General Terms and Conditions of Purchase of Solidteq GmbH

Version: 04/2018

  1. Scope of Application
    1.1 The Terms and Conditions of Purchase of Solidteq GmbH (hereinafter referred to as the "Buyer") shall apply exclusively. Opposing terms of the Seller or terms that deviate from these Terms and Conditions of Purchase shall not apply unless the Buyer has expressly agreed to their validity in writing in individual cases.
    1.2 These Terms and Conditions of Purchase shall also apply if the Buyer effects payment for or accepts delivery from the Seller without reservation in full knowledge of opposing terms of the Seller or terms that deviate from its own Terms and Conditions of Purchase. These Terms and Conditions of Purchase shall form part of all orders by the Buyer. They shall also apply to follow-up orders without the Buyer again having to refer to these terms.
    1.3 The Terms and Conditions of Purchase shall only apply in B2B-relations.
    1.4 Separate agreements between the parties deviating from or supplementing these Terms and Conditions of Purchase shall take precedence.
  2. Offers – Contractual Documents
    2.1 Offers by the Seller shall be submitted in writing. Cost estimations shall not be subject to a charge.
    2.2 The Buyer shall reserve property rights and copyright to all illustrations, drawings, calculations, models, equipment, samples, and other documents and objects as well as mediums provided to the Seller by the Buyer for purposes of creating the offer or fulfillment of the contract. The Seller shall grant the Buyer unlimited in terms of time, space and content, irrevocable, free of charge, transferable and non-exclusive usage rights to all illustrations, drawings, calculations, models, equipment, samples, and other documents and mediums of the Seller.
    2.3 The documents and objects listed in Item 2.2 Clause 1 may not be made available to third parties unless the Buyer has given prior written consent for their forwarding. The documents and objects shall be used exclusively for processing of the order or fulfillment of the contract and shall be returned to the Buyer or irrecoverably destroyed as directed by Buyer after such processing without prompting.
  3. Buyer's Orders
    3.1 Where an order that legally qualifies as an offer by the Buyer is not confirmed in writing by the Seller within ten days, the Buyer shall be entitled to withdraw the order until Seller’s confirmation. This withdrawal shall not provide the Seller with grounds for any claims.
    3.2 Where confirmation by the Seller deviates from Buyer’s order, the Buyer shall be expressly informed in this regard. In such cases, a contract shall only come into effect once the Buyer has approved the deviations in writing. Silence on the part of the Buyer in respect of a confirmation that deviates from the order shall be deemed to be a rejection.
    3.3 Orders shall only become binding on the Buyer once they have been placed or confirmed by the Buyer in writing. This shall also apply to additions and modifications. In case of deliveries that are not based on a proper written order, the Buyer may refuse to accept and pay for the goods. Printouts created in the course of data processing shall not require a personal signature to become binding. Any ambiguities in the order shall be clarified by means of a written query from the Seller.
  4. Prices – Conditions of Payment
    4.1 Where no deviating written agreement exists, the price shall include delivery "DAP Buyer's plant Neuss" (Incoterms 2010), packaging included.
    4.2 Statutory VAT shall not be included in the prices.
    4.3 Payment shall be made within 30 days net after receipt of the invoice, goods, and all delivery documentation. Assignment of the invoiced amounts by Seller to third parties shall not be permitted.
    4.4 Fixed compensations, compensation limits and cost estimates shall be legally binding. Changes or additional claims due to subsequent cost increases shall, irrespective of the reason, be excluded to the extent that no other written agreements have been reached.
    4.5 Should prices in exceptional cases have been agreed ex plant, ex Seller's warehouse, or ex third-party warehouse, all costs incurred until handover to the shipping company, including loading of the goods, shall be for the account of the Seller.
    4.6 Payment of the goods shall not constitute acceptance of their contractual conformity.
    4.7 The Buyer shall be entitled to withhold all payments in case of any delivery delay or other default until complete fulfilment of all services according to contract requirements.
    4.8 The Buyer and all its affiliated companies (§ 15 AktG) (Aktiengesetz – German Stock Corporation Act) shall be entitled to offset claims of the Seller its own claims and claims of its affiliated companies.
  5. Deliveries – Delay
    5.1 The delivery dates specified in the order shall be binding. Receipt of the goods at the designated place shall be decisive for punctual delivery.
    5.2 The Seller shall be obliged to inform the Buyer immediately in writing where circumstances arise or come to its attention which indicate that compliance with the agreed delivery time may not be possible. Where the Seller violates this notification duty, it shall also be liable for delivery delays for which it is not responsible. Silence to this notification shall not be deemed to imply acceptance of a new delivery date indicated by the Seller.
    5.3 In the event of delayed delivery, the Buyer shall be entitled to demand a pro rata amount of 0.5 % of the contract amount for the outstanding delivery portion for each commenced week as liquidated damages for delayed performance, but no more than a total of 5 %. The Seller shall have the right to provide proof that no damages or significantly lower damages were incurred as a result of the delay. Further statutory claims shall remain unaffected by this provision; in particular, the Buyer shall remain entitled to demand further compensation for damages and to withdraw from the contract.
    5.4 Where the Buyer is prevented from accepting delivery as a result of force majeure or circumstances that it is unable to avert despite reasonable care (e.g. labor disputes, operational disruptions, unforeseen and unavoidable manufacturing conversions, and other circumstances that result in a reduction in demand), the Buyer may request delivery for a later point in time without claims by the Seller against the Buyer arising from this.
    5.5 A delay in acceptance presupposes that the Seller has issued a written request to the Buyer for acceptance of the goods, allowing a period of at least two weeks. Delayed acceptance is, however, excluded where the Buyer was permitted to refuse acceptance of the goods.
    5.6 Partial deliveries shall only be permitted with the express consent of the Buyer.
    5.7 Where (partial) deliveries take place before the agreed date, the Buyer shall reserve the right to return or store the goods that have been delivered prematurely at the risk and cost of the Seller.
    5.8 Every shipment shall contain a delivery note in duplicate. The delivery notes must include details of the content as well as the Buyer's order number.
    5.9 The goods shall be suitably packaged for the respective way of delivery.
  6. Invoices
    6.1 Invoices shall be forwarded separately from the delivery, in single copy.
    6.2 The dimensions, weights, and quantities determined by the Buyer shall be exclusively decisive for billing.
    6.3 Invoices can only be processed by the Buyer where these include the relevant order number and necessary tax-related details as per the details specified in the order; the Seller shall be responsible for all consequences resulting from noncompliance with this obligation, unless it can prove that it is not responsible for this.
  7. Quality
    7.1 The goods must have the characteristics or features specified by the Buyer as agreed qualities. Concerns on the part of the Seller regarding the characteristics or features specified by the Buyer (e.g. ambiguities, inconsistencies, technical obstacles, other concerns, etc.) must be made known to the Buyer prior to binding order placement in writing.
    7.2 Where the Buyer requests sample parts, series production shall only begin after written approval of the samples is provided by the Buyer.
    7.3 The goods must comply with all contractual standards, relevant applicable statutory accident prevention provisions, VDE regulations, accepted state-of-the-art science and technology and all other applicable statutory provisions.
  8. Warranty
    8.1 The Buyer shall have the right to decide whether to have a defect remedied or new goods supplied. The place of cure shall be the place of performance.
    8.2 The Buyer shall have the right to withdraw from the contract, reduce remuneration, or demand compensation instead of the performance where the Seller has not successfully provided cure within a reasonable period set. The Buyer shall also be entitled to reduce remuneration, request compensation instead of performance, or withdraw from the contract in the case of insignificant defects.
    8.3 The Seller shall bear the costs for cure, which shall include costs incurred to the Buyer as a result of having to remove the defective goods and install the newly supplied or remedied goods. In case of cure, the Seller shall also be responsible for costs incurred to the Buyer arising from relocating the goods to a location other than that of the place of performance after delivery.
    8.4 Claims by the Buyer based on warranty shall expire within three years of handing over of the goods.
    8.5 In all other cases, the Buyer shall have the right to unlimited assertion of statutory claims against the Seller.
    8.6 The Buyer shall be obliged to check the supplied goods for damages pertaining to identity and quantity as well as for obvious exterior transport damage; additional inspection obligations for incoming goods shall not apply. A complaint shall be deemed to have been prompt if it is received by the Seller within ten working days from receipt of the goods or in the case of hidden defects, from the discovery of these defects. A complaint declared by the Buyer shall in all cases refer to the entire delivery insofar as it is not apparent that only individual components are affected.
  9. Withdrawal from the Contract – Damages
    9.1 Where the Seller does not fulfill the obligations assumed or does not fulfill these according to the contract, the Buyer may withdraw from the contract after unsuccessful expiry of a reasonable period for provision of performance and demand compensation instead of the performance.
    9.2 The Buyer shall in particular have the right to withdraw from the contract where the Seller is in breach of its obligations pursuant to Items 2.2 and 2.3.
    9.3 The Buyer shall also have the right to withdraw from the contract where the Seller suspends its payments or applies for the initiation of insolvency proceedings.
    9.4 The right to extraordinary termination on important grounds – also of continuous obligations – shall remain unaffected.
    9.5 To the extent that third parties bring claims for compensation against the Buyer on the basis of mandatory law, the Seller shall indemnify the Buyer upon first request insofar as the Seller is also directly liable and obliged to provide compensation to the Buyer internally.
    9.6 The Seller shall undertake to maintain product liability insurance with a minimum cover of € 5 million and to provide proof of such insurance upon request. Where the Buyer is entitled to assert further claims for compensation of damages, these shall remain unaffected.
  10. Prohibition of Assignment – Subcontractors
    10.1 Rights and obligations of the Seller arising from the contract may not be assigned or transferred without the consent of the Buyer.
    10.2 Commissioning of a subcontractor shall require the prior written consent of the Buyer.
  11. Infringement of Industrial Property Rights
    The Seller shall assume responsibility for ensuring that the goods delivered to it are not in breach of any national or international industrial or other property rights. The Seller shall indemnify the Buyer internally against all claims for compensation and other claims asserted against the latter in this regard due to breach of this obligation upon first request.
  12. Compliance Clause
    12.1 The Seller shall be obliged to comply with the Supplier Code of Conduct (SCOC) as well as the Compliance-Directives of the Buyer which shall form an integral part of the contract and are available for the Seller at
    12.2 The Seller shall guarantee that it does not make use of any illegal practices, such as monetary donations or other gifts to employees of the Buyer or their relatives for purposes of receiving orders from the Buyer. The Buyer shall be entitled to extraordinary termination of all contracts in the event that it discovers such breaches, irrespective of the apportionment of culpability to the Seller's company, insofar as employees of the Seller or persons commissioned by the same have committed a corresponding infringement. Furthermore, the Seller shall be obliged to compensate the Buyer for any damages arising from this.
    12.3 The Seller shall guarantee to comply with all environmental regulations of Federal Republic of Germany and the countries in which the goods are manufactured. Insofar as the Buyer establishes that production does not take place within the framework of statutory stipulations in respect of environmental protection, the Buyer shall be entitled to extraordinary termination of all contracts.
    12.4 The Seller shall undertake to comply with the requirements of the EU regulation concerning the registration, evaluation, authorization, and restriction of chemicals (Regulation (EC) No. 1907/2006; "REACH" Guideline)
  13. Manufacturing Materials Provided
    13.1 The manufacturing materials provided by the Buyer shall remain the property of the Buyer.
    13.2 The Seller shall be obliged to store the manufacturing materials provided separately and to mark such materials as property of the Buyer. The Seller shall undertake to treat the manufacturing materials provided with care, and in particular to insure such materials at original value against theft, fire, lightning, explosion, storm, mains water and, where applicable, sprinkler leakage at its own expense.
    13.3 The Seller processes or alters the manufacturing materials provided on behalf of the Buyer and no obligations shall arise for the Buyer. Where the Seller combines, mixes, integrates, or processes the manufacturing materials provided, the Buyer shall acquire joint ownership of the new product in proportion to the value of the manufacturing materials provided (final invoice amount) in relation to the value of the other processed, integrated, mixed, or combined items at the time of processing, integration, mixing, or combination. The same provisions shall apply to the object created through processing or combination as apply to the manufacturing materials conditionally provided. Where mixing or integration takes place in such a manner that the goods belonging to the Seller are considered to be the primary product, it is hereby agreed that the Seller shall grant the Buyer proportionate joint ownership. The Seller shall safeguard the resulting sole ownership or joint ownership on behalf of the Buyer.
    13.4 The manufacturing materials provided may not be modified, disposed of, transferred by way of security, pledged, or forwarded in any other way without the express, written consent of the Buyer. In the event of pledge, confiscation, or other dispositions or interventions by third parties, the Seller shall immediately notify the Buyer. Furthermore, the Seller shall undertake to use the manufacturing materials provided exclusively for the production of goods ordered by the Buyer.
    13.5 The Seller shall keep the manufacturing materials provided in its possession on behalf of the Buyer. The Buyer shall have the right to request handover of the manufacturing materials provided at any time. The Seller shall have no right of retention in this regard.
  14. Confidentiality
    14.1 The Seller shall undertake to treat as a trade and company secret all commercial or technical details not commonly known that it becomes aware of as a result of the business relationship.
    14.2 Subcontractors shall be bound to the same confidentiality obligations.
    14.3 The Seller shall only refer to the business relationship for publicity purposes with the prior written consent of the Buyer.
  15. Miscellaneous
    15.1 The place of performance for deliveries shall be the place indicated by the Buyer. Where this has not been specified, deliveries shall be delivered to the domicile of the Buyer.
    15.2 The place of jurisdiction for all disputes arising from this contract shall be Neuss. The Buyer shall, however, be entitled to file suit against the Buyer at its general place of jurisdiction as well.
    15.3 Contracts based on these Terms and Conditions of Purchase shall be solely subject to German law excluding its conflict-of-laws provisions and the UN Convention for the International Sale of Goods (CISG).
    15.4 Should one or several of the above provisions be ineffective in whole or in part, the validity of the remaining provisions shall remain unaffected by this. The invalid provision shall in that case be replaced by a legally valid provision that most closely approximates the meaning and purpose of these Terms and Conditions of Purchase.

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