PURCHASE TERMS AND CONDITIONS

Download PDF: General Terms and Conditions of Purchase

1. General/Scope of Application
We place orders exclusively under our Purchasing Terms and Conditions. We do not recognize any conflicting or deviating terms and conditions of the supplier unless their validity has been expressly agreed to in writing. Our Purchasing Terms and Conditions also apply if we accept the supplier's delivery without reservation, even with knowledge of conflicting or deviating terms and conditions. Furthermore, our Purchasing Terms and Conditions also apply to all future transactions with the supplier if they were incorporated at the beginning of the contractual relationship.
All agreements between us and the supplier must be in writing. The precedence of individual agreements remains unaffected. Should our Purchasing Terms and Conditions or our order contain any gaps, the relevant statutory provisions shall apply.

2. Orders.
The supplier's offers are binding for a period of 6 months from receipt. They must be submitted in duplicate in writing and free of charge. Sample shipments are free of charge. A safety data sheet in accordance with the applicable DIN standards and the packaging return policy must be included.
Our orders, delivery schedules (order and acceptance), and delivery schedule assignments (call-offs) are always made in writing. This written form is also satisfied by electronic transmission such as email or fax. Verbal orders are only binding upon us if we confirm them in writing. Subsequent changes or additions to an order are only valid if made in writing.
The supplier is obligated to accept our order unchanged by means of an order confirmation within a period of 2 weeks from receipt. If acceptance does not occur within this period, we are no longer bound by the order. Delivery schedules become binding at the latest if the supplier does not object within eight days of receipt. In the case of unconditional delivery of the ordered goods, the order is considered accepted under the conditions specified by us, even if no written order confirmation exists. Transferring our order to third parties is only permitted with our prior written consent.
We are entitled to request changes to the design and execution of the delivered goods, provided these changes are reasonable for the supplier. The resulting effects, particularly regarding additional or reduced costs and delivery dates, must be agreed upon and settled amicably. Minimum technical quantities are to be negotiated separately.

3. Delivery of Goods/Delivery Dates/Delivery Schedule
The delivery dates we specify are binding. If a calendar week is agreed upon as the delivery date, the last possible date is the Friday (within normal business hours) of that week. For delivery schedules, the "production and material release" period begins on the date the delivery schedule was created and, unless a new delivery schedule is available, continues daily for the specified period. The additional printed required quantities are planned figures and are for informational purposes only.
The decisive factor for compliance with the delivery date or delivery period is the receipt of the goods at the destination. If delivery "ex works" is not agreed upon, the supplier must make the goods available in good time, taking into account the usual time for loading and shipping. The supplier is in default after the delivery dates have passed without further notice or reminder.
The supplier is obligated to inform us immediately in writing if circumstances arise or become apparent to them that indicate the delivery date cannot be met. If a delayed delivery is no longer of interest to us, we are free to withdraw from the order, claim damages for non-performance, or make other arrangements – in particular, cover purchases – and invoice the supplier for the resulting additional costs. No prior grace period is required. Furthermore, we are entitled to all statutory remedies in the event of a delivery delay.
In the event of sales slumps, force majeure, or operational disruptions, we are entitled to postpone the acceptance date for a reasonable period. If a separate testing agreement has been concluded with the supplier, the supplier is obligated to provide us with factory certificates, test certificates, and samples of the goods to be shipped free of charge and in sufficient time for evaluation so that any refusal of acceptance before shipment is still possible.

4. Logistics/Product Labeling
The supplier must ensure that all packages are labeled with a current, carefully completed shipping tag (barcode-compatible/QR code). In particular, the supplier is responsible for ensuring that the information on the shipping tag matches the contents of the package.
The supplier shall bear any costs incurred due to missing, illegible, or incomplete shipping tags. Multiple packages of the same item with different quantities must be listed individually on the delivery note or an accompanying packing list.
The delivery note must include:
- Batch/Quantity/Product No.
- Production Date
- Our Cost Center
- Order Number and Date
- Date of Dispatch
- Material Description
- Supplier's Item Number
- Our Material Number
- Packaging Unit
- Quantities
- Dimensions
- Gross, Net, and Calculation Weights
- Supplier Number
- Recipient/Receiving Point
. This information must match the invoice.
For standard commercial goods, we only accept over- or under-deliveries of up to 5% of the ordered quantity. For special goods, under-deliveries are not permitted, and over-deliveries may not exceed 2% unless otherwise agreed.
For deliveries from abroad, the supplier is obligated to deliver the goods duty-paid, free of customs duties, and accompanied by all required customs documents. The supplier must provide a permanent supplier's declaration as proof of origin, which must be confirmed by the relevant Chamber of Industry and Commerce (IHK).
The supplier is responsible for ensuring that the packaging guarantees the goods arrive in perfect condition. Special packaging for parts or shipping must be clarified with the relevant departments before delivery. In the interest of active environmental protection, only reusable packaging or easily recyclable packaging types should be used. Reusable packaging should be given preference wherever possible.
Hazardous goods must be clearly marked with the applicable R+S tags.
We must be able to identify the following information on the packages:
- manufacturer's name
- contents description (material designation)
- our material number
- recipient/receiving point
- gross/net weight
.
Transport costs, including insurance to the delivery point and packaging costs, are generally borne by the supplier.
Should we discover upon delivery that the goods supplied do not conform to the contract, we may refuse acceptance. The supplier is responsible for collecting these goods at their own expense and risk. If the supplier fails to collect the goods within a reasonable grace period, we are entitled to store or dispose of the goods at the supplier's expense.

5. Prices/Terms of Payment
The agreed price is binding and applies "carriage paid" unless otherwise agreed in writing between the parties. Packaging costs are included in the price. The price is exclusive of the applicable value-added tax (VAT). A price increase after delivery of the goods is excluded under all circumstances. The invoice must comply with the requirements of Section 14 of the German VAT Act (UStG) and contain the following information:
- Supplier number
- Supplier's item number
- Order number and date
- Our cost center
- Material description
- Recipient
- Our material number
- Delivery note and/or shipping notification number and date
- Exact quantity and calculated weight of goods in each packaging unit.
Should the invoice not contain the above information, the invoice amount is not due. The supplier must then issue a new invoice in accordance with the above requirements.

Invoices are sent electronically via email in a generally readable format (e.g., as a PDF file attachment) to the email address This email address is protected against spambots! JavaScript must be enabled to view it. Invoices will be sent electronically unless otherwise expressly specified in the respective order. We will promptly notify you of any changes to the email address provided above for electronic invoicing; otherwise, invoices sent to the last known email address will be deemed delivered. The parties may revoke their consent to electronic invoicing at any time in writing. In this case, electronic invoicing will be switched to delivery by postal mail.
Unless otherwise agreed, we will pay after receipt of the goods and invoice in accordance with the standard terms and conditions of the German textile industry:
-after 10 days less 4% discount on the net value of goods
-after 30 days without deduction
If the goods are delivered after receipt of the invoice, the payment period begins on the date of delivery. We reserve the right to set-off and retention to the extent permitted by law. Unconditional payment of the invoice does not constitute acceptance of the delivery or a waiver of any claims for defects.

6. Product Guarantee/Quality Assurance
The supplier undertakes to implement the necessary technical and organizational measures for the quality assurance of its manufactured and delivered products, such as integrated statistical process control (SPC), which documents the quality characteristics graphically and in writing.
The protocols designated in written supplementary agreements, as well as the quality specifications contained in our currently valid product specifications (PS) communicated to the supplier, and all other information concerning the quality characteristics and properties of the goods to be delivered, are recognized by the supplier as guaranteed properties. The supplier guarantees that the goods it delivers conform to the data specified in our product specifications.
The supplier is responsible for ensuring that its goods, at the time of delivery
: the samples
; environmental protection regulations
; its brochure descriptions
; official regulations
; the safety data sheet
; the relevant accident prevention regulations
; and generally applicable laws and standards
.
Furthermore, the goods must comply with all applicable legal and regulatory provisions for distribution and their agreed or customary use, and must not infringe any third party's copyright or invention rights. The supplier undertakes to indemnify us against all third-party claims arising from or in connection with a breach of the aforementioned provisions. The
supplier warrants the characteristics of the delivered goods, including specifications regarding technical, chemical, and physical properties, dimensions, quality, design, and completeness, at the time of the transfer of risk.

7. Quality Management
The supplier must comply with the state of the art, safety regulations, and agreed-upon technical specifications for its deliveries. It must establish and demonstrate a corresponding quality management system (e.g., DIN EN ISO 9001, VDA 6.x, TS 16949, or similar). We reserve the right to verify the effectiveness of the quality management system through on-site audits. Changes to the supplier's product require our prior written consent. For initial sample inspection, reference is made to VDA Publication 2, "Assessing the Quality of Deliveries – Supplier Selection, Sampling, Quality Performance in Series Production." Regardless of this, the supplier must continuously monitor the quality of the delivered items and identify potential for optimization. The contracting parties will inform each other about opportunities for quality improvement.
The necessity of separate quality assurance agreements is at our discretion.

8. Warranty
We are obligated to inspect the goods for quality defects or quantity discrepancies within a reasonable period after delivery by the supplier. Notification of obvious defects is considered timely if it is submitted by us within three business days of delivery of the goods.
We are entitled to the statutory warranty rights against the supplier, and the supplier is liable to us in accordance with the statutory provisions. In cases of imminent danger or urgent need, we are entitled to remedy the defects ourselves at the supplier's expense, provided the supplier is unable to remedy the defect despite prior notification.
The warranty period is 24 months, calculated from the transfer of risk. In the case of a contractually agreed guarantee, the statutory warranty period remains unaffected. The warranty period begins anew upon replacement delivery or rectification of defects.

9. Liability
a.) If we are held liable for damages by third parties due to a product defect for which the supplier is responsible, the supplier shall indemnify us against all third-party claims, including the necessary costs of defending against such claims, upon first demand. The same applies if the supplier's delivery infringes the statutory intellectual property rights of a third party and we are held liable by the third party in this context.
b.) In the event of a product recall due to damage as defined in clause a), the supplier is obligated to reimburse us for all expenses arising from or in connection with the recall we have initiated. To the extent possible and reasonable in terms of time, we will inform the supplier of the content and scope of the recall and give them an opportunity to comment. This does not affect any further legal claims we may have.
c.) The supplier is obliged to take out and maintain product liability insurance with a coverage amount appropriate for the goods of at least €2,500,000.00 per person/property damage, whereby the required coverage amount depends on the respective product and must be determined on a case-by-case basis.

10. Ownership/Confidentiality
All parts and documents provided by us remain our property. The supplier may only use these outside the scope of this contract and/or pass them on to third parties or make them accessible to third parties with our written consent. After fulfillment of the respective contract, the supplier must return these to us immediately at its own expense.
The supplier is obligated to keep all received illustrations, drawings, calculations, materials, and other documents and information strictly confidential. They may only be disclosed to third parties with our express prior consent. The confidentiality obligation continues in full force and effect even after the completion of this contract. It only expires when and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations, and other documents has become generally known.
11. Spare Parts Supply for Automotive Systems and Purchased Parts for Automotive Assembly
The supplier undertakes to supply us with all spare parts or equivalent parts for the entire service life of a system, but at least for a period of 15 years after the end of series production.
The scrapping of part-specific manufacturing equipment, regardless of ownership, may only take place with our prior written consent.
This also applies to all components used in series production.
12. Jurisdiction/Place of Performance/Applicable Law/General
The place of performance for deliveries and services is the destination specified by us. If no destination is expressly specified in an order, the place of performance is our registered office.
The contractual relationship between suppliers and us is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless expressly agreed otherwise in writing.
The place of jurisdiction is – to the extent legally permissible – our registered office. However, we are also entitled to bring legal action against the supplier before the court with jurisdiction over the supplier.
Contracting parties may only advertise their business relationship with the prior written consent of the other contracting party.
We are entitled to store and process data about the supplier within the scope of the business relationship in accordance with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR).

Hermaringen, November 23, 2021