Terms and Conditions of Purchase of BT Nyloplast GmbH

I. Scope, conflicting terms, future transactions, priority of agreements

These General Terms and Conditions of Purchase (hereinafter referred to as "GTCP") apply to all contracts concluded between us and our suppliers (hereinafter "Supplier"), including all underlying orders and declarations of acceptance. They shall apply exclusively. Any general terms and conditions of the Supplier that are contrary to or deviate from these GTCP shall not be recognized unless we have expressly agreed to their validity in writing in the individual case.

Within an ongoing business relationship, the GTCP shall also apply to all future transactions, even if not expressly referred to again.

Individual agreements with the Supplier (including side agreements, supplements, and amendments) and deviating provisions in our orders or order confirmations shall take precedence over these GTCP.

II. Written or text form, orders, acceptance period

All orders and declarations of acceptance, modifications, other side agreements, and agreements made prior to or upon the conclusion of the contract shall require written or text form (hereinafter "written") to be valid.

Orders must be confirmed in writing by the Supplier without delay, stating the order number. Unless otherwise specified or agreed, we shall be bound by orders for two weeks after receipt.

III. Delivery dates, partial/over/under-deliveries, delay, force majeure, duty to notify, rights of retention and set-off

Unless otherwise agreed in writing, agreed delivery dates and deadlines shall be binding.

Early or partial deliveries as well as over- or under-deliveries shall only be permissible with our written consent or on the basis of a valid agreement.

Unless otherwise agreed, delivery shall be made DDP BT Nyloplast Aichach (Incoterms 2020).

In the event of delivery delays, we shall be entitled to demand liquidated damages of 1% of the value of the delayed goods per full week, up to a maximum of 5%. Our right to assert further claims for damages remains unaffected, as does the Supplier's right to prove lesser damage. Limitations or exclusions of liability by the Supplier shall not be recognized.

Force majeure or other unforeseen events (such as riots, lawful work stoppages or strikes, epidemics/pandemics, natural disasters, import/export bans, governmental measures, etc.) for which neither we nor the Supplier are responsible shall release the affected party from the obligation to perform for the duration of the disruption, but no longer than three months. If performance is permanently impossible, both parties may withdraw from the contract after this period. Statutory rights of termination remain unaffected.

Without prejudice to its liability for failure to meet delivery deadlines, the Supplier shall notify us immediately if circumstances arise or become apparent that indicate that the agreed delivery period cannot be met. This shall also apply in cases of force majeure, operational disruptions, raw material shortages, etc. If this notification is omitted or delayed, the Supplier shall be liable for any damages incurred by us, unless he is not responsible for such failure.

The Supplier may only exercise a right of retention with respect to goods deliveries for uncontested, legally established, or due claims arising from the same legal relationship. Set-off is only permitted if the Supplier’s claim is uncontested, due, or legally established.

IV. Packaging / labeling, return of packaging, place of performance, pricing, transfer of risk, shipping documents / invoices

Unless otherwise agreed, the goods to be delivered shall be properly packaged and labeled in accordance with our instructions. The Supplier shall be liable for any damage incurred by us due to improper packaging or labeling, unless he is not responsible for such failure. Unless otherwise agreed, the Supplier shall be obliged to take back transport packaging at his own expense in accordance with the Packaging Act at the place of performance.

The place of performance for deliveries or services by the Supplier shall – unless otherwise specified or agreed – be Aichach.

Unless otherwise agreed, the prices shall be fixed prices on a DDP basis to BT Nyloplast Aichach (Incoterms 2020), including packaging, transport, customs duties, and insurance, plus statutory VAT.

Unless delivery DDP is agreed and the Supplier is responsible for shipping, he shall choose the most cost-effective mode of transport. If packaging is not included in the price, it shall be charged at cost price.

Unless otherwise agreed and where the carrier is not appointed by us or we ourselves carry out the transport, the Supplier shall bear the risk of accidental loss or damage to the goods.

Shipping documents (delivery notes, packing slips, etc.) shall be enclosed with the consignment. Both the shipping documents and every invoice must indicate the relevant order number, our article number, and the place of destination. Any costs resulting from negligence in this regard shall be borne by the Supplier.

V. Notification of defects

We shall notify the Supplier of obvious defects within 14 days of delivery and hidden defects within 14 days of their discovery.

VI. Liability for defects

Our rights in the event of defects shall be governed by the statutory provisions, supplemented as follows:

The Supplier shall bear all costs incurred for the determination and rectification of defects, including any costs incurred by us.

We shall be entitled, after prior consultation with the Supplier and at his expense, to remedy defects ourselves or have them remedied by third parties.

Unless otherwise agreed, claims for defects shall become time-barred 36 months after delivery. If the goods are used in accordance with their usual purpose as part of a building structure, the limitation period shall be 72 months after delivery.

In the event of a replacement delivery under warranty, a new limitation period of 36 months shall apply from the completion of the remedy, provided the replacement delivery constitutes an acknowledgment of the obligation to remedy and is not made on a goodwill basis. This shall also apply to rectifications.

VII. Intellectual property rights, liability

The Supplier shall deliver goods free of third-party rights, including patents, utility models, copyrights, trademarks, and other intellectual property rights.

He shall be liable for claims arising from the contractual use of the goods due to infringement of such rights and shall indemnify us against all third-party claims, unless we are ourselves responsible.

The indemnification shall cover all costs incurred, including legal defense costs.

The Supplier shall not be liable if production was carried out exclusively on the basis of our drawings or models and he was unaware and not required to be aware of any legal infringements.

Intellectual property rights arising from special orders or joint development shall accrue exclusively to us. If transfer is not possible, we shall be granted an exclusive right of use.

VIII. Liability, limitation periods, indemnification

Unless otherwise provided in these GTCP, statutory provisions on liability and limitation periods shall apply. Limitations or exclusions of liability by the Supplier shall not be recognized.

If the Supplier is responsible for a product liability claim, he shall indemnify us against third-party claims upon first request, provided the cause lies within his sphere of control and organization and he is himself liable to third parties.

IX. Payment, price increases, rights of retention and set-off, prohibition of assignment, retention of title, processing

Unless otherwise agreed, payment shall be made within 14 days of acceptance or delivery and receipt of a proper invoice with a 3% discount or within 30 days net. Invoices not meeting requirements may be rejected.

Price increases after contract conclusion are not permitted.

We reserve all statutory rights of retention and set-off against the Supplier.

The Supplier is not entitled to assign claims without our consent or to have them collected by third parties, except where he has granted a retention of title in the normal course of business.

Ownership of paid goods shall pass to us upon payment at the latest. We do not recognize any extended or prolonged retention of title.

We are entitled to process, sell, or otherwise dispose of the delivered goods in the ordinary course of business.

X. Drawings, material supply, production tools, insurance, confidentiality

Unless otherwise agreed, all materials, models, documents, drawings, samples, tools, etc., provided by us to the Supplier shall remain our property. This shall also apply to items procured or manufactured by the Supplier on our behalf. Reproduction is only permitted for operational purposes and within copyright limits. These items and documents may only be used for the contract with us and must be returned unconditionally upon termination.

The Supplier shall bear the risk of loss or damage to our property, except in cases of normal wear and tear. He shall store, maintain, label, and insure these items at his own expense. Any insurance claims shall be assigned to us.

Goods manufactured based on our models, documents, drawings, samples, or tools may not be sampled, offered, or supplied to third parties. In the event of culpable infringement, the Supplier shall pay a contractual penalty of up to € 20,000 per breach, the appropriateness of which may be reviewed by a competent court in case of dispute.

Both parties undertake to treat all non-public technical and commercial details obtained through the business relationship as trade secrets. This obligation shall remain in force even after termination of the contract. It shall not apply to details that (i) are in the public domain without breach of duty, (ii) were already known at the time of contract conclusion, or (iii) have been lawfully disclosed by third parties without a confidentiality obligation.

Subcontractors must be bound accordingly.

XI. Spare parts

The Supplier is obliged to supply spare parts for the usual technical service life of the delivered goods, but for at least 10 years after the last delivery, under reasonable conditions. If he intends to discontinue this, he shall give us the opportunity to place a final order.

XII. Applicable law, jurisdiction, severability

German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for both parties shall be our registered office if the Supplier is a merchant, legal entity under public law, or public special fund. This also applies if the Supplier has no general place of jurisdiction, moves his place of residence abroad after contract conclusion, or if his place of residence is unknown at the time of filing suit. We reserve the right to sue the Supplier at other legal venues. Statutory provisions on exclusive jurisdiction remain unaffected.

Should any provision of these GTCP be invalid, the remaining provisions shall remain in full force and effect. Statutory provisions shall apply additionally in such cases.

Status: June 2020