General terms and conditions

GTCP – Global Terms and Conditions of Purchasing
For use in business transactions with companies, legal persons under public law, and special
funds under public law.

  1. General
    Our Terms and Conditions of Purchasing apply exclusively. General Terms and Conditions of
    Suppliers that conflict with or deviate from our Terms and Conditions are only recognised by us
    insofar as we have explicitly agreed upon these in writing. The acceptance of goods or services
    of the Supplier (hereinafter: Contract Object) or their payment does not imply approval, even
    when the acceptance or payment has occurred with knowledge of the conflicting or
    supplementing contractual conditions of the Supplier. In the same manner, any previously
    agreed Conditions of the Contractor conflicting with or supplementing these Terms and
    Conditions shall no longer apply.
  2. Conclusion of contract and contractual amendments
    2.1 Orders, transactions, and delivery requests as well as their modifications and amendments
    must be in written form.
    2.2 Oral agreements of any kind – including subsequent changes and supplements to these
    Terms and Conditions – must be confirmed in writing by us to become effective.
    2.3 Written form also includes fax and remote data transfer by email.
    2.4 Cost estimates shall be binding and not subject to compensation, unless deviating terms
    were expressly agreed on.
    2.5 Where the Supplier does not accept the order within two weeks after receipt, we shall be
    entitled to rescind.
    2.6 Delivery schedules in the scope of an order and schedule planning become binding if the
    Supplier does not reject them within two working days after receipt.
    2.7 The General Shipping & Packaging Regulations as well as the logistics manual of Eckerle
    Gruppe GmbH apply.
  3. Delivery
    3.1 Agreed dates and periods are binding. Relevant for compliance with the delivery date or
    the delivery deadline is receipt of the goods by us. If ex-works delivery (DAP or DDP in
    accordance with Incoterms® 2000) is not agreed upon, the Supplier shall make the goods
    available in time taking into consideration the time determined for loading and shipping with
    the carrier.
    3.2 If the Supplier has undertaken the assembly or installation, he bears responsibility of all
    necessary expenditures such as travel expenses, provision of tools, as well as allowances.
    3.3 If agreed deadlines are not upheld, the statutory provisions apply. If the Supplier foresees
    difficulties regarding manufacturing, input material supply, compliance with the delivery
    deadline, or similar circumstances that might prevent him from delivery compliant with the
    term or quality agreed upon for delivery, the Supplier shall immediately inform our ordering
    3.4 Unconditional acceptance of a delayed delivery or performance shall not indicate the
    waiving of any compensation claims arising thereof. This provision applies until complete
    payment of the amount owed by us for affected delivery or service.

3.5 Partial deliveries are generally not permitted, unless expressly approved by or acceptable
to us.
3.6 The quantities, weights, and measures ascertained by our incoming goods inspection are
decisive, unless evidence to the contrary is provided.

  1. Force majeure
    4.1 Circumstances of force majeure, operational disruptions, unrests, administrative measures,
    and other unavoidable events discharge us from our obligation to punctually accept goods for
    the duration of their occurrence. During such events and for a two-week period thereafter, we
    – without prejudice to our other rights – have the right to completely or partially rescind the
    contract, insofar as these occurrences are not of negligible duration and our requirements are
    considerably reduced due to the necessary procurement elsewhere resulting thereof.
    4.2 The provisions of § 4.1 also apply to cases of labour disputes.
  2. Delivery note and invoice
    The specifications in our order and delivery instructions apply. The invoice is to be sent in
    single copy, specifying invoice number and other allocation characteristics, to the address
    printed on the invoice. The invoice shall not be enclosed with shipments.
  3. Pricing and transfer of risk
    If no special agreement has been made, the prices shall be determined as delivered at the
    named place (DAP in accordance with Incoterms® 2010) including packaging. VAT is not
    included. The Supplier bears the risk of damage until the goods are accepted by us or by a
    person authorised by us at the location to which the goods are supposed to be delivered.
  4. Payment conditions
    If no special agreement has been made, invoices shall be settled either within 14 days with a
    deduction of 3% of the net price or within 90 days without reduction, as of the payment due
    date and receipt of the invoice as well as receipt of the goods or rendering of the service.
    Payment is made subject to invoice verification.
  5. Notice of defects
    8.1. We examine the goods upon arrival, only as regards manifest damages, in particular
    transport damages and identity and quality deviations of the delivery, if no deviating
    agreement has been made with you regarding quality assurance.
    8.2 We will complain of any defects immediately after their discovery.
    8.3 In this respect, the Supplier waives objection to delayed complaints.
  6. Claims for defects
    9.1 The statutory stipulations concerning defects of title and material apply, unless otherwise
    stipulated in the following.
    9.2 We are entitled to choose the type of supplementary performance. The Supplier may
    refuse the type of subsequent performance we have chosen if this is only possible while
    incurring excessive costs.

9.3 If the Supplier does not commence remedying the defect immediately after our notification
thereof, we shall, in important cases, particularly to avoid acute danger or larger damage, be
entitled to remedy these ourselves or have a third party do so at the Supplier’s expense.
9.4 In the case of defects of title, the Supplier shall indemnify us against any eventually
occurring claims of third parties, unless the claim is outside of his responsibility.
9.5 Warranty claims become time-barred – except for cases of fraudulent intent – after 3
years, unless the object was used in a building following its usual application and is the cause
of this building’s defectiveness. The period of limitation for guarantee claims shall begin with
the delivery of the Contract Object (transfer of risk).
9.6 If the Supplier fulfils his supplementary performance by a replacement delivery, the
statute of limitations for the replacement goods starts anew, unless the Supplier has upon
delivering the replacement goods explicitly and appropriately stated that he has only
performed the delivery out of goodwill, to avoid conflicts, on the interest of the continuation of
the supply relationship.
9.7 If we incur costs due to the defective delivery of the Contract Object, particularly transport
costs, travel costs, labour costs, installation or expansion costs, material costs, or costs for a
receiving inspection outside of the usual scope, the Supplier shall bear these costs.
9.8 The Supplier shall bear the responsibility of his contractors’ faults as his own.

  1. Product liability and recall
    10.1 If we are subject to product liability claims, the Supplier is obliged to indemnify us from
    such claims, insofar and to the extent that these damages are caused by failure of the
    Contract Object delivered by the Supplier. In cases of fault-based liability, this only applies if
    the Supplier is to blame. If the cause of the damage lies within the Supplier’s area of
    responsibility, he must prove that he is not to blame.
    10.2 The Supplier assumes all costs and expenses incurred in the cases stipulated in § 10.1,
    including the costs of any legal proceedings.
    10.3 For the rest, the statutory provisions apply.
    10.4 Prior to any recall action that is wholly or partly the consequence of a defect of the
    Contract Object supplied by the Supplier, we will inform the Supplier, give him an opportunity
    to cooperate and discuss the efficient execution of the recall action, unless such informing is
    not possible due to urgency. If a recall action is the result of a defect of the Contract Object
    delivered by the Supplier, the Supplier will bear the costs of the recall action.
  2. Rights to rescind and terminate
    11.1 We are entitled over and above of the statutory rights of rescission to terminate the
    contract if the financial condition of the Supplier substantially deteriorates or threatens to do
    so and the fulfilment of the supply obligation towards us is endangered as a result thereof.
    11.2 We are furthermore entitled to rescind from the contract if
    • the Supplier becomes insolvent,
    • the Supplier stops its payments,
    • the Supplier enters into imminent illiquidity following § 18 InsO or if overindebtedness is
    • an insolvency procedure or comparable debt settlement procedure is initiated by the Supplier
    regarding the assets or operation of the Supplier, or
    • if the commencement of insolvency proceedings relating to the assets of the Supplier has
    been rejected due a lack of insolvency assets.

11.3 In the case of continuing obligations, § 11.1 and 11.2 apply analogous, with the
specification that instead of the right to rescind, an extraordinary right to terminate applies.
11.4 If the Supplier has rendered part of a performance, we are only allowed to rescind from
the entire contract if we have no interest in the partial performance.
11.5 If we rescind from the contract or terminate the contract based on the preceding
contractual rights to rescind and terminate, the Supplier shall compensate us for costs incurred
by us, unless he bears no responsibility for the rights to rescind or terminate.
11.6 Contractual rights and entitlements are not limited by the provision stipulated in § 11.

  1. Execution of works
    Persons who carry out work on the factory premises in fulfilment of the contract must observe
    the respective factory regulations. The liability for accidents which happen to these persons on
    the factory premises is excluded, as far as these were not caused by intent or grossly
    negligent breach of duty on the part of our legal representative or vicarious agents.
  2. Additionally provided performances
    Material, parts, containers, or special packaging (“additionally provided performances”)
    provided by us either against payment of a fee or at no cost remain our property. These may
    only be used as intended. We overtake the processing and assembly of additionally provided
    performances. It is agreed that we shall be the joint owner of the goods which were produced
    by using our products, kept safe for us by the Supplier. We reserve partial ownership of the
    goods which were produced by using our products until our claims resulting from the
    additionally provided performance have been fully satisfied. The Supplier has the right to resell
    goods which were produced by using our products in proper business transactions under
    reservation of title. The Supplier already now transfers all claims resulting from the resale of
    these goods with ancillary rights in full. The transferred claims serve to secure our incurred
    expenses resulting from the additionally provided performances. The Supplier is allowed
    to collect the claims. We can rescind these rights according to § 13 if the Supplier does not
    duly and properly perform its obligations towards us, gets into arrears with payment, stops his
    payments, or if an insolvency procedure or comparable debt settlement procedure is initiated
    by the Supplier regarding the assets of the Supplier. We can also rescind these rights
    according to § 13 in the case of or with looming material adverse change of the Supplier or if
    the Supplier enters into insolvency or overindebtedness. If the value of all collaterals held by
    us exceeds our claims by more than 10%, we will upon request of the Supplier release
    securities to this excessive amount as we choose.
  3. Documentation and secrecy
    14.1 All business and technical information made available by us (including any features of
    objects, documents or software, and any other know-how or experience) are, as long as and
    as far as they are not demonstrably knowledge in the public domain, be kept secret from third
    parties and may be made available in the Suppliers’ business only to such persons who
    necessarily have to be brought in for their use for delivery purposes. They are also obliged to
    secrecy; these goods remain our exclusive property. Such information may not – except for
    deliveries to us – be copied or commercially used without our prior written consent. Upon our
    request to do so, all information originating from us (if applicable including copies and

recordings) and objects loaned out are to be returned to us completely and without delay or
We reserve all rights to such information (including copyright and the right to register
intellectual property rights such as patents, utility models, semi-conductor protection, etc.). If
these are provided to us by third parties, these legal reservations also apply to these third
14.2 Products which were manufactured using documents drafted by us such as drawings,
models, and the like or manufactured using our confidential specifications or with our tools or
with replicated tools, may not be used, offered to third parties, or delivered by the Supplier
himself. This applies similarly for our print orders.

  1. Export control and customs
    15.1 The Supplier is obliged to inform us of any possible approval obligations for (re)exports of
    his goods pursuant to the German, European, or US export and customs provisions as well as
    the export and customs provisions of the country of origin of his goods in his business
    documents and to send the following for goods to be licensed on-time before the first delivery:
    • Material number
    • Description of goods
    • All applicable export list numbers, including the Export Control Classification Number
    according to the U.S. Commerce Control List (ECCN),
    • Trade-policy place of origin
    • Statistical goods number (HS code)
    • A contact person in his company to clarify any queries that might arise
    15.2 The Supplier is obliged to inform us immediately of any changes of the licencing
    obligations of the goods he will deliver to us based on technical or legal changes or regulatory
  2. Compliance
    16.1 The Supplier undertakes to, within the business relationship with us, not provide, grant,
    demand, or accept advantages that violate valid anti-corruption legislation, in business
    transactions nor in dealings with public officials.
    16.2. The Supplier undertakes to, within the business relationship with us, not reach
    agreements or agree upon synchronised behaviours with other companies which might lead to
    or result in a hindrance, limitation, or distortion of competition as defined by currently valid
    antitrust rules.
    16.3 The Supplier guarantees to comply with valid legislation concerning general statutory
    minimum wage and to oblige contractors to comply to the same extent. The Supplier will
    provide evidence of compliance with the aforementioned provision upon request. In the event
    of a breach of the aforementioned provision, the Supplier will indemnify us from claims by
    third parties and is obliged to reimburse any fines issued to us with connection to this.
    16.4 The Supplier shall comply with the respective statutory provisions governing the
    treatment of employees, environmental protection, and occupational safety and work to reduce
    negative humane and environmental effects during the execution of his tasks. To this end, the
    Supplier shall, in the scope of his capabilities, set up and further develop a management
    system compliant with ISO 14001. The Supplier will furthermore observe the principles of the
    UN Global Compact Initiative, principally concerning the protection of international human
    rights, the abolition of forced and child labour, the elimination of discrimination in hiring and

employment, as well as the responsible treatment of the environment
16.5 If suspicion of a violation of the obligations stipulated in § 16.1 to 16.4 arises, the
Supplier shall immediately explain potential violations and inform us of the measures taken to
inform us. If the suspicion turns out to be justified, the Supplier needs to inform us within a
reasonable period of time on which internal company measures he has taken to prevent future
violations. If the Supplier fails to fulfil these obligations within a reasonable period of time, we
reserve the right to rescind from the contract or terminate the contract effective immediately.
16.6 In the case of serious legal violations of the Supplier and violations of the statutory
provisions in § 16.1 to 16.4, we reserve the right to rescind from the contract or terminate the
contract without notice.

  1. Place of performance
    The place of performance is the place where the goods should be delivered or the service
    should be rendered as per the order.
  2. General provisions
    18.1 If one of the provisions of these Terms and Conditions or of additional agreements
    reached should be or become ineffective, this shall not affect the validity of the Terms and
    Conditions in other respects. The contractual partners are obliged to replace the ineffective
    provision with a new one as closely as possible following the economic intent of the previous
    18.2 The laws of the Federal Republic of Germany shall apply to this contractual relationship,
    to the exclusion of conflict of laws and the UN purchasing law (CISG).
    18.3 The place of jurisdiction for all legal disputes arising directly or indirectly from contractual
    relationships that are based on these purchasing Terms and Conditions is Karlsruhe. The
    Karlsruhe District Court is responsible for proceedings of all courts. We are furthermore
    entitled to sue the Supplier, choosing between the courts of his seat or his branch or the courts
    at the place of performance.