1 General, scope of application
(a) These General Terms and Conditions of Purchase (GPC) apply to all business relationships between CEOTRONICS AG (CEOTRONICS) and its business partners and suppliers (hereinafter: “Supplier”). The GPC shall only apply if the Supplier is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. (b) The GPC shall apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “Goods”), irrespective of whether the Supplier manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). The GPC shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same supplier, without CEOTRONICS having to refer to them again in each individual case. (c) These GTCP shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Supplier shall only become part of the contract if and to the extent that CEOTRONICS has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if CEOTRONICS accepts the Supplier’s deliveries without reservation in the knowledge of the Supplier’s General Terms and Conditions. (d) Individual agreements made with the Supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC. A written contract or the written confirmation of CEOTRONICS shall be decisive for the content of such agreements.
(e) Legally relevant declarations and notifications to be made by the Supplier to CEOTRONICS after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be made in writing in order to be effective.
(f) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.
2 Quality and documentation
(a) The Supplier shall comply with the recognized rules of technology, the safety regulations and the agreed technical data for its deliveries. (b) Changes to the delivery item require the prior written consent of CEOTRONICS. (c) The supplier must be able to demonstrate a comprehensible quality management system and environmental management system. (d) The supplier shall constantly check the quality of the delivery items. In particular, the supplier undertakes to carry out a reliable outgoing goods inspection prior to delivery and to document this. (e) The contracting parties shall inform each other about the possibilities of quality improvement.
3 Orders
(a) Supply contracts and other contractual declarations must be made in writing. The acceptance of orders must be confirmed in writing by the supplier, stating the supplier, order and article number, binding prices and delivery time. (b) Until the acceptance of an order by the Supplier, CEOTRONICS is entitled to revoke the order.
If no revocation is made, CEOTRONICS is bound to orders for one week from receipt. (c) CEOTRONICS is entitled to change the time and place of delivery as well as the type of packaging at any time by written notice with a notice period of at least 5 calendar days before the agreed delivery date. The same applies to changes to product specifications (design and execution), insofar as these can be implemented within the framework of the supplier’s normal production process without significant additional effort, whereby in these cases the notification period according to the preceding sentence is at least 14 calendar days. The Supplier shall immediately notify CEOTRONICS of the additional or reduced costs to be expected by him on the basis of a careful assessment. The prerequisite for the commissioning of the change is the agreement between CEOTRONICS and the supplier on any proven and reasonable additional or reduced costs incurred by the supplier. If changes result in delays in delivery that cannot be avoided in the normal production and business operations of the supplier with reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify CEOTRONICS in writing of the delays in delivery to be expected by it on the basis of a careful assessment in good time before the delivery date, but at least within 2 working days of receipt of the request for change in accordance with sentence 1. (d) CEOTRONICS is entitled to terminate the contract at any time by written notice stating the reason if we can no longer use the ordered products in our business operations due to circumstances occurring after conclusion of the contract. In this case, we shall reimburse the supplier for the partial performance rendered by him. (e) Orders may not be over- or under-delivered. Under-deliveries must be noted on the delivery bill. Any excess deliveries will be returned at the supplier’s expense.
4 Prices
(a) Unless otherwise agreed, prices are quoted free place of receipt in EUR excluding taxes, in particular value added tax, but including customs duties and other charges, packaging, freight, tolls, postage and insurance. (b) If, in deviation from Clause 4 (a), the price does not include packaging according to
and the remuneration for the packaging – which is not only provided on loan – is not expressly determined, this shall be charged at the verifiable cost price. (c) All order confirmations, delivery documents and invoices must state the order number, article number, delivery quantity and delivery address of CEOTRONICS. If one or more of these details are missing and this delays our processing in the normal course of business, the payment period referred to in paragraph 3 shall be extended by the period of the delay. (d) Price changes must be announced three months in advance and shall only become valid upon written confirmation by CEOTRONICS.
5 Sample requests
Sample requests from CEOTRONICS shall be provided free of charge and carriage paid.
6 Provision of materials
(a) Materials provided to suppliers are items that are required for the manufacture of a product. Materials provided by CEOTRONICS are made available carriage and packaging paid. The Supplier shall keep a continuous inventory of the provided materials and report the inventories to CEOTRONICS annually (on June 1st of the respective year). The return of provisions must be made carriage and packaging paid. The type of packaging and the shipping route must be agreed with CEOTRONICS. (b) Provisions shall remain the property of CEOTRONICS and shall be stored by the supplier free of charge and with the care of a prudent businessman separately from other items and marked as the property of CEOTRONICS. They may only be used for the execution of CEOTRONICS’ orders. Damage to Supplies shall be compensated by the Supplier. (c) If the Supplies are processed or modified, this activity shall be carried out for CEOTRONICS. CEOTRONICS shall become the direct owner of the new items created in this way. If the Supplies constitute only a part of the new items, CEOTRONICS shall be entitled to co-ownership of the new items in proportion to the value of the Supplies contained therein.
7 processing, delivery, packaging and labeling
(a) Subcontracts may only be awarded with the consent of CEOTRONICS, unless they are merely the supply of marketable parts required for the manufacture of the ordered products. (b) Each delivery shall be accompanied by a delivery bill stating CEOTRONICS’ order number and article number as well as the description of the contents by type and quantity. (c) Packaging costs shall be borne by the Supplier. The type of packaging and labeling must always be agreed with CEOTRONICS. The maximum carton weight of 20 kg must not be exceeded. (d) As a rule, the goods are delivered in commercially available disposable standard packaging. The disposable standard packaging shall be made of environmentally friendly materials that do not burden the recycling of materials, in accordance with the applicable packaging ordinance, and shall be limited to the necessary volume and weight. Reusable packaging is to be aimed for. If reusable packaging is used, the supplier shall provide the packaging on loan. At the request of CEOTRONICS, the Supplier shall take back the packaging at its own expense. Any return of packaging shall be at the expense and risk of the Supplier. Non-recyclable packaging will be disposed of at the expense of the producer.
8 Freight
(a) Deliveries to CEOTRONICS are free domicile. Transportation shall be carried out by forwarding agent or parcel service Post/GLS /UPS/DPD/TNT. (b) For shipments by post or parcel service consisting of several parcels, the following must be observed: The shipment must arrive complete in one delivery. The parcel service must be informed that the shipment consists of several parts.
The delivery must be labeled according to how it belongs together. A delivery bill must be created for each package. The date of receipt of the last package is decisive for the calculation of deadlines with regard to remuneration. In the case of several packages, a packing list must be enclosed. (c) Even if shipment has been agreed, the risk shall only pass to CEOTRONICS when the goods are handed over to us at the agreed destination.
9 Delivery, delivery dates and deadlines
(a) The specified delivery dates are to be understood as arriving at the specified delivery address. Agreed dates and deadlines are binding. (b) Early deliveries are not permitted. (c) The supplier is not entitled to make partial deliveries. (d) If the supplier can foresee that the goods cannot be delivered within the delivery period, it shall inform CEOTRONICS immediately in writing, stating the reasons for this and the expected delivery date. The statutory claims of CEOTRONICS due to delay remain unaffected.
10 Delay in delivery, contractual penalty
(a) If the day on which the delivery is to be made at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of this day without the need for a reminder. (b) In the event of a delay in delivery, CEOTRONICS shall be entitled without limitation to the statutory claims, including the right to withdraw from the contract and the right to claim damages in lieu of performance after the fruitless expiry of a reasonable grace period. (c) If the supplier is in default, CEOTRONICS may demand a contractual penalty in the amount of 1% of the net price per completed calendar week, but not more than a total of 5% of the net price of the goods delivered late. CEOTRONICS is entitled to demand the contractual penalty in addition to performance and as a minimum amount of damages owed by the supplier in accordance with the statutory provisions; the right to claim further damages remains unaffected. If CEOTRONICS accepts the delayed performance, CEOTRONICS must claim the contractual penalty at the latest with the final payment.
11 Force majeure
Force majeure, labor disputes, civil unrest, official measures and other unforeseeable, unavoidable and serious events shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the affected contractual partner is in default. The contractual partners are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
12 Notification of defects, obligation to inspect, give notice of defects and inspection effort
(a) CEOTRONICS will only inspect incoming goods with regard to externally recognizable damage and externally recognizable deviations in identity and quantity. We reserve the right to carry out a more extensive incoming goods inspection.
(b) Quality and quantity deviations are in any case notified in due time if CEOTRONICS notifies the supplier within 5 working days after receipt of the goods by us. Hidden material defects are in any case notified in due time if the notification is made to the supplier within 3 working days after discovery. (c) CEOTRONICS does not waive warranty claims by acceptance or approval of samples or specimens submitted. (d) Upon receipt of the written notice of defects by the supplier, the limitation period for warranty claims shall be suspended. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall commence anew, unless CEOTRONICS had to assume from the supplier’s conduct that the supplier did not consider itself obliged to take the measure, but only made the replacement delivery or rectified the defect as a gesture of goodwill or for similar reasons. (e) The costs incurred as a result of notices of defects shall generally be borne by the supplier, even if they are costs incurred in vain. If CEOTRONICS returns defective goods to the supplier, CEOTRONICS is entitled to charge back the invoice amount plus a lump sum of 5% of the price of the defective goods, but not more than € 250 per return shipment. CEOTRONICS reserves the right to prove higher expenses. The supplier reserves the right to prove lower or no expenses. (f) The supplier is obliged to respond to each notification of defects/complaint within 10 working days with a meaningful 8D report summarizing and evaluating the results and planned corrective measures including scheduling for their implementation. (g) CEOTRONICS reserves the right to conduct an audit at any time in the event of problems caused by the supplier or unacceptable response time of the supplier. The results of the quality inspections and audits carried out at the supplier’s premises, including planned and effectively implemented corrective measures, must be documented and made available in full at any time upon request.
13 Special obligations of the supplier
(a) The supplier guarantees that all deliveries/services comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, employers’ liability insurance associations and trade associations. (b) Environmentally friendly products and processes shall be used for all deliveries/services and also for supplies or ancillary services of third parties within the scope of economic and technical possibilities.
14 Export Control Clause
(a) The Supplier acknowledges and undertakes to inform CEOTRONICS immediately of any restrictions imposed by German, EU, US or other applicable regulations (e.g. licensing requirements, personal or country-related sanctions) in the event of an intended provision of information, goods, materials, services or technology (hereinafter referred to as “Goods”) to CEOTRONICS of which the Supplier is aware or, after careful examination, has reason to believe that they are subject to restrictions.
The Supplier shall inform CEOTRONICS, to the extent known to the Supplier, where the Controlled Goods are listed (e.g. on the U.S. Commerce Control List) and what restrictions apply to the export, re-export, transfer, disclosure or provision of the Controlled Goods under the applicable regulations. (b) Supplier shall, at its own expense, obtain and maintain any governmental permits, approvals, authorizations, registrations, permits or licenses required by Supplier to export, re-export, transfer, disclose or make available goods under this Agreement. (c) The Supplier shall also cooperate with CEOTRONICS to the extent that the Supplier provides CEOTRONICS, upon request and free of charge, with information and other assistance necessary for the export classification, export documentation and export licensing of the Controlled Goods. (d) In any event, the Supplier undertakes not to export, re-export, transfer, disclose or make available any Controlled Goods without the express prior written consent of CEOTRONICS. (e) In the event of a breach of the aforementioned obligations by the supplier, the supplier shall immediately indemnify CEOTRONICS in full against all claims asserted against CEOTRONICS by authorities or other third parties and shall compensate CEOTRONICS for all damages incurred by CEOTRONICS as a result of the breach of duty. This shall not apply if the Supplier is not responsible for the breach of duty.
15 Safety and environmental protection
(a) All deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection regulations including the Ordinance on Hazardous Substances (RoHS), the German Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the competent German professional bodies or professional associations, e.g. VDE, VDI, DIN. Relevant certificates, test certificates and evidence shall be supplied free of charge. (b) The supplier is obliged to determine and comply with the current status of the directives and laws applicable to your components with regard to substance restrictions. He is obliged not to use prohibited substances. Avoidance and hazardous substances in accordance with the applicable laws and directives must be indicated on the specifications. CEOTRONICS must be informed immediately of any information regarding the exceeding of substance restrictions and the delivery of prohibited substances. (c) The supplier is obliged to indicate dangerous goods on its order confirmation, stating the UN number and dangerous goods class. Corresponding safety data sheets must be attached to the order confirmation. Hazardous materials and dangerous goods must be packed, labeled and shipped in accordance with national and international regulations. The information in the accompanying documents must comply with the respective national regulations. The supplier is also responsible for compliance with these obligations by its subcontractors. He shall be liable for all damages and necessary expenses resulting from the breach of his obligations. Shipments that cannot be accepted by CEOTRONICS due to a breach of the aforementioned obligations will be stored at the Supplier’s expense and risk.
In the event of obviously damaged goods, CEOTRONICS has the right to determine the contents and condition of the goods.
(d) No ozone-depleting substances, e.g. carbon tetrachloride, 1.1.1 trichloroethane, CFC/CFC, may be used in the manufacture of the goods and packaging delivered to CEOTRONICS.
(e) The Supplier is solely responsible for compliance with the accident prevention regulations when making deliveries and providing services. Any necessary protective devices and any instructions from the manufacturer must be supplied free of charge.
16 Liability and warranty for material defects and defects of title
(a) The supplier is liable for the environmental compatibility of the delivered products and packaging materials and for all consequential damage caused by the violation of its statutory disposal obligations. (b) Safety data sheets must already be submitted with the offers and with the delivery bill (at least in German or English) for the respective first delivery. The Supplier shall indemnify CEOTRONICS against all recourse claims of third parties in the event that the safety data sheets are not delivered or are delivered late. The same applies to all subsequent amendments. (c) Defects in performance notified during the limitation period, which also include the non-achievement of guaranteed data and the absence of warranted characteristics, shall be remedied by the Supplier immediately and free of charge upon request, at CEOTRONICS’ discretion by repair or replacement. CEOTRONICS shall be entitled to the statutory warranty rights after the unsuccessful expiry of a reasonable period set by CEOTRONICS in writing for repair or replacement. (d) If the supplier culpably fails to meet its obligations under the liability for defects within a reasonable period set by CEOTRONICS, CEOTRONICS may take the necessary measures itself or have them taken by third parties at the expense and risk of the supplier. In urgent cases, CEOTRONICS may, after consultation, carry out the rectification itself or have it carried out by a third party. Minor defects may be remedied by CEOTRONICS itself – in fulfillment of its duty to mitigate damages – without prior consultation, without this limiting the Supplier’s obligations under the liability for defects. The necessary expenses shall be borne by the supplier. The same applies if unusually high damages are imminent. (e) The warranty period shall be three years, unless expressly agreed otherwise. It begins with the handover of the delivery item to CEOTRONICS or the third party designated by CEOTRONICS at the prescribed place of receipt or use. In the case of devices, tools, machines and systems, the warranty period shall commence on the acceptance date specified in the written declaration of acceptance. If acceptance is delayed through no fault of the Supplier, the warranty period shall be three years after the delivery item has been made available for acceptance. (f) Delivery parts that cannot remain in operation during the investigation of a defect and/or the rectification of defects shall extend a current warranty period by the time of the interruption of operation.
For repaired or newly delivered parts, the warranty period shall commence anew upon completion of the repair or, if acceptance has been agreed, upon acceptance.
17 Claims for serial damage
Serial damage exists if CEOTRONICS and the Supplier jointly determine, based on the damage pattern and the cause of damage that has occurred, that this damage can occur on all delivered parts or on a specific part of the delivered series (batch). Irrespective of this, serial damage shall be deemed to exist if the same damage is found on at least 10% of all delivered parts or a specific part of the series (batch), whereby all similar damage with regard to the damage pattern and/or the cause of the damage that is found within a period of 24 months from the occurrence of the similar damage shall be used to calculate the damage quota. In the event of serial damage, the Supplier may not invoke the expiry of the warranty period. The supplier is obliged, at CEOTRONICS’ discretion, to repair or replace all delivered parts or a specific part of the series (batch) which may show the serial defect, irrespective of whether this damage has already occurred.
18 Indemnification against liability for material defects and defects of title
(a) The Supplier shall indemnify CEOTRONICS against all claims asserted against CEOTRONICS due to the violation of official safety regulations or due to domestic and foreign product liability regulations or laws caused by the defectiveness of the goods and products delivered by the Supplier. (b) The Supplier shall indemnify CEOTRONICS against all claims asserted by third parties – for whatever legal reason – against CEOTRONICS due to defects in the delivered goods and shall reimburse CEOTRONICS for the necessary costs of legal action in this respect. (c) The supplier warrants that all deliveries are free from third-party rights and, in particular, that the delivery and use of the goods and products do not infringe any patents or other industrial property rights of third parties.
19 Supplier recourse
(a) CEOTRONICS is entitled without restriction to legally determined recourse claims within a supply chain (supplier recourse pursuant to Sections 445a, 445b, 478 BGB) in addition to the claims for defects. In particular, CEOTRONICS is entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the supplier that CEOTRONICS owes its customer in the individual case. The statutory right of choice (Section 439 (1) BGB) is not restricted by this. (b) Before CEOTRONICS acknowledges or fulfills a claim for defects asserted by the customer (including reimbursement of expenses pursuant to Sections 445a, 445b, 478 BGB), CEOTRONICS shall notify the supplier and request a written statement, briefly stating the facts of the case. If the statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by CEOTRONICS shall be deemed to be owed to the customer; in this case, the supplier shall be responsible for providing evidence to the contrary.
(c) The claims arising from supplier recourse shall also apply if the goods have been further processed by CEOTRONICS or a customer, e.g. by incorporation into another product, prior to their sale to a consumer.
20 Producer Liability
(a) If the Supplier is responsible for product damage, it shall indemnify CEOTRONICS against claims of third parties to the extent that the cause lies within its sphere of control and organization and it is liable itself in relation to third parties. (b) Within the scope of its indemnification obligation, the Supplier shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with claims asserted by third parties, including recall actions carried out by CEOTRONICS. CEOTRONICS will inform the supplier about the content and scope of recall measures – as far as possible and reasonable – and give the supplier the opportunity to comment. Further statutory claims remain unaffected.
(c) The Supplier shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 5 million per personal injury/property damage.
21 Spare parts
(a) The Supplier is obliged to keep spare parts for the products delivered to CEOTRONICS for a period of at least 15 years after delivery. (b) If the supplier intends to discontinue the production of spare parts for the products delivered to CEOTRONICS, it shall notify CEOTRONICS immediately after the decision to discontinue. Subject to paragraph 1, this decision must be made at least 12 months before production is discontinued.
22 Confidentiality / Rights of use and similar rights / Competition / Contractual penalty promise
(a) The supplier undertakes to keep secret for an unlimited period of time all information available to him in connection with the execution of the business relationship (in particular about the delivery item itself, its possible use, its type and number of production) and – unless necessary to achieve the purpose of the contract – neither to record nor to pass on or exploit it. It shall ensure by means of suitable agreements with the employees, vicarious agents and assistants working for it that they also refrain for an unlimited period from any exploitation, disclosure or unauthorized recording of such information. (b) All tools, documents, models, drawings, samples and other means of production supplied by CEOTRONICS are the property of CEOTRONICS. They may only be made accessible to third parties with the written consent of CEOTRONICS and must be returned at any time upon request by CEOTRONICS, at the latest upon termination of the business relationship. (c) Products manufactured according to documents, models, drawings, samples and formulated system solutions designed by CEOTRONICS or using materials provided by CEOTRONICS or on the basis of confidential information or using tools from CEOTRONICS or tools copied from CEOTRONICS may neither be used by the Supplier itself nor offered or supplied to third parties. (d) CEOTRONICS alone shall be entitled to the knowledge and information gained by the Supplier in connection with the performance of the business relationship. They must be disclosed to CEOTRONICS without restriction. The supplier may only use such information and knowledge for the performance of the supply contract. (e) The supplier may only advertise the contractual relationship with the written consent of CEOTRONICS.
(f) For each case of breach of the aforementioned obligations of the Supplier, the Supplier shall pay CEOTRONICS a contractual penalty in the amount of € 50,000. The assertion of any further damages remains unaffected; the contractual penalty will be set off against this.
23 Invoices and payments
(a) Unless otherwise agreed in writing, payment shall be made at the end of the month for deliveries received by CEOTRONICS from the 1st to the 15th of a month (day of receipt of goods) and for all deliveries received from the 16th – 30th/31st of a month by the 15th of the following month with a 3% discount or net after 60 days. If early deliveries are accepted, the due date shall be based on the agreed delivery date. (b) Payment shall be made by bank transfer. (c) The date of payment shall be the date on which our bank receives the transfer order. (d) Payments do not imply recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, CEOTRONICS shall be entitled, without prejudice to its other rights, to withhold payment on claims arising from the business relationship to a reasonable extent, pro rata in value, without compensation until proper performance. (e) The Supplier is not entitled to assign its claims against CEOTRONICS or to have them collected by third parties without the prior written consent of CEOTRONICS, which may not be unreasonably withheld. (f) Invoices shall be issued in duplicate, stating the supplier, order, article and delivery note number. (g) The VAT number and the VAT identification number must be stated on each invoice. (h) Invoices must be submitted by separate post.
24 Transfer of risk, acceptance,
Property rights
(a) Irrespective of the agreed pricing, the risk shall pass to CEOTRONICS upon delivery, upon receipt at the delivery address specified by CEOTRONICS.
(b) Any extended or prolonged retention of title is excluded.
25 Withdrawal and termination
(a) If, after conclusion of the contract, it becomes apparent that CEOTRONICS’ delivery claim is jeopardized by the supplier’s inability to perform, CEOTRONICS may refuse payment and set the supplier a reasonable period of time within which it must deliver concurrently against payment or provide security. In the event of refusal by the supplier or unsuccessful expiry of the deadline, CEOTRONICS AG is entitled to withdraw from the contract and to claim damages. (b) CEOTRONICS is entitled to terminate the contract without notice if insolvency proceedings are applied for against the supplier’s assets.
26 Final provisions
(a) Should one of the provisions of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
(b) Unless otherwise agreed in individual cases, the law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded. (c) The place of performance is the registered office of CEOTRONICS. In individual cases, something else may be agreed. (d) The place of jurisdiction is the registered office of CEOTRONICS, unless otherwise provided by law.