General Terms and Conditions (GTC)

 

General Terms and Conditions of Sale and Delivery

DILO Armaturen und Anlagen GmbH

DILO Grid Solutions GmbH

DILO Hydrogen GmbH

Frundsbergstr. 36, 87727 Babenhausen

DILO Service GmbH

Schöneggweg 22A, 87727 Babenhausen

(02/2026)

1. Scope, Form

1. These General Terms and Conditions (GTC) apply to all business relationships between DILO Armaturen und Anlagen GmbH, DILO Service GmbH, DILO Grid Solutions GmbH and DILO Hydrogen GmbH (hereinafter referred to as DILO in each case) and their respective customers (Contractual Partner). The GTC only apply if the Contractual Partner is an entrepreneur (within the meaning of Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
    
2. These GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods") and the provision of services by DILO or a third party on behalf of DILO, irrespective of whether DILO has manufactured the goods itself or purchased them from suppliers (Sections 433, 650 BGB). In the following, the delivery of goods or the provision of services is summarized under the term DILO Products.
    
3. Unless otherwise agreed, the GTC in the version valid at the time of the Contractual Partner's order or in any case in the last version communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case. The current version of the GTC can be viewed at www.dilo.eu/en/gtc
    
4. These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Contractual Partner shall only become part of the contract if and to the extent that DILO has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if DILO carries out or has carried out the delivery to the Contractual Partner without reservation in the knowledge of the Contractual Partner's general terms and conditions.
    
5. Individual agreements made with the Contractual Partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
    
6. Declarations and notifications by the Contractual Partner in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).
    
7. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
    

2. Conclusion of Contract

1. Offers are subject to change and non-binding. This also applies if DILO has provided the Contractual Partner with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which DILO has reserved property rights and copyrights.
    
2. The order of DILO Products by the Contractual Partner is deemed to be a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within four (4) weeks of its receipt by us.
    
3. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of DILO Products or by provision of the service to the Contractual Partner.
    
4. Acceptance of the contract is subject to the provision that there are no obstacles due to national and/or international legal provisions, in particular European and (US re-) export control laws, as well as embargo regulations or other export restrictions of a national or international nature.
    
5. When reselling and passing on DILO Products to third parties, the Contractual Partner must comply with the applicable provisions of national and international (in particular US re-) export control law. In any case, the Contractual Partner must observe and comply with the (re-)export control regulations of the Federal Republic of Germany, the European Union and the United States of America when reselling DILO Products to third parties.
    
6. The Contractual Partner undertakes vis-à-vis DILO, in the event of the resale and transfer of DILO Products to third parties, in particular to check and take appropriate measures to ensure that:
   
   a. the terms and conditions of all relevant and currently applicable sanctions lists of the European Union and, if relevant, of the United States of America regarding legal transactions with companies, persons or organizations listed therein are complied with;
   
   b. it does not violate an embargo of the European Union, the United States of America, if relevant, and/or the United Nations - also taking into account any restrictions on domestic business and any prohibitions on circumvention - by selling or transferring DILO Products or providing services related to them to third parties; and
   
   c. DILO Products are expressly not supplied to third parties for military, in particular prohibited or subject to authorization, armaments-related, nuclear or weapons-related use, unless the necessary authorizations have been obtained and do not violate other currently valid international sanctions regulations.'
    
7. If export control checks are carried out within DILO or at the request of external authorities, the Contractual Partner must, at DILO's request, immediately provide DILO with all information and/or documentation available to it about
   
   a. the final recipient (name, address, contact details of a contact person)
   b. the end-use (company, address, contact details of a contact person)
   c. the intended use
   
   of the DILO Products supplied by the Contractual Partner to third parties and any services provided by the Contractual Partner in this connection, as well as any export control restrictions applicable in this respect.
    
8. The Contractual Partner must immediately and fully indemnify DILO against all claims asserted against DILO by authorities or other third parties due to the Contractual Partner's failure to comply with or breach of the above export control obligations and undertakes to compensate DILO for all damages and expenses (legal fees, etc.) incurred by DILO in this connection. In this context, DILO is entitled to demand advance payments.
    
9. If the Contractual Partner instructs DILO to deliver directly to a third party (customer of the Contractual Partner), the Contractual Partner must provide DILO in particular with the test results described in paragraphs 6 and 7, as well as information on the final recipient, end-use, and intended use, prior to delivery by DILO to the third party. If it becomes apparent that the delivery violates applicable provisions of national and international (in particular US re-) export control law, DILO is entitled to withdraw from the contract with the Contractual Partner and claim damages from the Contractual Partner for breach of export control obligations in accordance with paragraph 8.
    

3. Delivery Time and Delay in Delivery

1. The delivery time shall be agreed individually or specified by DILO upon acceptance of the order (order confirmation). A transaction for delivery by a fixed date is only established if this is expressly agreed.
    
2. If DILO is unable to meet binding delivery deadlines for reasons for which DILO is not responsible (non-availability of the service), DILO shall inform the Contractual Partner of this immediately and, if possible, inform the Contractual Partner of the expected new delivery deadline. If the service is no longer available, DILO is entitled to withdraw from the contract in whole or in part; DILO shall immediately reimburse any consideration already paid by the Contractual Partner. A case of non-availability of the service in this sense is in particular the failure of a DILO supplier to deliver to DILO on time if DILO has concluded a congruent hedging transaction, neither DILO nor the supplier is at fault or DILO is not obliged to procure the service in the individual case.
    
3. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Contractual Partner is required.
    
4. In the event of violations of export control law, both parties may withdraw from/terminate the contract or cancel the remaining partial services.
    
5. Delays due to import or export controls suspend delivery times.
    
6. The Contractual Partner's rights pursuant to Section 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
    

4. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

1. Delivery shall be made FCA Babenhausen (Incoterms 2020), which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Contractual Partner, DILO Products will be shipped to another destination (sale by dispatch). Unless otherwise agreed, DILO is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself. Packaging material will not be taken back.
    
2. In the case of intra-community deliveries to another EU member state, the Contractual Partner is obliged to submit the relevant documentary evidence (in particular confirmation of arrival) in a timely manner (within three (3) months) to maintain VAT exemption. If DILO does not receive these documents, DILO must invoice 19% VAT, payable by the Contractual Partner.
    
3. The risk of accidental loss and accidental deterioration of DILO Products is transferred to the Contractual Partner at the latest upon delivery. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of DILO Products as well as the risk of delay shall already pass upon delivery of DILO Products to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed upon, it is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance. If the Contractual Partner is in default of acceptance of the service, the risk shall pass to the Contractual Partner.
    
4. Serious events, such as in particular force majeure, labor disputes, unrest, war or terrorist conflicts, which have unforeseeable consequences for the performance of services, shall release the Parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they are in default. This does not imply automatic termination of the contract. The Parties are obliged to notify each other of such an impediment and to adjust their obligations to the changed circumstances in good faith.
    
5. If the Contractual Partner is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Contractual Partner is responsible, DILO is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs and, if applicable, customs costs - see in particular 5.3. etc.).
    

5. Import License, Import Eligibility and Export Costs

1. The Contractual Partner shall procure the import license and all approvals, permits or other documents required in connection with the import into the country of use and any transport via third countries, in particular that the import procedures are carried out in accordance with customs and export control regulations. The Contractual Partner shall bear the risk of an import ban at the time of conclusion of the contract.
    
2. The Contractual Partner shall only bear the risk for subsequent import bans if and to the extent that such a ban was recognizable at the time the contract was concluded upon careful inspection. In the event of a dispute, the Contractual Partner must prove that it has carried out all appropriate and necessary checks.
    
3. Any costs, customs duties or levies etc. incurred in connection with the export and import of DILO Products shall be borne by the Contractual Partner. This also includes the costs incurred if a subsequent import ban is determined.
    

6. Prices and Terms of Payment

1. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply exclusively in EUR, namely FCA Babenhausen (Incoterms 2020), plus any applicable statutory value added tax in the respective valid amount.
    
2. In the case of a sale by dispatch (Section 4 para. 1), the Contractual Partner shall bear the transport costs ex works Babenhausen (FCA Babenhausen, Incoterms 2020) and the costs of any transport insurance requested by the Contractual Partner. Any customs duties, fees, taxes and other public charges shall be borne by the Contractual Partner.
    
3. DILO reserves the right to charge a corresponding minimum quantity surcharge for orders with a DILO Product value of less than EUR 50 net.
    
4. Payment is due and payable in accordance with the terms of payment agreed in the order confirmation sent by DILO. DILO is entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. DILO shall declare a corresponding reservation at the latest with the order confirmation.
    
5. Upon expiry of the aforementioned payment period, the Contractual Partner shall be in default. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. DILO reserves the right to claim further damages for default.
    
6. The Contractual Partner shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Contractual Partner's counter-rights shall remain unaffected, in particular pursuant to Section 8 (6) sentence 2 of these GTC.
    
7. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that DILO's claim to the price is or will be jeopardized by the Contractual Partner's inability to pay, DILO is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), DILO may declare its withdrawal either in full or in part immediately.

7. Retention of Title

1. DILO retains title to DILO Products sold (retention of title) until full payment of all current and future claims of DILO against the Contractual Partner arising from the contract and/or an ongoing business relationship (secured claims).
    
2. DILO Products, subject to retention of title, may not be pledged or transferred as security to third parties until the secured claims have been paid in full. The Contractual Partner must inform DILO immediately in writing if an application is made to open insolvency proceedings or if third parties seize DILO Products belonging to DILO (e.g. seizures).
    
3. In the event of breach of contract by the Contractual Partner, in particular non-payment of the purchase price due, DILO is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of DILO Products based on the retention of title. The demand for return does not at the same time include a declaration of withdrawal; rather, DILO is entitled to demand only the return of DILO Products and to reserve the right to withdraw from the contract. If the Contractual Partner does not pay the price due, DILO may only assert this right if the Contractual Partner has previously been set a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.
    

8. Claims for Defects

1. The statutory provisions shall apply to the rights of the Contractual Partner in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.
    
2. The warranty period shall be 12 months from the date of dispatch (EXW date) of the delivery and shall not be interrupted by any subsequent improvements or subsequent performance.
    
3. The basis of DILO's liability for defects is primarily the agreement reached on the quality of DILO Products. All product and service descriptions that are the subject of the individual contract or that have been made public by DILO (in particular in catalogs or on the DILO website "www.dilo.eu") are deemed to be an agreement on the quality of DILO Products.
    
4. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not. DILO accepts no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
    
5. DILO is not liable for defects of which the Contractual Partner is aware at the time of conclusion of the contract or is grossly negligent (Section 442 BGB). The Contractual Partner's claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects. In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect is discovered during delivery, inspection or at any later point in time, DILO must be notified immediately in writing. Obvious defects must be reported in writing within five (5) working days of delivery and defects that are not recognizable during the inspection must be reported in writing within the same period of time from discovery. If the Contractual Partner fails to properly inspect the goods and/or report defects, DILO's liability for the defect not reported or not reported in time or not reported properly is excluded in accordance with the statutory provisions. This also applies to goods intended for assembly, mounting or installation, if the defect only becomes apparent after corresponding processing due to a breach of these obligations; in this case, the Contractual Partner shall in particular not be entitled to claim compensation for the corresponding costs ("removal and installation costs").
    
6. If the delivered item is defective, DILO may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). DILO's right to refuse subsequent performance under the statutory conditions remains unaffected.
    
7. DILO is entitled to make the subsequent performance owed dependent on the Contractual Partner paying the purchase price due. However, the Contractual Partner is entitled to retain a reasonable portion of the purchase price in proportion to the defect, provided that the defect has been recognized by DILO.
    
8. The Contractual Partner must give DILO the time and opportunity required for the subsequent performance owed, in particular to hand over the DILO Products complained about for inspection purposes; however, the Contractual Partner has no right of return. In the event of a replacement delivery, the Contractual Partner must return the defective item to DILO in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if DILO was not originally obliged to install it. The Contractual Partner's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.
    
9. The expenses required for the purpose of inspection and subsequent performance, in particular transport, customs, travel, labor and material costs and, if applicable, dismantling and installation costs, shall be borne or reimbursed by DILO in accordance with the statutory provisions if a defect exists. Otherwise, DILO may demand reimbursement from the Contractual Partner for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs) if the Contractual Partner knew or could have recognized that there was in fact no defect.
    
10. Claims of the Contractual Partner for damages or reimbursement of wasted expenditure shall also exist in the event of defects only in accordance with Section 9 and are otherwise excluded.
     

9. Other Liability

1. Unless otherwise stated in these GTC, including the following provisions, DILO shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
    
2. DILO shall be liable for damages - irrespective of legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, DILO shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in its own affairs), for
   
   a. for damages resulting from injury to life, limb or health,
   b. for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the Contractual Partner regularly relies on and may rely); in this case, DILO's liability is limited to compensation for foreseeable, typically occurring damages.
    
3. The limitations of liability resulting from paragraph 2 also apply to breaches of duty by or in favor of persons for whose fault DILO is responsible according to statutory provisions. They do not apply if DILO has fraudulently concealed a defect or has assumed a guarantee for the quality of DILO Products and for claims of the Contractual Partner under the Product Liability Act.
    
4. The Contractual Partner may only withdraw from or terminate the agreement due to a breach of duty that does not consist of a defect if DILO is responsible for the breach of duty. A free right of termination on the part of the Contractual Partner is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
    
5. If the Contractual Partner or a third party independently makes changes, repairs or adjustments to the goods delivered by DILO without the prior consent of DILO, the warranty shall lapse with immediate effect. This also applies to goods that have been damaged due to improper handling, operation or installation. Warranty claims shall only be valid if all maintenance work on the delivered goods is carried out in accordance with the maintenance schedule and exclusively by a DILO service technician or trained personnel authorised by DILO. Maintenance carried out by unauthorised personnel or deviations from the maintenance schedule will result in the exclusion of the warranty, insofar as the defect is based on this.

10. Statute of Limitations

1. The general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
    
2. If DILO Products are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (Section 438 Para. 1 No. 2 BGB). Other special statutory provisions on the limitation period remain unaffected (in particular Section 438 Para. 1 No. 1, Para. 3, Sections 444, 445b BGB).
    
3. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Contractual Partner based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Contractual Partner's claims for damages pursuant to Section 9 (2) sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

11. Choice of Law and Place of Jurisdiction

1. These GTC and the contractual relationship between DILO and the Contractual Partner shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
    
2. The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the competent court at the registered office in Babenhausen. However, DILO is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the general place of jurisdiction of the Contractual Partner. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

 

General Terms and Conditions of Purchase

of

DILO Armaturen und Anlagen GmbH

DILO Grid Solutions GmbH

DILO Hydrogen GmbH

Frundsbergstr. 36, 87727 Babenhausen

 

DILO Service GmbH

Schöneggweg 22A, 87727 Babenhausen

(01/2026)

 

General information / Scope

Our General Terms and Conditions of Purchase apply to all business relationships with our business partners and suppliers ("Sellers") insofar as the Sellers are entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law.

 

Our Terms and Conditions of Purchase, in their respective versions, also apply as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same seller, without us having to refer to them specifically in each individual case. We will notify sellers of any changes to our Terms and Conditions of Purchase without delay.

 

Our Terms and Conditions of Purchase apply exclusively, i.e., deviating, conflicting, or supplementary general terms and conditions of the seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in all cases, for example, even if the seller refers to its general terms and conditions in the order confirmation and we do not expressly object to this. This also applies with regard to the waiver of the written form requirement.

 

If we enter into individual agreements with the seller, these shall in any case take precedence over our terms and conditions of purchase. Such individual agreements shall only exist if a written contract has been concluded or if we have confirmed the individual agreements in writing.

 

Legally relevant declarations and notifications that are to be made to us by the seller after conclusion of the contract (e.g., setting of deadlines, reminders, declaration of withdrawal, etc.) are only effective if they are made in writing. Written form within the meaning of these Terms and Conditions of Purchase includes written and text form (e.g., letter, email). Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.

 

Insofar as we refer to statutory provisions in our Terms and Conditions of Purchase, these references are for clarification purposes only. Insofar as statutory provisions have not been directly amended or expressly excluded in our Terms and Conditions of Purchase, the statutory provisions shall therefore apply.

 

§ 1

Conclusion of contract

(1) Our order shall only become binding once it has been submitted by us in writing or confirmed by us in writing. For the purpose of correction or completion prior to acceptance, the seller shall notify us of any obvious errors (e.g., typing or calculation errors) and incompleteness in the order, including the order documents; otherwise, the contract shall be deemed not to have been concluded.

 

(2) The seller shall confirm our order in writing within a period of 5 working days or, in particular, execute it without reservation by dispatching the goods (acceptance). Late acceptance by the seller shall be deemed a new offer and require acceptance by us.

 

§ 2

Delivery time and delay in delivery

(1) The delivery times specified by us in the order are binding. If we have not specified delivery times in the order and they have not been agreed otherwise, the delivery time shall be 1 calendar week from the conclusion of the contract. If the seller anticipates that it will not be able to meet the delivery time, it must notify us immediately in writing.

 

(2) If the seller fails to perform or does not perform within the agreed delivery time or if he is in default, our rights shall be determined in accordance with the statutory provisions. Paragraph 3 remains unaffected.

 

(3) If the seller is in default, we may—without prejudice to further legal claims—demand lump-sum compensation for our damage caused by the delay in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late. The seller reserves the right to prove that we have incurred no damage at all or only significantly less damage, while we reserve the right to prove that higher damage has been incurred.

 

§ 3

Performance, delivery, transfer of risk, default of acceptance

(1) The seller bears the procurement risk for the performance incumbent upon him, unless otherwise agreed in individual cases. Without our prior written consent, the seller is not entitled to have the performance owed by him carried out by third parties (e.g., subcontractors).

 

(2) Within Germany, the ordered goods shall be delivered "free domicile" to the location specified in the order. The respective destination of the delivery and any subsequent performance shall also be the place of performance (obligation to deliver).

 

(3) Each delivery must be accompanied by a delivery note stating the date (of issue and dispatch), the contents of the delivery (item number and quantity), and our order reference (date and number). If such a delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. The seller must send us a separate shipping notice with the same content as the delivery note.

 

(4) The risk of accidental loss and accidental deterioration of the goods shall only pass to us upon delivery at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis in the event of acceptance. Delivery or acceptance shall be deemed to have taken place if we are in default of acceptance.

 

(5) The statutory provisions shall apply to the occurrence of our default in acceptance. However, the seller must expressly offer us its performance even if a specific or determinable calendar time has been agreed for an action or cooperation to be performed by us (e.g., provision of material).

 

§ 4

Prices and terms of payment

(1) The price stated in the order is binding. All prices include statutory sales tax, unless this is shown separately.

 

(2) The price includes all services and ancillary services provided by the seller as well as all ancillary costs (e.g., proper packaging, transport costs including any transport and liability insurance), unless otherwise agreed in individual cases. The seller must take back packaging material at our request.

 

(3) Unless otherwise agreed in individual cases, the agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice. If we make payment by bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline. We shall not be responsible for delays caused by the banks involved in the payment process.

 

(4) We do not owe any interest on arrears. The statutory provisions apply to late payments.

 

(5) We are entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we still have claims against the seller for incomplete or defective services.

 

(6) The seller shall only have a right of set-off or retention for legally established or undisputed counterclaims.

 

§ 5

Confidentiality and retention of title

(1) We reserve the right of ownership and copyright to all illustrations, plans, drawings, calculations, execution instructions, production descriptions, and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents shall be kept secret from third parties. This shall also apply after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets remain unaffected.

 

(2) This applies accordingly to tools, substances, and materials (e.g., software, finished and semi-finished products), templates, samples, and other items that we provide to the seller for production. It is the seller's responsibility to store such items, as long as they are not processed, and to insure them adequately against loss and destruction. If we transfer materials, parts, semi-finished or finished products to the seller for safekeeping, treatment, processing, refinement or other services, this shall be at our expense. The seller shall take custody of the items provided and undertakes to treat them with the care of a prudent businessman in accordance with the agreed specifications.

 

(3) The seller is obliged to inspect the material provided for obvious defects and concerns regarding material suitability before starting processing. Any defects or concerns identified must be reported to us in writing immediately, at the latest within 5 working days of discovery, stating the reasons. If the seller fails to notify us, it shall be liable for all damages resulting from obvious and unreported defects or concerns.

 

(4) Any combination, mixing, and processing of items provided by the seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(5) The transfer of ownership of the goods to us must take place unconditionally and regardless of payment of the price. However, if, in individual cases, we accept an offer of transfer of ownership from the seller conditional upon payment of the purchase price, the seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to further process the goods with advance assignment of the resulting claims (alternatively, simple retention of title extended to resale applies). This also applies before we have paid the purchase price. This excludes all other forms of retention of title, in particular extended retention of title, transferred retention of title, and retention of title extended to further processing.

 

§ 6

Defective delivery

(1) The seller shall be liable in accordance with the statutory provisions, in particular for ensuring that the goods have the agreed quality when the risk is transferred to us. In any case, the product descriptions that are the subject of the respective contract, in particular by designation or reference in our order, or that have been included in the contract in the same way as these terms and conditions of purchase, shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the seller, or the manufacturer.

 

(2) We are not obliged to inspect the goods or make special inquiries about any defects upon conclusion of the contract. Notwithstanding § 442 (1) sentence 2 BGB, we shall be entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.

 

(3) Our commercial obligation to inspect the goods pursuant to Section 377 HGB is limited to defects that become apparent during our incoming goods inspection, including an external examination and the delivery documents, as well as during our quality control in random sampling (e.g., transport damage, incorrect or short delivery). If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our notice of defects shall be deemed to have been given immediately and in good time if it is sent within 6 working days of discovery or, in the case of obvious defects, of delivery.

 

(4) Subsequent performance also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, shall be borne by the seller even if it turns out that there was in fact no defect. Our liability for damages in the event of unjustified demands for the rectification of defects shall remain unaffected; however, in this respect we shall only be liable if we recognized or failed to recognize through gross negligence that there was no defect.

 

(5) The obligation to provide subsequent performance shall be fulfilled by the seller, at our discretion, either by remedying the defect or by delivering a defect-free item. If the seller does not fulfill its obligation to provide subsequent performance within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the seller for the necessary expenses or a corresponding advance payment. If the subsequent performance by the seller has failed or is unreasonable for us (e.g., due to particular urgency, endangerment of operational safety, or the threat of disproportionate damage), no deadline needs to be set; we shall inform the seller of such circumstances immediately, if possible in advance.

 

(6) In all other respects, we are entitled to assert our rights in accordance with the statutory provisions in the event of a material defect or defect of title.

 

§ 7

Supplier recourse

We are entitled to unlimited recourse claims within a supply chain in addition to our claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance that we owe our customer in the individual case. This does not restrict our statutory right of choice. The claim for defects actually granted by us to a customer shall also be deemed to be actually owed to the seller if we have notified the seller of the customer's complaint before acknowledging or fulfilling the claim for defects, but the seller has not responded within a reasonable period of time or no amicable solution could be reached. In this case, the seller may provide evidence to the contrary.

 

§ 8

Producer liability

(1) If the seller is responsible for product damage, they shall indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they are themselves liable in the external relationship.

 

(2) As part of its indemnification obligation, the seller shall reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising in connection with claims by third parties, including recall campaigns carried out by us. We shall inform the seller of the content and scope of recall measures, as far as possible and reasonable, and give him the opportunity to comment. Further legal claims remain unaffected.

 

(3) The seller shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 10 million per personal injury/property damage.

 

§ 9

Limitation

(1) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply mutatis mutandis to claims arising from defects of title, whereby the statutory limitation period for third-party claims for surrender of property (§ 438 (1) No. 1 BGB) shall remain unaffected; Claims arising from defects of title shall not become time-barred in any case as long as the third party can still assert the right against us, in particular in the absence of a limitation period.

 

(2) The limitation periods of the law of sale, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods under sales law leads to a longer limitation period in individual cases.

 

§ 10

Choice of law and place of jurisdiction

(1) These Terms and Conditions of Purchase and all legal relationships between us and the seller shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The effects and prerequisites of the retention of title shall be subject to the law of the respective place of storage of the goods, insofar as the choice of law in favor of German law is inadmissible or ineffective according to that law.

 

(2) The exclusive, including international, place of jurisdiction for all disputes arising from the contractual relationship is our place of business in the judicial district of Memmingen. However, we are also entitled to bring legal action at the place of performance of the delivery obligation. The place of jurisdiction shall only apply if the seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.