General Conditions of Purchase

Multigear GmbH
Status: May 29, 2013, Rev: 2.0
Applicable in business dealings with entrepreneurs, legal entities under public law and special funds under public law.

1. General

1.1 Our conditions of purchase apply exclusively. General terms and conditions of the customer that contradict or deviate from our purchasing conditions are only recognized to the extent that we have expressly agreed to them in writing. 1.2 The acceptance of goods or services from the customer or their payment does not imply acceptance of the customer's general terms and conditions. 1.3 Our offers are non-binding. Delivery contracts and all other agreements (including ancillary agreements), as well as declarations by our representatives, only become legally binding for us through our written confirmation. 1.4 Deviations from our contracts and orders are only permitted with our prior written consent. 1.5 German law applies exclusively to the contractual relationships, excluding conflict of laws and the UN Sales Convention (CISG).

2. Delivery, delivery dates

2.1 Deviations from our contracts and orders are only permitted with our prior written consent. 2.2 Agreed dates and deadlines are binding. Receipt of the goods by us is decisive for compliance with the delivery date or the delivery period. If delivery “free works” (DAP or DDP in accordance with Incoterms 2010) has not been agreed, the supplier must make the goods available in good time, taking into account the time to be agreed with the carrier for loading and shipping. 2.3 If the supplier has taken over the installation or assembly and nothing else has been agreed, the supplier bears all necessary ancillary costs such as travel costs, provision of the tool and releases, subject to deviating regulations. 2.4 If the agreed dates are not met, the statutory provisions apply. If the supplier foresees difficulties with regard to production, supply of raw materials, adherence to the delivery date or similar circumstances that could prevent him from delivering on time or delivering in the agreed quality, the supplier must notify our ordering department immediately. 2.5 The unconditional acceptance of the delayed delivery or service does not constitute a waiver of any claims for compensation due to the delayed delivery or service; this applies until full payment of the remuneration owed by us for the delivery or service concerned. 2.6 Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us. 2.7 Unless otherwise proven, the values determined by us during the incoming goods inspection are decisive for the number of items, weights and dimensions.

3. Elimination of the purchase obligation

3.1 Force majeure, operational disruptions through no fault of our own, unrest, official measures and other unavoidable events release us from the obligation to accept the goods in good time for the duration of their existence. During such events as well as within two weeks after their end, we are entitled - without prejudice to our other rights - to withdraw from the contract in whole or in part, provided that these events are not of insignificant duration and our needs are significantly reduced because of the other procurement that is therefore necessary. 3.2 The regulations of section 3.1 also apply in the event of industrial disputes.

4. Prices

If no special agreement has been made, the prices are delivered to the named place (DAP according to Incoterms 2010) including packaging. Sales tax is not included.

5. Transfer of risk

The supplier bears the material risk until acceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order.

6. Payments

Unless otherwise agreed, the invoice will be settled either within 20 days with a 3% discount or within 30 days without any deduction from the due date of the payment claim and receipt of both the invoice and the goods or provision of the service. Payment is made subject to the invoice verification.

7. Claims for defects

7.1 The acceptance is subject to an examination for freedom from defects, in particular for correctness and completeness, as far as and as soon as this is feasible in the normal course of business. We will report any defects immediately after they are discovered. In this respect, the supplier waives the objection to late notification of defects. 7.2 The statutory provisions on material defects and defects of title apply, unless otherwise regulated below. 7.3 In principle, we have the right to choose the type of supplementary performance. However, the supplier can refuse the type of supplementary performance chosen by us if it is only possible at disproportionate costs. 7.4 If the supplier does not start remedying the defect immediately after our request to remedy the defect, we have the right in urgent cases, in particular to avert acute dangers or avoid major damage, to do this ourselves or by third parties at the expense of the supplier Side to have made. 7.5 In the event of defects of title, the supplier shall also indemnify us against any third party claims, unless he is not responsible for the defect in title. 7.6 Claims for defects become statute-barred after 3 years, except in cases of fraudulent intent, unless the item has been used for a building in accordance with its normal use and has caused its defectiveness. The limitation period begins with the delivery of the subject matter of the contract. 7.7 If the supplier fulfills his obligation to provide supplementary performance by means of a replacement delivery, the limitation period for the goods delivered as replacement begins to run again after their delivery, unless the supplier has expressly and correctly reserved the right to replacement delivery only as a gesture of goodwill, in order to avoid it of disputes or in the interest of the continuation of the supply relationship. 7.8 If we incur costs as a result of the defective delivery of the contractual item, in particular transport, travel, labor, installation, removal material costs or costs for an incoming inspection that exceeds the usual scope, the supplier must bear these costs.

8. Product Liability

8.1 In the event that claims are made against us due to product liability, the supplier is obliged to exempt us from such claims if and to the extent that the damage was caused by a defect in the contractual item delivered by the supplier. In cases of fault-based liability, however, this only applies if the supplier is at fault. If the cause of the damage is the responsibility of the supplier, he must prove that he is not at fault. 8.2 In the cases of Clause 8.1, the supplier shall assume all costs and expenses, including the costs of any legal prosecution. 8.3 In addition, the statutory provisions apply. 8.4 Before a recall campaign that is wholly or partially the result of a defect in the subject matter of the contract delivered by the supplier, we will inform the supplier, give him the opportunity to cooperate and discuss efficient implementation with him, unless the information or involvement of the Suppliers are not possible due to particular urgency. If a recall is the result of a defect in the subject of the contract delivered by the supplier, the supplier bears the costs of the recall.

9. Right of withdrawal and termination

9.1 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 stopped delivering to its customers,
• a significant deterioration in the supplier's financial circumstances occurs or threatens to occur and thereby the fulfillment of a delivery obligation towards us is endangered,
• the supplier becomes insolvent or overindebted, or
• the supplier stops his payments.

9.2 We are also entitled to withdraw from the contract or to terminate the contract if the supplier applies for the opening of insolvency proceedings or a comparable procedure to settle debts against his assets. 9.3 If the supplier has provided a partial service, we are only entitled to withdraw from the entire contract if we are not interested in the partial service. 9.4 If we withdraw from the contract or terminate it due to the above contractual rights of withdrawal or termination, the supplier must compensate us for the damage we suffer as a result, unless he is not responsible for the emergence of the rights of withdrawal or termination. 9.5 Statutory rights and claims are not restricted by the regulations mentioned in this section.

10. Documentation and confidentiality

10.1 All business or technical information made available by us (including features that can be found in any objects, documents or software handed over, and other knowledge or experience) is, as long as and insofar as it is not verifiably publicly known, to third parties hold and may only be made available in the supplier's own company to those persons who must be called upon for their use for the purpose of delivery to us and who are also obliged to maintain confidentiality; they remain our exclusive property. Except for deliveries to us, such information may not be reproduced or used commercially without our prior written consent. At our request, all information originating from us (including any copies or records that have been made) and items provided on loan must be returned to us immediately and in full or destroyed. We reserve all rights to such information (including copyrights and the right to register industrial property rights, such as patents, utility models, etc.). Insofar as these have been made available to us by third parties, this reservation of rights also applies in favor of these third parties. 10.2 Products that are manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information or with our tools or replicated tools, may not be used by the supplier, nor offered or delivered to third parties.

11. Place of jurisdiction

The place of jurisdiction is Mendig. However, we are free to call the court responsible for the customer.

12. Severability

Should a provision in these General Terms and Conditions of Purchase or a provision within the framework of other agreements between the customer and us be or become ineffective, this shall not affect the validity of all other provisions or agreements.