NovaNox

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General Terms and Conditions of Purchase

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German version

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Document 013 · Revision B · current version

General Terms and Conditions of Purchase of NovaNox GmbH & Co. KG

§ 1 General information – Scope

  1. Our General Terms and Conditions of Purchase shall apply exclusively; any terms and conditions of the supplier opposing or deviating from these Terms and Conditions shall not be recognised by us, unless we have expressly agreed to accept them in writing. Our General Terms and Conditions of Purchase shall also apply if we are aware of any terms and conditions opposing or deviating from the General Terms and Conditions of Purchase and nevertheless accept the goods or services delivered by the supplier without reservations.
  2. All agreements entered into between us and the supplier for the purpose of the execution of this contract must be made in writing.
  3. Our General Terms and Conditions of Purchase shall only apply for business concluded with enterprises as defined by Section 310 (1) of the German Civil Code (BGB).
  4. Our General Terms and Conditions of Purchase shall also apply for all future business concluded with the supplier.

§ 2 Offer – Offer Documents

  1. The supplier is obligated to accept our order within a period of 2 weeks by returning the signed duplicate copy of this order.
  2. We reserve the intellectual property rights and copyrights in all illustrations, drawings, calculations and other documents; these may not be disclosed to third parties without our express written consent. They may be used solely for manufacturing the goods in accordance with the order; after order fulfilment these documents must be returned without further request. Also, the documents must be treated strictly confidential towards third parties in accordance with the provision in Section 9 (5) hereunder.

§ 3 Prices – Payment Terms

  1. The price stated in the order is binding. Unless otherwise agreed, the price includes DDP and packaging. The return of the packaging must be agreed separately.
  2. Statutory VAT is included in the price.
  3. Invoices can only be processed by us if these state the order number specified in the order in accordance with the specifications in our order; the supplier shall be responsible for all consequences resulting from the failure to comply with this obligation, unless the supplier can prove that it is not responsible.
  4. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days starting from delivery and invoice receipt under deduction of a 2 % early payment discount or alternatively within 30 days after invoice receipt.
  5. We are entitled to the assertion of offsetting and retention rights within the scope permitted by the law.

§ 4 Delivery Time

  1. The delivery period stated in the order is binding.
  2. The supplier is obligated to inform us without delay should circumstances arise or be identified due to which the agreed delivery period cannot be complied with.
  3. In the event of a delay in delivery, we have the right to claim a lump sum default damage to the sum of 1 % of the order value for every full week of delay, however no more than max. 5 %; we shall also reserve the right to assert further statutory claims (withdrawal from the contract and damage compensation instead of performance). The supplier has the right to prove to us that no or only a slighter damage resulted as a consequence of the delay.

§ 5 Transfer of Risk – Documents

  1. Unless otherwise agreed in writing, the goods shall be delivered DDP.
  2. The supplier is obligated to specify our exact order number on all shipping documents and order notes; if the supplier fails to do so, we shall assume no responsibility for delays in the further processing of the transaction.

§ 6 Inspection for Defects – Liability for Defects

  1. We are obligated to inspect the goods within a reasonable time frame for any discrepancies in quality and quantity; notice of defect shall be deemed given in good time, if it is received within five working days, starting from the receipt of the goods or else from identification in case of hidden defects.
  2. We shall be entitled to the statutory defect claims without reservations; in any case, we have the right to request the supplier to rectify the defect or deliver a new item, at our discretion. The right to claim damages, in particular for damage compensation instead of performance, remains expressly reserved.
  3. Where the supplier is in default with the subsequent performance, we have the right to rectify the defect ourselves at the expense of the supplier.
  4. The limitation period in this case is 36 months, starting from the transfer of risk, unless otherwise provided for by a mandatory provision in accordance with Sections 445b, 478 (2) of the German Civil Code (BGB).
  5. The other mandatory delivery recourse provisions shall remain unaffected of this.

§ 7 Product Liability – Indemnification – Liability Insurance Protection

  1. Where the supplier is responsible for a product defect, it is obligated to indemnify us from third party claims at first request, to the extent that the cause for the claim lies within its sphere of control and organisation and it is liable in relation to third parties.
  2. Within the scope of its liability for defects in terms of Subsection (1), the supplier is also obligated to refund any expenses as defined by Sections 683, 670 of the German Civil Code (BGB) or Sections 830, 840, 426 of the German Civil Code (BGB), resulting from or in connection with recalls duly initiated by us. We will notify the supplier – as far as possible and reasonable – about the contents and scope of such recall measures and give the supplier the opportunity to respond in a timely manner.
  3. The required notification of the respectively competent authority in accordance with the provisions of the Product Safety Law (ProdSG) shall be carried out by us in coordination with the supplier.
  4. The supplier commits to take out a product liability insurance with an insured lump sum of €10 million per personal injury/material damage case during the duration of the contract, i.e. until the expiration of the respective limitation period; where we are entitled to further damage claims, these shall not be affected by this.

§ 8 Industrial Property Rights

  1. The supplier is responsible for ensuring that no third-party rights are infringed in the Federal Republic of Germany in connection with the delivered products.
  2. In the event that a third party asserts claims against us in this connection, the supplier is obligated to indemnify us from such claims upon first written request.
  3. In case of third-party damage claims, the supplier has the right to prove that it is not responsible for the infringement of such third-party rights. We are not authorised to enter into any agreements with a third party – without the consent of the supplier – and in particular not to agree to a settlement.
  4. The supplier's obligation to indemnify refers to all expenses which we necessarily incur as a result of or in connection with the claims asserted by a third party, unless the supplier proves that it is not responsible for the breach of duty underlying the property rights infringement.
  5. The limitation period for such claims is three years, starting from the transfer of risk.

§ 9 Retention of Title – Provision – Tools – Confidentiality

  1. Where we provide parts to the supplier, these parts shall remain our property. The processing or transforming work carried out by the supplier is performed on our behalf. In the event that the goods subject to retention of title are processed together with other items not owned by us, we shall obtain the co-ownership in the new item in the ratio of the value of the item (purchase price plus VAT) to the other agreed items at the time of processing.
  2. In the event that goods provided by us are inseparably combined with other items not owned by us, we shall obtain the co-ownership in the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other agreed items at the time of processing. Where the items are combined in a way that the item provided by the supplier plays the primary role, it shall be deemed agreed that the supplier assigns the co-ownership to us on a proportional basis; the supplier shall hold the sole ownership or co-ownership on our behalf.
  3. Any tools provided shall remain our property; the supplier is obligated to use such tools only for manufacturing the goods ordered by us. Furthermore, the supplier is obligated to insure the tools owned by us at their purchase price at the expense of the supplier against fire and water damage as well as theft. At the same time, the supplier hereby assigns any and all damage claims from this insurance to us and we accept the assignment of such claims. The supplier is obligated to carry out any necessary maintenance and repair work on our tools in a timely manner and at its own expense. Any incidents must be promptly reported to us by the supplier; if the supplier fails to do so, this shall not affect any damage claims.
  4. Where the rights resulting from insurance coverage set out in Subsections (1) and/or (2) exceed the purchase price of all goods subject to retention of title not yet paid by more than 10 %, we are obligated to release such rights at our own discretion upon request by the supplier.
  5. The supplier is obligated to treat all illustrations, drawings, calculations and other documents and information strictly confidential. Such documents and information may be disclosed to third parties only with our express consent. The confidentiality obligations shall also continue to exist after the termination of this contract. They shall however expire if and to the extent that the manufacturing expertise contained in the provided illustrations, drawings, calculations and other documents becomes general knowledge or if it was already known to the supplier at the time of communication in terms of Sentence 1.

§ 10 Place of Jurisdiction – Place of Performance

  1. Where the supplier is a merchant, our registered office shall be the place of jurisdiction; we are however entitled to take legal action against the supplier before the court at the supplier's place of residence.
  2. Unless otherwise stipulated in the order, our registered office shall be the place of performance.