Dockweiler AG
General Terms & Conditions for the Purchasing of Goods and Services
1. Scope of applicationa. Orders we place shall be exclusively governed by the General Terms & Conditions for Purchasing
set out below. These General Terms & Conditions for Purchasing are posted on the internet athttps://www.dockweiler.com/en/purchase-conditions; we will gladly send you a copy of thisdocument by request.
b. Any conflicting or differing terms and conditions of the Supplier shall not apply. Our GeneralTerms and Conditions of Purchasing shall apply irrespective of whether we are aware ofconflicting or differing terms & conditions of the Supplier, which shall only apply if we agree
thereto in writing.
c. These General Terms & Conditions of Purchasing shall furthermore apply to any and all futuretransactions with the Supplier.
2. Offers, offer documents
a. Any offers extended by the Supplier must be free of charge and without any obligation on ourpart. A fee shall only be payable for cost estimates by special agreement.
b. Offers extended by the Supplier must correspond with the type, quality, quantity andproperties/characteristics as per our inquiry. The Supplier must expressly disclose andcommunicate any discrepancies.
c. Offers extended by the Supplier shall only be deemed accepted with binding effect if expressly
confirmed as such.
3. Contract conclusiona. Orders must be placed in text form. The same applies to any changes or additions to orders.
We may send documents either by post or electronically.
b. The Supplier must confirm orders we place within five (5) working days of receipt thereof, either
in the form of an order confirmation or by signing off on the order in question.
4. Pricing, payment terms
a. The price stated in the order shall be binding. Except as otherwise agreed, stated prices shallbe net of tax, i.e. VAT is charged extra at the applicable rate.
b. Except as otherwise agreed, stated prices shall include costs for packaging and shipping ‘freedomicile’. The Supplier is obligated to take back packaging at our request.
c. Invoices must state the following information to be processable: order number (as applicable),delivered item, delivered quantity, price per delivered item. The Supplier shall be responsiblefor any and all consequences resulting from non-fulfilment of these requirements.
d. Except as otherwise agreed, invoices must be sent to invoice-AG@dockweiler.com.
e. Except as otherwise agreed in writing, invoices shall be due for payment plus VAT within 60
days of delivery and invoice receipt.
f.

We enjoy offsetting and retention rights as provided by law.

g. The Supplier shall not be entitled to assign accruing claims or have such collected by thirdparties without our prior written consent.

5. Delivery deadlines
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a. The delivery and/or performance dates/deadlines stated in the order are binding. To determine
adherence with a delivery or performance deadline, the point in time when we receive the goods
or the day of work performance applies.
b. The Supplier is obligated to notify us immediately in writing if an agreed delivery or performancedeadline is not met. The Supplier must likewise provide notification if and when circumstances
become evident which could lead to non-adherence with a delivery or performance deadline.
c. In case of payment default we are entitled to charge a contractual penalty of 0.2% of the valueof the ordered delivery or service per complete day of default, not to exceed 5% of the value ofthe ordered delivery or service. Our entitlement to charge a contractual penalty exists in addition
to our entitlement to fulfilment of the order. The right to assert further legal claims is expresslyreserved. The contractual penalty amount is in addition to the amount of any accruing damage
claims. The required notice that the right to charge a contractual penalty is reserved may be
given up until the due date of the invoice.
d. We are entitled to refuse to accept goods or services which are delivered/provided prior to thedate specified in the order, and to return goods delivered early at the expense and risk of theSupplier, after coordinating such return, and/or to have such goods stored in third-party
facilities.
6. Passing of risk, documentsa. Except as otherwise agreed, delivery is to be made free of charge to our facilities or to thedelivery point specified by us in the order. Receipt confirmations shall only be regarded as an
acknowledgement of receipt of the goods, not as confirmation of proper orderfulfilment/performance.
b. Partial deliveries shall only be permitted with our prior written approval, and must be expressly
designated as such. The remaining deliverable quantity after a partial delivery must be statedon the delivery note.
c. A delivery note must accompany every shipment stating our order details, such as ordernumber, designation and item number of delivered items, supplier number, recipient, delivery
note number and quantity delivered.
d. The Supplier is obligated to pack goods as necessary for transport in a manner ensuring thatthe goods will not be damaged given normal handling. The Supplier bears packaging/packing
costs. The Supplier also bears transport insurance costs.
7. Warranty, warranty claims, notice of defects
a. The Supplier warrants that delivered items are free of any defects which impair their value orsuitability, and in particular that they evidence the agreed properties/characteristics or areidentical with the master sample approved by us, are suitable for the contractually specified andcustomary usages and conform with generally recognized principles of engineering, with public
regulations applicable at the time of delivery and with technical safety requirements applicableat the time of delivery. If agreed, a certificate of conformity must be on file for goods bearing
the CE mark. The Supplier furthermore grants warranty regarding the performance data andother properties/characteristics stated in the order confirmation.
b. When goods are delivered, we are solely obligated to inspect the delivered good for obvious
defects, quantity discrepancies and plainly evident transport damage. The Supplier must be
notified of such within 10 days of taking delivery. Regarding any other defects, notification shallbe deemed timely if given within 10 days of discovery of the defect.
c. If a product delivered or service provided by the contractor evidences a defect, we enjoy thefull statutory rights regarding defect claims and may choose the manner of subsequentperformance. If the Supplier refuses or fails at subsequent performance—failure being two
unsuccessful attempts at subsequent performance—upon elapse of a grace period set for theSupplier we are entitled to remedy the defect ourselves or have it remedied by third parties at
the Supplier’s expense.
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d. The expiration period for defect claims is 24 months from the date of delivery to us.
8. Defects of title
a. The Supplier warrants that the goods are free of encumbering third-party rights that conflictwith or limit usage for the contractual and customary purposes.
b. We will inform the Supplier accordingly in the event third parties assert claims preventing us or
our customers from using the goods in accordance with the contract. In such case, at our option
the Supplier shall either(1)

assign to us and/or our customers rights to use the goods, or(2)render the delivered goods free of encumbrance, to the extent doing so does notcompromise contractually agreed properties/characteristics, or(3)replace the delivered goods with other goods with the same properties/characteristics
which do not infringe any property rights of third parties.
c. The Supplier shall indemnify us for and from any third-party claims asserted on the basis of
encumbering third-party property rights, and reimburse us for all costs incurred in defending
against such claims, including for legal representation.
d. This obligation shall not apply if the goods were manufactured in accordance with ourspecifications and the Supplier was neither aware of the encumbering property rights nor shouldhave been aware thereof given application of the prudent businessman principle of diligence.
9. Product liability
a. The Supplier is obligated, upon initial request, to indemnify us for and from any damage claims
asserted by third parties for loss of life, bodily injury/harm or damage/loss of third-party
property in connection with goods delivered by the Supplier if the cause of such damage/loss
lies within his sphere of responsibility or organizational control and the Supplier has liability visà-vis the third parties in question.
b. The Supplier’s liability for damages per the paragraph above includes the obligation, as provided
by law, to reimburse us for any expenses incurred as part of or in connection with a recall action
conducted by us. The Supplier must provide us appropriate support with such, which inparticular shall include providing any and all information required without delay. Other statutory
claims shall remain thereby unaffected.
c. The Supplier agrees to obtain product liability insurance at a level of coverage that is customary
for the industry and deemable as appropriate by a prudent businessman, and shall maintainsuch a policy for the duration of the contract and a period of three (3) years thereafter. Any
further damage claims accruing to us remain unaffected.
10.
Ownership rights, retention of title
a. We retain ownership rights and copyrights of/to illustrations, drawings, drafts, models, samples,
calculations and other documents which we have provided to the Supplier for the purposes ofpreparing an offer or fulfilling an order. Such documents may not be used for other purposes,copied/reproduced or made accessible to third parties. Such documents shall be returned to us
voluntarily upon fulfilment of the final order placed, or destroyed in the case of electronicallytransmitted data. We shall not bear costs arising for samples provided for inspection.
b. We retain ownership of any tools we provide to the Supplier. The Supplier is obligated to use
such tools exclusively for the production of ordered goods, and to clearly mark such as theproperty of Dockweiler AG. These provided tools must be stored separately from tools ownedby the Supplier. The Supplier is obligated, at his own expense, to insure at replacement value
tools that are our property against fire and water damage as well as theft. The Supplier isobligated to promptly carry out any necessary maintenance and inspection work at his own
expense. The Supplier shall notify us immediately in case of any disrupting circumstances. The
right to assert damage claims remains unaffected if the Supplier culpably fails to do so.
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c. We retain ownership of any goods which we provide for the Supplier to work on. The Supplierperforms processing and/or modification of goods on our behalf. If our goods are processed
together with other items which are not our property, we acquire co-ownership of the newly
resulting item in the percentage of the value of our goods therein relative to that of the otherconstitutive processed items as of the time of such processing.
d. If goods provided by us for processing/modification are inseparably intermingled with othergoods that are not our property, we acquire ownership of the newly resulting goods in thepercentage of the value of our goods relative to that of the other items intermingled therein asof the time of such intermingling. It is agreed that if intermingling results in the Supplier’s goods
being deemable as the primary item, the Supplier shall grant us proportional ownership. TheSupplier shall in such case hold our solely owned or co-owned property in custody for us.
11.

Force majeure
In cases of force majeure, including particularly war, civil war, terrorism, embargo, sabotage,fire, flood, volcanic eruption, strike and lawful lockout—as well as epidemic or pandemic of arisk level designated by the Robert Koch Institute as “moderate” or greater—the contracting
party thereby affected shall be released from obligation to provide or accept products and/orservices for the duration thereof, where affected.

12.
Confidentiality
a. The Supplier is obligated to uphold strict confidentiality regarding any and allgraphics/illustrations, drawings, calculations, other documents and information received. Thesemay only be disclosed to third parties with our express consent. These confidentiality obligations
shall continue to apply after order fulfilment. These obligations shall be extinguished if and when
the information/knowledge represented by the graphics/illustrations, drawings, calculations
and/or other documents provided becomes public knowledge.
b. Documents prepared at our expense or made available by us, such as graphics/illustrations,drawings, drafts, models, samples, calculations or other documents, may not be utilized toprovide products or services to third parties, or otherwise for the Supplier’s own purposes.
c. The Supplier may only make reference to an existing business relationship with us in theSupplier’s marketing materials with our prior written consent.
13.
Concluding provisions
a. Should any provision of these Terms & Conditions or of other covenants made be or become
invalid, the validity of the remainder of the contract based thereupon shall not be thereby
affected. The contracting parties shall negotiate in good faith to replace any invalid provision
with a valid one which fulfils the business purpose behind the invalid provision to the closest
possible extent.
b. The law of the Federal Republic of Germany shall exclusively govern all contractual relationships
between the Supplier and us; the United Nations Convention on Contracts for the International
Sale of Goods (“CISG”) is disapplied.
c. The place of performance for deliveries and services is the place of destination. The exclusive
place of jurisdiction shall be our registered office. We are furthermore entitled to bring legal
action within the jurisdiction of the Supplier’s registered office.

(last updated: November 2023)

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