§1 General terms and conditions

1. These Terms and Conditions of Purchase (who are always being referred to when written with capital first letter) are the only conditions to apply for orders of RIEGLER & Co. KG, with registered office in Germany. We do not recognise the terms and conditions of the Supplier which are contrary to or different from the Terms and Conditions of Purchase, unless we have expressly agreed to their validity in writing. The Terms and Conditions of Purchase also apply if we accept the delivery or the service without reservation or without being aware of the contradictory or deviating terms of the Supplier.
2. These terms and conditions apply to professionals (§ 14 para. 1 German Civil Code), corporations under public law and statutory public special funds.
3. These also apply to future transactions with the Supplier on the basis of current business relations.

§2 Ordering and order confirmation

1. Our authorised agents are authorised to process written orders only. Oral agreements therefore require written confirmation to be valid.
2. Orders must be confirmed by the Supplier within 2 business days, noting the transaction reference and order number, stating the binding price and delivery date. Order data are deemed to be accepted if the order is not confirmed within this period.
3. Supplier offers are always made free of charge, in particular the required foundation, disposition, other drawings or other documents.
4. All of our offer documents, in particular drawings, plans, calculations and technical specifications, remain our property and may not be made accessible or made public to third parties without our written consent.
5. Any tools and models which we have provided, which are manufactured according to our specifications, must not be made accessible to third parties. In addition, the Supplier must not produce any parts for third parties using our tools. The Supplier is liable for all damages incurred by us or third parties resulting from non-observance of these regulations.
6. If the order has rules and contents differing from these Terms and Conditions, the above rules and contents prevail for the ordering.

§3 Prices

1. The prices stated in the order are binding ("Fixed prices"). Unless otherwise agreed, the price includes a delivery "dap/ddp (according to Incoterms 2010) delivery address - according to the order - including packaging". In particular, this price includes the costs for truck toll charges, customs clearance and packaging and other surcharges. All prices are quoted not yet including VAT applicable at the time of ordering.
2. Prices apply for 12 months and are automatically continued for another 12 months, unless one party gives notice of termination of that Agreement at least 3 months before its expiry.
3. The prices are only valid if confirmed by us.

§4 Delivery / transfer of risk / packaging / proof of origin

1. The delivery takes place at the expense and risk of the Supplier. The place of performance is in principle the delivery address indicated on the order.
2. If in exceptional cases we assume the transport costs based on special agreement, the Supplier must choose the most favourable and the most suitable transport option for us. In this case, we would like to point out that we are prohibition/waiver customer within the meaning of the General German Freight Forwarder Conditions (ADSp).
3. The Supplier bears the risk of damage to the goods until their acceptance by us or our agent at the place to which the goods are to be delivered in accordance with the order.
4. The Supplier must comply with all relevant legal regulations in packaging, labelling and dispatching of its products.
5. The reference numbers and other information required in the order processing specified by us and stated in the order must be noted in all shipping notices, delivery notes, packing slips, freight notes, invoices, on the outer packaging, etc. If the Supplier fails to do so we are not be held responsible for resulting delays in processing.
6. The Supplier must package, label and dispatch dangerous products according to the relevant national and international regulations. The Supplier fulfils all of these obligations pursuant to Article 3 No. 32 EC Regulation 1907/2006/EC (hereinafter referred to as "REACH Regulation") in accordance with REACH Regulation with regard to the delivery of the goods. In particular, the Supplier must provide the Client with a safety data sheet in accordance with Article 31 REACH, in the language of the recipient country, in all cases prescribed in Article 31 (1) to (3) of the REACH Regulation.
7. We reserve the right to return the goods at the expense of the Supplier if these are delivered earlier than agreed. In the event of premature delivery, the goods are stored at the expense and risk of the Supplier until the delivery date.
8. We accept partial deliveries only upon express agreement. In the case of agreed partial shipments, the remaining balance must be indicated.
9. The Supplier must take back the packaging of the delivery item. If, however, the packaging material should nevertheless remain with us and cannot be recycled (e.g. composite material) and / or the disposal by the Supplier or a third party commissioned by it, we reserve the right to return the packaging materials at the expense of the Supplier or to dispose of it at latter’s expense.
10. The Supplier must adhere to our delivery / packing instructions. We reserve the right to change these packaging regulations under the current standards in consultation with the Supplier. The Supplier is liable for any damage resulting from defective packaging.
11. The Supplier must provide information on the origin and the customs tariff number with reference to the part number for all goods deliveries to us. In the case of goods originating in the European Union (EU), the Supplier automatically supplies this information to us via a long-term Supplier declaration or individual Supplier declaration. Changes are to be reported to us immediately.
12. Unless evidence to the contrary is presented, values determined by our incoming inspection are valid for quantities, weights and dimensions.
13. An examination of outgoing products with 100% according to jointly determined criteria (see relevant product clearance) is part of the contract.

§5 Delivery time, delivery delay, contractual penalty

1. The delivery date stated in the order is binding and is guaranteed by the Supplier. The receipt of the goods at the place of destination specified by us is decisive for complying with the delivery date. The day of delivering must be a working day.
2. If the delivery is not made within the agreed time, the Supplier is liable for all consequences resulting from the culpably late delivery. Any delays in delivery must be reported immediately. Additional costs for rush and express consignments resulting from the non-compliance of the agreed delivery time must be borne by the Supplier. In the event of a delay in delivery we are entitled, after the expiry of a reasonable grace period for subsequent performance, to withdraw from the contract or to make a covering purchase. Setting of a grace period is not necessary if waiting for an additional period proves to be unreasonable in individual cases.
   In the event of default with delivery, we are entitled to demand a contractual penalty of 10% of the value of the order, a maximum of 50% of the order value, per commenced week of default; the right to assert further damages is reserved. The contractual penalty will be deducted from the damages that we may claim. The Supplier is entitled to prove to us that no or less damage has occurred as a result of the delay. We must declare the reservation of the contractual penalty at the latest within 10 working days from the receipt of the delayed delivery. The assertion of further rights remains reserved.
   The Supplier is responsible for the contractual obligation to notify us in writing without delay of any delays in delivery dates with regard to the whole or individual parts of the delivery, indicating the reason and the anticipated duration of the delay. In case of culpable infringement of this notification obligation, the Supplier shall be liable for the resulting damages. The liability for delay remains unaffected.

§6 Acceptance and inspection of the goods

1. Cases of force majeure, as well as other events not foreseen by us and unforeseeable events, such as strikes, lockouts or natural catastrophes, entitle us to postpone acceptance for the duration of the event.
2. Deviations in the quantity of delivered goods from the quantity ordered are generally not accepted and are to be considered as insufficient performance by the Supplier within the terms of the Agreement. We reserve the right to return deliveries arriving more than 10 calendar days early at the supplier’s cost.
3. Any obligation to inspect by us shall be limited to the immediate examination of the delivery as to whether it shows externally recognizable transport damage and externally recognizable defects. Insofar as we are obligated to make an immediate complaint, this is in any case timely if externally recognizable defects occur within 10 working days after the transfer of the risk or after receipt (depending on what occurs later); and hidden defects within 10 working days after detection. If the inspection of the delivery or service requires a longer deadline, the longer deadline shall apply.

§7 Payment and invoices

1. We can only process invoices if these contain the order number and order date as per the specifications in the order. The date of receipt of the invoice is the date of receipt by RIEGLER & Co. KG. The Supplier is responsible for all the consequences arising from non-compliance with this obligation, unless it can prove that it is not at fault. If the Supplier delivered before the agreed delivery date, the aforementioned deadlines are not calculated according to the actual delivery date, but according to the agreed delivery date.
2. The Supplier is obligated to issue a proper invoice according to the German VAT Act (UStG). The Supplier must enter in particular the tax number issued by the tax office or the intracommunitarian VAT identification number on the invoice.
3. Any excess or shortfall in service rendered must be indicated separately in the invoice.
4. Unless otherwise agreed in writing, we will pay the purchase price after 21 days from the date of delivery and receipt of invoice and with a 2% discount, or within 30 days after delivery and receipt of invoice net.
5. In case of defective delivery, we are entitled to refuse the payment until proper supplementary performance.
6. The Supplier is not entitled to assign its claims against us or to have them collected by a third party without our prior written consent, which may not be refused unreasonably. In the case of extended retention of title the consent can be deemed as granted. If the Supplier assigns its claims against us to third parties contrary to sentence 1 without our consent, the assignment is nevertheless effective. However, we may, at our discretion, pay to the Supplier or the third party with discharging effect.
7. In addition to the statutory rights to offset and withholding we shall be entitled to offset claims against us against amounts payable under a delivery contract, we are also entitled to offset or to deduct our claims against the Supplier under a delivery contract or other agreement or amounts owed us by the Supplier against amounts payable under a delivery contract.
8. Advance and interim payments do not constitute acceptance of Supplier's conformity or fulfilment of service.

§8 Guarantee, claims for defects, notification of defects, liability

1. The Supplier warrants that the objects of the contract have no defects and correspond to the specifications agreed upon.
2. The Supplier, who is not merely an intermediary, is also liable for defects in the products delivered by the same (guarantee). If the Supplier has assumed a guarantee for the quality of the products supplied by it or a procurement risk, it is liable for this even without fault.
3. The guarantee period is 24 months; without limitation and as of transfer of risk. It begins to run again with the day of the correction of the defect, if the Supplier remedies the deficiencies in acknowledgement of its obligation under the guarantee.
4. In addition to any guarantees pursuant to section 8.3, we are entitled to all statutory claims for defects without restriction. In particular, we object to any restrictions on statutory claims for defects, including the claims for damages resulting thereof.
5. We are only obliged to check the goods for the identity, the consistency between the individual delivery and the delivery as well as for obvious and externally recognizable transport damage within the scope of a reasonable period. Inspection of the delivered goods for quantity and identity as well as other quality deviations is carried out by us exclusively on the basis of the delivery documentation and the marking on the outermost packaging of the goods. There is no further obligation to carry out a technical incoming goods inspection. We must notify the Supplier of any faults found by us, or our customers, according to the circumstances of a proper operation. The complaint must be timely in the case of obvious and externally recognizable defects, provided that it is received, by the Supplier within a period of 5 working days from the date of receipt of the goods; or in the case of hidden defects from the date of detection. If the inspection of the goods is made more difficult by circumstances for which the Supplier bears the responsibility, the deadline is extended by an appropriate period.
6. If there is a defect, the Supplier must provide us with a description of the cause of the defect, fault finding as well as the suggested measures for the correction of defects within 10 working days after receipt of our complaint by means of the 8D-Report. If, in consideration of all circumstances of the individual case, such a presentation is not possible within the deadline, the deadline is extended by an appropriate period.
7. In the case of faulty delivered goods, the Supplier shall, at our discretion, deliver a defect-free product or remedy defects through repair (supplementary performance). If the Supplier is unable to do so, or if it fails to do so within a reasonable period, we can withdraw from the contract and return the goods at the risk of the Supplier and cover our requirements otherwise. The Supplier bears the additional costs resulting from the above. In urgent cases, we can carry out the removal of defects ourselves or have them carried out by a third party upon consultation with the Supplier. The resulting costs must be borne by the Supplier. In case of Purchase Contracts and in cases of particular urgency where it is no longer possible to inform the Supplier on the defect and an imminent damage and to provide it with a short deadline for remedies, we are entitled to remove the defect, repair the damages and to make covering purchases at the expense of the Supplier. In contracts for work we are entitled to the statutory rights of self-performance. In this case we are entitled, in the event of risks to operational safety and/or to avoid unusually high damages to us or third parties, to rectify defects, repair damages and make covering purchases without prior coordination and at the expense of the Supplier. In such cases, we will provide the Supplier with the defective goods or their defective parts at its request and at its expense; however, we are entitled to assert a right of retention against this obligation, as long as the Supplier has not reimbursed us for any expenses incurred as a result of a defect.
8. The claims for defects which we are entitled to expire after 36 months from the transfer of the risk. If legally longer deadlines are applicable, these apply.
9. In case of further processing of certain goods of the Supplier, the limitation period commences with the time at which the limitation period for the product we have supplied with the goods starts, but no later than 6 months after delivery of the goods to us.
10. The expiry of the claims is hindered as long as the goods are to be examined for deficiencies, or for the improvement at the Supplier or its vicarious agents.
11. In the case of parts reconditioned, repaired or replaced within the period of limitation, the period of limitation commences at the time when the Supplier has fully fulfilled our claims for supplementary performance in acknowledgement of its obligation to supplement performance.
12. A type and serial damage is incurred if defects or malfunctions occur in more than 10% of the delivered items of the same type within a period of 3 years after delivery. In this case, we are entitled to demand the replacement of an entire series of contractual items or our products, in which the contract items have been installed, at the expense of the Supplier. This also applies if there are still no signs of defects in individual items.

§9 Quality assurance, performance requirements, documentation, REACH

1. The Supplier undertakes to comply with the recognized rules of technology and, in particular, the regulations, standards and directives issued by the legislature, the supervisory authorities, professional associations and issued by the German VDE and VDMA with regard to execution, accident prevention and environmental protection. The standards and guidelines specified by RIEGLER & Co. KG are valid in the latest version at the time of delivery.
2. The supplier must quote the applicable laws and standards in a declaration of conformity.
3. Upon delivery, the Supplier shall provide a declaration of manufacturer or EC conformity for all the products concerned.
4. Statutory regulations, e.g. (2000/53/EC) and the Electrical and Electronic Equipment Act (EU directives WEEE and RoHS Directives) and their national implementations, exclude the placing on the market of certain substances in defined applications. The Supplier undertakes measures to ensure that none of the parts / products delivered by it contain any prohibited substances and do not contain these in the future.
   In the event that the product supplied contains dangerous substances or dangerous preparations according to the EG1272/2008 (CLP), the Supplier is obliged to submit a safety data sheet in writing or electronically as a Word file to our officer specified in the respective order. This sheet must comply with the valid standard for safety data sheets.
5. The Supplier must ensure that all substances contained in the goods are effectively pre-registered, registered (or exempted from registration) in accordance with the relevant requirements of the REACH Regulation for the uses notified by the Client and, where relevant, approved. Where the product is a product within the meaning of Article 7 of the REACH Regulation, the preceding sentence applies to substances released from these products.
   The Supplier must inform us immediately if a substance is contained in a component of a product in a concentration of more than 0.1% (W/W), which meets the criteria of Articles 57 and 59 of the REACH Regulation (so-called "substances of very high concern"). This also applies to packaging products.
6. Provisions on export control and external trade data
   The Supplier shall comply with all requirements of the applicable national and international customs and foreign trade law ("Foreign trade law"). The Supplier has to notify us at the latest two weeks after the order in writing without delay all information and data that we need to comply with the foreign trade law at the time of import, export and re-export.
   In particular: The statistical number of goods according to the current distribution of the foreign trade statistics and the HS (Harmonized System) code; and, where requested by RIEGLER & Co. KG, Supplier declarations on the preferential origin (for European Suppliers) or certificates of preference (for non-European Suppliers).
   If the Supplier violates its obligations, it must bear all expenses and damages incurred by us as a result. This does not apply if the Supplier is not responsible for the breach of obligation.
7. Proviso
   Our fulfilment of the contract is subject to the proviso that there are no obstacles to fulfilment due to national or international regulations of foreign trade law as well as no embargoes and/or other sanctions.

§10 Product liability, exemption, insurance

1. If the Supplier is responsible for a product defect, it is obliged to release us from claims for damages on the part of third parties on the first demand, if the cause is within its area of control and organization and it is liable in the external relationship itself.
2. The Supplier must also reimburse us for all reasonable expenses pursuant to §§683, 670 as well as §§830, 840, 426 Civil German Code (BGB) or equivalent national laws, incurred by us due to faults caused by the Supplier or in connection with a recall or information campaign (e.g. Warnings notices in the media) We shall inform the Supplier regarding the content and scope of the recall actions - to the extent possible and reasonable - and provide it with the opportunity to comment. This shall not affect any other legal claims.
3. The Supplier is obligated to complete an extended product liability and recall cost liability insurance valid throughout the world (including the USA and Canada) with a sum insured for personal injury or property and asset losses of at least € 3 million per claim to maintain during the term of this agreement without interruption, and to provide us with proof thereof upon our request. Upon our request, the Supplier must also submit a counter-signature of this agreement by the insurer. If we are entitled to further damages claims, these remain unaffected.

§11 Liability for defects of title

1. The Supplier must ensure that no rights of third parties are culpably infringed in connection with its delivery; it must indemnify us and hold us harmless from any third party claims. The exemption of the Supplier refers to all expenses and damages incurred by us, or in connection with claims arising from a third party.
2. The limitation period for these claims is 5 years, commencing with the conclusion of the respective contract.

§12 Industrial property rights

1. The Supplier agrees that with respect to the products and services to be provided by the Supplier, including the know- how contained therein, as well as the documentation and the source and object code of any software (hereinafter collectively referred to as the "Supplies") we have the non-exclusive, irrevocable, transferable, temporally and territorially unlimited right to use and distribute these Supplies. The same applies to the graphics, company labels, other business names, trademarks and work titles of the Supplier which may be contained in the deliveries.
2. It includes the right to rework, modify and expand the Supplies, and to sell the products thereby created in other ways than in the original version of the deliveries.
3. The Supplier is responsible for the fact that no third party rights are infringed in connection with the delivery of the products, whereby the Supplier is aware that we distribute the products delivered to us worldwide. If claims are asserted against us by a third party for infringement of their rights, the Supplier is obliged to indemnify us against these claims and hold us harmless upon first written request.

§13 Copyrights, confidentiality, commissioning of third parties, minimum wage

1. The obligation of the Supplier to maintain confidentiality is of paramount importance to us, this is also true in the light of the fact that we are ourselves often subjected to a strict obligation of confidentiality by our customers. Accordingly, the Supplier is also obliged to maintain strict secrecy regarding its sources of supply.
2. If we have concluded a separate secrecy agreement with the Supplier, this prevails in the case of inconsistencies or deviations.
3. In case of each individual order the Supplier is obliged to transfer its comprehensive obligation to secrecy/confidentiality to employees concerned. We reserve the right to assert a contractual penalty and/or to claim damages in accordance with the following provisions or the legal regulations should the Supplier breach this obligation.
4. We retain the right of property and copyright to illustrations, drawings, calculations and/or other documents or objects which the Supplier has received from us. They are to be used exclusively for the production of our order. These are to be returned to us after the order has been completed.
5. The Supplier is obligated to maintain strict secrecy regarding all samples, drawings, calculations, other documents, information and/or objects received. These may be disclosed to third parties only with our express consent. The confidentiality obligation continues to apply even after performance of this contract. It expires if and to the extent that the manufacturing knowledge contained in the transferred samples, drawings, calculations, other documents, information and/or objects has become public knowledge.
6. The Supplier is not allowed to refer to the existing business relationship with us in information and promotional material without our express written approval.
7. The Supplier is liable for all damages resulting from the breach of any of these obligations.
8. In the event of culpable breach of this obligation we are entitled to determine and demand an appropriate contractual penalty from the Supplier at our discretion. The Supplier is entitled to contest the appropriateness of the contractual penalty at the respective competent court for RIEGLER & Co. KG.
   The contractual penalty will be deducted from the amount of damages that might also be claimed.
9. The Supplier agrees to inform us in advance in writing regarding the issuing of subcontracts and to obtain our written consent for subcontracting. We may refuse consent only for important reasons. In any case, the commissioning of third parties does not affect the direct legal responsibility of the Supplier towards us.
10. Subcontractors must equally be obliged by the Supplier to maintain confidentiality and secrecy in accordance with Item 13.4 to 13.8.
11. The Supplier shall ensure that staff employed by the latter, its appointed subcontractors or staffing services for the execution of the contracts with the employer, receive the statutory minimum wage in accordance with Minimum Wage Legislation (MiLoG) or; if the services to be provided fall within the scope of application of the Law Concerning the Posting of Employees Abroad (AEntG), to receive the prescribed industry-specific minimum wage. It must also ensure that compulsory obligations to pay contributions to social insurance institutions, professional associations and other bodies, such as the collective bodies of the collective bargaining parties referred to in Article 8 AEntG, are complied with.
12. In selecting subcontractors and staffing services, the Supplier must examine the fulfilment of the preconditions in accordance with Section 13.11 and commit the latter to compliance in writing. In addition, it shall confirm in writing that that these commissioned subcontractors or staffing services are required to comply with the requirements.
13. The Supplier must indemnify us against and hold us harmless from claims asserted against us by the employees of the supplier or an employee of an engaged subcontractor, for any reason whatsoever, or a staffing service; justifiably as guarantor for payment of statutory minimum wage or industry-specific minimum wage or one of the institutions of the parties to collective agreement mentioned in for the payment of contributions §8 AEntG.
14. We are entitled to terminate the contract with the Supplier without observance of a notice period, if claims are legitimately asserted against us as guarantor in accordance with MiLoG and AEntG.
15. In addition, the Supplier is liable to us for any damage incurred by us due to culpable non-compliance with obligations pursuant to Section 13.11 and Section 13.12.

§14 Assignment, prohibition of set-off, retention of title, provisions and tools of the customer

1. Rights under the order may be assigned to third parties only upon mutual agreement. The consent of RIEGLER & Co. KG can be deemed as having been granted if the Supplier has accepted an extended retention of title by its Suppliers in the ordinary course of business.
2. Settlement and set-off against RIEGLER & Co. KG are only permissible if the claims of the Supplier are undisputed or legally established. The same applies to rights of retention and performance refusal.
3. Extended retention of title is not permitted.
4. To the extent that we provide the Supplier with parts, we shall reserve the title to these parts. Processing or conversion by the Supplier is performed for us. If the goods subject to our retention of title are processed with other objects not belonging to us, we shall acquire joint ownership of the new item in proportion of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
5. We retain ownership of tools, fixtures and other production equipment. The Supplier is obliged to use the tools, etc. exclusively for the production of the goods ordered by us, to keep these secret, and provide them to us free of charge at any time upon request. The transfer to third parties or the use for own purposes is prohibited. The Supplier undertakes to insure the tools, fixtures and other manufacturing equipment belonging to us at its own expense against fire, water and theft. At the same time, the Supplier hereby assigns to us all future claims for compensation arising from this insurance policy. We herewith accept the assignment. The Supplier has to carry out all necessary maintenance and inspection work on tools, etc. as well as all maintenance and repair work in good time at its own expense. He must immediately notify us of any malfunctions; if it culpably fails to do so, our claims for damages remain unaffected.
6. If tools, fixtures, production equipment, etc. are produced or acquired upon payment by us, these must become our property and must be designated as our property by the Supplier. In the case of partial payment of these items by us, we acquire the co-ownership of the item to the extent of the partial amount paid by us. The above provisions apply mutatis mutandis to the items produced and/or acquired for us.

§15 Advertising ban

The Supplier is not allowed to make use of the business relationship with us or our products for promotional purposes or refer to them publicly without our prior written consent.

§16 Code of Conduct / Corporate Social Responsibility

Compliance with the laws of the applicable legal system is a contractual obligation. The Supplier shall not expressly participate actively or passively in any form of bribery, violation of the fundamental rights of its employees or child labour. It is responsible for the health and safety of its employees at the workplace, complies with environmental protection laws and supports and demands compliance with this principle from its Suppliers as well.

The basis for the business relationship between RIEGLER & Co. KG and the Supplier is the acknowledgement and compliance with the "Code of Conduct" by the Supplier.

§17 Vicarious agents

The Supplier is fully responsible to us for the deliveries and services of its subcontractors as well as for its own deliveries and services; the subcontractors of the Supplier are therefore deemed to be its vicarious agents.

§18 Place of performance, law and jurisdiction

1. The place of performance for the deliveries and services is the place of destination, for payments it is the registered office of the company.
2. German law shall apply to all claims arising out of and in connection with this contract, with the exclusion of the German international conflict law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The courts competent for the seat of the company have exclusive jurisdiction for all disputes arising directly or indirectly from this contractual relationship or, at the request of RIEGLER & Co. KG, the courts competent for the Supplier's seat.
4. Should individual provisions of the contract prove to be or become void, this does not affect the validity of the other provisions.

§19 Data protection

In accordance with the provisions of the Data Protection Act and the General Data Protection Regulation, we draw Supplier's attention to the fact that we process its personal and company-related data necessary for the processing of the business relationship by means of electronic data processing. The Supplier undertakes to comply with the provisions of data protection.

Issued: February 2021