CONDITIONS OF PURCHASE
Status: December 2022

1.	Scope of application; deviating terms and conditions;individual agreements; form
1.1 These General Terms and Conditions of Purchase (“GTCP”)
apply to all business relationships with our suppliers and service providers (“Seller”). “Buyer” or “we” within the meaningof these GTPC is KARL MAYER Holding SE & Co. KG and its
affiliated companies.
1.2 The GTPC apply in particular to contracts for the purchase
and/or delivery of movable goods, digital products (Section
327 (1) BGB) and/or goods with digital elements (Section
327a (3) BGB) (“Goods”), irrespective of whether the Seller
manufactures the Goods itself or purchases them from­suppliers. Unless otherwise agreed, the GTPC in the version
valid at the time of the Buyer’s order shall also apply as aframework agreement for similar future contracts without us
having to refer to them again in each individual case.
These GTPC apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall
only become part of the contract if and to the extent that wehave expressly consented to their application in writing. Thisrequirement of consent shall apply in any case, for example
even if we accept the Seller’s deliveries without reservation in
the knowledge of the Seller’s general terms and conditions.
The execution of the order shall be deemed as acceptance of
our GTCS even if the Seller has confirmed our order with deviating terms and conditions.
1.3 Individual agreements made with the Seller in individual cases (including ancillary agreements, supplements and amendments) shall take precedence over these GTPC. Subject toproof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
1.4 Changes in the type or composition of the processed material
or in the constructional design compared to previous deliveries and services of the same type that affect our orders also
require our written consent and must be notified to us prior to
the start of production. We are not obliged to examine deliveries and services for similarity after receipt.

1.5

Legally relevant declarations and notifications by the Seller
with regard to the contract (e.g. setting of deadlines, reminders,
withdrawal) must be made in writing, i.e. in written or text form
(e.g. letter, e-mail, fax). Legal formal requirements and further
proof, in particular in case of doubts about the legitimacy of theperson making the declaration, shall remain ­unaffected. The
correspondence – of whatever kind – shall be conducted separately for each order, stating our order number each time.

2.
2.1

Orders and delivery schedules; conclusion of contract
Our orders and call-offs constitute confirmations of our priorcontractual negotiations with the Seller.
The Seller shall respond to our orders and delivery schedules
in writing within a period of 10 days and provide an order confirmation with binding prices and delivery times or executethe order or delivery schedule without reservation, in particular by dispatching the goods, provided that we have ordered/called for immediate delivery. If the Seller does not reject ourorder or our delivery call-off in writing within 10 days, our­order or our delivery call-off shall be deemed accepted.

2.2

3.
3.1

3.2

3.3

Information obligations, quality and scope of delivery
The Seller must obtain knowledge of our conditions of use
and operation. The Seller must check information provided
by us, approved drawings, specifications and requirement
specifications for factual errors on his own responsibility.
If the Seller should determine that its delivery is incompatible
with our conditions of use and operation or a factual error
pursuant to paragraph 1 sentence 2, it shall inform us thereof
without delay.
The scope of delivery also includes operating instructions andspare parts catalogues.

4.	Industrial property rights; Confidential information;
Processing / mixing / combining; Means of production;
gratuitous custody; retention of title
4.1 Drawings, drafts, samples, manufacturing specifications, etc.,
which we have provided to the Seller for the purpose of sub-page 1 / 6

4.2

4.3

4.4

4.5

4.6

4.7

mitting an offer or executing an order, shall remain our property and may not be used for other purposes, reproduced or
made accessible to third parties. There shall be no claim toremuneration against us for offers, design work or other­preparatory work by the Seller.
The Seller undertakes to treat all information in connection
with the business relationship, in particular of a technical andeconomic nature, intentions, experience, knowledge, drafts
and documents, including existing results, which become
known to it during the business relationship (“Confidential
Information”) as confidential vis-à-vis third parties – even­beyond the duration of the business relationship – and not tomake it accessible to third parties, to protect it from accessby third parties and not to make it the subject of an application for its own property rights. Confidential information shallnot, however, be information which was already known to theSeller prior to its disclosure under this contract, which was
independently developed or otherwise lawfully obtained by
the Seller or which is or becomes generally known without
breach of this contract. If the Seller breaches this confidentiality obligation, it shall pay a contractual penalty to be determined by us at our reasonable discretion, unless the Seller is
not responsible for the breach of duty. The appropriateness ofthe contractual penalty shall be reviewed by the competentcourt in the event of a dispute. In the event that damages areclaimed due to the breach of confidentiality, the contractual
penalty shall be offset against the claim for damages.
A processing, mixing or combination (further processing) of
provided items by the Seller shall be carried out for us. The
same shall apply in the event of further processing of thegoods supplied by us, so that we shall be deemed to be the
manufacturer and shall acquire ownership of the product at
the latest upon further processing in accordance with thestatutory provisions. The items provided shall be adequately
insured against fire, theft and water damage as well as otherforces of nature typical at the respective place of provision.
Items provided may only be used for our orders. In the eventof depreciation, loss or rejects, the Seller shall provide­compensation. The Seller shall store the new or remodelledgoods for us free of charge with the due care of a prudent
businessman.
Models, matrices, templates, samples, tools and other meansof production which are paid for by us in full or in part shallbecome our property to the extent of the payment. The Seller
shall keep and maintain for us, free of charge, production
equipment to which we have acquired title and shall insure it
adequately, at its own expense, against damage by fire, waterand theft. At our request, models, matrices, templates, samples, tools and other means of production must be handed
over to us free of charge at any time.
Models, matrices, templates, samples, tools and other meansof production, as well as confidential data, trade secrets andConfidential Information (in particular pursuant to clause 4.2)
which we provide to the Seller or pay for in full, may only be
used for deliveries to third parties with our prior written­consent.
The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. If, however, in individual cases and in deviation from this clause, we
accept an offer by the Seller to transfer title conditional on
payment of the purchase price, the Seller’s retention of title
shall expire at the latest upon payment of the purchase pricefor the goods delivered. We shall remain authorised to resell

the goods in the ordinary course of business even before payment of the purchase price, with advance assignment of theclaim arising therefrom. This excludes all other forms of retention of title, in particular the extended retention of title, thepassed-on retention of title and the retention of title extended
to further processing.
5.	Prices; terms of payment; rights of set-off and retention;
conditions of assignment
5.1 The price stated in the order is binding. The prices include­delivery DDP (Incoterms® 2020) at the place of delivery
named in the order / in the delivery call-off, including unloading at the expense and risk of the Seller, excluding statutory
VAT.
5.2 Unless otherwise agreed in individual cases, the price shall
include all services and ancillary services of the Seller (e.g.
assembly, installation) as well as all ancillary costs (e.g.
­import and export costs, proper packaging, transport costs­including any transport and liability insurance).
5.3 The price stated in the order is due for payment within 14
days with a 3% discount or within 30 days with a 2% discounton the net amount from the date of complete delivery andperformance (including any agreed acceptance) and receipt
of a proper invoice. In the case of bank transfer, payment shallbe deemed to have been made on time if our transfer orderis received by our bank before expiry of the payment deadline;
we shall not be responsible for processing times by the banks
involved in the payment process. In the event of acceptance ofearly deliveries, the due date shall be based on the originallyagreed delivery date.
5.4 We do not owe any interest on arrears. The statutory provisions
shall apply to default in payment.
5.5 The Seller shall have no right of set-off or retention unlessthe counterclaim has been legally established, is ready fordecision or is undisputed.
5.6 Without our prior written consent, the Seller is not entitled toassign its claims against us or to have them collected by third
parties.
6.
6.1

6.2

6.3

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Lieferung; Verpackung; Ersatzteile
Unless otherwise agreed, the Seller shall deliver DDP­(Incoterms® 2020) at the place of delivery named in the order/ in the delivery call-off, including unloading at the Seller’s
expense and risk, and the risk shall not pass to us, even if­dispatch has been agreed, until all the Seller’s obligations
arising therefrom and from the order and from these GTPC
have been fulfilled.
Each delivery must be accompanied by a delivery note inwhich the delivery is to be precisely broken down according
to type, quantity and weight. Delivery notes, waybills, invoices
and all correspondence must contain our order and item
number as well as material number and designation and, if
applicable, object designation. Data sheets, operating instructions, test certificates, approvals and other documentationmust always be enclosed with the invoice or delivery note in
the agreed formats and languages. The Seller shall also –without prejudice to clause 9.7 – provide us with all documents required for export, import and transit or transport.
Failure to comply with the requirements set out in this clause
6.2 shall entitle us to refuse to accept the goods at the­Seller’s expense and risk.
The Seller is obliged to pack the deliveries or have thempacked in such a way that transport damage is avoided.

6.4

7.
7.1

7.2

7.3

7.4

7.5

­ ackaging materials shall only be used to the extent necessaryPto achieve this purpose and as environmentally friendly as possible. If a delivery contains different delivery items, this shall be
specifically indicated. The different delivery items shall bepacked individually and marked in such a way that they areclearly distinguishable from each other. The deliveries must be
packed separately according to storage type and storage areaand marked accordingly. The Seller shall take back the packaging at his own expense. Our specifications on the type of packaging and labelling of the contents must be complied with.
If the Seller intends to discontinue the production of spareparts for the goods delivered to us, it shall notify us of this in
writing without undue delay after the decision on the dis­continuation. This notification must be made at least twelve
months before production is discontinued. This will enable us
to order spare parts in sufficient quantity for the products­delivered to us before production is discontinued (last-order
option).
Delivery Dates; Default; Withdrawal
The Seller is aware of the importance of adhering to theagreed delivery dates. Agreed delivery dates are therefore
binding on the Seller, run from the date of issue of the orderand can only be changed with our written consent. If a delay
in delivery occurs or becomes apparent, we must be notifiedof this in writing, stating the reasons and the expected duration of the delay. Neither the notification nor silence in response to this notification shall constitute an acknowledgement of the new delivery date.
Premature deliveries, as well as partial deliveries or overand/or under-deliveries are not permitted, unless otherwise
agreed - for example for production-related reasons; we areentitled not to accept and to return such deliveries or to store
them until the delivery date with us or third parties at the­expense and risk of the Seller.
The Seller may only plead force majeure if it is not responsible
for the event in question and had also taken appropriate­recautions (selection and establishment of several suitable
upstream suppliers, alternative production resources, etc.)
which do not take effect for unforeseeable reasons. Only objective impossibility can be considered as impossibility. The
Seller cannot object to disproportionate costs, unless force
majeure exists in the aforementioned sense. In the event that
we are temporarily or generally prevented from accepting or
taking delivery of the supplies and services and this is due toforce majeure or impossibility (which may also be due to disproportionate costs on our part), we may invoke impossibility
and withdraw from the contract. We shall then not provide
any compensation.
The decisive factor for compliance with the delivery date is
the fulfilment of all obligations by the Seller at the timely
point in time.
If the Seller fails to perform within the agreed delivery period(unless the Seller is not responsible for the failure to perform)or is otherwise in default, the Seller shall be obliged,(a) compensate us for any damage caused by delay. This applies in particular to consequential damages, such as loss of
profit, downtime costs, retooling costs, additional costs fromcovering purchases as well as increased costs for an accelerated shipping method that become necessary due to missed
deadlines caused by the delay;(b) pay a contractual penalty to be determined by us at ourreasonable discretion, the appropriateness of which shall be

7.6

7.7

8.

reviewed by the competent court in the event of a dispute. In
the event that damages are claimed due to the breach of confidentiality, the contractual penalty shall be offset against theclaim for damages.
If the Seller fails to perform in due time, we may – after a­period of time to be determined by us (which is dispensable if
the Seller refuses to perform or if there is imminent danger or
if setting a period of time is unreasonable for us) – withdraw
from the contract (also for other related deliveries and services
or other transactions in which there is no longer any interest).
We reserve the right to assert further statutory rights.
We have the right to (partially) withdraw from the contract
with the Seller in the following situations – without prejudice
to the statutory provisions and clauses 7.3 and 7.6:(a) If a significant deterioration in the economic circumstancesof the Seller occurs, in particular if sustained seizures or otherenforcement measures are taken against him or if judicial or
extrajudicial insolvency proceedings are opened, in particular
if the Seller has made a declaration in lieu of an oath. Ourright of withdrawal is limited to parts of the contract whose
performance is affected by the aforementioned events, for­example because there is a threat of the Seller’s performance
to us being contested.
(b) If the Seller breaches its duty of care in respect of items
owned by us (for example, items provided by us or transferredto our ownership under clause 4).
(c) In the event that our sales opportunities cease. Our rightof withdrawal is limited here to goods not yet manufactured /ordered by the Seller for us. Goods shall be deemed to havebeen manufactured / ordered for us within the framework ofsuccessive delivery contracts (for example in the case ofquantity contracts, contracts with an extended call-off date
for the Seller’s performance) at the earliest when we have­initiated a corresponding call-off of the order in the individualcase. The Seller can prove that he has already manufactured/ ordered the goods for us by submitting suitable documents.
The Seller undertakes not to manufacture / order goods for
us unnecessarily in stock, but with the shortest possible timeinterval to the expected or agreed call-off of the order (“justin-time production”).
(d) If the Seller violates provisions of the Supply Chain Dutyof Care Act. Furthermore, we are free to temporarily suspend
the business relationship.
Document submission requirement
The Seller shall grant us, or a person commissioned by us
and bound to secrecy vis-à-vis third parties, access to the­relevant books or other documents / files during normal­business hours for the purpose of enabling us to monitor
compliance with the agreed just-in-time production. We will
not exercise these inspection rights more frequently than­annually, unless the behaviour of the Seller gives cause fora more frequent inspection.

9.	Area of application; Legal product requirements;
Obligation to provide evidence; Foreign trade obligations;
Supply chain
9.1 Our products are used worldwide, in particular also in Asia.
The Seller is responsible for the marketability of the goods inthe corresponding area of use. He must comply with the relevant regulatory and statutory provisions in the version applicable at the time of delivery. In particular, he shall present the
goods in such a way that it is possible for us to manufacture

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9.2

9.3

9.4

9.5

9.6

9.7

marketable products from the goods in accordance with theregulatory provisions. We shall inform the Seller about the­intended use of the goods.
The Seller is – to the extent permitted by law and not otherwise agreed between the contracting parties – the manufacturer of the goods within the meaning of the relevant standards and laws.
Without prejudice to clause 9.1, the Seller shall in particular
be responsible for ensuring that the delivered goods, including
custom-made products, as well as their packaging, comply
with the relevant statutory provisions, including all standards
required for CE marking, the safety recommendations andrelevant rules and regulations of the competent professional
bodies or trade associations (VDE, DIN, TÜV etc.) and the­employers’ liability insurance association (UVV) as well as thetrade supervisory office and the current state of the art aswell as DIN, EN, ISO, VDE, VDI, CCC or equivalent) and theemployers’ liability insurance association (UVV) as well as thetrade supervisory office and the current state of the art aswell as DIN, EN, ISO, VDE, VDI, CCC or equivalent standards
and industry standards. The protective devices required­according to the accident prevention regulations as well as
any instructions of the manufacturer shall be supplied.
Without prejudice to clause 9.1, the Seller shall affix to theGoods, including custom-made products, and their packaging,the (product) markings (such as CE marking, WEEE marking)required by law, as well as batch numbers, warnings and care
instructions. If, due to the complexity of the goods or for otherreasons, certain rules must be observed when using, supplementing or maintaining the goods in order to ensure the protection of the safety and health of persons, the Seller mustalso enclose appropriate instructions for use.
Without prejudice to clause 9.1, the Seller shall observe theprovisions of the law on materials, chemicals, environmental
protection, safety, accident prevention and occupational
health and safety applicable at the time of delivery when­delivering and manufacturing the goods. In particular, theSeller warrants that it has not made or will not make any
benefits to our employees in connection with our order, including its initiation and the business relationship resulting
therefrom. The Seller undertakes not to use any companies
as sub-suppliers which use child labour or tolerate forced­labour for the manufacture of products. If necessary, the­Seller shall supply the necessary accompanying documents(safety data sheets, etc.) at his own expense.
The Seller shall prove compliance with the requirements­defined in the above clauses for the goods in particular bymeans of test reports and/or marketability certificates fromindependent and accredited testing institutes at its own­expense, unless we exceptionally waive such proof in writingor such proof is disproportionate in relation to the production
costs as a whole.
The Seller shall provide all relevant customs and export control data (cf. clause 6.2) at its own expense. In particular andto the extent relevant or necessary for the relevant customs
or export procedure, Seller undertakes to provide the following customs and export control data:(a) Country of origin,(b) Customs tariff number (statistical commodity code),(c) Export list number (AL number) according to the German
export list or the version of the Dual-Use Regulation valid at
the time of delivery (as of August 2022: VO(EU)2021/821) or
its successor,(d)Export Control Classification Number (ECCN) according to
the US Export Administration Regulations (US EAR),(e)
Information on US origin, also for individual parts/components of the material supplied,(f)
information on preference and preferential origin, and(g)Markings of other national export regulations.
9.8 The Seller shall include the data defined in clause 9.7 on alldelivery documents (such as packing slips and delivery
notes), quotations and delivery contracts. Alternatively, theSeller may provide a supplier confirmation for all materials
supplied by it or a blanket declaration.
9.9 The Seller undertakes to comprehensively comply with,­implement and document the requirements of the LkSG. Thisapplies in particular to the Seller’s own business area as wellas with regard to any direct and indirect suppliers in accordance with the regulations standardised in the LkSG.
9.10 Within the scope of its legal possibilities, the Seller shall­ensure that its sub-suppliers comprehensively comply withand implement the requirements of the LkSG.
10. Securing property
10.1 We reserve the ownership and any rights of use under copyright law to orders placed by us, orders as well as drawings,
illustrations, calculations, descriptions and other documents
made available to the Seller. The Seller may not make themavailable to third parties or use or reproduce them himself or
through third parties without our express consent. He shallreturn these documents to us in full at our request if they are
no longer required by him in the ordinary course of businessor if negotiations do not lead to the conclusion of a contract.
In this case, copies made by the Seller must be destroyed; theonly exceptions to this are storage within the scope of statutory storage obligations and the storage of data for backup
purposes within the scope of normal data backup.
10.2 Manufacturing equipment, tools, devices and models which
we make available to the Seller or which are manufactured
for contractual purposes and are charged separately exclusively to us by the Seller shall remain our property or shallbecome our property. They shall be identified by the Seller as
our property and shall only be used for the purposes of thecontract concluded with us.
10.3 The items referred to in clause 10.2 shall be carefully stored
and maintained by the Seller and insured against damage ofany kind. This includes the obligation to insure the said items
in a suitable manner, to keep them in a usable condition, andin particular to handle, maintain and care for them in a properand professional manner. This shall be carried out without
delay and, if possible, in such a way that the aforementioned
items are always ready for use without restriction.
10.4 The Seller shall consult with us immediately before taking
any measures under clause 10.3 which give rise to costs. The
costs of the contractual partner measures required underclause 10.3 and confirmed after consultation shall be borneby both contractual partners – in the absence of an agreement to the contrary – in equal parts. However, insofar asthese costs are attributable to defects in such items manufactured by the Seller or to improper use as well as otherfault on the part of the Seller, its employees or other vicarious
agents, they shall be borne solely by the Seller.
10.5 The Seller shall notify us immediately of any damage to theitems referred to in clause 10.2 that is not merely insignificant.
This also applies in the event that these items have becomecompletely or partially unusable due to normal wear and tear,page 4 / 6

for example, or major repairs are due. They will then reach anamicable solution on how to proceed.
10.6 Upon request, the Seller shall be obliged to return the items
referred to in clause 10.2 to us in proper condition if they are
no longer required by it for the performance of the contracts
concluded with us.
11.	Defective delivery / service; quality inspection; complaints;
supplementary performance; compensation andwithdrawal
11.1 The statutory provisions shall apply to our rights in the eventof material defects and defects of title of the goods (including
incorrect and short delivery as well as improper assembly,
defective assembly, operating or operating instructions) andin the event of other breaches of duty by the Seller, unlessotherwise stipulated below.
11.2 In accordance with the statutory provisions, the Seller shallbe liable in particular for ensuring that the goods have theagreed quality at the time of the transfer of risk to us. In any
case, those product descriptions which – in particular bydesignation or reference in our order – are the subject matterof the respective contract or have been included in the contract in the same way as these GTPC shall be deemed to bean agreement on the quality. In particular, the drawing number
with the technical amendment status (“index”) is indicated in
our orders. The Seller is obliged to check the drawings available to him for conformity with the change index specified in
the order.
11.3 The goods must comply with the specifications, drawings andother information stated in the order and shall be inspectedby the Seller prior to dispatch.
11.4 We are not obliged to make special enquiries about any defects at the time of conclusion of the contract or to examine
the goods. In partial deviation from Section 442 (1) sentence 2of the German Civil Code (BGB), we are therefore also entitledwithout restriction to claims for defects if the defect remained
unknown to us at the time of conclusion of the contract due togross negligence.
11.5 The statutory provisions (§§ 377, 381 HGB) shall apply to thecommercial obligation to inspect and give notice of defects
with the following provisos: We shall inspect the delivered
goods. However, our duty to inspect shall be limited to defects which become apparent during our incoming goods­inspection under external examination including the delivery
documents (e.g. transport damage, wrong and short delivery)or which are recognisable during our quality control in the
random sampling procedure. Notwithstanding our otherclaims in the event of deviation of the goods from the agreed
quality, we shall have the right to return the goods in full or to
subject the goods to a full inspection at the expense and riskof the Seller. Defects or deviations which lie outside theagreed quality shall lead to rejection of the delivery.
11.6 Inspection of and complaints about the delivered goods do
not have to be made immediately, but within a reasonable­period of time due to testing procedures that may become
necessary in some cases. Payment does not imply acceptance of the delivery as being in conformity with the contract,free of defects or faults.
11.7 Insofar as acceptance has been agreed, there shall be no­obligation to inspect. Otherwise, it depends on the extent towhich an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individualcase. Our obligation to give notice of defects discovered laterremains unaffected. Notwithstanding our duty to examine,
our complaint (notice of defect) shall be deemed to have been
made without delay and in good time if it is sent within 14­calendar days of discovery or, in the case of obvious defects,of delivery.
11.8 If we have installed the defective item in another item or­attached it to another item in accordance with its type and­intended use, the Seller shall be obliged, within the scope ofsubsequent performance, to reimburse us for the necessary
expenses for removing the defective item and installing or­attaching the repaired or delivered defect-free item. The expenses required for the purpose of inspection and subsequent
performance shall be borne by the Seller even if it turns outthat there was actually no defect. Our liability for damages inthe event of an unjustified request to remedy a defect shallremain unaffected; in this respect, however, we shall only beliable if we recognised or were grossly negligent in not recognising that there was no defect.
11.9 Without prejudice to our statutory rights and the provisions inclause 11.6, the following shall apply: If the Seller fails to fulfil
its obligation of subsequent performance – at our discretionby remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery) – withina reasonable period of time set by us, we may remedy the­defect ourselves and demand reimbursement of the expenses
required for this from the Seller or a corresponding advancepayment. If subsequent performance by the Seller has failed
or is unreasonable for us (e.g. due to particular urgency, risk
to operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall informthe Seller of such circumstances without delay, if possible inadvance.
11.10 In the event of a material defect or defect of title, we shallotherwise be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to claim damages andreimbursement of expenses in accordance with the statutory
provisions.
12. Product and producer liability
12.1 If the Seller is responsible for product damage (e.g. because
the end product manufactured by us was defective due to a
product defect of the Seller), the Seller shall indemnify us
against claims of third parties to the extent that the causelies within the Seller’s sphere of control and organisation and
the Seller itself is liable in relation to third parties.
12.2 Within the scope of its indemnification obligation, the Seller
shall reimburse expenses pursuant to Sections 683, 670 of
the German Civil Code (BGB) arising from or in connection
with a claim by third parties including recall actions carriedout by us. We shall inform the Seller about the content andscope of recall measures – insofar as this is possible and reasonable – and give him the opportunity to comment. Further
legal claims remain unaffected.
12.3 Seller shall take out and maintain an extended product liability
insurance with a lump sum coverage of at least EUR 5 million
per personal injury / property damage.
13. Liability for third party property rights
13.1 The Seller warrants that the goods delivered by it do not infringe any third party intellectual property rights in countriesof the European Union, in China and in any other countries inwhich it manufactures the goods or has them manufactured.

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13.2 The Seller is obliged to indemnify us against all claims madeby third parties against us due to the infringement of industrial
property rights referred to in clause 13.1 and to reimburse us
for all necessary expenses in connection with this claim. This
claim shall not exist insofar as the Seller proves that it is­neither responsible for the infringement of industrial property
rights nor should have been aware of the infringement at thetime of delivery if it had exercised due commercial care.
14. Limitation
14.1 The mutual claims of the contracting parties shall become
statute-barred in accordance with the statutory provisions,
unless otherwise stipulated below.
14.2 Departing from § 438 para. 1 no. 3 and § 634 para. 1 no. 1 of
the German Civil Code (BGB), the general limitation period forwarranty claims shall be 3 years. Upon receipt of our written
notice of defect by the Seller, the limitation period for warranty
claims shall be suspended until the Seller rejects our claims
or declares the defect eliminated or otherwise refuses to continue negotiations on our claims. In the event of replacement
delivery and rectification of defects, the limitation period forwarranty claims for replaced and rectified parts shall begin
anew, unless we had to assume from the behaviour of theSeller that he did not consider himself obliged to take action,but only carried out the replacement delivery or rectificationof defects as a gesture of goodwill or for similar reasons. For
delivery items which are to be assembled by the Seller at theplace of receipt, the limitation period for claims based on­defects shall commence upon completion of assembly. The
3-year limitation period shall also apply accordingly to claims
arising from defects of title, whereby the statutory limitation
period for claims in rem of third parties for surrender of property (Section 438 (1) No. 1 BGB) shall remain unaffected; in

addition, claims arising from defects of title shall in no casebecome time-barred as long as the third party can still assert
the right – in particular in the absence of a limitation period –against us.
14.3 The limitation periods of the law on sales including the above
extension shall apply – to the statutory extent – to all contractual claims for defects. Insofar as we are also entitled to
non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply
for this, unless the application of the limitation periods of thelaw on sales leads to a longer limitation period in individual
cases.
15. Applicable Law; Place of Jurisdiction; Severability Clause
15.1 These GTPC, the contractual relationship between us and theSeller, and each individual order shall be governed by thelaws of the Federal Republic of Germany, excluding the UN
Convention on Contracts for the International Sale of Goods
and the conflict of laws rules.
15.2 The exclusive place of jurisdiction is Frankfurt am Main. However, we are also entitled in all cases to bring an action at theplace of performance of the delivery obligation in accordancewith these GTPC or a prior individual agreement or at thegeneral place of jurisdiction of the Seller.
15.3 If one or more of the above provisions should be or become
invalid in whole or in part, this shall not affect the validity ofthe other provisions, which shall remain agreed. The ineffective provision shall rather be replaced by an effective one
which corresponds as closely as possible to the intended­economic purpose. The same shall apply if a loophole in needof supplementation arises during the performance of the­contract.

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