Status: September 2020

GENERAL TERMS AND CONDITIONS OF PURCHASE

1. Scope

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "AEB") shall apply to all business relations with our suppliers (hereinafter referred to as "Contractual Partner"). The AEB shall only apply if the Contractual Partner is an entrepreneur (sec. 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

1.2 The AEB shall apply to contracts for the sale and/or delivery of movable things (hereinafter referred to as "Goods") to us, irrespective of whether the Contractual Partner manufactures the Goods themselves or purchases them from subcontractors (sec. 433, 650 of the German Civil Code). Unless otherwise agreed, the AEBs in the version valid at the time of our order or, in any case, in the version most recently communicated to the Contractual Partner in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. The Contractual Partner agrees to the validity of the AEB at the latest with the unopposed execution of the delivery of the Goods

1.3 Our AEB apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Contractual Partner shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This consent requirement shall apply in any case, for example even if we accept the deliveries of the Contractual Partner without reservation in the knowledge of his General Terms and Conditions

2. Conclusion of contract

2.1 Our order shall be deemed binding at the earliest upon written submission or confirmation. The Contractual Partner shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

2.2 The Contractual Partner is obliged to confirm our order in writing within a period of 48 hours or, in particular, to execute it without reservation by dispatching the Goods (acceptance). A delayed acceptance shall be deemed to be a new offer and requires our acceptance.

3. Delivery time and delay in delivery

3.1 The delivery time stated by us in the order is binding. If the delivery time is not stated in the order and not otherwise agreed, it is 2 weeks from the conclusion of the contract. If the delivery time indicated by the Contractual Partner has been described as "expected", "approximate", "subject to usual reservations" or by equivalent terms and has been accepted by us, there may be a maximum of 3 calendar days between the date indicated and the actual delivery. The compliance with the delivery date or the delivery period shall be determined by the proper receipt of the Goods or the faultless performance of the service and the handing over of the documentation at our registered office in Feuchtwangen.

3.2 The Contractual Partner shall be obliged to inform us immediately in writing, stating the reasons and the expected duration of the delay, if he is likely to be unable to meet agreed delivery times - for whatever reason. If such notification is not given or is given late, the Contractual Partner shall be liable for any damage resulting therefrom. The unconditional acceptance of the delayed delivery does not constitute a waiver of claims for compensation.

3.3 If the Contractual Partner does not perform its service or does not perform it within the agreed delivery period or is in default, our rights - in particular to revocate the contract and claim damages - shall be determined in accordance with the statutory provisions, whereby a grace period entitling the Contractual Partner to revocate the contract and claim damages for non-performance shall generally be 14 calendar days. The regulations in section 3.4 remain unaffected.

3.4 If the Contractual Partner is in default, we may - in addition to further legal claims - demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the Goods delivered late. We reserve the right to prove that a higher damage has occurred. The Contractual Partner reserves the right to prove that no damage at all or only a significantly lower damage has been incurred.

4. Performance, delivery, transfer of risk, default of acceptance

4.1 Without our prior written consent, the Contractual Partner shall not be entitled to have the performance owed by him rendered by third parties (e.g. subcontractors). The Contractual Partner shall bear the procurement risk, unless otherwise agreed in individual cases (e.g. limitation to stocks).

4.2 Unless otherwise agreed, the Goods shall be delivered "free domicile" to the place specified in the order. If the place of destination is not specified and unless otherwise agreed, the Goods shall be delivered to our registered office in Feuchtwangen. The respective place of destination shall also be the place of performance for the delivery and any cure (obligation to be performed at the place of performance). The delivery includes the unloading of the Goods at the responsibility and expense of the Contractual Partner.

4.3 The delivery of the Goods shall be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (item number and quantity) and our order identifier (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. Separated from the delivery note, a corresponding dispatch note with the same content must be sent to us.

4.4 The risk of accidental loss and accidental deterioration shall pass to us upon delivery at the place of performance. In the event of acceptance, this shall be decisive for the transfer of risk and the statutory provisions of the law on contracts for work and services shall apply, unless otherwise agreed in these AEB.

4.5 The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Contractual Partner must also expressly offer us his performance if a specific or definable calendar period has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Contractual Partner may demand reimbursement of his additional expenses in accordance with the statutory provisions (sec. 304 of the German Civil Code). If the contract relates to an specific item to be manufactured by the Contractual Partner (individual production), the Contractual Partner shall only be entitled to further rights if we are obliged to cooperate and are responsible for the lack of cooperation.

4.6 The time of Goods acceptance is Monday to Friday from 8.00 am to 4.00 pm, unless agreed otherwise.

5. Prices and terms of payment

5.1 The price stated in the order or the price agreed in a framework agreement with the Contractual Partner is binding. All prices include statutory value added tax, unless this is shown separately.

5.2 Unless otherwise agreed in writing in individual cases, the price shall include all performances and ancillary services of the Contractual Partner (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

5.3 Unless otherwise agreed, the purchase price shall be due for payment within 60 calendar days of complete delivery and performance (including acceptance) and receipt of a proper invoice. If we make payment within 45 calendar days, the Contractual Partner shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made on time if our bank receives our transfer order before the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.

5.4 We do not owe any interest on maturity. The statutory provisions shall apply to default of payment.

5.5 We shall be entitled to rights of set-off and retention as well as the defence of unperformed contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we still have claims against the Contractual Partner arising from incomplete or defective performance.

5.6 The Contractual Partner shall only have a right of set-off or retention on the basis of counterclaims that have been legally established or are undisputed.

5.7 Unless otherwise agreed, invoices to us are not to be enclosed with the Goods but sent to the e-mail address rechnungen@vp-group.de. Invoices must state the order number, article number and supplier number; invoices cannot be processed without these details and any delays shall be at the expense of the Contractual Partner.

6. Retention of title

6.1 We reserve the property rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, advertising material and other documents which we provide to the Contractual Partner. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract.

6.2 The provision above shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide or otherwise make available to the Contractual Partner for production. Such items - as long as they are not processed - must be stored separately at the Contractual Partner's expense, treated with care, insured to an appropriate extent against destruction and loss and protected against unauthorized access by third parties.

6.3 Any processing, mixing or combination (further processing) of provided items by the Contractual Partner shall be carried out for us. The same shall apply if the Goods supplied are processed further by us so that we shall be deemed to be the manufacturer and shall acquire title to the product at the latest upon further processing in accordance with the statutory provisions.

6.4 The transfer of ownership of the Goods to us must take place unconditionally and without regard to the payment of the purchase price. If, however, we accept an offer of transfer of title made by the Contractual Partner in individual cases due to payment of the purchase price, the Contractual Partner's reservation of title shall expire at the latest upon payment of the purchase price for the Goods delivered. In the ordinary course of business, we shall remain authorized to resell the Goods in advance of payment of the purchase price and to assign the resulting claim (alternatively, simple retention of title extended to resale). All other forms of retention of title are thus excluded, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

7. Quality, proof of origin and product labelling

7.1 The Goods delivered must at least correspond to the state of the art and all legal norms, regulations and standards applicable to them (e.g. DIN, VDE) and must have the necessary approvals and test marks (e.g. CE). The Contractual Partner shall indemnify us against all claims of third parties based on a violation of the aforementioned requirements.

7.2 The Contractual Partner shall provide us with all prescribed and contractually required test certificates and standard verification documents and shall provide systems for compliance with the regulations specified in section 7.1 with the necessary information.

7.3 The Contractual Partner shall be obliged to document in its quality records for all deliveries and services the manner in which and by whom defect-free manufacture, delivery and performance has been ensured; the relevant evidence shall be presented to us on request. The Contractual Partner shall oblige its suppliers to the same extent.

7.4 The Contractual Partner must send us the declarations regarding the origin of the Goods under customs law in good time, i.e. as a rule 5 working days before delivery, and provide evidence of his details at our first request by means of an information sheet confirmed by the customs office. The Contractual Partner shall be liable to us for any and all disadvantages resulting from a declaration of origin not being submitted or being submitted late.

7.5 The Contractual Partner shall label the Goods to be delivered to us in the manner specified or agreed by us. If there is no specification or agreement, the Goods shall not be labelled.

8. Defective delivery

8.1 The statutory provisions shall apply to our rights in the event of material defects and defects of title of the Goods (including delivery of a different thing or lesser amount as well as improper assembly, defective assembly, operating or user instructions) and in the event of other breaches of duty by the Contractual Partner, unless otherwise specified below or in a framework agreement.

8.2 In accordance with the statutory provisions, the Contractual Partner shall be liable in particular for ensuring that the Goods have the agreed quality at the time of transfer of risk to us. The specifications in any framework agreement with the Contractual Partner as well as those product and service descriptions which - in particular by designation or reference in our order - are the subject matter of the respective contract or have been incorporated into the contract in the same way as these AEB shall be deemed to be an agreement on quality. It makes no difference whether the product and service description originates from us, the Contractual Partner or the manufacturer.

8.3 We shall not be obliged to inspect the Goods or to make special inquiries about any defects upon conclusion of the contract. Partially deviating from sec. 442 paragraph 1 sentence 2 of the German Civil Code we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

8.4 For the commercial duty of inspection and notification of defects, the statutory provisions (sec. 377, 381 of the German Commercial Code (HGB)) shall apply with the following provision: Our duty of inspection shall be limited to defects which become apparent during our incoming Goods inspection under external review including the delivery documents (e.g. transport damage, delivery of a different thing or lesser amount) or which are recognizable during our quality control in a random sampling procedure. As far as an acceptance is agreed, there is no obligation to examine. In addition, it depends on the extent to which an inspection is feasible in the normal course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Irrespective of our obligation to examine the Goods, our complaint (notification of defects) shall in any case be deemed immediate and timely if it is sent within 3 working days of discovery or, in the case of obvious defects, of delivery.

8.5 Cure shall also include the removal of the defective Goods and their reinstallation, provided that the Goods have been installed in or attached to another object in accordance with their nature and intended use; our legal claim to reimbursement of corresponding expenses shall remain unaffected. The Contractual Partner shall bear the expenses required for the purpose of testing and cure even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests for the removal of defects shall remain unaffected; however, we shall only be liable in this respect if we have recognized or grossly negligently failed to recognize that there was no defect.

8.6 Notwithstanding our statutory rights and the provisions in section 8.5, the following shall apply: If the Contractual Partner fails to meet his obligation to provide cure - at our discretion either by remedying the defect (rework) or by delivering a defect-free item (replacement) - within a reasonable period of time set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the Contractual Partner. If the cure by the Contractual Partner has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Contractual Partner of such circumstances without delay, if possible in advance.

9. Supplier recourse

9.1 In addition to claims for defects, we shall be entitled without limitation to our legally determined rights of recourse within a supply chain (supplier recourse according to sec. 445a, 445b, 478 of the German Civil Code). In particular, we are entitled to demand from the Contractual Partner exactly the type of cure (rework or replacement) that we owe to our customer in the individual case. Our legal right of choice (sec. 439 paragraph 1 of the German Civil Code) is not restricted by this.

9.2 Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses in accordance with sec. 445a paragraph 1, sec. 439 paragraphs 2 and 3 of the German Civil Code), we shall notify the Contractual Partner and ask for a written statement, giving a brief description of the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is brought about, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Contractual Partner shall be responsible for proving the contrary.

9.3 Our claims from supplier recourse shall also apply if the defective Goods have been further processed by us or another company, e.g. by installation in another product.

10. Producer liability

10.1 If the Contractual Partner is responsible for damage to a product, it shall indemnify us against third-party claims to the extent that the cause lies within its sphere of control and organization and it is itself liable in the external relationship.

10.2 Within the scope of his obligation to indemnify, the Contractual Partner shall reimburse us for any expenses pursuant to sec. 683, 670 of the German Civil Code which arise from or in connection with any recourse to third parties, including recall actions carried out by us. We shall inform the Contractual Partner about the content and scope of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.

10.3 The Contractual Partner shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 10 million per personal injury/property damage.

11. Property rights of third parties

11.1 The Contractual Partner warrants that no rights of third parties are infringed in connection with or by the delivery. If claims are made against us by a third party in this respect, the Contractual Partner shall be obliged to indemnify us from these claims on first request.

11.2 In the event of claims for damages by the third party, the Contractual Partner shall be entitled to prove that he is not responsible for the infringement of the rights of the third party. We shall not be entitled to make any agreements with the third party without the consent of the Contractual Partner, in particular not to conclude a settlement.

11.3 The Contractual Partner's obligation to indemnify shall apply to all expenses necessarily incurred by us from or in connection with the claim asserted by a third party, unless the Contractual Partner proves that it is not responsible for the breach of duty on which the infringement of property rights is based.

11.4 The limitation period for these claims shall be three years, beginning with the transfer of risk.

12. Confidentiality

12.1 The Contractual Partner is obliged to keep all information entrusted to him in accordance with sections 6.1 and 6.2 as well as our company and business secrets strictly confidential and not to use this information either for himself or for third parties. The obligation of secrecy shall not apply to such information which was verifiably already known to the Contractual Partner at the time of notification to him, which is generally accessible or for which there is a statutory duty of disclosure. In case of doubt, the Contractual Partner is obliged to obtain our prior written consent as to whether or not a certain fact is to be kept secret. The obligation to maintain secrecy applies in particular (but not exclusively) to information concerning our prices, performances, advertisements and sales promotion concepts.

12.2 The Contractual Partner is obliged to require its employees (including freelancers), suppliers and other third parties that it employs for the performance of the contract to comply in writing with the obligations under section 12.1.

12.3 The Contractual Partner may only advertise the business relationship with us and use our trade names, logos, trademarks or other industrial property rights with our prior written consent.

13. Exclusion of liability

13.1 Subject to the following exceptions, we shall not be liable, in particular not for claims of the Contractual Partner for damages or reimbursement of expenses - irrespective of the legal basis.

13.2 The exclusion of liability provided for in section 13.1 shall not apply: (i) for our own intentional or grossly negligent breaches of duty and intentional or grossly negligent breaches of duty by our legal representatives or vicarious agents, (ii) for the breach of essential contractual obligations, i.e. such obligations whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the Contractual Partner may regularly rely, (iii) in the case of injury to body, life and health, also by legal representatives or vicarious agents, (iv) in the case of the assumption of a guarantee and (v) in the case of legally binding liability situations.

13.3 The exclusion of liability regulated in sections 13.1 and 13.2 shall also apply to breaches of duty committed prior to the time of conclusion of the contract. Our liability for such pre-contractual breaches of duty is excluded or limited to the same extent as our liability would have been excluded or limited if the breach of duty had been committed after conclusion of the contract. Therefore, the Contractual Partner waives to this extent any claims for compensation to which he may be entitled and which have already arisen and we accept this waiver.

14. Statute of limitations

14.1 The mutual claims of the contracting parties shall expire in accordance with the statutory provisions, unless otherwise provided for in the following.

14.2 Deviating from sec. 438 paragraph 1 number 3 of the German Civil Code, the general limitation period for claims for defects is 3 years from the transfer of risk. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for claims for restitution of the thing by third parties (sec. 438 paragraph 1 number 1 of the German Civil Code) shall remain unaffected; moreover, claims arising from defects of title shall not be subject to a limitation period under any circumstances as long as the third party can still assert the right - in particular in the absence of a limitation period - against us.

14.3 Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (sec. 195, 199 of the German Civil Code) shall apply unless the application of the limitation periods of the law on sales leads to a longer limitation period in an individual case.

15. Severability clause

15.1 Should any provision of these AEB be or become invalid/void or unenforceable in whole or in part due to the law of general terms and conditions according to sec. 305 to 310 of the German Civil Code, the statutory provisions shall apply.

15.2 Should a present or future provision of these AEB be or become invalid/void or unenforceable in whole or in part for reasons other than the provisions relating to the law of general terms and conditions in accordance with sec. 305 to 310 of the German Civil Code, the validity of the remaining provisions of this contract shall not be affected and the provisions in accordance with sections 15.3 and 15.4 below shall apply. The same shall apply if a gap requiring supplementation arises after conclusion of the contract with the Contractual Partner.

15.3 Contrary to a possible principle according to which a severability clause shall in principle only reverse the burden of proof, the validity of the remaining contractual provisions shall be maintained under all circumstances and thus sec. 139 of German Civil Code shall be waived altogether.

15.4 The parties shall replace the invalid, void or unenforceable provision or gap to be filled for reasons other than those relating to the law of the general terms and conditions in accordance with sec. 305 to 310 of the German Civil Code by a valid provision which corresponds in its legal and economic content to the invalid, void or unenforceable provision and the overall purpose of the contract. Sec. 139 of the German Civil Code (partial invalidity) is expressly excluded. If the invalidity of a provision is based on a measure of performance or time (period or deadline) specified therein, the provision shall be agreed to a legally permissible measure which comes as close as possible to the original measure.

16. Written form

16.1 Individual agreements made with the Contractual Partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these AEB. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

16.2 Legally relevant declarations and notifications of the Contractual Partner with regard to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the party making the declaration, shall remain unaffected.

17. Applicable law and place of jurisdiction

17.1 The AEB and the contractual relationship between us and the Contractual Partner shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention.

17.2 If the Contractual Partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be Munich (Regional Court Munich I).