General Terms and Conditions of Purchase

Hemro Manufacturing Germany GmbH, Hamburg
Issued: October 2018

Section 1
General - Scope of Validity

(1) Our Terms and Conditions of Purchase shall apply exclusively; we shall not recognise any terms of the supplier that may conflict with or differ from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply where we accept the supplied goods of the supplier without condition while being aware of the supplier’s conflicting or differing terms and conditions.
(2) All agreements that are made between us and the supplier for purposes of execution of a contract must be recorded in this contract in writing.
(3) Our Terms and Conditions of Purchase apply only in respect of businesses as defined in section 14 German Civil Code (BGB).
(4) Our Terms and Conditions of Purchase shall also apply for all future business transactions with the supplier.
(5) References on invoices, delivery notes, order confirmations or offers to General Terms and Conditions have no legal effect.

Section 2
Offers - Offer Documents - Tools

(1) The Supplier must confirm our order in writing within 1 week after receipt, otherwise we shall be entitled to cancel the order.
(2) We reserve the rights of title and copyright to illustrations, drawings, calculations and other documentation. These may not be made accessible to any third party without our explicit permission in writing. They may only be used for manufacturing on the basis of our order and must be returned to us immediately on our request (see section 10, Non-Disclosure).
(3) Tools and other resources that we provide for the execution of our orders remain our property and must be returned to us on request after performance of the contract or in cases of supply difficulties. The supplier must label the above-mentioned items clearly as our property and must inform third parties who wish to establish claims to them of our right of ownership. Any costs of intervention in this matter shall be borne by the supplier.

Section 3
Prices - Terms of Payment

(1) Prices are negotiated individually for each separate delivery. If no other agreement is made in writing, the price shall include free delivery including packaging. Return of packaging materials takes place by special agreement only.
(2) The statutory sales tax (VAT) is not included in the price.
(3) We can only process invoices if these indicate - as per the guidelines in our order - the order number stated there. The supplier shall be responsible for all consequences of non-observance of this obligation, if he does not demonstrate that this is not his fault.
(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from the date of receipt of the goods and the associated invoice, with a discount of 3%, or net within 30 days of receipt of the invoice.
(5) We are entitled to offsetting and retention rights to the extent permitted in law.

Section 4
Delivery Time

(1) The deadline for delivery stated in the order is binding. Deliveries in advance are possible only with our agreement. The punctuality of deliveries not involving installation or fitting shall be determined by the time of receipt at the receiving office specified by us. The punctuality of deliveries that require installation or fitting and of services shall be determined by the time that they are available in a condition ready for acceptance.
(2) The supplier must notify us in writing if circumstances arise or become apparent to him such that he is unable to meet the binding delivery time.
(3) In the event of delay to supply we shall be entitled to statutory claims. In particular we shall be entitled, following expiry of an appropriate grace period without delivery being received, to demand compensation for damages for non-performance.
(4) If the supplier is delayed in delivery we shall be entitled, after issuing a reminder, to demand a contractual penalty of 1% of the net order value per week commenced, up to a maximum of 10% of the net order value and/or to demand that delivery be made and/or to withdraw from the contract. The contractual penalty paid will be offset against any further claim for compensation for damages. The Supplier shall be entitled to demonstrate to us that no damage, or significantly less damage, has occurred as a result of the delay.

Section 5
Transfer of risks - Documents

(1) The place of fulfilment is our registered office.
(2) Unless otherwise agreed in writing, the supplier bears the costs for transportation.
(3) The supplier must indicate our order number exactly on all shipment and delivery documents. If he neglects to do this, any delays in the processing and payment of his invoices shall not be our fault.

Section 6
Inspection of defects - Warranty

(1) We must inspect the goods for material defects at their destination within a reasonable period after receipt. If we redirect or forward the goods in the normal course of business and indicate this to the supplier in good time, the period for inspection and notification of defects shall be increased appropriately.
(2) If a material defect is evident in the goods at the time of transfer of risk, we may demand supplementary performance or a price reduction. Supplementary performance may consist, at our discretion, in remedying the defect or in a replacement delivery. The supplier shall bear the costs of this.
(3) If the supplier has attempted supplementary performance without success, has unjustifiably refused a supplementary performance or has allowed a reasonable grace period to elapse, we may remedy the defect ourselves and demand compensation for the expenditure thus incurred.
(4) The statutory right of withdrawal, the right to compensation for damages, in particular to compensation in place of performance and the right of withdrawal under sections 478 and 479 German Civil Code (BGB) are reserved.

Section 7
Product Liability - Exemption - Liability Insurance

(1) Where the supplier is responsible for a product defect, he shall indemnify us on first request from compensation claims by third parties to the extent that the cause of the defect lies within his sphere of control and organisation and that he is himself liable in the external relationship.
(2) In the context of his liability for damage events as per para. (1), the supplier is also obliged to refund any expenses as set out by sections 683, 670 German Civil Code (BGB) and by sections 830, 840, 426 BGB that arise from or in connection with a product recall conducted by us. We shall instruct the supplier concerning the content and scope of the product recall to be performed - to the extent that this is possible and within reason - and give him the opportunity to comment. Other statutory claims shall remain unaffected.
(3) The supplier must maintain product liability insurance for an assured sum of at least €2.5 million.

Section 8
Property Rights

(1) The supplier warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery.
(2) If a third party makes a claim against us for such reasons, the supplier shall - where this claim has arisen through his fault - indemnify us at our first written request from these claims; we are not entitled - without the supplier’s agreement - to enter into any agreement with the third party, and in particular to enter into a settlement.
(3) The obligation of the supplier to indemnify shall apply to all expenses that necessarily arise to us from or in connection with the claim made by the third party.

Section 9
Force Majeure

War, civil strife, restrictions on exports or trade owing to changes in political circumstances, strikes, lock-outs, interruptions to operations, constraints on business and other such occurrences that make performance of the contract impossible or unreasonable are deemed to be force majeure and release us, for so long as they are present, from the obligation of timely acceptance. The contractual partners are obliged to notify one another of such circumstances and to adapt their obligations to the changed circumstances in good faith.

Section 10

The supplier must treat all commercial and technical details that are not public knowledge and that are made known to him through our business relationships as commercial secrets. When submitting references or publishing information, the supplier may only mention our company or its trademarks if we have given prior consent in writing.

Section 11

The supplier guarantees that the delivered goods meet the agreed specifications. The supplier warrants that the delivered goods are free of design, material or manufacturing defects and comply with the current state of the art.

Section 12

(1) The goods shall be delivered in packaging appropriate to the goods and in compliance with the applicable environmental protection regulations.
(2) Single-use packaging is returned to the supplier at his own expense.
(3) Where reusable packaging is used, the supplier shall provide this on a loan basis. Return of the packaging shall be at the supplier's cost and risk. If in exceptional cases we agree to bear the packaging costs, these should be charged at what is demonstrably the cost price.

Section 13
Replacement Parts and Readiness to Supply

(1) The supplier must supply replacement parts for the period of normal technical use, but not for less than 10 years from the time of the last delivery, on reasonable terms.
(2) If the supplier suspends supply of replacement parts after the expiry of the period stated in section 13.1 or suspends supply of the delivery items within this period, he must allow the purchaser the opportunity to place a final order.

Section 14
Data Protection

In compliance with section 33 Federal Data Protection Act (Bundesdatenschutzgesetz) we draw attention to the fact that the supplier information provided to us in connection with the business relationship is stored by us for our own purposes and to build our business relationships, including with companies associated with us.

Section 15
General Provisions

(1) All legal relationships between the supplier and ourselves, even where the supplier's office is in another country, shall be governed by German law with the exclusion of the UN Convention on the International Sale of Goods.
(2) To the extent that the supplier is a business enterprise, our registered office in Hamburg is the place of jurisdiction; we are however also entitled to institute legal proceedings against the supplier at his place of jurisdiction.