GTP

A. Scope of Application, Form

1. These General Terms and Conditions of Purchase (“GTC”) apply to the entire business relationship between TEUPEN Maschinenbau GmbH (“we,” “us,” or “TEUPEN”) and business partners who supply goods or services to us (collectively, “Deliverables”) (the “Supplier“).
2. These GTC apply in particular to contracts for the purchase and/or delivery of movable goods (“Goods”) to us, regardless of whether the Supplier manufactures the Goods itself or purchases them from third parties (Sections 433 and 650 of the German Civil Code (BGB)). Unless otherwise agreed, these GTC in the version most recently incorporated into a contract with the Supplier shall also apply to all future contracts, without the need for us to refer to them again in each individual case.
3. These GTC apply exclusively. Any terms and conditions of the Supplier that differ from, conflict with, or supplement these GTC shall become part of the contract only if and to the extent that we have expressly agreed to their application. This requirement of consent applies in all cases, including, for example, where we accept the Supplier’s Deliverables without reservation despite having knowledge of the Supplier’s terms and conditions.
4. Text form (e.g., letter, e-mail, or fax) shall be sufficient for legally relevant notices and declarations by the Supplier (e.g., setting of deadlines, reminders, or notices of termination or rescission), unless expressly provided otherwise. Mandatory statutory form requirements remain unaffected. The same applies to our right, in case of doubt, to require proof of the authority of the person making a declaration.

B. Formation of Contract

1. Our purchase order shall become binding only upon its written issuance or written confirmation by us. The Supplier shall review our purchase order for any errors that are recognizable to it. In particular, the Supplier shall notify us, for the purpose of correction or completion, of any obvious mistakes (e.g., typographical or calculation errors) and any omissions in the purchase order, including the order documents, prior to acceptance; otherwise, no contract shall be deemed to have been formed. Notwithstanding the foregoing, we may, at our discretion, expressly accept a declaration of the Supplier that is based on an obviously erroneous or incomplete purchase order and thereby bring about a valid contract.
2. Unless our purchase order provides otherwise, we shall be bound by our purchase order for a period of 14 calendar days from the date of the purchase order.
3. The submission of an offer by the Supplier shall be free of charge for us.

C. Delivery Dates, Delay

1. The delivery date specified by us in the purchase order shall be binding. The Supplier shall notify us without undue delay in text form if any circumstances arise or become apparent that indicate that agreed delivery dates cannot be met, for whatever reason. Such notification shall not release the Supplier from its obligation to make timely delivery. We reserve all statutory and contractual rights.
2. Partial deliveries and early deliveries shall be accepted only with our prior consent.
3. If the Supplier is in default, we may claim liquidated damages for delay in the amount of 0.5% of the net price per full calendar week, but not exceeding a total of 5% of the net price of the delayed Deliverables. We reserve the right to prove that a higher loss has been incurred. The Supplier shall have the right to prove that no loss or only a substantially lower loss has been incurred. Our further statutory and contractual rights shall remain unaffected.

D. Performance, Delivery, Transfer of Risk, Delay in Acceptance

1. The Supplier shall not be entitled, without our prior written consent, to have the Deliverables owed by it performed by third parties (e.g., subcontractors). Unless otherwise agreed in an individual case (e.g., limitation to stock on hand), the Supplier shall bear the procurement risk for its Deliverables).
2. All deliveries shall be made DDP (Incoterms 2010) to the place of delivery specified in the purchase order. If no place of delivery is specified and nothing else is agreed, delivery shall be made to our registered office at Marie-Curie-Straße 13, 48599 Gronau, Germany. The respective place of delivery shall also be the place of performance for the delivery and any subsequent performance.
3. Each delivery shall be accompanied by a delivery note stating the purchase order number, purchase order date, buyer’s reference, supplier number, delivery address, and delivery quantity. Furthermore, each item shall be labeled with the corresponding TEUPEN item number by means of a logistics label. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing or payment. A corresponding shipping notice containing the same information shall be sent to us separately from the delivery note. Suppliers that themselves use suppliers located in the European Union or in Turkey shall submit all declarations, in particular a supplier’s declaration, required to prove the preferential origin status of the delivered Goods.
4. The risk of accidental loss and accidental deterioration of the Goods shall pass to us upon delivery at the place of performance. If an acceptance is agreed or required by law, such acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions of German law governing contracts for work and services shall apply accordingly in the event of an acceptance. Delivery or acceptance shall be deemed to have taken place if we are in delay in acceptance.
5. The Supplier shall expressly offer its performance even if a specific or determinable calendar date has been agreed for an act or cooperation on our part (e.g., the provision of materials). If the contract relates to a non-fungible item to be manufactured by the Supplier (custom-made item), the Supplier shall be entitled to any additional rights only if we were obligated to cooperate and are responsible for the failure to cooperate.
6. The Supplier shall comply with all applicable national and international export control, customs, and foreign trade regulations in connection with its Deliverables and shall obtain any required export licenses, unless the applicable regulations require us or a third party to apply for such export licenses. The Supplier shall notify us if this is the case or if any other cooperation on our part is required.

E. Prices and Payment Terms

1. The price specified in the purchase order shall be binding. All prices are inclusive of statutory value-added tax (VAT) unless VAT is shown separately.
2. Unless otherwise agreed in an individual case, the price shall include all Deliverables and ancillary services of the Supplier (e.g., installation and assembly) as well as all ancillary costs (e.g., proper packaging and transportation costs, including any transport and liability insurance).

3. The agreed price shall be due and payable within thirty 30 calendar days after complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice showing VAT separately, without deduction. Invoices shall be submitted either in triplicate by post or electronically to rechnungseingang@teupen.com and shall contain the information specified in Section D.3, sentence 1, of these GTC. If we make payment within 14 calendar days, the Supplier shall grant us a cash discount of 3% on the net invoice amount. In the case of payment by bank transfer, payment shall be deemed to have been made in due time if our transfer order is received by our bank before the expiry of the payment period; we shall not be responsible for delays caused by the banks involved in the payment process.
4. We do not owe interest from the due date. In the event of late payment, we shall owe default interest at a rate of five percentage points above the base interest rate in accordance with Section 247 BGB.
5. We shall be entitled, to the extent permitted by law, to rights of set-off and rights of retention as well as to assert the defense of non-performance. In particular, we shall be entitled to withhold due payments under a contract for as long as we still have claims against the Supplier arising from incomplete or defective performance under that contract.
6. The Supplier shall be entitled to set-off or retention rights only insofar as they are based on the same contractual relationship, or otherwise only in respect of counterclaims that have been finally adjudicated or are undisputed.

F. Ownership, Intellectual Property, and Third Party Rights

1. We reserve all existing ownership, copyright, and other proprietary rights in our favor in and to any purchase orders, orders, and any images, plans, drawings, calculations, manufacturing instructions, descriptions, and other documents made available by us to the Supplier (collectively, the “Documents”). Together with our know-how, these rights constitute our intellectual property (“Intellectual Property”). Unless otherwise agreed, no rights of use or licenses in our Intellectual Property are granted to the Supplier. All Documents provided may be used or reproduced solely for the purpose of performing the contract. They shall be returned to us without undue delay if no contract is concluded or if they are no longer required for the further performance of the contract. The Supplier shall not make the Documents accessible to third parties, whether in their original form or in terms of their content, without our express consent. The Supplier shall protect the Documents and any copies thereof against unauthorized access. The Supplier undertakes not to use the Documents or our Intellectual Property for the training, development, or improvement of artificial intelligence systems. Automated analysis for such purposes is expressly prohibited. Any use for AI training purposes requires our prior express written consent.
2. The Supplier shall comply with our instructions regarding the use of the Documents referred to in Section F.1 of these GTC. In particular, the Supplier shall observe the restrictions on use contained in the Documents and shall not use them for purposes for which they are not intended.
3. The Supplier further undertakes not to infringe, challenge, or imitate our Intellectual Property in any manner. This applies accordingly to our trademarks and other signs. The Supplier also undertakes not to use any trademarks or other signs that create a likelihood of confusion with our trademarks or other protected signs. Any reference by the Supplier to its business relationship with us in information or advertising materials shall require our prior express written approval.
4. The provisions of the preceding paragraphs 1, 2, and 3 shall apply accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as to tools, templates, samples, and other items provided by us to the Supplier for manufacturing purposes. Such items shall be identified by the Supplier as our property, stored with due care, protected against damage of any kind and against unauthorized access, and used solely for the purposes of the contract. Unless otherwise agreed, the contracting parties shall each bear one half of the costs of their maintenance and repair. However, any costs attributable to defects in such items manufactured by the Supplier or to improper use by the Supplier, its employees, or other agents shall be borne solely by the Supplier. The Supplier shall notify us without undue delay of any damage to such items that is not merely insignificant. Upon request, the Supplier shall be obligated to return such items to us in proper condition when they are no longer required for the performance of the contracts concluded with us.
5. If, during the term of the contract, third-party intellectual property rights become known that prevent performance of the contract between us and the Supplier, we shall coordinate with the Supplier on the further course of action. We have no obligation to investigate whether any such third-party rights exist. If an infringement of third-party rights is attributable to the Supplier, the Supplier shall fully indemnify us against all claims, unless the Supplier proves that it is not responsible for the infringement. In all other respects, our claims for defective deliveries under Section I of these GTC shall apply.
6. Any processing, mixing, or combination (further processing) of items provided by us shall be carried out on our behalf. The same shall apply to any further processing of the Goods delivered by us, so that we shall be deemed the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

G. Retention of Title

Any extended retention of title (extension of retention of title to products manufactured by us) and any so-called current-account retention of title (transfer of ownership only after settlement of all claims arising from a business relationship) asserted against us are excluded. The Supplier’s retention of title shall lapse at the latest upon payment of the purchase price for the delivered Goods. In the ordinary course of business, we shall be entitled, even before payment of the purchase price, to resell the Goods with advance assignment of the resulting receivables (in the alternative, application of the simple retention of title and the retention of title extended to resale).

H. Confidentiality

1. The Supplier undertakes to treat as strictly confidential all confidential information of ours that becomes known to it in connection with the negotiation, performance, and execution of this contract, and to maintain confidentiality even beyond the term of this contract. Confidential information means – regardless of whether marked as confidential – all information made accessible to the Supplier (in whatever form), as well as information whose confidential nature is apparent from its subject matter or the circumstances (“Confidential Information”). The Supplier shall take all reasonable measures to ensure confidentiality.
2. The Supplier shall restrict access to the Confidential Information to those persons who need to know such Confidential Information for the purpose of performing the contract. Disclosure to any other persons, whether natural or legal persons, is excluded.
3. The confidentiality obligation shall not apply to information
4. a)  at was already publicly known or generally accessible prior to its disclosure by us;
   b)  that becomes publicly known or generally accessible at or after the time of its disclosure by us, provided this is not due to a breach of this confidentiality obligation;
   c)  for which we have given our prior written consent to disclosure; or
   d)  that must be disclosed due to a legal obligation, a court order, or a mandatory request by a governmental authority. If any such obligation applies, the Supplier shall notify us accordingly, to the extent legally permissible.
5. The provisions of Section F of these GTC shall remain unaffected.

I. Defective Deliveries

1. Our claims and rights in the event of defects in quality or title of the Goods (including incorrect or short delivery as well as improper installation or defective installation, operating, or operating instructions) and in the event of any other breach of duty by the Supplier shall be governed by the statutory provisions, unless otherwise provided below. In particular, all statutory claims and rights shall be available to us. This also applies to our statutory recourse claims within a supply chain (Sections 327u, 445a, 445b, and 478 BGB). Within this framework, we shall in particular be entitled to demand from the Supplier exactly the type of subsequent performance (remedy by repair or replacement delivery) that we owe to our customer in the individual case. Our statutory right of choice (Section 439(1) BGB) shall not be restricted by this.
2. The Supplier warrants that each Deliverable supplied to us has the agreed quality. In any case, the agreed quality shall include those product descriptions that – particularly by designation or reference in our purchase order – form part of the relevant contract or have been incorporated into the contract in the same manner as these GTC. It shall make no difference whether the product description originates from us, the Supplier, or the manufacturer.
3. The Supplier further warrants that all Deliverables comply with the current state of the art in Germany, all applicable legal provisions, and the rules and guidelines of authorities, professional associations, and trade bodies, as well as with the quality requirements specified by us. In particular, the Supplier warrants that the Deliverables comply with the applicable EN standards. Where the Deliverables are machinery or equipment that generate significant noise emissions, the Supplier shall provide a noise certificate.
4. Where the Goods are hydraulic components, the Supplier warrants careful deburring and cleaning, including final flushing, with particles larger than 10 µm being filtered out. The Supplier shall package hydraulic components in such a way that their cleanliness is maintained during transport.
5. The statutory provisions on inspection and notice of defects under commercial law (Sections 377 and 381 of the German Commercial Code (HGB) shall apply, subject to the following modification: our obligation to inspect and give notice of defects shall be limited to defects that become apparent during our incoming goods inspection upon external examination, including the delivery documents (e.g., transport damage, incorrect or short delivery), or that are detectable during our quality control on a sampling basis. Our obligation to inspect and give notice of defects discovered later shall remain unaffected. Our notice of defect shall be deemed to be timely if it is sent within two weeks after discovery or, in the case of obvious defects, after delivery.
6. The Supplier shall bear the costs incurred for the purpose of inspection and subsequent performance even if it turns out that no defect actually existed. Our liability for damages in the event of an unjustified request for remedy remains unaffected; in this respect, however, we shall be liable only if we knew or grossly negligently failed to recognize that no defect existed.

J. Product Liability

1. If the Supplier is responsible for a product-related damage, the Supplier shall indemnify us against third-party claims to the extent that the cause lies within the Supplier’s sphere of control and organization and the Supplier itself is liable to the third party.
2. Within the scope of its indemnification obligation, the Supplier shall reimburse expenses in accordance with Sections 683 and 670 BGB that arise from or in connection with third-party claims, including recall actions carried out by us. We shall inform the Supplier of the content and scope of any recall measures, to the extent possible and reasonable, and give the Supplier an opportunity to comment. Any further statutory claims shall remain unaffected.
3. The Supplier shall take out and maintain product liability insurance with a flat coverage amount of at least EUR 10 million per personal injury and property damage.

K. Assignment

The Supplier shall not be entitled to assign its claims arising from the contractual relationship with us to third parties. This shall not apply to monetary claims.

L. Limitation Periods

1. The mutual claims of the contracting parties shall be subject to the statutory limitation periods, unless otherwise provided below.
2. Deviating from Sections 327j(1) and 438(1) no. 3 BGB, the general limitation period for claims based on defects shall be 3 years from the transfer of risk. Where acceptance is agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall apply accordingly to claims based on defects in title; however, the statutory limitation period for third-party claims for surrender of property (Section 438(1) no. 1 BGB) shall remain unaffected. In addition, claims based on defects in title shall in no event become time-barred for as long as the third party is still able to assert the right against us, in particular due to the absence of limitation. The statutory suspension of expiry pursuant to Sections 327j(2), (3), and (4) and 475e BGB shall remain unaffected.
3. The limitation periods under sales law, including the extension set out above, shall apply – within the scope permitted by law – to all contractual defect claims. Where we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation periods (Sections 195 and 199 BGB) shall apply, unless application of the sales-law limitation periods results in a longer limitation period in the individual case.

M. Governing Law and Jurisdiction

1. All legal relationships arising in connection with the conclusion, performance, or termination of this contract shall be governed by the substantive law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. If the contractual partner is a merchant, the exclusive place of jurisdiction for all disputes between the parties arising out of or in connection with this contract shall be 48599 Gronau, Germany. However, we shall also be entitled, at our option, to bring claims against the Supplier at any other legally permissible place of jurisdiction.

TEUPEN Maschinenbau GmbH
Marie-Curie-Str. 13
48599 Gronau Germany