General Terms and Conditions of Purchase of VWH GmbH
As of: April 2024

For use towards:

1. a person who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (entrepreneur);
2. a legal entity under public law or a special fund under public law.

I. General Provisions

1. The following terms of purchase apply to all contracts relating to orders placed by VWH GmbH, unless otherwise agreed under individual contractual provisions.
2. In the version valid at the time of the order, or in any case in the version communicated to the supplier in text form, they also apply as a framework agreement to future contracts of the same kind, without us having to refer to them again in each individual case. They can be viewed at any time at www.vwh.de/aeb.html.
3. Deviating agreements made before or at the time of contract conclusion require our express written consent for each individual contract to be effective. We do not recognize any conflicting, additional, or deviating terms of sale and delivery of the supplier. This also applies if we accept a delivery or service without reservation while being aware of the supplier's terms of sale and delivery.
4. Legally relevant declarations and notices from the supplier relating to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing.

II. Conclusion of Contract

1. Offers and cost estimates from the supplier are binding and must be provided free of charge, unless otherwise agreed in writing.
2. The order, its amendment or supplementation, as well as other agreements made at the conclusion of the contract, are binding if we declare or confirm them in writing. An order created using automated systems, in which signature and name reproduction are missing, is considered to be in writing. The order may also be placed by e-mail. Our silence in response to offers, requests, or other statements from our supplier shall only be deemed consent if this has been expressly agreed in writing in the individual case pursuant to Section I.3. Insofar as the order contains obvious errors, typing or calculation mistakes, and/or the order, including the order documents, is incomplete, the supplier must notify us of this for the purpose of correction or completion prior to acceptance; otherwise it is not binding on us.
3. The supplier must confirm our order — stating the order number — without delay, at the latest within 5 working days, by e-mail exclusively using the e-mail address einkauf@vwh.de, unless we have expressly waived an order confirmation in writing.

III. Contract Performance – Delivery Time – Default in Delivery

1. The supplier is responsible for ensuring — that all data and circumstances necessary for fulfilling their contractual obligations, as well as our intended use of their deliveries, are known to them in good time, — that their deliveries include all components necessary for proper, safe, and economical use, — that they are suitable for the intended use and correspond to the current state of science and technology; — that they can also supply us with the delivered items or parts thereof as spare parts for a period of ten years after the delivery has been carried out.
2. The delivery date agreed in the order is binding and is deemed to have been met if
   1. deliveries have arrived at the delivery location specified by us on time within our usual business hours, and, where installation and assembly is required, written partial/final acceptance has taken place,
   2. services have been rendered at the location specified by us and written partial/final acceptance has taken place.
3. If it becomes apparent to the supplier that the agreed delivery date cannot be met, we must be notified of this immediately (unless otherwise agreed) in text form, stating the reasons and the expected duration of the delay, without this affecting the supplier's obligation to deliver on time.
4. We are not obliged to accept partial deliveries unless this has been agreed in advance in text form. If partial deliveries have been agreed, we may determine their chronological order. Acceptance of a partial delivery does not constitute recognition of the entire delivery as being in conformity with the contract.
5. Excess and short deliveries by the supplier always require our prior consent in text form.
6. We are not obliged to accept early delivery and reserve the right to invoice the supplier for storage costs associated with an early delivery up until the actual delivery date. The time and consequences of the transfer of risk, as well as the commencement of the warranty period, remain unaffected by this.
7. From the time of default in delivery or performance, we are entitled, in addition to further statutory claims against the supplier, to demand a contractual penalty of 0.5% for each commenced calendar week of default in delivery or performance, up to a maximum total of 5%, of the net remuneration of the respective outstanding delivery or service. The contractual penalty shall be offset against the damages for delay to be compensated by the supplier. The reservation of the contractual penalty may be asserted up until final payment. We retain the right to prove that we have suffered greater damage. The supplier retains the right to prove that we have suffered no damage at all, or only substantially less damage.
8. Acceptance of the delayed delivery does not constitute a waiver of claims for damages.
9. All documentation required for the execution of the order (in particular declarations of conformity, test and quality certificates, safety data sheets, operating and assembly instructions) must be supplied free of charge in both German and English. The supplier shall indemnify us against all third-party recourse claims in the event that they fail to supply this documentation to us upon first request, or supply it late or incorrectly.

IV. Force Majeure

1. If we are prevented by force majeure from fulfilling our contractual obligations, in particular from accepting the products, we shall be released from the obligation to perform for the duration of the impediment as well as a reasonable start-up period, without being liable to the supplier for damages. The same applies if the fulfilment of our obligations is rendered unreasonably difficult or temporarily impossible by unforeseeable circumstances beyond our control, in particular industrial action, official measures, energy shortages, or significant operational disruptions.
2. We are entitled to withdraw from the contract in whole or in part if such an impediment lasts longer than four months and we no longer have any interest in the fulfilment of the contract as a result of the impediment. At the supplier's request, we will declare after expiry of the period whether we will exercise our right of withdrawal or accept the goods within a reasonable period.

V. Packaging – Delivery Documents – Transfer of Risk – Default in Acceptance – Third Parties

1. The supplier must package the delivered goods in a customary and appropriate manner. We are entitled to prescribe the type of packaging to the supplier. We will only bear special packaging costs by prior agreement. Insofar as we have not prescribed packaging, the supplier must only use packaging made of environmentally friendly materials that do not impair material recycling. The supplier's obligation to take back packaging is governed by statutory provisions. If we return reusable packaging to the supplier freight-free, we are entitled to a refund equal to the value of the packaging.
2. 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) must be enclosed with the delivery in duplicate. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch notice with the same content must be sent to us separately from the delivery note.
3. Deliveries are made in accordance with Incoterms® 2020, unless otherwise agreed, DAP (within the EU) or DDP (outside the EU) to the delivery location specified in the order, including packaging, whereby the supplier also assumes unloading at their own cost and risk. The risk of loss, destruction, and deterioration passes to us, in the case of installation and assembly, only upon signature of the acceptance protocol. Acceptance is not replaced by commissioning or use of the delivered goods.
4. Statutory provisions apply to our default in acceptance. However, the seller must expressly offer us their performance even if a specific or determinable calendar date has been agreed for an action or cooperation on our part (e.g. provision of material). If we fall into default of acceptance, the seller may demand compensation for additional expenses in accordance with statutory provisions (§ 304 German Civil Code (BGB)). If the contract concerns an item to be manufactured by the seller that is not fungible (custom-made item), the seller is only entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.
5. Subcontracts to third parties for the execution of our orders may only be awarded with our prior written consent.

VI. Prices – Payments – Assignment – Set-off – Right of Retention – Invoicing

1. The prices agreed at the time of contract conclusion apply, in euros, plus any applicable statutory VAT at the applicable statutory rate.
2. Unless otherwise agreed in an individual case, the price includes all of the supplier's services and ancillary services (e.g. assembly, installation) as well as all incidental costs (e.g. packaging, transport costs including any transport and carrier liability insurance).
3. The agreed price is due within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a properly issued invoice. If we make payment within 14 calendar days, the supplier grants us a 2% discount on the net invoice amount. Our payment is made subject to invoice verification. We reserve the right to choose the method of payment (bank transfer, cheque, or bill of exchange). In the case of bank transfer, payment is deemed to have been made when the transfer order is issued to our bank. We do not owe any interest for maturity. Statutory provisions apply to default in payment.
4. The assignment of claims against us has not been agreed. Statutory transfers of claims or contracts must be notified to us in writing without delay.
5. We are entitled, at our discretion, to set off claims against each other and to exercise rights of retention. The supplier's right to set off claims and exercise rights of retention is limited to counterclaims that are legally established or undisputed.
6. Invoices must be sent by e-mail as an attached open PDF document to the following e-mail address: finance@vwh.de.
7. The invoice must contain our order number, the item, material, and/or article number, a reference (job number or cost center number), as well as, where applicable, the approved time records and the invoicing and service period. The customs tariff number, country of origin, and net weight must be stated for each item. For items originating in the USA, the ECCN number must also be stated. A separate invoice must be issued for each order and/or delivery note. Invoices that do not contain the agreed information will not become due.

VII. Software

1. Insofar as the scope of delivery includes non-standardized software, the supplier agrees, for a period of five years from delivery of the delivery item, to make changes/improvements to the software in accordance with our specifications in return for reasonable reimbursement of costs. Insofar as the software originates from their sub-suppliers, they will obligate them accordingly.
2. If the supplier's work performance includes the creation of custom software, the supplier will provide us with the source code upon acceptance of the work performance.

VIII. Ownership – Provided Materials

1. Ownership of ordered goods passes to us upon their receipt or acceptance at the delivery location, at the latest upon payment of the purchase price. We are entitled, even before payment, to resell, process, and otherwise dispose of the goods within the scope of ordinary business operations. Delivery under extended or prolonged retention of title is excluded.
2. Tools, molds, models, measuring equipment, samples, materials, parts, plans, designs, drawings, data carriers, process descriptions, works standards, software, calculations, computations, conditions, prices, and other documents and information that we provide to the supplier for the execution of an order or for other reasons remain our property and may not be reused, reproduced, or made accessible to third parties without our written consent, even after termination of the contract. Any intellectual property rights contained therein belong exclusively to us. The supplier is not entitled to register intellectual property rights or to assert prior-use rights. The granting of licenses or other rights of use has not been agreed.
3. Materials, parts, containers, special packaging, tools, measuring equipment, or similar items provided by us ("provided materials") may only be used for their intended purpose. The processing of materials and the assembly of parts is carried out on our behalf. We become co-owners, in proportion to the value of the provided materials to the value of the overall product, of the products manufactured using our materials and parts, which are held in safekeeping for us by the supplier to that extent. Reproductions of provided materials may only be made with our prior written consent. Such reproductions become our property upon their creation. The supplier has no right of retention over the provided materials, regardless of the reason. Provided materials and reproductions thereof may not be made accessible to third parties (including sub-suppliers) and may not be used for purposes other than those agreed. The supplier must compensate for any culpably caused damage to the provided materials. The items must be adequately insured against loss and damage.

IX. Quality Assurance – Foreign Trade – Environmental Protection – Corporate Responsibility

1. The supplier will implement and maintain effective quality assurance and demonstrate this to us upon request. At our request, the supplier will apply a quality management system in accordance with the requirements of ISO 9001 ff or an equivalent standard.
2. The supplier must provide us, as early as possible, by post or by e-mail exclusively using the e-mail address einkauf@vwh.de, with all data required and inform us of any approval requirements that we need in order to comply with all national, European, and international foreign trade and customs law requirements. Unless we or a third party are obliged to apply for export licenses, the supplier must obtain these licenses. In the event of changes to the origin or properties of the goods or services, or to the applicable foreign trade law, the supplier must update the export control and foreign trade data as early as possible, but at the latest before the delivery date, and communicate this in writing or by e-mail to the above e-mail address. The supplier bears all expenses and damages incurred by us due to the absence or inaccuracy of export control and foreign trade data.
3. The supplier undertakes to use environmentally friendly products for its deliveries and services within the scope of economic and technical feasibility. The requirements of the so-called RoHS Directive (2011/65/EU (RoHS II)) and the REACH Regulation (EC No. 1907/2006) must be strictly observed. Furthermore, the supplier warrants not to supply any delivery items containing conflict minerals as defined in Section 1502 of the U.S. Dodd-Frank Act of 2010. If the supplier cannot rule out their presence, they will notify us of this immediately in writing, stating our item number.
4. The supplier undertakes to comply with the laws and other regulations of the applicable legal system(s), to tolerate no form of corruption or bribery, and to observe the fundamental rights of employees as well as the prohibition of child and forced labor. Furthermore, the supplier will assume responsibility for the health and safety of their employees in the workplace, ensure fair remuneration and working hours, comply with applicable environmental protection regulations, and promote and demand compliance with these principles among their suppliers to the best of their ability.
5. The supplier grants us the right to review the requirements set out in items 1 to 4 upon prior notice and during normal business hours.

X. Accident Prevention

If employees or agents of the supplier work on our business premises or at our customers' premises, they must observe the accident prevention regulations and all other safety regulations as well as the operating rules.

XI. Claims for Defects

1. Deliveries and services must, in type, quality, and execution, correspond to our order and the drawings, specifications, and other technical documents provided for the order, be free of material defects and third-party rights, and be suitable for the stated purpose of use. If the supplier owes a specific work result, this must be demonstrated upon acceptance. The supplier must take into account the current state of the art and relevant statutory provisions, including regulations and guidelines of authorities, trade associations, and professional bodies, for all deliveries and services.
2. Acceptance of a delivery or service is subject to inspection for freedom from defects. Weights, dimensions, and quantities are determined by the results of our incoming inspection.
3. We will notify the supplier of obvious defects within 10 working days of receipt of the goods, and of hidden defects within 10 working days of their discovery.
4. We are entitled, at our discretion, to demand subsequent performance by means of repair, replacement delivery, or re-manufacture in accordance with statutory provisions. The supplier must reimburse all costs and expenses incurred by us as a result of subsequent performance, in particular the costs of locating the defect, retrofitting costs, removal and installation costs, and transport, travel, labor, and material costs. In addition, we are entitled, in accordance with statutory provisions, to compensation for any damage we incur. If subsequent performance is not carried out within a reasonable period or fails, or if setting a deadline was unnecessary, we may withdraw from the contract or reduce the purchase price and demand, in accordance with statutory provisions, damages in lieu of performance or reimbursement of futile expenses. The supplier bears the costs and risk of returning defective deliveries. Any warranty claims we may have that go beyond the statutory rights for defects remain unaffected by this.
5. If the supplier fails to fulfil their obligation of subsequent performance within a reasonable period set by us, without having the right to refuse subsequent performance, we are also entitled to carry out the necessary measures ourselves, at the supplier's expense and risk, or to have them carried out by a third party. If, due to particular urgency (e.g. to avoid an interruption in production) and/or the otherwise expected unreasonably high damage in relation to the warranty obligation, it is no longer possible to inform the supplier of the defect and the impending damage and to set them even a short deadline for remedy, we are entitled to carry out this measure immediately and without prior consultation.
6. Claims for defects become time-barred after 36 months from the transfer of risk, unless the law provides for longer periods, for example for structures or goods that have been used for a structure in accordance with their customary use. If the supplier has fraudulently concealed a defect, the limitation period is ten years.
7. For defects reported by us within the limitation period, these claims become time-barred at the earliest six months after the defect was reported.
8. If the supplier fulfils their obligation of subsequent performance by way of replacement delivery, the limitation period for the replacement goods delivered begins anew upon their delivery, unless the supplier has expressly and legally validly reserved, when providing subsequent performance, that the replacement delivery is made only as a gesture of goodwill, to avoid disputes, or in the interest of maintaining the supply relationship.

XII. Supplier Recourse

1. Our statutory recourse claims within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 BGB) are available to us in full, in addition to our claims for defects. In particular, we are entitled to demand from the supplier exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
2. In the event of a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 445a para. 1, 439 paras. 2 and 3 BGB), we will notify the supplier and, briefly outlining the facts, request a statement in text form. If a substantiated statement is not provided within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed owed to our customer. The supplier retains the right to provide evidence to the contrary in this case, but bears the burden of doing so.
3. Our claims arising from supplier recourse also apply if the defective goods have been further processed by us or another company, e.g. by installation into another product.

XIII. Liability for Damages and Expenses – Product Recall – Infringement of Intellectual Property Rights

1. The supplier is liable to us, regardless of the legal basis, without limitation to the extent provided by law, for damages and expenses.
2. This also applies to the averting of damage, such as measures taken by our customer service, as well as recall actions carried out by us. We will inform the supplier of the content and scope of recall measures — insofar as possible and reasonable — and give them the opportunity to comment.
3. The supplier is furthermore liable, within the scope of statutory provisions, for damages caused to VWH GmbH's customers as a result of a defective delivery, e.g. downtime/production loss costs.
4. If the supplier is responsible for a product defect, they must indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they themselves are liable externally.
5. Subject to paragraph 6, the supplier warrants that no commercial property rights or copyrights (hereinafter "intellectual property rights") of third parties in countries of the European Union or other countries in which they manufacture or have the goods manufactured are infringed by goods supplied by them.
6. The supplier is obliged to indemnify us against all claims asserted against us by third parties due to infringement of intellectual property rights, and to reimburse us for all necessary expenses in connection with such claims. This does not apply insofar as the supplier proves that they are not responsible for the infringement of intellectual property rights and could not have been aware of it at the time of delivery even when exercising commercial diligence.
7. Further statutory or contractual claims remain unaffected.
8. Claims for damages and reimbursement of expenses become time-barred after 36 months from the statutory commencement of the limitation period, unless the law provides for longer periods.

XIV. Termination

1. In addition to the statutory rights of withdrawal, we are entitled to withdraw from or terminate the contract with immediate effect if the supplier has ceased supplying its customers, if there is a significant deterioration, or a threat of significant deterioration, in their financial situation, which jeopardizes the fulfilment of their delivery obligation to us, if they are insolvent or over-indebted, if they cease payments, or if they or a creditor apply for the opening of insolvency proceedings over their assets and this application is not withdrawn or rejected within one week.
2. If we make use of the above or a statutory right of withdrawal or termination, the supplier must compensate us for any resulting damage, unless they are not responsible for the occurrence of the right of withdrawal or termination. We reserve all statutory rights and claims.

XV. Confidentiality

1. Our business and technical information that we provide to the supplier or of which they otherwise become aware ("Confidential Information") may not be disclosed, passed on to third parties, reproduced, reverse-engineered, analyzed, or used for any purpose other than the agreed purpose without our prior written consent. This does not apply to information which the supplier can prove in writing was a. publicly known at the time of communication, or subsequently becomes publicly known without breach of confidentiality by the supplier, b. already known to the supplier at the time of communication, or c. communicated to the supplier by a third party without the supplier thereby breaching any confidentiality obligations.
2. Employees of the supplier, as well as sub-suppliers and their employees involved in the execution of an order, must be separately obligated in writing to maintain confidentiality prior to any disclosure or transmission.
3. The supplier must handle our Confidential Information with care, mark it as our property, protect it through necessary and appropriate security measures, and store it in such a way that it can be segregated at any time.
4. If an order is not executed or the contractual cooperation ends, the supplier must immediately cease using our Confidential Information, including any reproductions, reverse-engineered copies, or analyses. Our Confidential Information, including any reproductions, reverse-engineered copies, or analyses, must be returned to us immediately and in full, or, insofar as return is not possible due to its nature, irretrievably destroyed, and we must be given written confirmation of the complete return or destruction. There is no right of retention.
5. The obligation of confidentiality continues for 10 years beyond the termination of the contractual cooperation.
6. In the event of a breach of these confidentiality obligations, the supplier undertakes to pay a contractual penalty amounting to 20% of the order value, unless they are not responsible for the breach. In addition, in the case of particularly serious violations, we are entitled to terminate the entire contractual relationship with the supplier without notice and without compensation, and, where applicable, to reclaim payments already made. A particularly serious violation exists in particular if the supplier passes on acquired or received knowledge to third parties competing with us. We reserve the right to assert this contractual penalty up until final payment.

XVI. Data Protection

The supplier agrees that their company-specific data received by us in the course of the business relationship will be stored and automatically processed in our IT system. Advertising with the business relationship: Advertising with the business relationship with VWH GmbH requires our prior written consent.

XVIII. Insurance

1. For all deliveries and services, the supplier must maintain appropriate business and product liability insurance until the expiry of the respective limitation period, covering our business and technical information provided to them.
2. At our request, a current confirmation from the insurer must be provided to us without delay.
3. The supplier's liability under Sections XI and XIII is not limited by the scope of the business and product liability insurance.

XIX. Place of Performance, Jurisdiction, Choice of Law, Contract Language, Severability Clause

1. The place of performance for all deliveries and services is the destination specified in our order. Insofar as no such place is stated in the order, our registered office shall be the place of performance.
2. The exclusive place of jurisdiction for all legal disputes arising in connection with these terms and the business relationships is the court having jurisdiction over our registered office. However, we are also entitled to bring an action before the court having jurisdiction over the supplier's registered office.
3. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. The contract language is German.
5. Should individual provisions of these terms of purchase be or become invalid, unenforceable, or incomplete, the remaining provisions and the contract existing between the parties shall remain unaffected. The parties undertake to replace the invalid, unenforceable, or incomplete provisions with valid provisions that come closest to the meaning, economic purpose, and intent of the parties.