GTCP of the Wolpert Group

§ 1 General information

The following Terms and Conditions of Purchase and Ordering apply to all contracts for deliveries and services to us. The AEBs do not apply to contracts with us as seller or supplier. Our General Terms and Conditions of Sale and Payment shall apply to such contracts.

With the first delivery under these Terms and Conditions of Purchase, the supplier also recognizes them as agreed for all further contractual relationships with us.

Deviating, conflicting or supplementary terms and conditions of sale and delivery of the supplier shall not become part of the contract unless their validity is expressly agreed to by us in writing.

§ 2 Conclusion of contract, offer and orders

These conditions also apply to our inquiries. However, these are always non-binding.

Our inquiries are to form the basis of the suppliers' offers. Quotations shall be prepared by the suppliers free of charge and without obligation for us. Insofar as the preparation of drawings or plans is required for the preparation of the offer or visits to our premises, this shall also be free of charge for us.

Our orders and any changes thereto shall only be binding if they are placed or confirmed by us in writing. Verbal collateral agreements are invalid, also for the requirement of the written form.

Our orders must be confirmed in writing within 8 working days of receipt by the supplier. 

If the confirmation is not made within this period and in the prescribed form, we are entitled to cancel the order or its amendment without the supplier being able to derive any claims from this.

Until complete fulfillment of the order, we are entitled, even after conclusion of the contract, to demand changes to the delivery item if the deviation is reasonable for the supplier, taking into account the supplier's interests.

We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents and means of production.

These may not be made accessible to third parties.

The supplier may only place subcontracts with our written consent.

§ 3 Delivery

The agreed delivery dates and deadlines are binding. The receipt of the delivery at the place of receipt or use specified by us shall be decisive for compliance with the dates and deadlines.

If the supplier realizes that an agreed date or the agreed deadline and quality cannot be met, for whatever reason, he must notify us immediately in writing, stating the reasons and the expected duration of the delay. If the supplier is responsible for non-compliance with the dates and deadlines, we shall be entitled to the statutory claims. 

However, we are also entitled to withdraw from the contract if the supplier is not responsible for the delay or non-compliance and the delivery is no longer usable for us as a result of the delay, taking into account economic aspects.

The supplier can only invoke the absence of necessary documents to be supplied by us if he has sent a written reminder for the documents and has not received them within a reasonable period of time.

The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the claims for compensation to which we are entitled due to delayed delivery or service.

If the goods are delivered earlier or later than agreed, we shall be entitled to refuse acceptance of the goods, to return the goods at the supplier's expense and risk or to store the goods with third parties at the supplier's expense and risk. 

Any deadlines for the inspection of the goods and notification of defects shall only be calculated from the day of the agreed delivery in the event of delivery earlier than agreed.

§ 4 Prices, shipping, packaging

The agreed prices are fixed prices and include all expenses of the Supplier in connection with the deliveries and services to be provided by the Supplier. 

The prices are quoted free place of receipt including the costs for packaging, insurance and customs. 

Shipment is at the supplier's risk. 

The risk of any deterioration, including accidental loss, shall therefore remain with the supplier until delivery to the shipping address or place of use requested by us.

Each delivery must be accompanied by a delivery bill stating our order number and the description of the contents by type and quantity. For appliances, a technical description and instructions for use must be supplied free of charge.

The supplier's obligation to take back the packaging is governed by the statutory provisions. 

The supplier must either take back packaging that is subject to return immediately after delivery or collect it without delay from the location specified in the order at his own expense.

§ 5 Invoice, payment, assignment and offsetting

Invoices must be submitted to us in duplicate with all relevant data and stating our order number.

Payment of invoices due shall be made in the customary commercial manner within 14 calendar days of receipt of the invoice with a 3% discount or net after 30 calendar days. 

The payment period shall not commence before receipt of the delivery or service. 

If the supplier demands payment in advance, the supplier must first provide us with security in the amount of the advance payment amount for the timely and defect-free delivery of the ordered goods and for any obligation to repay the advance payment amount by means of an unconditional, unlimited and directly enforceable bank guarantee from a German credit institution, waiving the defense of failure to pursue remedies. Payment periods shall not commence before we have received the original certificate of guarantee.

Insofar as certificates of material testing have been agreed, they shall form an integral part of the delivery and must be sent to us together with the delivery. 

Die Zahlungsfrist beginnt nicht vor Eingang dieser Bescheinigung.

An assignment of the supplier's claim against us is excluded.

If advance payments are agreed, the supplier must provide us with security by handing over an unconditional, unlimited and directly enforceable bank guarantee.

We are fully entitled to the statutory rights of set-off and retention.

Payments made by us do not constitute an acceptance of the goods or services as being in accordance with the contract.

The supplier shall only be entitled to offset undisputed or legally established claims.

§ 6 Warranty

The Supplier warrants that all deliveries/services comply with the latest state of the art, the relevant legal conditions and standards, regulations and guidelines of authorities, trade associations and professional associations. 

If deviations from these regulations are necessary in individual cases, the supplier must obtain our written consent. The supplier's liability for defects shall not be limited by this consent. 

We are entitled to the full statutory warranty rights.

The limitation period for any defects is 24 months, calculated from the transfer of risk. If the statutory warranty period is longer, this shall apply. In the case of subsequent deliveries due to notices of defects, the warranty periods shall begin anew upon delivery of the subsequently delivered goods. Likewise, rectification of defects shall cause the limitation periods to recommence upon completion of the work.

The provision of § 377 HGB (German Commercial Code) shall not apply to deliveries to us. Even if we accept a recognizably defective or incomplete delivery, we shall retain all claims for material defects.

In the event of defective deliveries or services, we shall be entitled - without prejudice to further statutory claims - to demand replacement deliveries or rectification free of charge from the supplier at our discretion. 

In the event of a material defect or after expiry of a deadline set by us for subsequent performance, we shall also be entitled, at our discretion, to carry out a covering purchase at the supplier's expense or to have the defects rectified at the supplier's expense or to rectify them ourselves.

§ 7 Liability

The supplier shall be liable for any culpably caused damage. Exemptions from liability and limitations of liability of the supplier are excluded.

§ 8 Product liability

In the event that claims are asserted against us by a customer or third party in accordance with the provisions of domestic or foreign product liability laws or regulations, the supplier shall be obliged to indemnify us against all such claims upon first request if and to the extent that the cause of the defectiveness of the product lies within the supplier's sphere of control and organization and the supplier itself is liable in relation to third parties. 

This indemnification claim also includes the costs of a recall campaign - even if only precautionary. 

To secure the indemnification obligation assumed, the supplier is obliged to mark the items delivered by it in such a way that they are permanently identifiable as its products.

The supplier is obliged to maintain liability insurance to an appropriate amount, in particular he is obliged to insure himself against all risks arising from product liability including the risk of recall to an appropriate amount and to submit the insurance policy and the insurance confirmation to us for inspection on request.

§ 9 Property rights

The supplier warrants that the deliveries/services rendered are free from third-party property rights and that, to its knowledge, no other rights exist that restrict or exclude their use. The supplier guarantees that patents, licenses or other industrial property rights of third parties are not infringed by the delivery and use of the delivery items. 

The supplier shall indemnify us against third-party claims arising from any infringement of property rights upon first request and shall also bear all costs and expenses incurred by us in this connection.

We are entitled to obtain permission to use the relevant delivery items and services from the authorized party at the supplier's expense.

§ 10 Retention of title, provision of materials

We reserve title to any material provided by us to the supplier. This material shall be stored by the supplier free of charge and with the care of a prudent businessman separately from his other items and marked as our property. 

It may only be used for the execution of our order.

If the material provided by us is processed or transformed, this activity shall be carried out for us. We shall become the direct owner of the new items created in the process. 

If the material provided constitutes only a part of the new goods, we shall be entitled to co-ownership of the new goods in the proportion corresponding to the value of the material provided therein.

With regard to any retention of title rights of the supplier, the supplier's terms and conditions shall apply with the proviso that title to the goods shall pass to us upon payment and, accordingly, the extension form of the current account reservation shall not apply. The supplier may only demand the return of the goods on the basis of the retention of title if he has previously withdrawn from the contract.

§ 11 Place of performance, place of jurisdiction, choice of law

The place of performance for all mutual obligations arising from the contract shall be the place of receipt specified by us.

The place of jurisdiction is the local or regional court responsible for Bretzfeld. However, we are entitled at our discretion to sue the supplier at its registered office. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) shall not apply.

Should individual provisions of these GTCP be or become invalid in whole or in part or be incomplete, this shall not affect the validity of the remaining provisions.