NovaNox GmbH & Co. KG

General Conditions of Purchase DE/ENG

§ 1 General - Scope of Application

(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our terms and conditions of purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our terms and conditions of purchase.

(2) All agreements made between us and the supplier for the purpose of executing this contract shall be set out in writing in this contract.

(3) Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

(4) Our Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.

§ 2 Offer - Offer Documents

(1) The supplier is obliged to accept our order within a period of 2 weeks by returning the duplicate of this order signed by him.

(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being requested. They must be kept secret from third parties; in this respect, the provisions of § 9 (5) shall apply in addition.

§ 3 Prices - Terms of Payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. The return of packaging requires special agreement.

(2) The statutory value added tax is included in the price.

(3) We can only process invoices if these - in accordance with the specifications in our order - state the order number shown there; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.

(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days of delivery and receipt of the invoice with a 2% discount or within 30 days of receipt of the invoice.

(5) We shall be entitled to rights of set-off and retention to the extent provided by law.

§ 4 Delivery time

(1) The delivery time specified in the order is binding.

(2) The supplier is obligated to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the stipulated delivery time cannot be met.

(3) In the event of a delay in delivery, we shall be entitled to claim liquidated damages in the amount of 1% of the value of the delivery per full week, but not more than 5%; further statutory claims (rescission and damages in lieu of performance) shall remain reserved. The supplier shall have the right to prove to us that no damage or significantly lower damage has been incurred as a result of the delay.

§ 5 Transfer of risk - documents

(1) Unless otherwise agreed in writing, delivery shall be made free domicile.

(2) The supplier shall be obliged to state our exact order number on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for the resulting delays in processing.

§ 6 Defect inspection - liability for defects

(1) We shall be obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time; the notice of defect shall be deemed to be in time if it is received by the supplier within a period of five working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.

(2) We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand from the Supplier, at our discretion, rectification of the defect or delivery of a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.

(3) We shall be entitled to remedy the defect ourselves at the Supplier's expense if the Supplier is in default with subsequent performance.

(4) The limitation period shall be 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 445b, 478 para. 2 BGB apply.

(5) The other mandatory provisions of the delivery recourse shall remain unaffected.

§ 7 Product liability - Indemnification - Liability insurance coverage

(1) Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request insofar as the cause lies within its sphere of control and organization and it is itself liable in relation to third parties. tion.

(2) Within the scope of its own liability for cases of damage within the meaning of subsection (1), the Supplier shall also be obliged to reimburse us for any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) or pursuant to Sections 830, 840, 426 of the German Civil Code (BGB) arising from or in connection with a recall action lawfully carried out by us. We shall inform the supplier in good time in advance of the content and scope of such a recall measure - insofar as this is possible and reasonable - and give him the opportunity to comment.

(3) We shall undertake the necessary notification of the respective competent authority in accordance with the provisions of the German Product Safety Act (ProdSG) in coordination with the Supplier.

(4) The supplier undertakes to maintain a product liability insurance with a sum insured of € 10 million per personal injury/property damage - lump sum - for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.

§ 8 Property rights

(1) The supplier warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with or as a result of its delivery.

(2) If claims are asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against these claims upon first written request.

(3) In the event of claims for damages by the third party, the supplier shall be entitled to prove that it was not responsible for the infringement of the third party's rights. We shall not be entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement.

(4) The Supplier's obligation to indemnify us shall apply to all expenses necessarily incurred by us as a result of or in connection with claims asserted by a third party, unless the Supplier proves that it is not responsible for the breach of duty underlying the infringement of the property right.

(5) The limitation period for these claims is three years, beginning with the transfer of risk.

§ 9 Retention of title - Provision - Tools - Secrecy

(1) Insofar as we provide parts to the supplier, we shall retain title thereto. Processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of our object (purchase price plus VAT) to the other processed objects at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Supplier's goods are to be regarded as the main goods, it shall be deemed agreed that the Supplier shall transfer co-ownership to us in proportion to the value of the goods provided; the Supplier shall hold the sole ownership or co-ownership in safe custody for us.

(3) We retain title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is further obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the Supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obligated to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.

(4) Insofar as the security rights to which we are entitled pursuant to sub-section (1) and/or sub-section (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the Supplier's request.

(5) The Supplier shall keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after the execution of this contract. However, it shall lapse if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known or was demonstrably already known to the supplier at the time of the notification within the meaning of sentence 1.

§ 10 Place of jurisdiction - Place of performance

(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence.

(2) Unless otherwise stated in the order, our registered office shall be the place of performance.