wedi GmbH

General Terms and Conditions of purchase (GTCP)

1. Scope of application
1.1 Our GTCP shall apply to all business relationships with our business partners and suppliers, hereinafter referred to as the Supplier. Our GTCP shall only apply in the event that the Supplier is a contractor or a legal entity under public law or a special fund under public law. They shall in particular apply to contracts governing the sale and/or delivery of movables or rights (hereinafter, Goods) regardless of whether the Supplier manufactures the Goods itself or purchases them from third-party suppliers (sections 433, 651 BGB [German Civil Code]). They shall be applicable in their current version as amended as a framework agreement even regarding future contracts with the same Supplier without any further explicit reference hereto. We shall inform the Supplier immediately of any modifications to our terms and conditions.

1.2 Our GTCP shall apply exclusively; any contradictory, supplementary or differing terms and conditions of the Supplier shall explicitly not apply, even if we accept the Supplier’s delivery without reservation despite knowledge of any contradictory terms and conditions.

1.3 Individual agreements with the Supplier (including ancillary agreements, amendments and modifications) shall take precedence over our GTCP. Concerning the contents of any such agreement, our written confirmation shall be authoritative.

1.4 Any legally relevant declarations of any kind, setting of deadlines, reminders, declarations of withdrawal must be in writing to take effect.

1.5 In addition, the statutory provisions shall apply insofar as they are not immediately modified or explicitly excluded by our GTCP.

2. Conclusion and scope of contract, title 
2.1 Orders shall only be legally binding if made in writing. In the event of any obvious errors and incompleteness of any order including order documents, the Supplier must inform us in writing prior to its acceptance for the purpose of correction and/or completion; otherwise, the contract shall not be deemed concluded. The written form of our order shall also be deemed complied with if it is made by electronic remote data transmission or by data carrier or by telefax.

2.2 In the event of informal business transactions and/or oral orders, the written order by wedi GmbH shall be considered a commercial letter of confirmation.

2.3 If the Supplier fails to accept the order immediately in writing, wedi GmbH shall be entitled to withdraw. If the Supplier accepts the order with any deviations, such deviations must be clearly identified in the acceptance. In such case, a contract shall only be concluded if wedi GmbH has agreed to such deviations in writing. Delayed acceptance shall be deemed to constitute a new offer and requires our acceptance.

2.4 Delivery schedules as part of our order planning process shall, unless agreed otherwise,become binding if the Supplier does not object in writing within two working days from receipt of the delivery schedule.

2.5 Cost estimates shall be binding and shall not be remunerated unless expressly agreed otherwise in individual cases.

2.6 wedi GmbH shall also be entitled to demand modifications to the delivery object following contract conclusion insofar as such modifications are deemed acceptable to the Supplier. In the event of any such contract modification, both parties shall reasonably take into account the implications regarding, in particular, additional costs or cost reductions, product quality and delivery dates.
2.7 Complete delivery shall include providing any assembly instructions, operating manuals, maintenance regulations, construction and general assembly drawings and other technical documentation. The Supplier undertakes to issue a long-term supplier’s declaration free of charge including the statistical goods number or, alternatively, to provide a certificate of origin.

2.8 Pursuant to EC Regulation No. 881/2002 of 27 May 2002 and EC Council Regulation No. 2580/2001 of 27 December 2001, wedi GmbH is obliged to subject recipients of services and funds to constant scrutiny. The negative result of such scrutiny shall be required for the conclusion of any and all contracts involving deliveries and services in connection with any cash flow.

2.9 wedi reserves any property rights and copyrights to images, plans, drawings, invoices, instructions for execution, product descriptions and other documents. They shall be subject to the obligation to maintain confidentiality under this contract. The Supplier undertakes to use all information and documentation received solely for the execution of the contract to wedi, not to use them for their own or other purposes, and not to disclose them to any third parties, unless wedi agrees thereto in writing. The same shall apply for any substances and materials as well as tools, templates, samples and other objects provided to the Supplier by wedi for the manufacture of contract products. Any such objects must be stored separately at the Supplier’s expense and adequately insured against destruction and loss for replacement value. Complete fulfilment of the contract shall include, in particular, providing long-term supplier’s declarations, certificates of origin, assembly instructions, operating manuals, maintenance regulations, construction and general assembly drawings and other technical documentation. Insofar as any manufacturer’s declaration or declaration of conformity (CE) is required, the Supplier must compile such declaration and upon request make it available immediately at its own expense.

2.10 Ownership of the Goods delivered must be transferred to wedi free from any conditions andregardless of payment of the purchase price. Any retention of title as may be agreed shall expire not later than upon payment of the purchase price for the Goods delivered. wedi shall remain entitled to resell the Goods in the proper course of business subject to advance assignment of any liabilities arising therefrom. In any case, any other forms of retention of title beyond simple retention of title shall be excluded.
3. Confidentiality/non-disclosure, return of documents
3.1 The Supplier shall keep confidential the conclusion of the contract, the contents and scope thereof.

3.2 Documents pursuant to Section 3.1 shall upon request be returned to wedi GmbH promptly and without right of retention. In the event that the order is accepted, the documents shall be returned to wedi not later than upon execution of the order without further request; electronic data shall be deleted without further request.

3.3 No reference shall be made to the business relationships in any publication unless wedi has given its prior written consent.

3.4 The present obligation to maintain confidentiality shall remain in effect beyond termination of the contractual relationship.

4. Delivery, delivery period, delay
4.1. All deliveries shall be made free domicile, duty paid, including packaging and transport insurance at the Supplier’s expense. In addition, Incoterms 2010 shall apply. Unless agreed otherwise, DDP plus transport insurance costs shall be deemed as agreed.
4.2 The Supplier shall assume the risk of procurement for its services. The Supplier shall assume the risk of accidental loss, destruction or deterioration until the Goods are accepted by wedi or a person authorised by wedi at the premises where the Goods are to be delivered pursuant to the order (place of fulfilment at the creditor’s domicile).

4.3 All deliveries must include detailed accompanying documents indicating the designation of the Goods, part number, order number, amount and certificates regarding any tests performed by the Supplier. Any cost for delays to processing and payment arising out of incomplete information shall not be borne by wedi.

4.4 ll agreed delivery dates and deadlines shall be binding. Compliance with the delivery date and/or delivery deadline shall be governed by the receipt of the Goods and/or service at the place of receipt indicated by wedi GmbH in the order.

4.5 Any delays in delivery shall be communicated promptly in writing stating the reasons and estimated duration of such delays.

4.6 In the event of a delay in delivery, wedi shall be entitled to the statutory rights and claims. In particular, wedi shall in case of delay on the part of the Supplier have the right to withdraw from the contract and in addition claim damages for non-performance.

4.7 Without prejudice to the statutory rights and claims due to any delay in delivery, wedi shall be entitled to claim from the Supplier, in addition to performance, a contract penalty of 0.5% of the contract value from the delay in delivery per calendar week or part thereof, however, no more than 5% of the total contract value of the delivery as the minimum amount of damages. If wedi accepts the delayed performance, wedi may claim the contract penalty not later than at the time of final payment.

4.8 Any force majeure, industrial disputes, operating disruptions without fault, riots, administrative measures and other unavoidable events shall for the duration of their existence release wedi from its obligation to approve any deliveries in due time. During such events and within two weeks following conclusion thereof, wedi shall, without prejudice to any of its other rights, be entitled to withdraw from the contract or part thereof insofar as such events are not of negligible duration and procurement from other sources required due to such events leads to a significant reduction of wedi’s demand.

5. Prices and terms of payment
5.1 The price set forth in the order shall be binding. The price indicated shall exclude statutory turnover tax. The price shall include all services and ancillary services performed by the Supplier, including packaging, transport costs and transport liability insurance. The Supplier shall, upon request, take back any packaging material from wedi.

5.2 Unless agreed otherwise, payments shall be made within 30 days from the date the amount becomes payable and the invoice has been received less a 3% discount, or within 45 days on net terms. The amount shall become payable upon receipt of a duly issued invoice stating all purchase order references and item numbers and upon complete delivery and/or performance of services. In the case of bank transfer, the payment shall be deemed to be made in due time if wedi instructs the bank to make the transfer prior to expiry of the payment period. wedi shall not owe any interest payable after the due date; the annual interest on arrears shall be 5 percentage points above the base rate. The statutory provisions for the first day of arrears shall apply which require a written reminder by the Supplier in each case notwithstanding any deviating terms herein.

5.3 Payments shall not be deemed as any acknowledgment of the delivery or service as complying with the contractual provisions; they shall also be made subject to the proviso of nvoice verification.

5.4 In the event of defective delivery of performance of services, including wrong delivery and underperformance, wedi shall be entitled to withhold an adequate amount of the payments. wedi shall have the rights to offset and retention and to raise objection against the nonfulfilment of the contract within the statutory limits. In particular, wedi shall have the right to withhold due payments as long as wedi is entitled to any outstanding claims against the Supplier due to incomplete or inadequate performance arising from the same business relationship.

5.5 The Supplier shall be entitled to any right to setoff or retention solely due to any finally adjudicated or uncontended counterclaims.

6. Complaints/warranties
6.1 The statutory provisions shall explicitly apply to all and any material or legal defects including wrong delivery and short delivery, improper installation, inadequate installation, operating manual or instructions for use and in case of any other violations of obligations by the seller, unless provided otherwise hereinafter: according to the statutory provisions, the Supplier shall in particular be liable for ensuring that the Goods are in the agreed condition upon transfer of risk to wedi. The agreed condition shall be governed by the product description, irrespective of whether the product description was provided by wedi or by the Supplier. By way of derogation from section 442 (1) sentence 2 BGB, wedi shall be entitled to claims for defects without deduction even if wedi remained unaware of the defect upon conclusion of the contract as a result of gross negligence.
The Supplier shall ensure that all products manufactured and/or delivered by the Supplier and all services performed by the Supplier are in compliance with the latest state of the art, relevant legal provisions and rules and regulations issued by authorities, trade associations and professional bodies as amended from time to time.

6.2 The statutory provisions shall apply for the commercial inspection and reporting obligations with the following proviso: wedi’s inspection obligation is limited to defects which become apparent during incoming goods control by means of external examination including the delivery documents and during internal quality assurance on a sampling basis (e.g. damages in transit, wrong and short deliveries). If approval of the delivery has been agreed upon, no inspection obligation shall apply. Otherwise, this shall depend on the extent to which an inspection is feasible in the proper course of business considering the circumstances of each individual case. In any case, our complaint shall be deemed as made immediately and in due time if it is received by the Supplier within 10 calendar days.

6.3 wedi shall be entitled to the statutory claims arising out of liability for defects without deduction. wedi shall in any case have the right to demand remedy of defects or replacement at its own discretion. In such case, the Supplier shall bear all expenses for such remedy or replacement. The right to claim damages, including but not limited to the right to claim damages in lieu of performance or in addition to withdrawal, shall be expressly reserved.

6.4 The Supplier shall bear the cost incurred by the Supplier for the purpose of inspection or rectification (including any disassembly and assembly cost) even if it becomes evident that there was no actual defect. Our liability for damages in case of unjustified demands to remedy defects shall remain unaffected; however, we shall only be liable if we have become aware, or have not become aware due to gross negligence, that there was no actual defect.

6.5 Any claims for defects, regardless of their legal ground, shall become time-barred 36 months following the delivery, notwithstanding any longer statutory limitation periods. If approval has been agreed upon, the limitation period shall commence upon approval of the entire contract performance.

6.6 In the event that the Supplier fails to promptly remedy the defect upon request by wedi, wedi shall in urgent cases, including in particular to avert any imminent danger or to avoid any major damage, have the right to remedy the defect itself or have it remedied by a third party at the Supplier’s expense, regardless of wedi’s right to arrange for a replacement itself at the Supplier’s expense in the aforementioned urgent cases. We shall also be entitled to demand a reasonable advance payment for the performance of such measures.

7. Third-party property rights
7.1 The Supplier guarantees that the object of the contract is free from any third-party rights. In case of any violation of third-party rights, the Supplier shall indemnify wedi against any claims.

7.2 wedi shall notify the Supplier immediately of any claims raised by third parties.

7.3 If the processing and/or use of the delivery object by wedi is impaired due to third-partyproperty rights, the Supplier shall, at its own expense, either acquire the relevant permission or amend or replace the performance such that the processing and/or use of the delivery is no longer obstructed by any third-party property rights and at the same time complies with the agreements under the contract. Such amendment or replacement must be deemed acceptable to wedi.
8. Product Liability
8.1 In the event that any product liability claim is asserted against wedi GmbH, the Supplier shall indemnify wedi against any such claims if and insofar as the damage has been caused in whole or in part by a fault of the object of the contract delivered by the Supplier.

8.2 In the cases according to Section 8.1, the Supplier shall bear all costs and expenses,including any costs for prosecution or product recall. Otherwise, the statutory provisions shall apply.
8.3 The Supplier is obliged to maintain product liability insurance with appropriate coverage and to provide evidence thereof upon request.

9. Miscellaneous, advertising bans, provisions
9.1 The Supplier shall in general not be authorised to advertise or even only identify the business relationship or even only any initiation of business with wedi without the prior consent of wedi, which shall only be valid in writing, in any form and in any media whatsoever. This includes, in particular, that the Supplier shall not be authorised to name wedi as a customer/purchaser as a reference.

9.2 The Supplier shall not be entitled to assign the order in whole or in substantial part to any third parties without the prior written consent of wedi (employment of subcontractors).

9.3 The Supplier shall promptly notify wedi in writing of any contract assignment under law and/or any amendment to the company.

9.4 If any products, tools, means of transport or other objects are provided by wedi, such objects shall remain the property of wedi. They may only be used in accordance with their intended use. The Supplier shall ensure that they are specially marked and stored and treated in a careful and appropriate manner. Any surrender to third parties shall not be permitted. In the event of any enforcement measures, the Supplier shall inform of such immediately in writing. The Supplier shall make all endeavours to safeguard property in the objects provided against any impairment and to return it to wedi upon request without right of retention.

9.5 If wedi provides parts to the Supplier, any processing and transformation shall be performed by the Supplier on behalf of wedi GmbH. If such goods subject to retention of title are processed with any other objects which are not the property of wedi GmbH, wedi GmbH shall acquire joint ownership in the new product in proportion of the value of the product from wedi GmbH (purchase price plus VAT) to the other objects at the time of processing. Any processing, mixing or combination (further processing) with objects provided by wedi shall be performed by the Supplier on wedi’s behalf. The same shall apply for the further processing of the delivered goods by wedi such that wedi shall be deemed the manufacturer and, according to the statutory provisions, acquire property in the delivered product upon further processing at the latest.

9.6 If the product provided by wedi is inseparably mixed with other products which are not the property of wedi GmbH, wedi GmbH shall acquire joint ownership in the new product in proportion of the value of the product subject to retention of title (purchase price plus VAT) to the other mixed objects at the time of mixing. If mixing is performed such that the Supplier’s product must be deemed the main product, it is agreed that the Supplier shall transfer proportionate ownership to wedi GmbH; the Supplier shall store the products with sole ownership or joint ownership on behalf of wedi GmbH.

10. Premature termination of the contract, suspension of payment, insolvency
10.1 If the Supplier suspends its payments or if its assets are subject to enforcement which is not ceased within a period of three weeks or if a provisional liquidator is appointed or insolvency proceedings are initiated over its assets or if there are any bill or cheque protests against the Supplier, wedi shall be entitled to terminate the contract without notice in whole or in part without penalty.

10.2 In the event of termination of the contract, all deliveries performed prior to such termination shall only be settled at the prices stipulated in the contract insofar as they can be used in accordance with their intended use. Any damage incurred by wedi shall be taken into account for billing.

11. Applicable law and place of jurisdiction
11.1 Any contracts between the parties shall be governed by the laws of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

11.2 The place of jurisdiction for any disputes shall be Emsdetten. wedi shall also be entitled, at its discretion, to file an action against the Supplier before the court of its corporate seat or branch or before the court of the place of fulfilment.

12. Partial Invalidity
12.1 In the event that individual parts of these GTCP are legally invalid, this shall not affect the effectiveness of the remainder of the provisions.

12.2 The invalid provision shall be replaced by such valid provision as most closely reflects the economic purpose of the invalid provision.

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