General Terms and Conditions of Purchase

1. General Provisions

Contracts (hereinafter “Orders”) with Grötschel GmbH or an affiliated company within the meaning of the German Stock Corporation Act (the companies of the Grötschel Group can be found at www.groetschelgruppe.de) (hereinafter “Client”) are subject to these Terms and Conditions of Purchase, subordinate to the provisions in the Order. For the Client’s orders, only the following Terms and Conditions of Purchase shall apply. Deviating terms and conditions of sale of the Contractor shall only be deemed accepted if they have been confirmed in writing by the Client. Unreserved acceptance of deliveries and services or their payment does not constitute consent to the Contractor’s terms and conditions of sale.

2. Orders/Contracts

a) Orders from the Client must be placed exclusively in writing. They are valid even without a handwritten signature if indicated accordingly on the order form. The order is concluded by the unreserved return of the attached acceptance confirmation.
b) Framework Agreement
If a written framework agreement exists with the Contractor regarding specific delivery/service items, the Client waives the need for an order confirmation upon call-off.

3. Amendment of the Order

If the Client requests an amendment to the delivery/service item, the Contractor must immediately inform the Client in writing of any foreseeable additional or reduced costs and schedule impacts and – if possible – provide proof. If amendments are ordered, they must be carried out, unless the Contractor’s business operations are not equipped to provide the ordered service.

4. Delivery Time

Agreed delivery dates and periods are binding. The decisive factor for compliance with the delivery date or period is the receipt of the goods at the agreed location at the Client’s premises or at the recipient designated by the Client. The Contractor must immediately notify the Client in writing of any recognizable delay in its performance, stating the reasons and the expected duration of the delay. If the Contractor believes it is hindered in the proper execution of the service, it must immediately notify the Client in writing. If it fails to give notice, it can only assert the hindering circumstances if the Client was obviously aware of the facts and their hindering effect.

If a penalty date is agreed in the order and the Contractor defaults on this date, the Client is entitled to demand a contractual penalty. This amounts to – unless otherwise agreed – 1% of the net order value (order value of the order including any supplements) for each calendar day of delay, but not more than 5% of the net order value in total. The Client’s statutory claims for default are not affected by the assertion of the contractual penalty. Any contractual penalty paid will be offset against claims for damages. The Client can also offset the contractual penalty against the final payment. A reservation regarding the assertion of the contractual penalty according to § 341 para. 3 BGB is not required.

5. Delivery

Unless otherwise agreed, all deliveries are made unloaded free to the point of use. Each delivery must be accompanied by a delivery note in duplicate. The delivery note must contain the information prescribed by the Client, in particular the order number, order item, commission number, dimensions, and quantity and weight per item. The Contractor shall bear any additional costs arising from non-compliance with the Client’s shipping regulations. For quantities, weights, and measurements, the values determined during the incoming goods inspection shall be decisive, subject to other proof. The incoming goods inspection shall be carried out promptly within the business processes.

Partial deliveries – unless already provided for in the order – require the Client’s consent and must be marked as such in the shipping documents. The delivery items must be packaged in a customary and appropriate manner. The Client is entitled to prescribe the type of packaging to the Contractor. If the Client returns reusable packaging carriage free to the Contractor, the Client is entitled to a refund equal to the value of the packaging.

6. Invoice and Payment

For each delivery or service, the Contractor must submit an invoice separately from the shipment. The invoice must correspond verbatim to the order descriptions and contain the Client’s order number. Invoices that do not contain this information will be returned by the Client and do not establish a due date. The period for payment of the invoice begins on the working day following the receipt of a proper and verifiable invoice or the acceptance of the goods or service, whichever date is later.

Payment settlement is at the Client’s discretion. Calculated from the date of invoice receipt: within 10 days with a 3% discount, within 30 days with a 2% discount, or within 90 days without deduction. If goods are delivered and accepted before the agreed delivery date, the payment period begins no earlier than the agreed delivery date. For contracts for work or contractually agreed acceptances, the payment period does not begin before acceptance.

In the event of delivery with significant defects, the Client is entitled to withhold payment until proper fulfillment, without loss of discounts, cash discounts, and similar agreed payment benefits.

7. Liability for Defects, Notification of Defects, Quality Control

The Contractor warrants that the delivery items are free from material defects and defects of title. The Client is entitled to inspect the delivery items according to recognized sampling procedures in the ordinary course of business. The Contractor waives the objection of late notification of defects if defects not discoverable during the aforementioned inspection process are reported to the Contractor within the warranty period and immediately after their discovery.

Unless otherwise agreed in writing, claims for defects for the delivery items shall expire 24 months after commissioning or – if no commissioning is planned – after use of the end product; for contracts for work or contracts for the supply of goods to be manufactured or produced, 24 months after acceptance.

The Client is entitled to the statutory claims for defects without restriction. The Contractor must, at the Client’s option, provide rectification or replacement delivery free of charge. The Contractor is entitled to a maximum of two attempts at subsequent performance. If, after notification of a defect, the Client must assume a definitive refusal of performance by the Contractor or if the Contractor is demonstrably unable to perform subsequent performance as quickly as necessary to avert disproportionately large damages, the Client has the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs and expenses.

The same applies if the Contractor has not remedied the defect after the unsuccessful expiry of a reasonable deadline set by the Client in writing.
If the Contractor repeatedly delivers defective or delayed substantially similar or identical deliveries or services after written notification of defects, the Client is entitled to withdraw from the contract. In this case, the Client’s right of withdrawal also includes those deliveries and services that the Contractor is obliged to provide to the Client in the future under this or another contractual relationship.

8. Quality Assurance, Product Safety

Before changing manufacturing processes, materials or supplier parts for the delivery items, relocating production sites, and also changing procedures or facilities for testing the delivery items or other measures that may affect the quality and/or safety of the delivery items, the Contractor must inform the Client in good time before delivery. Changes to the specified specification may not be made without the Client’s consent.
All changes to the delivery items must be documented.

9. Product Liability/Product Recall

In the event that the Client is held liable by a customer or third party due to product liability, the Contractor is obliged to indemnify the Client from such claims, provided and to the extent that the damage was caused by a defect in a delivery item. In these cases, the Contractor shall bear all costs and expenses, including the costs of legal prosecution.

If a safety-relevant defect in the delivery items necessitates a recall action or if this is ordered by an authority, the Contractor shall also bear all costs and expenses for the recall action. The content and scope of such a recall will be coordinated by the Client – as far as possible and reasonable – with the Contractor. The Client is particularly entitled to act on its own behalf in the interest of the Contractor if the Contractor’s business operations are not equipped to carry out the recall action. Otherwise, the statutory provisions apply.

10. Force Majeure/Long-term Delivery Hindrances

Labor disputes, unrest, official measures, and other unforeseeable and unavoidable events shall release the Contractor and the Client from their performance obligations for the duration of the disruption and to the extent of its effect. The affected party must immediately inform the other contracting party comprehensively and undertake everything reasonable to limit the effects of such events. The affected party must immediately inform the other contracting party about the end of the disruption.

In the event of a long-term delivery hindrance or cessation of payments, the other contracting party is entitled to withdraw from the contract with regard to the unfulfilled part. If the Contractor is affected by one of the aforementioned events, it will support the Client to the best of its ability in relocating the production of the delivery item to the Client or a third party, including licensing industrial property rights necessary for production under customary industry conditions.

11. Use of Subcontractors

If the Contractor wishes to commission third parties to provide the service or parts of the service, this requires the Client’s prior written consent.

12. Compliance with the Minimum Wage Act

The Contractor undertakes to comply with the Minimum Wage Act and, through suitable measures, in particular through regular and documented checks at reasonable intervals, ensures that subcontractors or temporary employment agencies commissioned by it or one of its subcontractors also comply with the relevant provisions of the Minimum Wage Act. The Contractor will indemnify the Client against claims from third parties asserted against the Client on the basis of §13 of the Minimum Wage Act.

13. Termination due to Loss of Interest

The Client is entitled to terminate the contract at any time by written declaration if the ordered products can no longer be used in the Client’s business operations due to circumstances arising after the conclusion of the contract. In this case, the Contractor will be compensated for the partial services rendered by it and for unavoidable costs. The Client may demand the surrender of compensated partial services.

14. Intellectual Property Rights

The Contractor warrants that no third-party intellectual property rights are infringed in connection with its delivery. If the Client is held liable for such an infringement, the Contractor must indemnify the Client from all claims and bear all costs and expenses in connection with the claim.

15. Confidentiality and Data Protection

The Contractor must treat the order as a business secret and handle it confidentially. It is liable for all damages incurred by the Client due to the culpable breach of the aforementioned obligation. Amendments and additions to the order must be agreed upon in writing for evidentiary purposes. The Contractor agrees that the Client may store the supplier’s data required within the business relationship and the contracts concluded with the Contractor via EDP and use it solely for its own purposes within the group.

16. Contract Language/Applicable Law and Jurisdiction

The contract language is German. German law applies, excluding conflict of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. Dresden is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Furthermore, the Client is entitled to sue before the court that has jurisdiction at the Client’s registered office or at the Contractor’s registered office.