General Terms and Conditions of Purchase

Content:

A. General Terms and Conditions of Purchase

B. Special conditions for contracts for work and services, contracts for work and services

A. General Terms and Conditions of Purchase

1. Scope

(1) Terms and conditions of purchase are the subject of all contractual agreements of companies of the ALTENLOH, Brinck & Co. Group (hereinafter referred to as ABC), in particular
ALTENLOH, BRINCK & Co. GmbH & Co. KG, Ennepetal
SPAX International GmbH & Co. KG, Ennepetal
ABC Umformtechnik GmbH & Co. KG, Gevelsberg
SABEU Kunststoffwerk Northeim GmbH, Northeim, Radeberg with other companies in the context of the purchase of goods and services (see also B, Special conditions).

(2) The inclusion of general terms and conditions of the contractual partner (hereinafter referred to as Contractor), in particular terms and conditions of sale and delivery, in the contractual relationship is contradicted. They do not become part of the contract. Even the unconditional acceptance of goods or services by ABC without express contradiction with regard to terms and conditions of sale and delivery in order confirmations or other correspondence shall not lead to the inclusion of these conditions in the contractual relationship.

(3) ABC's Terms and Conditions of Purchase shall apply to the entire business relationship with the Contractor and shall be independent of the time at which individual contracts are established. They shall also apply to future contracts.

(4) Notwithstanding paragraphs 2 and 3 above, we accept a simple and extended retention of title in the general terms and conditions of the contractor, provided that these retention of title has otherwise been effectively included in the business relationship.

2. Conclusion of contract

(1) The conclusion of a contract with ABC always requires a written order. The written form is also complied with in the case of transmission by means of electronic data transmission. Verbal ancillary agreements shall only become effective if they are confirmed in writing by ABC. This also applies to subsequent changes and additions to contractual agreements.

(2) If the Contractor accepts the order with deviations in content, these deviations must be clearly highlighted or otherwise identified in an appropriate manner. In these cases, the contract is only concluded if ABC expressly agrees or does not object until the final processing of the order. In all other respects, the declaration of acceptance shall be deemed to be a new offer.

3. Legal Compliance / Notification of Concerns

(1) The Contractor is obliged to comply with the state of the art and to comply with the applicable laws and ordinances as well as requirements of authorities.

(2) If the relevant laws, ordinances or the state of the art change between the conclusion of the contract and performance and this has an influence on the contractual performance, the Contractor shall inform ABC immediately in writing about the change and the associated scheduling and cost consequences. ABC will decide on the changes within a reasonable period of time. In the event of release, the parties will make an amicable cost settlement based on the order and adjust the contract in writing. If ABC does not accept the change, both parties are entitled to terminate the contract.

4. Terms of delivery

(1) Unless otherwise agreed, deliveries shall be made DDP (Incoterms 2010) to the location specified by ABC, including packaging.

(2) Each delivery must be accompanied by a delivery note. The delivery note must be provided with the order, article and supplier number.

(3) Before dispatch of the goods, ABC must be informed in writing about the value, weight and the date of dispatch.

(4) Insofar as the Contractor has to provide material samples, test protocols, quality documents or other documents, the completeness of the delivery and service also presupposes the handover of these documents.

(5) ABC is not obliged to accept partial or excess deliveries that have not been contractually agreed. The same applies if the goods are delivered before the agreed date. If necessary, ABC shall be entitled to return the goods or store them with third parties at the expense and risk of the Contractor.

(6) If ABC incurs costs as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labour, material costs or costs for an incoming inspection exceeding the usual scope, the Contractor shall bear these costs.

5. Performance time

(1) Delivery dates are binding. The legally binding granting of grace periods requires compliance with the written form requirement.

(2) The Contractor is obliged to inform ABC immediately in writing if circumstances occur or become apparent from which it follows that the agreed deadline cannot be met. The obligation to comply with the originally agreed deadlines remains unaffected.

(3) The Contractor may only invoke the absence of necessary documents to be supplied by ABC if it has not received these documents within a reasonable period of time despite an early written request.

(4) Cases of force majeure such as lack of raw materials or energy, strikes, lockouts, confiscations, interventions by authorities, war, riots, plant shutdowns, etc. release ABC from acceptance and payment obligations for the duration thereof.

6. Default

(1) The Contractor shall be in default if delivery or performance deadlines are exceeded and otherwise after a reminder. The legal consequences are determined by the statutory provisions and the following provision.

(2) Unless otherwise agreed in an individual contract, the Contractor shall owe a contractual penalty in the amount of 0.5% of the net order value for each calendar week or part thereof of the deadline being exceeded, but no more than 5% of the net order value. The contractual penalty can also be asserted after receipt of the service until the final payment, without the need for a contractual penalty reservation upon delivery. The contractual penalty shall be offset against any claims for damages. In addition, the Contractor has the right to prove that the actual damage was less than the contractual penalty.

7. Transfer of risk

(1) The risk shall pass to ABC upon delivery.

(2) This also applies if deviating delivery agreements have been made, e.g. delivery EXW (Incoterms 2010).

8. Notice of defects

(1) ABC will inspect incoming goods for defects in the normal course of business. In principle, a visual inspection and approximate quantity or weight inspection is considered sufficient. In the case of larger quantities, the test shall in any case be limited to random sampling.

(2) If defects are discovered by ABC after delivery, the notice of defects shall be deemed to be timely within 14 days of discovery of a defect.

9. Warranties and Product Liability

(1) The Contractor guarantees compliance with the contractual obligations with regard to the quality of the products to be delivered and, in other respects, the suitability of the products for the use stipulated in the contract. ABC shall, as far as possible and reasonable, give the Contractor the opportunity to remedy the defect by rectification or replacement at ABC's discretion. In the event of rescission, the return delivery shall be made ex works ABC. The risk of accidental loss or damage shall pass to the Contractor upon receipt of the declaration of withdrawal.

(2) The statutory limitation provisions shall apply to warranty claims with the proviso that the limitation periods shall be extended by 6 months.

(3) In the event of product liability under the Product Liability Act or corresponding statutory provisions, the Contractor shall, upon first request, indemnify ABC against all claims of third parties made against ABC as manufacturer, insofar as these claims have been caused by the Contractor. In such cases, the Contractor is also obliged to assume legal defence with due diligence in coordination with ABC. The Contractor shall bear all costs and expenses that may arise in connection with the legal defence at ABC. In all other respects, the statutory provisions shall apply.

10. Waste disposal

Insofar as waste is generated within the scope of the Contractor's performance of the contract, the Contractor shall recycle or dispose of the waste at its own expense in accordance with the provisions of waste law, unless otherwise agreed in writing. Ownership, risk and responsibility under waste law shall pass to the Contractor at the time of waste generation.

11. Prices / Invoicing

(1) The prices stated in the order are binding and include packaging, freight and customs costs.

(2) The invoices to be issued in duplicate must comply with the legal requirements and must be sent to the billing address specified in the order separately after orders have been fulfilled. Order numbers must be indicated. All accounting documents must be attached.

(3) Electronic invoices must meet the legal requirements for entitlement to input tax deduction (digital signature).

(4) Improper or unverifiable invoices do not trigger payment deadlines.

(5) Invoices for partial services are inadmissible, unless otherwise agreed. Invoices for partial services must always be expressly marked as such.

(6) Original invoices may not be attached to the delivery of goods.

12. Terms of payment

(1) Payments are only due after receipt of goods and invoice as well as the occurrence of the agreed delivery date.

(2) Unless otherwise agreed, payments shall be made within 10 days of delivery and receipt of invoice, less 3% discount, or within 30 days net.

(3) Discount deduction is also permissible if ABC offsets or withholds payments in a reasonable amount due to defects; the payment period begins after complete elimination of the defects.

(4) Payments do not imply recognition of the service as being in accordance with the contract.

(5) ABC shall only be in default if no payment is made in response to a reminder from the Contractor which has been issued after the due date.

(6) If advance payments have been contractually agreed, these advance payments shall not be due until ABC has received a directly enforceable, open-ended, unconditional and first-demand advance payment guarantee from a bank or public-law savings bank subject to the supervision of the Federal Office of Financial Services for the advance payment amount.

13. Offsetting / Assignment

(1) ABC is entitled to offset all claims that a company of the ABC Group has against the Contractor against claims from the individual orders.

(2) Insofar as ABC is entitled to claims against other companies belonging to the same group as the Contractor, ABC shall be entitled to withhold payments until the claims against this company have been settled.

(3) Assignments and other transfers of rights and obligations of the Contractor outside the scope of § 354 a HGB are excluded.

14. Rights of use and property rights

(1) ABC may use the subject matter of the contract, including the underlying patent and other property rights, in its Group division without restriction and indefinitely. This right of use also entitles to changes to the subject matter of the contract and also includes illustrations, drawings, calculations, analysis methods, recipes and other works produced or developed by the Contractor during the conclusion and execution of the contract. For the purpose of replicating spare and spare parts as well as for modification, ABC may transfer documents to third parties.

(2) The Contractor guarantees that the rights of third parties, in particular its subcontractors, do not conflict with the granting of the right of use and shall indemnify ABC against all claims in this respect.

(3) The limitation period for the liability of freedom from conflicting property rights is 10 years, calculated from the conclusion of the contract.

15. Retention of title / provision / tools

(1) If ABC provides parts to the Contractor, ABC retains title thereto. Processing or transformation by the Contractor shall be carried out for ABC. If these parts are processed with other items not belonging to ABC, ABC shall acquire co-ownership of the new item in the ratio of the value of the item (purchase price plus VAT) to the other processed items at the time of processing.

(2) If the parts provided by ABC are inseparably mixed with other items not belonging to ABC, ABC shall acquire co-ownership of the new item in the ratio of the value of the parts (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Contractor's item is to be regarded as the main item, it shall be deemed agreed that the Contractor shall transfer proportionate co-ownership to ABC; the Contractor shall keep the sole ownership or co-ownership in safe custody for ABC.

(3) Insofar as the Contractor is contractually obliged to manufacture tools / machines, these shall become the property of ABC after completion and payment of the production costs. If the tools / machines for the production of parts remain with the Contractor, the handover of the tool / machine shall be replaced by the fact that the Contractor owns the tools / machines for ABC and ABC acquires indirect possession. ABC and AN are already in agreement on this. The tools / machines are provided to the Contractor by ABC only for production purposes. ABC is entitled at any time to demand the return of the tools / machines from the Contractor. In addition, the provisions referred to in paragraph 4 shall apply.

(4) ABC retains title to the tools / machines made available to the Contractor. The Contractor is obliged to use the tools / machines exclusively for the production of the goods ordered by ABC. The Contractor is also obliged to insure the tools / machines belonging to ABC at replacement value at its own expense against fire, water and theft damage. At the same time, the Contractor hereby assigns to ABC all claims for compensation arising from this agreement; ABC accepts the assignment. The Contractor is obliged to carry out any necessary maintenance and inspection work on ABC's tools / machines as well as all servicing and repair work at its own expense in good time. He must notify ABC immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.

(5) All documents handed over by ABC remain the property of ABC. They may not be made accessible to third parties and must be returned to ABC in full, unsolicited after execution of the contract. Special experts and subcontractors engaged by the Contractor shall not be deemed to be third parties if they have undertaken to maintain secrecy vis-à-vis the Contractor in the same way. The Contractor shall be liable for all damages incurred by ABC as a result of the breach of this obligation.

16. Confidentiality and data protection

(1) The Contractor is obliged to treat all technical and commercial information from and about ABC, which he receives during the execution of the contract, without restriction confidentiality. This does not apply to information that was already known to the Contractor upon receipt or that is generally freely accessible.

(2) The Contractor is obliged to observe the statutory provisions on data protection, including the written obligation of employees in accordance with § 5 BDSG. He must also impose these obligations on all persons entrusted by him with the execution of the contract.

17. Publication / Advertising

An evaluation or disclosure of the existing business relationships with ABC in publications or for advertising purposes is only permitted with the express prior consent of ABC.

18. Miscellaneous

(1) The place of performance for the services of the Contractor is the registered office company of ABC, unless another place of delivery is specified.

(2) The contractual relationship shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(3) Insofar as the Contractor is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the specified registered office of ABC shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship. However, ABC shall also be entitled to sue at the place of jurisdiction of the Contractor.

(4) Should individual provisions of these terms and conditions be or become invalid or unenforceable, the remaining provisions shall remain valid. The contracting parties are obliged to replace the invalid / unenforceable provision from the beginning of the invalidity / unenforceability by a provision that is as similar as possible in economic terms.

B. Special conditions for contracts for work and services, contracts for work and services

1. Scope / Deviations

(1) These special terms and conditions apply in addition to the General Terms and Conditions of Purchase of the companies of the ABC Group in the event of the existence of a contract for work and services.

(2) The receipt of the goods described in the General Terms and Conditions shall be replaced by the acceptance of the goods in the case of a contract for work and services and by the provision of services in the case of a service contract.

2. Change of performance

(1) Contractor ABC shall immediately notify ABC in writing of any changes/extensions to the scope of the contract, the necessity of which only becomes apparent upon execution of the contract. The changes / extensions shall only become legally effective with the written consent of ABC.

(2) The Contractor shall check any change requests from ABC within 10 working days for possible consequences and inform ABC of the result in writing. In particular, effects on costs as well as the schedule and schedule must be shown. If ABC decides to implement the changes, the contracting parties shall adapt the contract accordingly in writing.

3. Use of subcontractors

(1) The involvement of subcontractors and suppliers requires the prior written consent of ABC.

(2) Subcontracted goods shall be subject to strict quality control by the Contractor. The reference to the outgoing goods inspection at the supplier is inadmissible.

(3) If the Contractor uses subcontractors without prior written consent, ABC shall have the right to withdraw from the contract and/or to claim damages.

4. Reminder

The Contractor is obliged to inform ABC immediately in writing of any concerns about the intended type of execution or about the performance of other entrepreneurs.

5. Change of staff

(1) ABC is entitled, for good cause, to demand a replacement of the personnel working on ABC's premises. This applies in particular if there are reasonable doubts about the experience and/or qualification or if occupational safety / environmental protection regulations are not observed. In this case, the Contractor undertakes to provide a qualified replacement without delay. The agreed dates remain unaffected by this.

(2) A replacement of the staff by the Contractor requires the consent of ABC.

(3) All costs associated with a change of personnel shall be borne by the Contractor.

(4) For a reasonable induction period, no costs will be charged to the employee.

6. Entering the factory premises

(1) Entry into the factory premises must be announced in good time.

(2) The instructions of ABC's specialist personnel must be followed.

7. Acceptance

(1) In the case of a contract for work and services or a contract for work and materials, ABC will accept the goods / services within a reasonable period of time.

(2) Acceptance may also be refused due to insignificant defects.

(3) In all other respects, the statutory provisions shall apply.

(Status: March 2017)