General Terms and Conditions of Purchase

1. Relevant Conditions
The legal relations between the Supplier and the respective Customer of Centrotherm Systemtechnik GmbH, Brilon, for the purchase of manufacturing materials, equipment, and parts for motor vehicles as well as of other services shall be governed by these General Terms and Conditions of Purchase and any additional written agreements. Amendments and additions thereto shall be in writing. No other trading conditions shall apply even if they are not expressly contradicted by us in individual cases. All correspondence shall be conducted exclusively with the Customer's purchasing department stating the reference given on the order, specifically the order number.
2. Orders
2.1. Supply agreements (order and acceptance), call-offs, as well as amendments and additions thereof shall be made in writing. The requirement of written form is also met in case of data tele-transmission or telefax.
2.2. If the Supplier does not accept the order within two days of receipt, the Customer shall be entitled to revocation. Delivery call-offs shall become binding at the latest if the Supplier does not object within one week following receipt.
2.3. Within the bounds of what is reasonable for the Supplier, the Customer is entitled to ask the Supplier for modifications of the delivery item to be made in terms of construction and design. In doing so, any consequences shall be appropriately and amicably considered and settled, in particular those regarding additional expenses or reduced costs as well as delivery dates.
2.4. Provided that the delivery item or the object of the service is ordered on behalf of and for the account of a subsidiary of the Customer, call-offs and payments shall be made from there.
2.5. The Customer shall be entitled to undertake a review of prices by analysing the value and by way of cost-reduction workshops. According to reasonable discretion, the prices to be paid on the basis of the agreement shall be mutually adjusted to the development of those expenses which are significant for the calculation of the prices.
3. Dispatch
3.1. An invoice (single copy) shall be issued for every delivery note. The invoice must include the following: Supplier number, order number and date of the order, additional data of the Customer (account assignment), VAT identification number, in case of cross-border deliveries inside the European Union number and date of the delivery note as well as quantities of the goods invoiced. Invoices shall be issued separate from the goods to the consignee's or service recipient's accounting unit respectively.
3.2. Empties not specified in the delivery notes (container number or carrier number resp.) shall become property of the Customer without any additional charge.
4. Payment
4.1. Payment is to be made by transfer or cheque or credit note procedure respectively.
4.2. If the shipment is faulty, the Customer shall be entitled to reserve the rights to set-off and detain in the extent permitted by law.
4.3. Without the Customer's prior written consent, which may not be refused without good reason, the Supplier shall not be entitled to assign his claims to third parties or to allow third parties to collect such claims. In case of extended reservation of title, consent shall be deemed given. If, contrary to clause 1, the Supplier assigns his claims against the Customer to third parties without the Customer's consent, this assignment shall nonetheless enter into effect.
However, the Customer may perform or settle with discharging effect to the Supplier or the third party.
5. Notice of Defect
The Customer shall immediately notify the Supplier in writing about any deficiencies of a shipment as soon as they are identified in the normal course of business. Apparent defects shall still be deemed reprimanded in time by the Customer if they are communicated to the Supplier within two weeks following the arrival of the goods. If the matter is a concealed defect, this complaint period shall commence once this deficiency is discovered.
6. Confidentiality, Advertising, Data Protection
6.1. The contracting parties shall undertake to treat as a trade secret all non-overt commercial and technical details of which they have become familiar as a result of their business relation. The Supplier shall be obliged to make good all damage done to the Customer as a result of a violation of the confidentiality obligation.
6.2. Drawings, models, templates, samples, and similar items must not be given or made otherwise accessible to unauthorised third parties. The reproduction of such items shall only be permitted within the framework of operational requirements and of copyright regulations.
6.3. Sub-contractors are to be obligated accordingly.
6.4. The contracting parties shall be allowed to use their business relation for advertising purposes only if the respective business partner has given prior consent.
6.5. In the same way, taking photographs on our premises or on one of our construction sites shall merely be allowed in case of prior consent.
6.6. During implementation of the business relationship, the statutory data protection regulations shall be observed.
7. Delivery Dates and Deadlines, Freight
7.1. Agreed dates and deadlines shall be binding. The decisive factor for meeting the delivery date and deadline shall be receipt of goods by the Customer.
Whether or not contractual services and performances are provided in time shall depend upon a ready-for-acceptance completion of the contract partner's total performance. The Supplier shall provide the goods in a timely fashion and in due consideration of the time usually required for loading and dispatch.
7.2. If through the fault of the Supplier an accelerated delivery of consignments becomes necessary, any additional costs caused by this speeding-up shall be at the Supplier's expense.
7.3. The Customer shall not be obliged to effect advance payment of freight charges. The Customer may decline acceptance of consignments having no correct postage. If the price is “Ex Works”, the Customer, in agreed-upon cases of exception, shall assume the pure freight costs. All costs incurred before the goods are handed over to the freight forwarder, including loading
and carriage, shall be at the Supplier's expense. The Supplier shall bear all risks and dangers until the goods have reached the named place of destination.
7.4. If, in single cases, Incoterms are agreed upon, they shall overrule the conditions referred to above.
8. Delay in Delivery
8.1. The delivery time stipulated in the order shall be binding.
8.2. The Supplier shall be obliged to notify the Customer instantly In writing as soon as circumstances arise or become known to him from which it might be inferred that the stipulated delivery time cannot be met. In doing so, the Supplier shall state the cause and probable duration of the delivery delay.
8.3. In the event of delay in delivery, the Customer shall be entitled to the statutory claims. In particular, upon expiry of a reasonable period of grace without delivery having been made, the Customer shall be entitled to damage claims for non-performance.
8.4. The unconditional acceptance of a delayed delivery shall not imply a waver of any compensation claims the Customer is entitled to on account of the delayed delivery.
9. Force Majeure
9.1. If non-compliance with the delivery periods is caused by force majeure, those periods shall be extended by the time-span for which the aforesaid event or the effects thereof persists. This shall also apply if the force majeure occurs at a point in time at which the respective party is in default. The contractual partners shall, within reasonable bounds, be obliged to immediately provide the necessary information and to adjust their duties in good faith and to the best of their abilities in order to suit the modified circumstances.
9.2. By force majeure shall be understood all events occurring beyond the respective contract party's control which are unforeseeable and unavoidable and which prevent or delay the complete or partial fulfilment of the party's contractual obligations. Forms of industrial action shall be regarded as cases of force majeure.
10. Quality Management
10.1. The Supplier shall be obliged to comply with the recognised state of the art in science and technology, the safety regulations, as well as the technical data agreed upon. Modifications of the delivery item shall require the Customer's prior written consent. The Supplier shall have to establish and verify an appropriate quality-management system (DIN EN ISO 9000 et seq., QS 9000, IATF 16949 or similar). The Customer shall reserve the right to inspect and check the effectiveness of the quality-management system on-site. Regarding the first-sample test, the contract parties are referred to VDA Volume 2 “Assuring the Quality of Deliveries – Selection of Suppliers, Samplings, Quality Performance in Series”, as amended. Irrespective of this, the Supplier shall constantly monitor the quality of the delivery item. The contract parties shall notify each other about any possible quality improvement.
10.2. In the event that nature and extent of the inspections as well as test materials and methods are not firmly agreed upon between Customer and Supplier, the Customer's Quality Management staff, within the bounds of their know-how, experience, and possibilities, shall be willing to discuss the inspection with the Supplier upon his request in order to determine the corresponding and requisite level of test technology. Furthermore, the Customer shall notify the Supplier upon request about the relevant safety regulations.
10.3. In his quality recordings, the Supplier shall have to specify for all products when, in what way, and by whom the fault-free production of the deliveries was ensured. Those recordings shall be archived for 15 years and shall be presented to the Supplier when required. This may particularly apply to any features subject to documentation which are marked in the technical files, as well as to all features required for the fulfilment of the relevant statutory obligations. Features subject to documentation, properties required for the fulfilment of the relevant statutory obligations as well as all other crucial characteristics shall be reliably met. In the event of damage occurring as a result of a deviation from the aforesaid attributes, total liability shall be placed on the respective Supplier. The Supplier shall be entitled to shorten the period for keeping recordings and documentation if he is able to exclude hazards for life and health during use of his products. Pre-suppliers shall be obligated to the same extent by the Supplier within the framework of legal options. For guidance, reference is made to VDA Volume 1, Guidelines for Documentation and Storage of Quality Requirements, as amended.
10.4. System suppliers shall independently decide about documentation or the definition of crucial features and shall undertake to archive quality recordings for a period of 15 years as well as to comply with all applicable laws and standards. The systems supplier shall be responsible for the development, procurement, testing, production, quality, costs, and delivery of a system, i.e.of a functionally and reasonably separable assembly. By the Supplier, he shall be handed a specific contract explicitly declaring him a systems supplier.
10.5. Insofar as authorities responsible for motor-vehicle safety, exhaust-gas emissions etc. request insight into the production process and the test documents of the Customer in order to carry out inspections of specific requirements, the Supplier shall agree to grant them equal rights within his company and to offer them every reasonable support.