Purchasing Terms and Conditions of SIGMA.TEX Technische Textilien GmbH

§ 1 General Provisions / Application

1.1 These Purchasing Terms and Conditions apply to all of our orders; terms or conditions of the Supplier which contradict or deviate from them are acknowledged only if we have explicitly agreed to them in writing. If the Supplier does not accept these Purchasing Terms and Conditions, this must be communicated to us in writing prior to making delivery so that an agreement between us can be reached. The acceptance of an order from us causes these Purchasing Terms and Conditions to become part of the contract between us and the Supplier. Terms or conditions of sale or delivery which the Supplier attaches to a quotation, order confirmation or delivery have no validity even if we do not object to them in writing. Our Purchasing Terms and Conditions also apply to all future transactions with the Supplier. If an agreement on quality assurance exists between us and the Supplier, it takes precedence over the provisions of these Purchasing Terms and Conditions in the event of contradictions or deviations between the two.

1.2 Our Purchasing Terms and Conditions only apply to companies in the sense of Art. 14 of the German Civil Code.

1.3 Separately concluded individual agreements between the Supplier and SIGMA.TEX take precedence over these Purchasing Terms and Conditions of SIGMA.TEX pursuant to Art. 305b of the German Civil Code.

1.4 It is not allowed to use orders or other data of ours for advertising purposes.

§ 2 Acceptance of Orders

2.1. Orders placed by SIGMA.TEX with the Supplier must be in written or text form (letter, fax or email). Pursuant to Art. 148 of the German Civil Code, the Supplier shall confirm acceptance of each order within one calendar week of the date of an order of ours in written or text form (letter, fax or email). The Supplier may only accept an order within this time period. After it has passed, our order automatically extinguishes pursuant to Art. 146 of the German Civil Code. It is not possible to accept our orders by means of an oral declaration or action (eg performance, despatch etc).

2.2. The following information must be provided in every order confirmation: supplier number, VAT ID number, our order and commission number, our article number, Supplier’s article number, designation of the article(s), quantities and prices and the binding delivery date.

2.3 Tardy acceptance of an order of ours or its acceptance in conjunction with additions, constraints or other changes shall be considered a rejection of our order and simultaneously give rise to a new application by the Supplier (Art. 150 of the German Civil Code). The Supplier shall highlight any differences from our order in the order confirmation. If we do not accept this new application by the Supplier within one calendar week in written or text form (letter, fax or email), our silence shall be construed as a rejection.

2.4 Silence on our part in response to a commercial letter of confirmation does not mean that we agree.

§ 3 Prices and Terms of Payment

3.1 The prices indicated in our orders are binding. Unless otherwise agreed, the indicated prices are free domicile, including packaging but not the statutory value-added tax.

3.2 Invoices must be sent in as a single copy and must contain the information given in 2.2. The Supplier takes responsibility for all consequences of not complying with this requirement unless Supplier can prove the contrary.

3.3 Unless otherwise agreed in writing, we will pay within 14 days with an early payment discount of 3 per cent or within 30 days without a discount, counted in each case from the date on which we receive the goods and invoice. We are entitled to exercise the legal rights of retention and set-off.

§ 4 Drawings, Samples, Designs etc.

4.1 We retain all rights of ownership to and copyrights for illustrations, drawings, calculations, samples, drafts, technical specifications, factory standards, models and other documents and materials made available to the Supplier, as well as all rights to the attributes of the just-mentioned documents and materials, and especially for acquired intellectual property rights and rights to first or preliminary use of property rights of others. They may not be made available to third parties without our explicit prior approval. No such documents may be used for any purpose other than producing the parts indicated in our order. After our order has been executed, they shall be returned to us unasked or, within the scope of an ongoing business relationship, safely stored and returned to us on request. They must be kept secret from third parties; here the provisions of § 11.4 additionally apply.

§ 5 Shipping, Transfer of Risk, Place of Performance

5.1 A delivery note must be included with every shipment. In addition, the impending delivery must be communicated to us immediately after despatch in written form (eg by faxing a copy of the delivery note). If goods should arrive unannounced, regardless of whether or not it is delivered on or by the agreed date, we reserve the right to charge the Supplier for expenditures incurred as a result.

5.2 The place of performance is the delivery address indicated by us.

5.3 Until complete handover of the deliveries and services at the place of performance (5.2), the Supplier shall bear the risk of loss, accidental destruction and damage, independently of the price charged.

§ 6 Deliveries and Delivery Dates

6.1 The delivery dates indicated in our orders are to be understood as relative fixed dates for the arrival of ordered goods at our delivery address. Even after the delivery date passes, the Supplier is still obliged to make delivery. In exceptional cases, we reserve the right to set delivery dates as absolute fixed dates in individual contracts after prior consultation with the Supplier.

6.2 The Supplier shall notify us in writing without delay if it becomes apparent that it will not be possible to make delivery on the prescribed date and a delay in delivery will therefore be unavoidable. Deliveries before the specified date are possible only with our prior written consent. Otherwise we are entitled to refuse acceptance of the delivery, charge the Supplier for incurred costs and change the invoice date to the originally agreed delivery date.

6.3 If a delivery is late without our being notified in advance, instead of setting a new date we may demand a contract penalty amounting to 0.5 per cent of the delivered value per entire week of the delay, but adding up to a total of no more than 10 per cent of the value of the delivered goods. We pledge to inform the Supplier of our right to demand this contract penalty within 10 workdays after acceptance of the delayed delivery. Our statutory rights to compensation remain unaffected by this.

6.4 As a general rule, partial deliveries are not permitted. In individual cases they may be agreed in writing. Each partial delivery must be clearly indicated as such in the pertinent documents.

§ 7 Condition, Designation, Documents and Packaging

7.1 Deliveries must match the specifications, drawings and other information contained in the order. They must be executed in compliance with all legal requirements and regulations.

7.2 Hazardous substances shall be packaged and designated in compliance with the applicable laws, and the corresponding safety data sheets must always be included with the goods. The hazardous substance class must be indicated on the delivery note.

7.3 On request, a factory certificate shall be included with the delivered goods.

7.4 Only reusable packaging made from environmentally friendly materials may be used. Suppliers are obliged to dispose of all waste, packaging etc. of their own accord and at no charge to us. If the packaging materials cannot be reused or their disposal cannot be ensured by the Suppler by contracting third parties, we reserve the right to return them to the Supplier or to dispose of them at the Supplier’s expense.

§ 8 Checking for Defects – Liability for Defects

8.1 Our obligations to check for and report defects are governed exclusively by the provisions of a separate quality assurance agreement existing between us and the Supplier, according to which we are only obliged to check whether the quantity and type of goods are correct and inspect it for any visible damage caused by or during transport or any visibly discernible defects.

8.2 If no quality assurance agreement exists between the Supplier and us, contrary to Art. 377 of the German Commercial Code we are obliged to inspect the goods within two weeks of delivery (5.2) to determine whether their quality and quantity are correct and, if not, to report the deviations to the Supplier. If we discover any defects that are not readily discernible, we must report them within two weeks of their discovery. If larger numbers or quantities of goods are delivered, it is adequate for the purposes of the acceptance check to inspect random samples. If this preliminary inspection reveals that more than five per cent of the samples are defective, the entire delivery will be checked. The additional costs incurred for this thorough check shall be borne by the Supplier.

8.3 We are entitled to rectification of or compensation for any defects to the full extent provided for by the law; in any case, we may demand that the Supplier either remedies the defects or delivers new goods that are free of defects as we choose, provided that the effort and expense involved in removing the defects or delivering new, defect-free goods is not out of proportion to the defects. We explicitly retain the right to compensation for damages, and specifically the right to be compensated in lieu of performance. In particular, we must be notified of any changes in the type or design of materials compared to other, similar deliveries before production of them begins, and they require our written consent. The Supplier bears the costs and risk of shipping defective delivered items back and delivering replacements.

8.4 After prior consultation with the Supplier, we are entitled to rectify defects ourselves or to contract third parties to do so at the Supplier’s expense. No prior consultation is required if there is an imminent risk of further delay, there is a need for speedy action or the Supplier is behind in rectifying defects.

8.5 Our claims in the event of defects expire after 24 months counting from the date of delivery, unless a longer period of time is prescribed by a legal statute of limitations. When delivered defective items are repaired or replaced, the time period until expiration of our claim starts over again.

8.6 If we or a customer of ours or any other party that is a business sell a delivered item, with or without further processing of it, to a consumer, and if we, our customer or the third party are obliged to take back the item (whether or not it has been processed further) because it is defective, or if the consumer has reduced the purchase price for the same reason, then it is not necessary for us to set a deadline in order to assert our rights against the Supplier as would otherwise be the case. In this case, we may demand that our Supplier reimburses the expenditures that we, our customer or another seller in the delivery chain have had in connection with the consumer in accordance with Art. 439, Section 2 of the German Civil Code, independently of our other rights when defective goods are delivered. In this case, our claims to compensation for expenditures from our Supplier expire two years after delivery of the goods in question. Our rights in the event of defects and our claims to reimbursement for our expenditures from the Supplier expire in this case at the earliest two months after we have met the expectations of the consumer or our customer. This suspension of the procedure ends no later than five years after the Supplier has delivered the goods to us. Unless otherwise specified in the foregoing, our possibilities for recourse set forth in the provisions of Arts. 478 and 479 of the German Civil Code, and especially Art. 478, Section 3, remain unaffected.

§ 9 Product Liability – Indemnification – Liability Insurance

9.1 If the Supplier is responsible for damaged products, at our initial request the Supplier is obliged to indemnify us against claims to compensation for damages by third parties to the extent that the cause lies within the Supplier’s sphere of control and organisation and the Supplier is liable to third parties.

9.2 Within the scope of the Supplier’s liability for cases of damage in the sense of 9.1, the Supplier is furthermore obliged to reimburse us for any expenditures incurred by or in connection with a call-back operation carried out by us, in accordance with Arts. 683, 670, 830, 840 and 426 of the German Civil Code. As far as is possible and reasonable, we will inform the Supplier of the scope and details of required call-back activities and give the Supplier an opportunity to reply. All further and/or other legal rights and claims remain unaffected by this.

§ 10 Intellectual Property Rights

10.1 The Supplier guarantees that no rights of third parties, and particularly no foreign or domestic intellectual property rights, are violated by or in connection with the delivery.

10.2 If a third party should bring claims against us because of a violation of rights in the sense of 10.1, the Supplier shall immediately indemnify us and/or our customers against these claims after our first written request to do so; unless the Supplier consents, we are not entitled to conclude any agreements whatsoever with the third party in question and especially not to arrive at a settlement.

10.3 The Supplier’s obligation to indemnify us applies to all expenditures that are necessarily incurred to us by or in connection with having a third party bring claims against us. In particular, the Supplier shall bear all the costs of any litigation that may arise in such a case.

10.4 Our rights as detailed in the foregoing expire ten years after conclusion of the relevant contract.

§ 11 Retention of Title – Provision of Parts to the Supplier – Confidentiality

11.1 If and to the extent that we provide parts to the Supplier, we retain ownership of them. Any processing, transformation or reshaping of them by the Supplier is performed for us. If goods to which we retain title are combined with other objects that do not belong to us, we acquire co-ownership of the resulting new items proportionately to the value of our component (purchase price plus value-added tax) in relation to the other processed items at the time of processing.

11.2 If items provided by us are inseparably mingled with other objects that do not belong to us, we acquire co-ownership of the resulting new items proportionately to the value of our component (purchase price plus value-added tax) in relation to the other processed items at the time of processing. If the mingling is done in such a way that the Supplier’s input may be regarded as the main part, it shall be agreed that the Supplier transfers proportional co-ownership to us; the Supplier shall then hold sole ownership or co-ownership in trust for us at no charge. The materials we provide to the Supplier may be used for our order only. Any materials that are not needed for our order shall be returned to us.

11.3 The Supplier is obliged to treat all received illustrations, drawings, calculations and other documents and information with strict confidentiality. They may not be disclosed to any third parties without our explicit consent. This obligation to maintain confidentiality shall also continue after this contract has been executed; it extinguishes only if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents placed at the Supplier’s disposal becomes generally known.

11.4 If our ownership rights pursuant to 11.1 and 11.2 exceed by more than 10 per cent the purchase price of all still-unpaid goods to which we retain title, we are obliged to choose and release some of these rights at the Supplier’s request.

§ 12 Goods Originating in the European Union

12.1 The Supplier undertakes to supply only goods originating in the EU and to document this if requested by us and/or the customs authorities. If goods from a non-EU country are supplied, this must be separately communicated to the ordering party while specifying the country of origin.

§ 13 Occupational Safety and Environmental Protection

13.1 The Supplier shall ensure that the currently valid versions of all environmental protection and occupational safety laws and regulations of the Federal Republic of Germany are observed and complied with.

§ 14 Legal Venue – Applicable Law – Language – Data Privacy

14.1 The legal venue for resolving all disputes in connection with business dealings with merchants is Göttingen, Germany.

14.2 The contractual relationship between us and the Supplier is governed exclusively by the laws of the Federal Republic of Germany.

14.3 Either German or English may be chosen as the language for negotiations and contracts. However, the Supplier shall bear the risks associated with the use of English. In case of doubt, the Supplier is advised to seek representation by someone fluent in one of these languages. In cases of doubt, the German-language version of these Purchasing Terms and Conditions shall take precedence.

14.4 We will treat your personal data in full compliance with the German Data Privacy Law. They will be stored only for the purpose of concluding and executing contracts and not disclosed to any third parties.

© SIGMA.TEX Technische Textilien GmbH

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