1.0 Contract conclusion, written form, secrecy, changes
1.1 The following General Conditions of Purchase shall be an essential component part of our order. We shall order on the basis of these General Conditions of Purchase. Other conditions shall not become contractual content even if we do not explicitly oppose them. If we accept the delivery/service without explicit opposition, it cannot be derived from it in any case that we had accepted your delivery conditions. These General Conditions of Purchase shall also apply for all future contractual relations with you.
1.2 Offers are to be submitted binding and free of charge. They should meet our enquiries. Nevertheless, alternatives are welcome. Deviations from our enquiries are to be marked clearly. We will not grant any remuneration for visits or the preparation of offers, projects, drafts and test deliveries.
1.3 If you do not accept our order in writing within 10 calendar days after receipt, we shall be entitled to cancellation. If you accept our order with deviations you have to clearly point out the deviations to us. A contract will only be reached if we gave our written consent to these deviations. Delivery calls become binding if you did not protest in written form within 3 calendar days after receiving the call the latest.
1.4 Only orders given in writing shall be legally binding. Orders given orally or by telephone shall require our subsequent written confirmation for their legal validity. Orders, call deliveries, as well as their changes and supplements can also be provided by means electronic or of data communications or by machine readable data carriers.
1.5 You have to treat our enquiries, the resulting offers and the signing of a contract confidentially and may refer to business relations to our company in all publications, e.g. in promotional material and reference lists, only after receiving our written consent.
1.6 The contracting parties agree to treat as a business secret any non-obvious commercial or technical details which become known to them due to the business relations. Subcontractors shall be obligated correspondingly. Staff and employees charged with execution of our order have to be sworn to appropriate secrecy by you. They have to be instructed in terms of §§ 17 and 18 Law against unfair trading practices (Germany). If one of the contracting parties detects that information to be kept secret has come into the possession of an unauthorized third party or if a document to be kept secret has become lost, the party shall immediately inform the other contracting party thereof. The imposed secrecy also remains valid after termination of this contract. It is only discharged when and as far as the knowledge of production included in the provided documents has become public knowledge.
1.7 We can demand changes of the delivery object even after contract conclusion if this is reasonable for you. In this change, the effects on both sides shall be adequately taken into account, in particular with regard to additional costs or reduced costs, as well as the delivery dates.

2.0 Prices, transfer of ownership, public price checking, shipment, overdelivery and underdelivery, passing of risk, delivery postponement, packaging
2.1 The stipulated prices shall be fixed prices and shall exclude subsequent claims of any kind. Prices shall include the costs for packaging and transport up to the delivery address or the point of use indicated by us, as well as for customs formalities and customs duties. If a price is agreed “ex works” or “ex storage”, we only bear the most favourable freight costs if we do not prescribe the logistics service provider to you. If no prices are stated in the order your list prices apply less the agreed discounts and prevailing deductions. The delivery also includes all auxiliary materials and factory supplies as contracted as well as all documentation, drawings, quality and assessment certificates, service instructions, assembly and operation guides, spare part catalogues and other manuals. In case of delivery of purchase and standard parts as well as parts manufactured by your company you guarantee supply availability for 10 years.
2.2 Shipping note and invoices shall be sent to us in duplicate by mail on the date of dispatch. Each delivery shall be invoiced individually. An invoice shall not be considered a shipping note. Always indicate our order number on shipping notes, bills of lading, invoices and every other correspondence with our company. In all delivery notes, shipping notes, freight bills, postal stubs, and invoices, the following shall be additionally indicated: Shipping type and date, as well as gross and net weight with weighing records. You are liable for all consequences resulting from non-compliance with these liabilities.
2.3 As far as the orders are related to authority deliveries subject to public price examination, you commit yourself to an unlimited duty to disclose information about your price formation to the authorities entitled to examine it and to accept the admissible prices as binding. 2.4 With regard to the delivery obligations versus our customers, any low delivery of the ordered delivery volume
(= minimum volume) shall only be allowed upon explicit consent. In case of unauthorized low deliveries, we shall reserve to claim resulting damages including consequential costs. Excess deliveries in terms of volume shall not be accepted by us without written consent. Excess deliveries shall be collected from us within 10 calendar days. After expiration of the period, we shall be entitled to store the excess volume (at forwarding companies) at the supplier’s costs and risk.
2.5 Shipment shall be at your risk. Thus, the risk of any deterioration, including accidental loss shall
be yours until delivery to the agreed delivery address or, respectively, the point of use requested by us. We are not obliged to process truckloads before the delivery documents have arrived.
2.6 If we ask you to postpone a delivery, you have to store the properly packaged and marked products and insure them, but no longer than three months.
2.7 Your obligation to take back the packaging shall depend on the legal requirements. The goods shall be packaged such that transport damages will be prevented. Packaging materials shall only be used to the extent required for achieving this objective. Only environmentally friendly packaging
materials may be used.

3.0 Invoicing, payment, certificates
3.1 After full and faultless delivery/performance has been made, invoices shall be separately submitted to us in duplicate, with all pertinent documents and data, in due form. Invoices not duly submitted shall be considered received by us only as of the date of correction.
3.2 Payment shall be as customary in commerce; namely, either within 14 calendar days with a 3%
discount or after 30 calendar days straight net, calculated according to delivery/performance and receipt of invoice.
3.3 As far as certificates on materials testing are stipulated or when other documentation has been agreed on , they shall be an essential component part of the delivery and shall be sent to us together with the invoice. They must be available to us at the latest, however, 10 calendar days after receipt of the invoice. The period of payment for invoices does not start until the agreed certificates or documentations have arrived.
3.4 In case of faulty or incomplete delivery, we shall be entitled to withhold payment prorated by value until due performance, namely without loss of discounts, trade discounts or similar payment privileges. If payments have already been made for faulty deliveries we are entitled to withhold other due payments up to the amount of the payments.

4.0 Delivery dates, default of delivery, force majeure, earlier delivery, partial delivery
4.1 The agreed delivery dates are binding and have to be adhered to as accurately as possible. Decisive for compliance with the delivery date or the delivery deadline is the regular arrival or the faultless performance of the service as well as delivery of the documentation at the point of receipt or, respectively, use indicated by us, or the on-time performance of successful acceptance. If the delivery deadline has been marked or acknowledged by you as “probably”, “approximately”, “with due reservation” or similar terms, at most 8 calendar days may pass between the stated date and the actual delivery. An acceptance of the overdue delivery without reservations does not constitute a waiver of claims for indemnification.
4.2 If you realize that a stipulated date cannot be kept for any reasons, you shall immediately notify
us thereof in writing, with a statement of the reasons and the probable duration of the delay. In such a case you will nevertheless take all necessary measures to keep to the agreed date or there is only a slight delay in time and inform us in writing what you did in each individual case and will do in the future. In no case the agreed delivery date is changed by informing us about a possible delivery delay. You grant us the right to intervene with your suppliers if need be. You bear any costs arising to us from nonfeasance of or belated information.
4.3 If you are in default of delivery, we shall be entitled to the legal claims. After an unsuccessful passing of an appropriate deadline set by us we are furthermore entitled to the choice of further demanding the delivery/service, announcing the withdrawal with or without compensation in damages or procuring a replacement from a third party and/or claiming compensation in damages instead of service. Our claim to the delivery/service only is discharged when we announce the withdrawal in writing or demand compensation in damages instead of service. Additional costs, in particular in case of necessary coverage purchases, are payable by you.
4.4 You can only rely on the absence of necessary documents to be supplied by us if you had reminded in writing that the documents be sent and you had not received them within an acceptable period of time.
4.5 Force majeure and labour disputes shall release the contracting parties from their performance obligations for the duration of the trouble and for the extent of their effect. The contracting parties shall be obligated to immediately provide – within the scope of the acceptable – the required information and adjust their obligations to the changed conditions in good faith. We shall be entirely or partly released from the obligation of acceptance of the ordered delivery/service and insofar entitled to withdraw from the contract if the delivery/service is – due to the delay caused by force majeure or, respectively, the labour dispute – no longer usable for us, taking economic viewpoints into account. If these hindrances continue for more than three months, each of the contract parties is entitled to withdraw from the contract without any repercussions.
4.6 In case of an earlier delivery than stipulated, we shall reserve the right to return it to you at your
costs. If there is no return shipment in case of premature delivery, so the goods are stored by us at your costs and risks until the agreed delivery date. In case of premature delivery, we shall reserve the right to make payment only at the stipulated due date.
4.7 We shall accept partial deliveries only after explicit agreement. As such they are to be marked in the delivery documents. Therein the remaining amount is to be stated. Even if we agree to a partial delivery the agreed dates for the complete delivery remain so that the delivery is only completed with an entire fulfilment of contract.

5.0 Warranty, safety data sheets, reprimanding period, subsequent improvement, compensation delivery, withdrawal, reduction, compensation in damages, widespread failure, right to subsequent own improvement
5.1 All deliveries/services are to be provided to us free of material and legal defects. They have to correspond to the agreed composition and meet the newest state of the art, the applicable European and German legal requirements and the provisions and directives of authorities, trade associations and professional associations. The deliveries/services also have to be suitable for the use assumed in the contract or, if none is specified, for the ordinary utilization purpose. All goods have to meet the current state of security regulations and have to have been assessed by competent test centres and approved for the intended utilization purpose at handover. The deliveries/services especially have to comply with the provisions of labour law, the requirements of device and product security law, accidental and fire regulations as well as environmental law provisions. You are obliged to hand over the security data sheets applicable for your respective delivery at delivery. You hold us harmless against any demands for recursion by a third party in case you do not deliver the security data sheets at all, on time or without fault. The same applies to any changes at a later point in time. If deviations from these provisions are necessary in the individual case, you must ask for our written consent. Your liability for defects shall not be limited by this consent. If you have reservations regarding the type of execution requested by us, you shall immediately inform us in writing thereof.
5.2 If you culpably render a service/delivery not free of rights by a third party in Germany or, if you are informed about this, in its receiving country, you are liable for all financial disadvantages resulting to us thereof.
5.3 With your deliveries/services and also with supplies or supplementary services by third parties,
you shall agree to use environmentally friendly or environmentally compatible products and processes within the scope of economic and technical possibilities. If this obligation is infringed by you, you are liable for all financial disadvantages resulting to us thereof, including those resulting from the infringement of your legal obligation to refuse disposal.
5.4 We shall immediately advise you in writing of open deficiencies of the delivery as soon as they are detected according to the circumstances of a due course of business; at the latest, however, within 5 working days after our receipt of the delivery. In case of hidden defects the reprimanding period is 3 working days after discovery.
5.5 Following our request, you shall remedy immediately and without charge, including any additional costs – at our option either by reworking or by replacement of the defective parts or compensation delivery/manufacturing – any deficiencies of delivery/service notified during the warranty period, which also includes the failure to reach guaranteed data and the lack of promised properties. In particular you bear all costs related to detection and correction of faults, as far as they arise to us, especially expenses for examination, disassembly and assembly, transport, labour and material. This also applies if the expenses are increased by the delivery object being brought to a different location than the place of delivery, but only if the costs arising are not unreasonable. Subsequent improvements or compensation delivery/manufacturing have to be carried out in multiple shifts or within overtime hours or on holidays if this is necessary and not unreasonable for urgent operational reasons at hand to us. After the second unsuccessful procedure of a reasonable period set by us for reworking or compensation delivery/manufacturing, we shall also be entitled to the legal rights of withdrawal and reduction. An agreed period for a subsequent improvement has the same legal effect as the fixing of a time limit by us. If we are entitled to withdrawal it may be limited to this part while maintaining the rest of the contract if the non-compliance or poor compliance is limited to a definable part of the service. We reserve the right to assert our claim to compensation in damages in any case.
5.6 If similar defects occur in more that 5% of the delivered parts (widespread failure) we are entitled to reject all of the available quantity delivered as well as asserting the legal and contractual claims for defects.
5.7 In case of material defects/impairment of performance according to §637 German Civil Code we also are entitled to the right to carry it out ourselves/subsequent improvement by ourselves and a claim to a retainer after an unsuccessful expiry of a period set by us for subsequent improvement. If you culpably do not fulfil your obligations from the defect liability within an appropriate period set by us, we may take the necessary measures at your costs and risks by ourselves or have a third party take them. Internal labour will be invoiced to market prices as usual for third parties. In urgent cases, and following coordination with you, we can do the reworking ourselves or have it carried out by third parties. Minor deficiencies can be remedied by us – in performance of our duty to minimize damages or in the scope of made agreements pro tanto – without prior coordination, without your obligations from the liability for defects may be limited. We can then charge you with the required expenditures. The same applies if suddenly unusual high damages are threatening or other special circumstances are at hand which justify an immediate subsequent improvement by us on balance of the interests of both sides.

6.0 Guarantee period, inhibition, new beginning
6.1 The guarantee for material and legal defects is three years unless otherwise stipulated explicitly. This also applies to multiple shift runs. It shall begin with the surrender of the delivery object to us or the third parties indicated by us, at the point of receipt or, respectively, use specified by us. For devices, machines, plants and performances, the warranty period shall begin with the date of acceptance which is indicated in our written declaration of acceptance. If the acceptance is delayed without your fault, the warranty period shall be three years after providing the delivery object for acceptance. The guarantee period for buildings and building material complies with legal provisions. The warranty period for spare parts shall be three years after installation/commissioning and shall end at the latest five years after delivery.
6.2 As long as the validity of our complaint is disputed, the guarantee period of the concerned facility/facility parts is inhibited from the notification of operating failure to the completion of the proceedings or until the end or acceptance of the repairs and a possible acceptance.

7.0 Quality management, product liability
7.1 You have to execute a quality management assessment suited in type and scope and meeting the current state of the art and to show it on request. If we consider it necessary you will make an appropriate quality management agreement with us.
7.2 If claims are lodged against us – due to the breach of official safety regulations or due to domestic or foreign product liability provisions or laws – because of a defectiveness of our product
which is attributable to your goods, we shall be entitled to demand from you restitution of this damage as far as it is caused by the products delivered by you. This damage shall also comprise the costs of a precautionary recall action. We will advise you on content and scope of the recall measures if possible and reasonable and provide you with an opportunity to comment.
7.3 Furthermore, you shall take out insurance in a reasonable amount against all risks under product liability, including the recall risk, and, upon request, you shall submit the insurance policy to us for inspection.

8.0 Protective rights
8.1 You take responsibility that all deliveries are free from third-party industrial property rights and that third-party patents, licenses or other industrial property rights will not be infringed, in particular due to the delivery and use of the delivery objects.
8.2 We will inform each other immediately in writing if claims are made against one of us because of an infringement of protective rights relevant to this contract.
8.3 In case of a culpable infringement of these obligations you hold us and our customers harmless from claims by third parties because of possible infringements of protective rights and also bear all costs that may arise to us in relation thereto, including costs for possible litigation and recalls. Your obligation to exemption applies to all expenses necessarily arising to us in connection with third party claims.
8.4 If the use of the delivery/service object according to contract is impaired by protective rights of third parties, you are obliged to obtain at your own expenses the right that the delivery/service object may be used by us without limitations and additional expenses according to contract from the person holding the right of disposal, your other contractual obligations notwithstanding. You are also entitled to change the parts of your delivery/service relevant to the protective rights in such a way that the protective rights no longer apply to them but the contractual conditions agreed between you and us still are met.
8.5 If your efforts according to 8.4 are not successful we are entitled to obtain a permit for the use of the concerned delivery objects and services at your costs from the person holding the rights after coordination with you and for a transitional period of six months at the most. If the efforts according to 8.4 or 8.5 fail, you will remove the facility at your own costs and reimburse the remuneration paid by us including interests customary in banking. We reserve the right of further legal claims.
8.6 With the delivery of an item protected by copyright we receive a simple unlimited right of usage in all types of usage by you.

9.0 Partial invalidity, passing-on of orders only after approval, prohibition of cession, offsetting, rights of retention, passing of contract, change in company
9.1 Should individual parts of these General Conditions of Purchase be legally invalid, the validity of the remaining provisions shall not be impaired thereby.
9.2 Without our prior written consent, you shall not be entitled to transfer to third parties the order or essential parts of the order. If this approval is granted you remain responsible to us as a co-debtor.
9.3 Without our prior written consent you are not entitled to cede your claims against us – fully or in parts - or have them collected by a third party. If you cede a claim against us to a third party without our consent, the cession nevertheless is valid. We then may satisfy the claim to you or the third party at our own choice with releasing effect.
9.4 You only may set off with undisputed or legally established claims.
9.5 You only are entitled to rights of retention if they are based on the same contractual relationship.
9.6 You shall inform us of any passing of contract by virtue of law and of any change in your company.

10.0 Suspension of payments, insolvency, contract language, place of performance, place of venue, supplementary law
10.1 Should you suspend your payments, should a receiver in bankruptcy be appointed or bankruptcy proceedings instituted over your assets or if there are draft or cheque protests against you we are entitled to withdraw from the contract or to terminate the contract fully or in parts without prior notice without claims against us arising from it. If the contract is terminated by us, the performed services up to that point in time are only accounted for as far as we can use them as agreed. The damage arising to us is taken into account for billing.
10.2 The contract language shall be German. Every communication and all other records and documents are to be written in the German language. This also applies to all of the remaining documentation, e.g. for advance and warranty securities. If the contract parties additionally use another language, the German wording takes precedence.
10.3 If it has not been expressly agreed differently the shipping address or location of use stated by us is the place of performance for the obligation of delivery/service; for all other obligations of both parties Schwedt is the place of performance. The risk of accidental loss and incidental deterioration only is transferred to us by acceptance or absorption at the place of performance.
10.4 For all current and future claims arising from the business relation with businessmen including draft and cheque claims Schwedt is the exclusive venue. The same venue applies if you do not have a natural forum in Germany, have moved your usual place of residence from the inland or your usual place of residence is not known at the time the action is filed.
10.5 Additionally German federal law applies, excluding the UN Convention on Contracts for the International Sale of Goods dated 11/04/1980.

Version 01.01.2008