General Terms and Conditions of Purchase

The following General Terms and Conditions of Purchase of zimmerlin GmbH Edelstahl-Technik (hereinafter referred to as “we”) shall apply in their respective current version with respect to entrepreneurs (§ 14 of German Civil Code (BGB)), legal entities under public law, and special funds under public law (hereinafter referred to as “supplier”) for all orders placed by us and contracts concluded with us at present and in the future. Deviating or supplementary terms and conditions of the supplier shall only become part of the contract if and to the extent that we have expressly agreed to their validity. Legally relevant declarations and notifications which we are to submit to the supplier after conclusion of the contract (e.g., setting deadlines, notifications of defects, declaration of withdrawal or reduction) do not require any form in order to be effective. Mandatory statutory formal requirements shall remain unaffected.

1. Conclusion of a contract

1.1 Our orders can be freely revoked until receipt of the order confirmation or – in the absence of an order confirmation – until delivery. Verbal orders and agreements require the express confirmation of our purchasing department in order to be valid.
1.2 The supplier is obliged to confirm the order immediately, at the latest within 3 working days, via an order confirmation stating binding price and delivery period details in text form, or with delivery. Late acceptance by the supplier shall be deemed a new quotation and require our confirmation.
1.3 Unless expressly agreed otherwise, our stated delivery times are binding.
1.4 We are entitled to change product specifications insofar as these can be implemented within the framework of the supplier’s normal production process without significant additional expense. We shall reimburse the supplier for any verified and reasonable additional costs incurred as a result of the change. If such changes result in delays in delivery that cannot be avoided with reasonable effort in the supplier’s normal production and business operation, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in text form (including email) of any additional costs or delays in delivery it expects after careful assessment and in good time before the delivery date, but at the latest within 5 working days after receipt of the notification pursuant to Clause 1.

2. Prices and payment terms

2.1 The agreed prices are fixed prices and are binding for the present order. All prices are exclusive of VAT, but inclusive of packaging, insurance, transport (DAP Bötzingen a.K., Incoterms 2020) and other ancillary costs. Price increases require our written consent.
2.2 Unless otherwise agreed, payments shall be made at our discretion after receipt of the proper invoice, successful delivery and provision of the other services owed within 14 days with a 3% discount, or within 30 days net.
2.3 The date on which our bank receives our transfer order is considered the payment date.
2.4 Payment shall not be deemed to be an acknowledgement of proper performance.
2.5 Instalment payments may only be demanded on the basis of a separate agreement. Instalment payments shall also entail entitlement to a discount.

3. Deliveries

3.1 The agreed delivery periods and dates are binding. The ordered goods must be received at the named receiving office on the appointed date.
3.2 The supplier must notify us immediately in the event of imminent delivery delays.
3.3 In the event of delays for which the supplier is responsible, we shall be entitled, at our discretion and without prejudice to further statutory claims, to demand a contractual penalty of 0.2% of the order value per working day, but not more than 5% of the order value, in each case in relation to the goods that are delivered late. Further rights, including the assertion of a verifiably higher damage caused by delay, shall remain reserved, whereby a contractual penalty paid by the supplier shall be offset against the claim for damages. The supplier has the right to prove that we have suffered no damage at all or only minor damage.
3.4 Acceptance of delayed deliveries and services does not constitute a waiver of claims for compensation. Early delivery is only permissible with our written consent and shall not affect the agreed payment date. We are not obliged to accept delivery before the agreed delivery date. We may take advantage of price reductions that occur up to the scheduled delivery date.

4. Transfer of risk

4.1 Shipment and transfer of risk shall proceed pursuant Clause 3.1. If we are to bear the freight costs on the basis of a special agreement, the supplier shall choose the most favourable mode of shipment. We are not obliged to accept partial and excess deliveries that have not been agreed.
4.2 If we are unable to accept a delivery as a result of circumstances (e.g., operational disruptions due to internal or external industrial disputes, force majeure, etc.) for which we are not responsible, the transfer of risk shall not proceed until the reasons for the hindrance have been removed and the object of performance is available to us at the agreed destination. We are obliged to inform the supplier immediately if hindrances of this kind have occurred or are expected to occur.

5. Assignment of claims

The assignment of claims against us shall only be effective with our written consent. The provision of § 354a of the German Commercial Code (HGB) shall remain unaffected.

6. Warranty, claims for defects

6.1 Unless expressly agreed otherwise, the delivered goods must at least comply with the current state of the art, the relevant statutory provisions, the applicable safety regulations, in particular those of the employers’ liability insurance associations, and all other applicable standards (cf. also Clause 10.2). The supplier shall carry out a detailed inspection in this respect before shipment.
6.2 We do not waive warranty claims by accepting or approving submitted samples.
6.3 If the object of performance does not have the agreed quality or if it is defective for other reasons, our claims for defects shall be governed by the statutory provisions, unless otherwise stipulated below.
6.4 If the supplier does not fulfil its obligation to remedy the defect within a reasonable period of time we have set, we shall be entitled to remedy the defect ourselves and to demand reimbursement of the expenses required for this and/or a corresponding advance payment from the supplier. If the supplier’s subsequent performance has failed or is unreasonable for us (e.g., due to particular urgency, danger to operational safety or imminent disproportionate damage), no deadline needs to be set; we shall inform the supplier of such circumstances immediately, if possible in advance.
6.5 Unless otherwise agreed, the limitation period for claims for defects shall be three years and shall commence upon delivery of the goods to us or with our acceptance of them, if acceptance is required. Longer statutory limitation periods shall remain unaffected.
6.6 In the event of changes to the design or material composition compared to sampled goods or previous deliveries, samples must be submitted to us and we must give our approval prior to delivery. Until our final approval, the supplier is obliged to ensure delivery with the previously approved version. We are released from checking the deliveries or services for similarity to previous deliveries.

7. Product liability, indemnification

7.1 Irrespective of the contractual claims for defects, the supplier shall indemnify us upon first request against claims based on the culpable infringement of third-party property rights.
7.2 If a product liability claim is made against us, the supplier shall indemnify us upon first request to the extent that the cause lies within the supplier’s sphere of control and organisation and the supplier itself is directly liable in the external relationship.
7.3 The supplier is obliged to take out appropriate liability insurance with extended product liability protection and to provide us with verification of this coverage on request.

8. Supplies, contract work

8.1 We shall retain title to materials or parts we have provided to the supplier and they may only be processed as instructed. Our claim to retention of title is extended such that the supplier manufactures the goods to be produced for us on our behalf and we remain the manufacturer in this respect within the meaning of the law. The parties agree that we shall become (co-)owners of the new or transformed item.
8.2 The supplier shall store the items for us free of charge and must provide compensation in the event of a reduction in value or loss. The supplier shall bear the risk of loss and deterioration of the supplied materials.
8.3 The supplier shall be liable for damage it has caused as a result of wastage, damage due to carelessness, use of insufficient technical means, and faulty processing of the delivered material. Any metallic recyclable waste produced during processing remains our full property.

9. Deliveries according to our specifications, drawings and models

9.1 We reserve the title or copyright to the drawings, standard sheets, printing templates, tools, press moulds, profiles, models, gauges and the like we have provided to the supplier. The supplier may neither disclose them to third parties nor use them itself for its own purposes or for advertising purposes without our express consent.
9.2 The supplier is not entitled to use the documents, samples, models and tools referred to in Clause 9.1 directly or indirectly as a basis for deliveries to third parties. The supplier shall keep the documents safe against unauthorised use and inspection and return them in full at our request at the latest with the last delivery or if negotiations do not lead to the conclusion of a contract. In that case, any copies made by the supplier must be destroyed, with the exception of retaining them within the scope of statutory retention obligations.
9.3 Infringements shall oblige the supplier to pay damages if it is at fault and shall enable us, irrespective of this, to withdraw from the contract in whole or in part without compensation.
9.4 Products which have been developed or further developed in cooperation with us and the supplier along with any manufacturing processes resulting from this, may only be utilised for our orders. This shall also apply after the business relationship is terminated.
9.5 We shall retain title to moulds, tools and the like which we make available to the supplier or which are manufactured in whole or in part at our expense, or we shall acquire title to them upon completion, including the design documents. We are to be identified as having title to them by the supplier at its own expense, and they are to be maintained, insured at replacement value against fire or water damage and risk of theft, used only for the purposes of the contract, and stored carefully. The supplier hereby assigns to us all claims for compensation arising from this insurance, and we hereby accept the assignment. The supplier must notify us immediately of any breakdowns; if it culpably fails to do so, claims for damages shall remain unaffected. Upon request, the supplier is obliged to return the items to us in proper condition if it no longer requires them to fulfil the contracts concluded with us.
9.6 Title retained by the supplier is valid only where it relates to our payment obligation for the respective products to which the supplier retains title. In particular, expanded or extended retention of title is impermissible.
9.7 We retain the exclusive right of disposal for order-related production equipment (devices, tools, documents, etc.), their modification, joint use or destruction. This applies accordingly to production facilities we have provided. In the event of production difficulties, cessation of production and price differences compared to the competition that are to our disadvantage, we shall be entitled to demand transfer, free of charge, of the production facilities we have paid for in whole or in part. The supplier shall be fully liable for damage, loss or destruction. The above shall apply accordingly to print orders. Manuscripts and printing material we have provided for production must be handled with care, and unless otherwise requested, must be returned, without being requested to do so, after printing has been completed.

10. Subcontractors, product safety, and quality management

10.1 All obligations arising from this contract are to be fulfilled by the supplier itself. Subcontracting our orders to third parties without our written consent is not permitted and entitles us to withdraw from the contract and to assert claims for damages.
10.2 The supplier shall manufacture the object of performance in compliance with the respective quality, environmental, energy and safety regulations applicable to the supplier’s manufacturing of it. The supplier undertakes to comply with the Product Safety Act (ProdSG) and all ISO, EN, DIN and VDE regulations insofar as these are applicable to manufacturing the object of performance.
10.3 In order to ensure the quality of its products, the supplier undertakes to establish, apply, maintain and subject to continuous optimisation and continual improvement an effective quality management system and to apply only suitable procedures.
10.4 The supplier must comply with the human rights and environmental prohibitions set out in § 2 (2) and (3) of the Act on Corporate Due Diligence in Supply Chains (LkSG) and must make reasonable efforts to ensure that its upstream suppliers, service providers and business partners also comply with them. The supplier shall provide us with evidence of compliance with the above obligations upon request by submitting suitable documents so that we can comply with our own due diligence obligations. If the supplier breaches any of the above obligations and does not remedy the breach within a reasonable period we have set to that end, we shall be entitled to terminate the business relationship with the supplier, including the right to withdraw from orders in whole or in part.

11. Customs and foreign trade law

The supplier shall support us in the fulfilment of foreign trade law and customs law requirements, in particular in the import and export of the supplier’s products. Upon request, the supplier shall provide us with long-term supplier declarations (LLE), certificates of origin and movement certificates regarding the delivered products. The LLE must have a validity of 24 months. In the LLE, the supplier must state the customs tariff number, the commercial and preferential origin of the products, and our article number. Changes in the origin of the goods require at least twelve months’ prior written notice.

12. Final provisions

12.1 The place of performance for all obligations of both contracting parties is Bötzingen am Kaiserstuhl.
12.2 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.3 The place of jurisdiction for all legal disputes arising from business relations between us and a registered merchant, a legal entity, or suppliers without a general place of jurisdiction in Germany, is Freiburg im Breisgau. Furthermore, we may also initiate legal proceedings against the supplier at its general place of jurisdiction.

Dated, April 2023

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