GENERAL TERMS AND CONDITIONS OF PURCHASE

for use vis-à-vis companies

MAICO ELEKTROAPPARATE-FABRIK GmbH – Villingen-Schwenningen

(as of June 2018)

Unless otherwise agreed in writing, the following terms and conditions apply to our orders. Any other terms and conditions of the Supplier shall only apply if they are expressly accepted by us; they shall not form part of the contract without express written acknowledgement, even if they are mentioned in the order acceptance. The same applies if we accept the ordered goods in whole or in part or make payments; the fulfilment of the order by the Supplier shall be deemed as acceptance of our terms and conditions below, even without written confirmation. Verbal orders for goods with a value of more than € 300.00, as well as verbal agreements, require written confirmation by us in order to be valid. Verbal orders require our written order to be valid. The purchaser may correct any typing errors, calculation errors or obvious inaccuracies contained in orders - even after conclusion of the transaction - without the purchaser suffering any disadvantages as a result. Additional conditions apply to the purchase of machines, appliances, etc.

These terms and conditions shall also apply to all future transactions with the Supplier and only to merchants.

I. Offers

Offers must be submitted bindingly and free of charge.

II. Orders, conclusion of contract

Orders and other declarations are only binding if they are issued or confirmed by us in writing.
The Supplier must confirm our order in writing within 5 working days, stating our order reference. Any confirmation received after this period shall be deemed a new binding offer. The confirmation must show the price, discount, cash discount and earliest binding delivery date.

III. Prices

The prices are fixed prices unless a price escalation clause or a price reservation has been expressly confirmed by us. An order may only be executed at prices higher than those quoted by us with our written consent.
Free delivery to our premises in Villingen-Schwenningen is provided and includes packaging and freight costs. If otherwise agreed, we shall only bear the most favourable freight costs. All costs incurred up to handover to the freight carrier shall be borne by the Supplier.
We reserve the right to recognise excess or short deliveries.

IV. Invoice and payment

Invoices are not to be enclosed with the consignment, but are to be submitted separately for each order, showing the value added tax and stating our order number and the order date in a single copy. A separate invoice shall be issued for each partial delivery. The order details stated on the order form must be repeated in full on the invoice. The invoice must be issued in accordance with § 14 UStG [Value Added Tax Act].
Payment including value added tax shall be made at our discretion within 14 days with a 3% cash discount, within 30 days with a 2% cash discount or within 90 days net after complete delivery (receipt of goods) and receipt of invoice. The date of receipt of the invoice shall be the date of the receipt stamp of our post office. The payment periods do not begin before the agreed delivery date. Any agreed down payments and interim payments do not constitute recognition of the contractual conformity of the service.
We do not accept payment by cash on delivery or prepayment.
Our payments are always subject to correction in the event of subsequent complaints. In the event of a defect covered by warranty, we shall be entitled to refuse payment until the defect has been properly remedied.
We shall only assume the costs of insuring the goods if we have requested the insurance in writing.

V. Assignment, offsetting

Without our prior written consent, which may not be unreasonably withheld, the Supplier is not authorised to assign its claims against us or to have them collected by third parties. In the event of extended retention of title, our consent shall be deemed to have been granted.
If the Supplier assigns its monetary claim against us to a third party contrary to sentence 1 without our consent, the assignment shall nevertheless be effective. However, we may, at our discretion, make payment to the Supplier or the third party with discharging effect.
The Supplier is only entitled to offset claims recognised by us or legally established claims or to assert a right of retention due to such claims.

VI. Delivery object

Our order alone shall be decisive for the content, type and scope of the delivery and service. We are entitled to demand changes in the type of execution at any time, as well as corrections of obvious typing or calculation errors and other mistakes.
The drawings, descriptions etc. belonging to the order are binding for the Supplier. However, the Supplier must check them for any discrepancies and notify us immediately in writing of any discovered or suspected errors. The Supplier shall remain solely responsible for drawings, plans and calculations prepared by him, even if these are approved by us.
Insofar as no further requirements are specified in the order, the delivery objects are to be delivered in customary commercial quality and, insofar as DIN or equivalent standards exist, in accordance with these. The delivery objects must be manufactured and equipped in such a way that they comply with the safety regulations in force on the day of delivery, in particular the accident prevention regulations, and correspond to the ergonomic findings.

VII. Provision, means of production

The items provided by us shall be processed and treated as intended on our behalf and shall remain our property at every stage of processing and treatment. In the event of processing other items not belonging to us, we shall be entitled to co-ownership of the newly produced items in the ratio of the value of our provision to the sum of all items used in the production, including the Supplier's expenses for their processing. In this respect, the Supplier also stores the items for us free of charge. The same applies if our ownership is lost through mixing or blending.
We must be informed immediately of any legal or actual impairment of items provided.
The Supplier shall be liable for the loss of or damage to items provided. In the event of accidental loss of or accidental damage to items provided, the Supplier shall have no claim to reimbursement of his expenses for the handling or processing of these items.
Production equipment, such as models, samples, tools, gauges, moulds, devices, drawings, data sheets and the like, which we provide to the Supplier – including in electronic form – or which are manufactured by the Supplier or by third parties for the Supplier according to our specifications, may not be sold, pledged or otherwise passed on to third parties or used or copied in any way for third parties without our written consent. The same shall apply to items manufactured with the aid of these means of production; they may only be supplied to us unless we agree in writing to their use for other purposes. After completion of the order, the means of production must be returned to us immediately in proper condition.
VTools, moulds, devices, templates, films, drawings, engravings, models, samples, data sheets, etc. provided or ordered by us – also in electronic form – shall remain our property or shall become our property upon acquisition or manufacture; the handover shall be replaced by the Supplier storing the items for us. The items must be labelled as our property, comprehensively maintained and repaired and adequately insured. § Section 690 BGB (German Civil Code) does not apply here.
With the ownership, we shall also be entitled to transfer the items to third parties for production. This applies in particular if the Supplier experiences production difficulties. Should we request the Supplier to surrender the items, he must comply with our request without delay and without any right of retention. Notwithstanding this, we are prepared to leave the items in the possession of the Supplier as long as the deliveries are made in accordance with the order, in particular on time and at competitive prices.
If the Supplier violates the provisions of paragraphs 3 and 4, we shall be entitled, without prejudice to further rights, to withdraw from the contract in whole or in part, to claim damages instead of performance or compensation for futile expenses.

VIII. Withdrawal

We are entitled to withdraw from the contract in whole or in part without compensation if the Supplier's creditworthiness or ability to deliver deteriorates to such an extent that, in our opinion, fulfilment of the contract is jeopardised, the Supplier suspends payments, insolvency proceedings are initiated against its assets or the opening of insolvency proceedings is rejected due to a lack of assets.
If, as a result of circumstances for which we are not responsible – in particular due to force majeure – the fulfilment of our contractual obligations becomes impossible or significantly more difficult, we may cancel the contract in whole or in part or demand performance at a later date without the Supplier being entitled to any claims against us as a result

IX. Delivery date

Agreed delivery dates or delivery periods are binding. Delivery periods begin on the day of order.
The day of delivery shall be the day on which the ordered delivery object and the shipping documents have arrived at the receiving centre specified by us or the service has been rendered there.
If it becomes apparent that the delivery date or the delivery period will be exceeded, the Supplier must inform us immediately in writing of the reason and the expected duration.
Exceeding the delivery date or the delivery period triggers the statutory consequences of default, unless the delay is demonstrably due to force majeure on the part of the Supplier or labour disputes for which the Supplier is not responsible. In this case, the Supplier shall in particular be obliged to compensate the damage caused by the delay. The acceptance of late deliveries does not constitute a waiver of damages against the Supplier.
If the Supplier is in default, we shall be entitled to demand a contractual penalty of 0.5% of the order value per week or part thereof, up to a maximum of 5% of the order value and/or delivery, without setting a grace period and at our discretion – without prejudice to further claims for compensation.
In addition, if the delivery date or deadline is exceeded, we are entitled to withdraw from the contract after setting a reasonable deadline. In addition to withdrawal, we are entitled to demand compensation instead of performance or reimbursement of futile expenses, unless the Supplier is not responsible for the delay.

X. Packaging, dispatch, acceptance

If packaging of the delivery object is necessary or customary, the Supplier shall provide sufficient packaging at his own expense. Our packaging instructions from the drawing and/or the order text must be observed.
We shall only pay for packaging material in addition to the agreed price for the delivery if remuneration for this has been expressly agreed. We reserve the right to return valuable packaging material used for shipping to the Supplier's address, charging back the full rental costs or the value of the packaging.
Dispatch must be made to the receiving centre specified by us. Deliveries for which we have to bear freight costs in whole or in part shall be transported by the cheapest means of transport and at the most favourable freight rates for us.
In the case of deliveries with assembly or installation, the risk shall pass to us upon acceptance, in the case of other deliveries upon arrival of the delivery object at the specified receiving centre. Until then, delivery and dispatch shall be at the Supplier's risk, unless we are in default of acceptance.
Costs for transport or breakage insurance will only be assumed by us after prior written agreement.
Despatch notes must be submitted immediately upon dispatch of each individual delivery. A delivery note must be enclosed with each consignment. Our order numbers must be stated in the shipping documents.
If we do not have proper shipping documents upon receipt of the delivery object or if our order and article numbers are not correctly stated in the shipping documents, all additional costs incurred as a result shall be borne by the Supplier. In such cases, we shall also be entitled to refuse acceptance of the delivery at the Supplier's expense. The same applies if the packaging is not only insignificantly damaged on the outside when the delivery object is delivered.
The shipping documents and dispatch notes must be labelled with the order references specified by us. The Supplier shall provide us with dispatch notes immediately after dispatch, which must contain the exact designation, quantity, weight, type and packaging of the goods. If the required shipping documents for a delivery are not delivered on time or the above information is missing from the shipping documents and dispatch notes, the goods shall be stored at the Supplier's expense and risk until the shipping documents arrive or the complete information is provided.
We may also refuse to accept the delivery object if an event of force majeure or other circumstances beyond our control, including labour disputes, make acceptance impossible or unreasonable for us. In such a case, the Supplier shall store the delivery object at its own expense and risk.
In the cases of paragraphs 7 and 8, we shall not be in default of acceptance.
If deliveries not accepted by us or defective goods are returned, the return transport shall be at the Supplier's risk. The equivalent value of the return will be charged to the Supplier.
We accept goods from Monday to Friday from 7:15 am to 11:45 am and from 12:15 pm to 3:30 pm (Fridays only until 3:00 pm).

XI. Guarantee

The Supplier's warranty obligations shall be governed by the statutory provisions, unless otherwise specified below. We shall be entitled, at our discretion, to demand rectification of the defect or delivery of a defect-free item. In urgent cases, we shall be entitled without further ado to remedy the defect ourselves or have it remedied by a third party at the Supplier's expense or to procure a replacement elsewhere. If the Supplier defaults on its warranty obligations, we shall be entitled to withdraw from the contract.
The replacement delivery must be made freight and packaging paid. Returns of unusable goods are free of freight and packaging charges for us. All costs arising from the rectification of defects shall be borne by the Supplier.
Unless otherwise agreed, the guarantee period is 2 years. It shall be extended by the period during which the goods cannot be used due to defects. A new 2-year period begins for replacement deliveries.
Defects that only become apparent during processing or utilisation of the delivered goods can be reported by us immediately after their discovery. In this respect, the Supplier waives the defence of late notification of defects. Our payments do not imply unconditional acceptance of the goods.
If, as a result of a defective delivery, an overall inspection exceeding the usual scope of the incoming goods inspection becomes necessary, the Supplier shall bear the costs for this. In urgent cases, we are authorised to rectify the identified defects ourselves at the Supplier's expense.

XII. Production tests, technical acceptance

We reserve the right to inspect the quality of the material used, dimensional and quantity accuracy and other quality of the manufactured parts as well as compliance with the other provisions of the order at the Supplier's plant and its upstream suppliers during production and prior to delivery.
If we have reserved the right to technical acceptance of the completed delivery object at the Supplier's works by us or a third party commissioned by us, we or the commissioned third party must be notified in writing of readiness for acceptance 14 days before readiness for dispatch. The material acceptance costs shall be borne by the Supplier.
The production tests and/or technical acceptance shall not release the Supplier from his fulfilment and/or warranty obligations.

XIII. Product liability

If damage is caused by a defect in one of the Supplier's products, he shall be obliged to indemnify us against third-party claims for damages on first demand.
In this context, the Supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the Supplier of the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment.
At our request, the Supplier undertakes to take out product liability insurance immediately with a sum insured to be determined by us, but at least with a lump-sum cover of € 5 million per personal injury / property damage. If we are entitled to further claims for damages, these shall remain unaffected.

XIV. Industrial property rights

The Supplier warrants that the delivery and use of the ordered goods does not infringe patents and/or industrial property rights of third parties. The Supplier shall indemnify us in full against any claims asserted by holders of industrial property rights upon first request and shall be obliged to provide us with all support in the defence against third-party claims and to bear the costs thereof. This also applies to deliveries from third parties to the Supplier, which the Supplier passes on to us.

XV. Environmental protection

Environmental protection is an integral part of our general requirements.
One of our basic rules of behaviour is to produce in an environmentally friendly way and reduce energy consumption.
Our Suppliers and service providers are required to support us in achieving these goals as part of their activities. When procuring goods and services, in addition to price and cost-effectiveness, the environmental compatibility and energy efficiency of products is also a key purchasing criterion. We reserve the right to check this with our contractors after consultation in the course of quality audits.
Compliance with our above-mentioned environmental protection rules is the business basis for all our contractual relationships with all suppliers. Non-compliance may result in the termination of the business relationship.
The Supplier undertakes to comply with the relevant statutory regulations on environmental protection and to work to minimise or even avoid adverse effects on people and the environment in its activities. In addition to economic aspects, the energy efficiency of the products on offer is a decisive factor in the awarding of our contracts. In order to take appropriate account of environmental protection and, in particular, energy efficiency aspects, all national requirements and the requirements of the relevant EU directives must be taken into account.
The Supplier shall carry out a quality and environmental control of its products that is suitable in type and scope and corresponds to the state of the art.
We expect the Supplier to constantly align the quality of the products to be delivered to us with the latest state of the art and to inform us of possible improvements and technical changes. However, changes to the delivery object require our prior written consent in all cases.
The Supplier undertakes to fulfil all statutory safety and environmental regulations.

XVI. Tools

If the order includes the assumption of tool and model costs or pro rata tool costs, irrespective of whether these are specifically mentioned or included in the purchase price of the goods, it is agreed that the tools or models are our property. The Supplier undertakes not to use these tools for third-party orders. In particular, it is agreed between us and the Supplier that the Supplier shall take the tools or models into proper safekeeping and care for us free of charge, including adequate insurance against fire, water and theft, and that this shall replace the handover. Should we, at our discretion, be obliged to request the Supplier to hand over the tools or models, the Supplier shall recognise this request without objection.

XVII. General regulations

The law of the Federal Republic of Germany shall apply to all legal relationships arising from or in connection with our orders.
The place of fulfilment is 78056 Villingen-Schwenningen, Germany. If the Supplier is a merchant, the place of jurisdiction is also 78056 Villingen-Schwenningen, Germany. We are also entitled to sue the Supplier at his general place of jurisdiction.
The Supplier may only refer to us with our written consent.
Should individual provisions of these terms and conditions or of the supply contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be reinterpreted in such a way that the legal and economic purpose intended by them is achieved. The same applies if a contractual loophole requiring supplementation becomes apparent during the execution of the contract. The contracting parties undertake to supplement the ineffective provisions immediately with legally effective agreements or to close the contractual loophole.