General Terms and Conditions of Purchase

1. applicable terms and conditions

The legal relationship between the Supplier and the respective Customer of Centrotherm Systemtechnik GmbH, Brilon, for the purchase of production materials, operating resources and parts for motor vehicles as well as other services, such as technical services, shall be governed by these General Terms and Conditions of Purchase and any other written agreements. Amendments and supplements must be made in writing.

Other terms and conditions shall not apply even if we have not expressly objected to them in individual cases. All correspondence is to be conducted only with the Purchaser's purchasing department, stating the identification noted on the order, in particular the order number.

2. order

2.1 Supply contracts (order and acceptance) and delivery call-offs as well as amendments and supplements thereto must be made in writing. The written form requirement is also satisfied by remote data transmission.

2.2 If the Supplier does not accept the order within 2 days of receipt, the Purchaser shall be entitled to cancel the order. Delivery call-offs shall become binding at the latest if the Supplier does not object within one week of receipt.

2.3 Within the scope of what is reasonable for the Supplier, the Purchaser may

to demand changes to the design and execution of the delivery item. The effects, in particular with regard to additional and reduced costs as well as delivery dates, are to be regulated appropriately by mutual agreement.

2.4 If the delivery item or service is ordered in the name and for the account of a

of a subsidiary of the customer, call-offs and payments shall be made from there.

2.5 The customer may review the prices by means of value analysis and cost reduction workshops. The prices to be paid on the basis of the contract shall be adjusted by mutual agreement at the reasonable discretion of the development of the costs which are decisive for the price calculation.

3. dispatch

3.1 A (single) invoice must be issued for each delivery bill. It must contain the supplier number, number and date of the order, additional data of the customer (account assignment), VAT identification number and, in the case of cross-border deliveries within the European Community, the number and date of the delivery bill and quantities of the invoiced goods. Invoices must be issued separately from the goods to the financial accounting department of the recipient of the goods or services.

3.2 Empties not marked on the delivery bills (container number or load carrier number) shall become the property of the customer without charge.

4 Payment

4.1 Payment shall be made by bank transfer or check or by credit note.

4.2 In the event of defective delivery, the Purchaser shall be entitled to assert rights of set-off and retention to the extent permitted by law.

4.3 The Supplier shall not be entitled to assign its claims against the Purchaser or have them collected by third parties without the Purchaser's prior written consent, which may not be unreasonably withheld. In the event of extended retention of title, consent shall be deemed to have been granted. If the Supplier assigns its claims against the Purchaser to a third party contrary to sentence 1 without the Purchaser's consent, the assignment shall be equally effective. However, the purchaser may make payment to the supplier or the third party with discharging effect.

5. notification of defects

The Purchaser shall notify the Supplier in writing of any defects in the delivery as soon as they are discovered in the ordinary course of business. Obvious defects shall be deemed to have been notified by the Purchaser in good time if they are notified to the Supplier within two weeks of receipt of the goods. If the defect is concealed, this period shall not commence until the defect is discovered.

6 Confidentiality, advertising, data protection

6.1 The contracting parties undertake to treat all commercial and technical details which are not in the public domain and which become known to them through the business relationship as business secrets. The Supplier shall be obliged to compensate the Purchaser for all damages incurred by the Purchaser as a result of a breach of the confidentiality obligation.

6.2 Drawings, models, templates, samples and similar objects may not be handed over or otherwise made accessible to unauthorized third parties.

The reproduction of such objects is only permitted within the scope of operational requirements and copyright regulations.

6.3 Subcontractors shall be obligated accordingly.

6.4 The contracting parties may only advertise their business relationship with prior written consent.

6.5 Photography on our premises or on one of our construction sites also requires our express prior consent.

6.6 The statutory provisions on data protection shall be complied with in the performance of the business relationship.

7 Delivery dates and deadlines, freight

7.1 Agreed dates and deadlines are binding. Decisive for the

The receipt of the goods by the customer is decisive for compliance with the delivery date and the delivery period. The timeliness of services under a contract for work and services shall depend on the completion of the overall performance of the contractual partner ready for acceptance. The supplier must make the goods available in good time, taking into account the usual time for loading and dispatch. Deliveries shall be made in accordance with the instructions of the Customer.

7.2 If shipments have to be delivered more quickly due to the supplier's fault, the additional costs incurred as a result shall be borne by the supplier.

7.3 The customer is not obliged to submit freight. The acceptance of unstamped consignments may be refused by the customer. In the case of

ex works" pricing, the customer shall bear the pure freight costs in agreed exceptional cases. All costs incurred up to handover to the transport company, including loading and cartage, shall be borne by the supplier. The Supplier shall bear all risks until the arrival of the goods at the named place of destination.

7.4 If Incoterms are agreed in individual cases, these shall take precedence over the aforementioned conditions.

8 Delay in delivery

8.1 The delivery time stated in the order is binding.

8.2 The supplier is obliged to inform the purchaser immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.

The Supplier shall state the reason and the expected duration of the delay in delivery.

8.3 In the event of a delay in delivery, the customer shall be entitled to the statutory claims. In particular, the customer shall be entitled to claim damages for non-performance after the fruitless expiry of a reasonable grace period.

8.4 The unconditional acceptance of the delayed delivery does not constitute a waiver of the claims for compensation to which the customer is entitled due to the delayed performance

9 Force majeure

9.1 If non-compliance with the deadlines is due to force majeure, these shall be extended by the periods during which the aforementioned event or its effects persist. This shall also apply if the force majeure occurs at a time when the affected contractual partner is in default. The contracting parties are obliged to provide the necessary information without delay within the scope of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

to be adjusted.

9.2 All events beyond the control of the affected contractual partner that are unforeseeable and unavoidable and prevent or delay the full or partial fulfillment of its contractual obligations shall be considered force majeure. Labor disputes are to be regarded as cases of force majeure.

10 Quality management

10.1 The supplier shall comply with the recognized state of the art in science and technology, the safety regulations and the agreed technical data for its deliveries. Changes to the delivery item require the prior written consent of the purchaser. The Supplier must set up and provide evidence of an appropriate quality management system (DIN EN ISO 9000 ff., QS 9000, IATF 16949 or similar). The Purchaser reserves the right to check the effectiveness of the quality management system on site. For the initial sample inspection, reference is made to VDA Volume 2 "Quality Assurance of Deliveries - Supplier Selection, Sampling, Quality Performance in Series Production" in the currently valid version.

Irrespective of this, the supplier must constantly check the quality of the delivery items. The contracting parties shall inform each other about

inform each other about the possibilities of quality improvement.

10.2 If the type and scope of the tests as well as the test equipment and methods have not been firmly agreed between the Supplier and the Purchaser, the Purchaser's quality assurance department shall be prepared, at the Supplier's request, to discuss the tests with the Supplier within the scope of its knowledge, experience and possibilities in order to determine the required state of the art in testing technology.

In addition, the Purchaser shall inform the Supplier of the relevant safety regulations upon request.

10.3 The Supplier must record in its quality records for all products when, how and by whom the defect-free manufacture of the deliveries was ensured. This evidence must be kept for 15 years and presented to the Buyer if required. This applies in particular to any features requiring documentation marked in the technical documents and to all features for compliance with the applicable legal regulations. Characteristics requiring documentation, characteristics for compliance with the applicable legal regulations and all critical characteristics must be complied with in a process-safe manner. In the event of damage caused by

deviations from this, full liability lies with the respective supplier. The supplier is entitled to shorten the

The supplier is entitled to shorten the retention period of the certificates if he can rule out risks to life and health when using the products.

The supplier must obligate upstream suppliers to the same extent within the scope of the legal possibilities. For guidance, reference is made to the VDA Volume 1 - Guidelines for the documentation and archiving of quality requirements in the currently valid version.

10.4 System suppliers shall decide independently on the documentation or definition of critical characteristics and undertake to

to keep quality records for 15 years and to comply with all applicable laws and standards. The system supplier is responsible for the development, procurement, testing, production, quality, costs and delivery of a system, i.e. a functionally meaningful assembly. He shall receive a special contract from the customer which expressly declares him to be the system supplier.

10.5 Insofar as authorities responsible for motor vehicle safety, exhaust emission regulations or similar require access to the Purchaser's production process and test documents in order to verify certain requirements, the Supplier agrees to grant them the same rights in his company and to provide all reasonable support.

10.6 For materials (substances, preparations) and objects (e.g. goods, parts, techn. For materials (substances, preparations and objects (e.g. goods, parts, technical equipment, uncleaned empties) and process materials used in production which, due to their nature, properties or condition, may pose a risk to human life and health, to the environment and to property and which therefore require special treatment in terms of packaging, transportation, storage, handling and waste disposal due to regulations, the Supplier shall provide the Purchaser with a fully completed safety data sheet in accordance with Section 5 of the Hazardous Substances Ordinance and an appropriate accident leaflet (transportation) together with the offer. In the event of changes to the materials or the legal situation, the Supplier shall provide the Purchaser with updated data and information sheets. 

11 Warranty

11.1 If defective goods are delivered, the Supplier must first be given the opportunity to sort out and repair or redeliver the goods before production (processing or installation) begins, unless this is unreasonable for the Purchaser. If the Supplier is unable to do so or if it does not immediately comply with the Purchaser's request for rectification or subsequent delivery, the Purchaser may withdraw from the contract and return the goods at the Supplier's risk and expense. In urgent cases, the Purchaser may, after the unsuccessful expiry of a deadline set by him for subsequent performance, remedy the defect himself and demand compensation from the Supplier for the necessary expenses, unless the Supplier justifiably refuses subsequent performance. In this respect, the statutory regulation on self-remedy in the contract for work and services applies accordingly to the purchase contract. If the same goods are repeatedly delivered with defects, the Purchaser shall be entitled to withdraw from the contract following a written warning in the event of another defective delivery, including for the unfulfilled scope of delivery. The purchaser expressly reserves the right to assert claims for damages due to non-fulfillment. 

11.2 Hidden defects shall entitle the customer to demand compensation for material and wages expended to no avail.

11.3 The parts to be replaced by the Supplier shall be made available to the Supplier without delay at the Supplier's request and expense. 

11.4 Unless expressly agreed otherwise or unless the law provides for a longer limitation period, the limitation period for warranty claims shall be 24 months. The limitation period begins with the handover of the delivery items to the customer. For delivery items that are to be assembled at the place of receipt, the period begins with the completed assembly. If there is a contract for work and services (e.g. in the case of delivery of machines, systems or tools), the limitation period shall only commence upon acceptance by the customer. 

11.5 Warranty claims shall not arise if the defect is due to violation of operating, maintenance and installation instructions, unsuitable or improper use, incorrect or negligent handling and natural wear and tear as well as interventions in the delivery item carried out by the customer or third parties.

11.6 Unless otherwise stipulated above, the warranty shall be governed by the statutory provisions. 

12 Liability 

12.1 Unless a different liability provision is made elsewhere in these Terms and Conditions, the Supplier shall be obliged to compensate the Purchaser for any damage incurred directly or indirectly as a result of defective performance, violation of official safety regulations or for other legal reasons attributable to the Supplier. 

12.2 The Supplier is obliged to indemnify the Purchaser against claims for damages by third parties within the scope of its product responsibility. The Supplier shall be liable to the extent that it would be directly liable. The principles of § 254 BGB (German Civil Code) shall apply to the compensation of damages between the Purchaser and the Supplier. This shall also apply in the event of a direct claim against the Supplier. 

12.3 The Supplier shall be liable for measures taken by the Purchaser to avert damage to the extent that it is legally obliged to do so.

12.4 In addition, the Supplier shall, within the scope of its product responsibility, reimburse any expenses arising from or in connection with a recall action carried out by the Purchaser due to the Supplier's defective product. 

12.5 The Purchaser shall inform the Supplier immediately and comprehensively if it wishes to make a claim against the Supplier in accordance with the above provisions. The Purchaser shall give the Supplier the opportunity to investigate the case of damage. The contracting parties shall agree on the measures to be taken, in particular in settlement negotiations. 12.6 The Supplier undertakes to maintain a valid liability insurance policy with an appropriate sum insured which covers all risks arising from product liability, including the risk of recall. Upon request, the supplier shall provide corresponding proof of insurance. 

12.7 Any further claims for damages shall remain unaffected. 

13 Industrial property rights 

13.1 The supplier warrants that the delivery item is free from third-party rights. The supplier shall be liable for any claims arising from the infringement of industrial property rights and applications for industrial property rights of third parties (industrial property rights) if the delivery items are used in accordance with the contract.

13.2 The Supplier shall indemnify the Purchaser and its customers against all claims arising from the use of such industrial property rights.

13.3 This shall not apply if the Supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by the Purchaser and does not know or, in connection with the products developed by him, does not have to know that industrial property rights are infringed as a result.

13.4 The contracting parties undertake to inform each other immediately of any risks of infringement and alleged cases of infringement of which they become aware and to give each other the opportunity to counteract such claims by mutual agreement. 

13.5 At the request of the Customer, the Supplier shall notify the Customer of the use of published and unpublished own and licensed industrial property rights and applications for industrial property rights to the delivery item. 

13.6 If the contractual use of the delivery item is impaired by third-party industrial property rights, the Supplier shall, without prejudice to its other statutory or contractual obligations, either obtain the right from the party entitled to dispose of the industrial property right or modify the parts of the affected products relevant to the industrial property right in such a way that they fall outside the scope of protection but at the same time still comply with the contractual provisions, at its own expense and after consultation with the Customer.

14 Use of means of production and confidential information of the Purchaser Models, matrices, templates, samples, drawings, sketches, tools and other means of production as well as confidential information and design data made available to the Supplier by the Purchaser shall remain the property of the Purchaser at all times and in full and may only be used for deliveries to third parties with the prior written consent of the Purchaser or its respective customer. Any production equipment made available shall be returned to the Purchaser immediately upon request. 

15 Additional conditions for equipment 

15.1 Production resources are all type-related means for the production of a part/material such as tools, devices, gauges, master models, etc. 

15.2 The equipment shall become the property of the customer upon payment and must be marked with the customer's tool numbers. They may only be used for the completion of the Customer's orders. The Purchaser reserves the right to transfer ownership of the equipment to its customer. The Supplier shall be informed of this immediately. At the Customer's request, the Customer's inventory number shall also be affixed to the equipment.

15.3 The Supplier shall be responsible for the careful handling and storage of the equipment. The Supplier shall ensure that the equipment is always ready for use at no cost to the Buyer. As long as the equipment is at the supplier's premises, it shall be insured at the supplier's expense against fire, theft and other damage at replacement value. The Supplier hereby agrees to the assignment of any insurance claims to the Purchaser. 

15.4 Drawings with material specifications or, if this is not possible in individual cases, photographs with dimensions shall be made of all equipment and shall be available for retrieval at any time. 

15.5 The Buyer may review the prices at any time by means of a purchase price analysis and value analysis and adjust the prices accordingly by mutual agreement. 

16 Spare parts supply 

The Supplier undertakes to ensure the supply of spare parts for machines, systems and tools for at least 15 years. This also applies to series parts, if agreed separately when the order is placed.


7 General provisions 

17.1 Unless otherwise agreed, the law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UNCISG) is excluded. 

17.2 If a contracting party ceases to make payments or if insolvency proceedings are applied for or instituted against its assets, or if an application in this respect is rejected for lack of assets, the other party shall be entitled to withdraw from the contract for the unfulfilled part. 

17.3 Should any provision of these Terms and Conditions of Purchase and the agreements made be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision. 

17.4 The place of performance shall be the registered office of the customer. Something else can be agreed for the delivery. 

17.5 The exclusive place of jurisdiction shall be Brilon as the registered office of the Purchaser, provided that the Supplier is a merchant. However, the Purchaser shall also be entitled to sue the Supplier at its place of business.