advance performance in connection with the submission of offers to the extent that they do not form the subject of a separate agreement in individual cases.

2.2 Purchase orders, changes, or amendments of such as well as any other agreements made with the conclusion of a contract shall be binding in the event that we state or confirm them in written form.

3. Prices and Discounts
Unless agreed otherwise all of the prices indicated shall be carriage and insurance paid to theplace of performance. They shall cover any and all services and deliveries owed by the contractorfor performance of the respective obligations up to and at the agreed place of acceptance.

4. Forwarding Instructions, Origin of Goods

4.1 The recipient shall be provided with a precise dispatch note/delivery note for each delivery onthe date of dispatch. The contractor shall be responsible for the consequences of incorrectly issued consignment notes. Our purchase order number and the consignee shall be indicated on any forwarding documents. Transport insurance shall be taken out by the contractor at the contractor’s own expense unless otherwise agreed upon. In the event that delivery involves dangerous goods which may be subject to special national and international forwarding instructions, then such goods shall be correspondingly packaged, marked and dispatched.

4.2 The contractor shall provide us with the corresponding preference documents, e.g., certificate of origin or movement certificate, if the delivery has to comply with rules of origin under EU preferential agreements.

4.3 The contractor shall take back any transport packaging at the place of acceptance free of charge.

5. Ownership, Industrial Property Rights, Copyright

5.1 Any drawings, samples, formulas or other documents and tools which we make available tothe contractor for execution of purchase orders shall remain our property. They may be only used in accordance with their intended purpose and shall be returned to us upon request at any time.

5.2 The contractor shall observe strict secrecy with regard to any documents made available to him, information about provisions of material and any other know-how to which he has gained access through his business relationship with us and not transfer or make them accessible to third parties without our explicit written approval. The contractor shall also observe strict secrecy with regard to any knowledge and results gained through his assignment; however, this provision shall not apply insofar as these have become accessible to the public without the active involvement of the contractor. In particular the contractor shall be obliged to respect our copyrights and other industrial property rights. Their use shall only be permitted for the contractually agreed purposes. Products manufactured from documents, drawings or models prepared by us, by means of other materials provided by us or in accordance with our in-structions shall neither be exploited by the contractor, nor shall the contractor allow such products to be exploited by others. The contractor may neither offer nor deliver them to third parties.
 

6. Deadlines, Dates

6.1 Compliance with agreed dates and deadlines shall be determined by receipt of faultlessdelivery and/or service(s) at the place of acceptance and/or successful acceptance insofar as such is agreed upon or provided for by law.

6.2 The contractor shall be obliged to immediately notify us as soon as it becomes clear that the agreed dates and/or deadlines cannot be met on time either in part or as a whole, while indicating both the reasons and the prospective duration of the delay. Such notifications provided by the contractor shall not affect the legal rights and claims to which we are entitled in the event of default.

7. Contractual Penalty for Default
If a contractual penalty has been agreed and becomes due in the event of default, then we shall beentitled to assert such until payment of the invoice for the delayed deliveries or services withouthaving to reserve this right upon acceptance.

8. Partial, Excess or Short Deliveries

8.1 Partial deliveries and/or partial performance shall require our prior written approval. Even if weaccept such without prior approval, this shall neither constitute accelerated maturity of payment obligations nor agreement with regard to on the assumption of additional transport cost.

8.2 We reserve the right to honor excess or short deliveries in individual cases. If excess deliveries are made without our prior approval, then we shall be entitled to refuse acceptance of such deliveries, to store them at the contractor’s expense or to return them to the contractor.

9. Bearing the Risk, Acceptance and/or Acceptance Inspection, Force Majeure

9.1 The contractor shall bear the risk of accidental loss and deterioration up to the arrival ofdeliveries at the place of acceptance. If acceptance inspection is either agreed or prescribed by law, then the contractor shall bear the risk until successful acceptance.

9.2 Instances of force majeure (in particular industrial action) as well as other unforeseeable or uncontrollable external circumstances shall entitle us to accordingly postpone acceptance of deliveries and/or services and/or performance of acceptance inspections.

9.3 In all other respects we shall be obliged to only accept deliveries if the latter exhibit the agreed characteristics.

10. Invoice, Payment

10.1 Invoices shall be separately submitted after complete delivery free of defects, completion ofservice(s) or in the case of performance-related service(s) after their acceptance for each purchase order while indicating the respective purchase order data. Invoices should preferably be sent electronically to inv.intfohhn.com in pdf-form. Invoices without the respective purchase order number may be returned by us to the contractor without processing.

10.2 In the absence of any other written agreement payment shall be made within 14 days follow-ing proper invoicing with a 2 % discount or net within 28 days. The payment period shall commence upon receipt of the invoice, however not before complete fulfillment of the contract and/or acceptance without defect. Payment shall be regarded as on time if we instruct the bank to make payment on the last day of the period for payment.

11. Notice of Defects, Quality of Deliveries and Services, Rights in the Case of Defects

11.1 In the event of a commercial duty to inspect and/or to make a complaint with regard to defectsupon receipt of the goods, our obligation shall be limited to examination of the goods for quantity and identity, apparent transport or packaging damage as well as random sampling of the goods for their essential characteristics. In the case of obvious defects, we shall report them to the contractor without delay, at the latest, however, within 10 days after delivery, and other defects immediately after their discovery. The values determined by us during inspection of incoming goods shall be determining in cases of doubt with regard to the number of items, weights and dimensions.

11.2 The contractor shall be obliged to provide deliveries and services without fault. Such deliveries and services shall exhibit the agreed characteristics as well as the warranted values and properties while satisfying the intended purpose. The contractor shall also be responsible for ensuring that such deliveries and services correspond to the respectively current state of the art and the generally recognized codes of practice and that qualified personnel be deployed in the case of services. Any deliveries shall be provided with stipulated safety equipment. The contractor shall comply with safety regulations. The relevant regulations regarding environ-mental protection, hazardous substances and dangerous goods as well as the relevant accident prevention regulations and the occupational health and safety regulations shall be observed. The provisions of the German Equipment and Product Safety Act must be taken into consideration. The contractor shall observe any special safety and hygiene regulations valid at the place of performance and made known to them.

11.3 Release of submitted drawings, samples and other documents (e.g., papers, programming, etc.) on our part shall not affect the contractor’s responsibility with regard to proper per-formance of contract.

11.4 In the case of defective deliveries and/or service(s) and in the case of a warranty claim we shall be entitled to assert the legal rights associated with claims based on defective deliveries and/or service(s). If we are entitled to warranty claims that go beyond the legal rights associated with claims based on such defects, then such claims shall remain unaffected. A period of thirty-six (36) months which commences upon delivery and/or service and/or acceptance, if such is either agreed or prescribed by law, shall apply to any and all claims based on defects that are subject to the statute of limitations. Longer statutory periods of limitation for the limitation of claims based on defects and the term of the statutory period of limitation for warranties shall remain unaffected.

11.5 If a defect shows up within the period of limitation, then we shall have the option of demanding subsequent performance by means of reworking, subsequent delivery and/or remanufacture within an appropriate period. The contractor shall be responsible for the organization of the return as well as for all expenditures incurred in connection with determination and elimination of the defect – including to the extent that such is incurred by us – in particular, investigation, removal and reinstallation cost, the cost of labor and materials as well as transport and other cost when it comes to the replacement of defective parts. The same shall apply to the extent that such expenditures are increased by the fact that the delivery item has been brought to a location other than the place of performance. If the contractor wants us to arrange the return shipment within Germany the following fees including shipping cost will apply: € 150 per pallet, € 50 per package. For international returns the fee is by arrangement. The money will be refunded by credit note. In urgent cases, if the contractor is unavailable or where there is the danger of a disproportionately high amount of damage, we shall have the right to eliminate defects ourselves or to have such defects eliminated by third parties at the expense and risk of the contractor. We shall immediately inform the contractor of any such measure.

11.6 If subsequent performance is not affected by the contractor within the specified appropriate additional respite, has failed or if setting of the deadline proves to be dispensable, then we shall be entitled - in accordance with legal provisions - to withdraw from the contract and demand payment of damages instead of performance, replacement of futile expenditures or abatement.

12. Industrial Property Rights of Third Parties
The contractor shall warrant that we will not violate the copyrights, patents or other industrialproperty rights of third parties through the contracted use and/or sale of the contractor’s deliveriesor service(s). The contractor shall indemnify us against any and all claims asserted against us dueto violation of an industrial property right and be responsible for the cost of safeguarding our rightsif such claims are based on culpable violation of duty by the contractor. We shall inform thecontractor immediately in the event of any such claim.
 

13. Product Liability, Insurance

13.1 The contractor shall indemnify us against any and all claims arising out of product liability ifsuch claims are due to a defect in the delivery and/or service(s) provided by the contractor. Under the same conditions the contractor shall also be liable for any damage incurred by us in such cases through the type and scope of required and appropriate precautionary measures, e.g., public warnings or recalls. Our right to assert our own damage claim(s) against thecontractor shall remain unaffected.

13.2 The contractor shall be obliged to take out appropriate insurance against corresponding risks and provide evidence of such to us by submitting the corresponding insurance policy on request.

14. Data Protection
We shall be entitled to process and store any and all data required within the scope of performanceof the contractual relationship with the contractor, even to the extent that personal data is involved.

15. References/Advertisement
The contractor shall not be authorized to use information with regard to an intended or existingcontractual relationship for reference or marketing purposes without our written approval. Photo-graphs taken on our properties or business premises as well as the use and/or publication of anykind shall be prohibited without our written approval.

16. Passing on Orders, Assignment, Setoff

16.1 The contractor may permit the execution of purchase orders or essential parts thereof to becarried out by third parties only after obtaining our prior written approval.

16.2 The contractor shall be entitled to assign any claims against us or to have such collected by third parties only with our prior written approval unless they involve claims that are the subject of a declaratory judgment or are undisputed.

16.3 We contradict retention of title provisions on the part of the contractor insofar as they go beyond simple retention of title. They shall require prior written agreement on an individual basis. Should subcontractors nevertheless assert property rights, co-ownership rights or rights of lien and/or have execution measures carried out against us then we in turn shall assert claims against the contractor for any and all damage incurred as a result.

17. Code of Conduct
We adhere to internationally recognized environmental, labor, and social standards. We expect our contractors to recognize and comply with this Code of Conduct as well.

18. Place of Performance, Applicable Law, Place of Jurisdiction

18.1 The place of performance for any and all obligations on the part of the contractor shall be theplace of acceptance; however, the place of performance for payments shall always be Nürtingen, Germany.

18.2 These Standard Terms and Conditions of Purchase shall be governed by German law. Application of the regulations of the United Nations (Vienna) Convention on Contracts for the International Sale of Goods (CISG) from April 11, 1980 shall be excluded.

18.3 The place of jurisdiction shall be Nürtingen, Germany. At our option we may also bring action against the contractor at the contractor’s general place of jurisdiction.

19. Final Clause
If one of these provisions - for whatever reason - is not applicable, this shall not affect the validity ofthe remaining provisions.