KARL MAYER TEXTILE MACHINERY INDIA PRIVATE LIMITEDTERMS AND CONDITIONS
OF PURCHASE
Dated April [01], 2023
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Scope of application
The following terms and conditions of purchase (“Conditions”) are solely valid for all our contracts concluded with
suppliers and service providers (“Seller”) provided no otherwritten agreements have been made in this respect. “Buyer”
or “We” within the meaning of these Conditions is KARL
MAYER ­Textile Machinery India Pvt. Ltd. and its affiliatedcompanies.
Contradictory and complementary general business conditions of the opposing contract party are not allowed, unless
we had previously given our express and written consent inthis respect. The fact that we do not comment on any sales
and/or delivery conditions differing from our purchase conditions does not mean that we accept them.
These Conditions apply in particular to contracts for the­purchase and/or delivery of movable goods, digital products
and/or goods with digital elements (“Goods”), irrespective ofwhether the Seller manufactures the Goods itself or purchases
them from suppliers. Unless otherwise agreed, the Conditionsin the version valid at the time of the Buyer’s order shall also
apply as a framework agreement for similar future contracts
without us having to refer to them again in each individualcase. These Conditions apply exclusively.
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 u­ naffected. The
correspondence – of whatever kind – shall be conducted separately for each order, stating our order number each time.

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2.
Application area
Our products are used worldwide, especially also in Asia. The
suitability of all the delivery items for being used in the Asian region
is of utmost importance for every conclusion of contract inconformity with these terms and conditions.

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page 1 / 5Conclusion and performance of contract
Orders and their subsequent changes and amendments (additions) require the written form. The correspondence, regardless of its form, must be conducted separately for every order,always indicating our order number.
Our orders and call-offs constitute confirmations of our priorcontractual negotiations with the Seller.
Unless otherwise agreed upon, the Seller must send us an­order confirmation with the binding prices and delivery times,
immediately after receipt of our order, however, not later than
within 10 days. If the Seller does not reject our order or ourdelivery call-off in writing within 10 days, our order or our­delivery call-off shall be deemed accepted.
Delivery deadlines and delivery times are binding. Delivery
deadlines expire from the date of issuing the order and can
only be modified with our written consent.
The Seller must inform us immediately about any possible
delays in the delivery, i.e. promptly on becoming aware ofthem, prior to the expiration of the delivery time, by indicating
the reasons as well as the expected duration of the delay.
Neither the notification of the delay nor the silence to such a
notification means the acceptance of the new delivery time.
The Seller’s non-observance of the agreed deadlines and­delivery times gives us the right to make full use of the lawfulrights and claims, including the right to cancel the contract or
to claim damages instead of accepting the services after anadequate period of grace has lapsed without success.
The Seller must bear all the costs and disadvantages (losses/
damages) arising from delays in the delivery, in conformity
with the legal provisions, without the necessity of a reminder
for the occurrence of delay /default.
Partial shipments as well as advance or excess deliveries are
only possible if the parties have previously concluded anagreement in this respect.
The Seller may only plead force majeure if it is not responsible
for the event in question and had also taken appropriate­precautions (selection and establishment of several suitable

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upstream supplier, 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.
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 inparticular to consequential damages, such as loss of profit,
downtime costs, retooling costs, additional costs from covering 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 our reasonable discretion, the appropriateness of which shall be 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 the claim for damages.
If Buyer fails to take delivery of the Goods or fails to give theSeller adequate delivery instructions at the time stated fordelivery (otherwise than by reason of any cause beyond theBuyer’s reasonable control or by reason of the Seller’s fault)
then, in such events, the Seller shall store the Goods until­actual delivery. The Seller shall up to 30 days from the agreed
delivery date, store the Goods without any additional charge tothe Buyer. After the expiry of 30 days of period, the Seller shallcharge the Buyer for the reasonable costs of storage as may
be mutually agreed between the Buyer and the Seller.

4.	Prices; terms of payment; assignment; right of set off andretention(1)
All the prices given in the order are fixed prices, which are not
to be changed, even if the delivery conditions provide suchmodifications.
(2)
We do not owe any interest on arrears. The statutory provisions
shall apply to default in payment.
(3)
The Seller shall have no right of set-off or retention unlessthe counterclaim has been legally and conclusively established or is undisputed.
(4) Without our prior written consent, the Seller is not entitled toassign its claims against us or to have them collected by third
parties.
5.
Invoicing
The invoice must comply with the requirements of GST. Immediately
after dispatch of the goods, the Seller must send us his invoice in
one copy, by specifying the exact order details for every item.
Provided the contracting parties have agreed in a separate
procedure upon an electronic mailing of the invoice, it is possible tosend the invoice to the Karl Mayer Textile Machinery India Pvt. Ltd.
6.
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Dispatch and risk assumption
All the consignments must be accompanied by a detailed
packing slip or delivery note, by specifying our order number
and position number as well as the respective Material­number and Material description (designation).

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The non-observance of the provisions stipulated in Clause 6.1
entitles us to reject the acceptance of the goods, at Seller’s
own risk and expense.
Provided no other arrangements have been made in the order,
it is imperative to send all the deliveries free of any charges –at Seller’s risk and expense – to the delivery address mentioned overleaf. Even if dispatch had been agreed upon, therisk is only transferred to us once the goods have been handed
over to us at the agreed place of destination and all the Seller’s
obligations have been fulfilled.
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 andother documentation must always be enclosed with the invoice or delivery note in the agreed formats and languages.
The Seller shall also –provide us with all documents required
for export, import and transit or transport. Failure to comply
with the requirements set out in this clause 6.4 shall entitle us
to refuse to accept the goods at the Seller’s e­ xpense and risk.
Packing
The Seller is obliged to ensure a proper packing of the delivery
items in such a way that transport damage is avoided.
If a consignment contains different delivery items, this fact
should be especially pointed out. The various delivery items
must be packed separately and marked in such a way thatthey can be clearly distinguished from one another.
The consignments must be packed separately according to
the respective storage type and storage section, and theymust be 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.

8.
Spare parts
If the Seller intends to cease (stop) the production of spare partsintended for products to be sup-plied to us, the Seller is obliged to
immediately inform us in writing about his decision to stop the
production. This written notification must take place at least 12
months before stopping production. In this way, we get thepossibility to order enough relevant spare parts intended for the
products to be supplied to us (last-order-option).
9.
Modification of execution
Before starting the manufacture of the parts intended for ourorders, the Seller must inform us about any changes in the type or
structure of the processed material or in the design execution,compared to similar previous deliveries and services. Suchmodifications require our prior consent. After receipt of the goods,
we are not obliged to check the similarity of the products andservices received from the Seller.
10. Obligation to inform and/or to obtain information, quality
and scope of delivery(1)
The Seller must make sure that he gets the required information about our usage and operating conditions. Moreover,
the Seller must check the details given by us, the drawings,­specifications and specification sheets released by us, andthe check of factual errors (technical mistakes) must be doneon the Seller’s own responsibility.
(2)
Should the Seller realize any incompatibility of his deliveries
with our usage and operating conditions or should he find apage 2 / 5

(3)factual error as per Clause 10.1, the Seller must inform us
immediately about this situation.
The delivery scope also includes working instructions (usermanuals) and spare parts catalogues.

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11. Document submission requirement
The Seller shall grant us, or a person commissioned by us andbound to secrecy vis-à-vis third parties, access to the relevantbooks or other documents / files during normal business hours forthe purpose of enabling us to monitor compliance with the agreed
just-in-time production. We will not exercise these inspection rights
more frequently than annually, unless the behaviour of the Seller
gives cause for a more frequent inspection.
12. Compliance and observance of current technicalstandards(1)
The Seller undertakes to provide the goods and services­ordered by us in conformity with the current technical standards and by observing the respective legal provisions. As soon
as the delivery item is no longer in conformity with the latest
state-of-the art of science and technology, the Seller mustsuggest a corresponding modification (adjustment). The Seller
must comply with the relevant regulatory and statutory pro­visions in the version applicable at the time of delivery. In­particular, he shall present the goods in such a way that it ispossible for us to manufacture marketable products from thegoods in accordance with the regulatory provisions. We shallinform the Seller about the intended use of the goods.
(2)
The Seller especially undertakes to observe:a) the legal provisions of environmental and work protection,b) the applicable regulations of the product safety laws, theprovisions of all ISO and EN standards, of all standards required for CE certification as well as for the respective CE labeling of his delivery items,c) the regulations concerning dangerous working materials,
the law for the protection against dangerous goods (law on
chemical substances) and other pertinent safety and accident
prevention regulations – the Seller must observe these regulations by all means.
(3)
Regarding our order as well as the initial approaches for business and the resulting business relations, the Seller guarantees that he neither offered our staff members any personalfavor’s in the past nor will do so in the future.
(4) The Seller undertakes not to engage any companies as
sub-suppliers who use child labor for manufacturing the
products supplied to us or who tolerate forced labor. Further,
the Seller represents that it is aware of German Supply Chain
Due Diligence Act (LkSG) and agrees to fully abide by the­provisions of the Act. The Seller will be solely and fully­responsible for any non-compliances under the Act and theSeller shall keep the Buyer fully protected and indemnified inthis regard.

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13.	Industrial property rights; Confidential information;
Processing / mixing / combining; Means of production;
gratuitous custody; retention of title(1)
Drawings, drafts, samples, manufacturing specifications,etc., which we have provided to the Seller for the purpose ofsubmitting 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
to remuneration against us for offers, design work or otherpreparatory work by the Seller.
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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 (“Confidential­Information”) 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 provide compensation. The Seller shall store the new or re-modelledgoods for us free of charge with the due care of a prudent
businessman.
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 before­payment of the purchase price, with advance assignment of
the claim arising therefrom. This excludes all other forms ofretention of title, in particular the extended retention of title,
the passed-on retention of title and the retention of title­extended to further processing.
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 ac-quired 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 means of production, as wellas confidential data, trade secrets and Confidential Information (in particular pursuant to clause 13.2) which we provide
to the Seller or pay for in full, may only be used for deliveries
to third parties with our prior written consent.

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15.
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Ownership protection /property rights
We reserve the property right and any copyrighted rights ofuse for orders placed by us as well as for drawings, pictures,photos, illustrations, calculations, descriptions and other­documents made available by us to the Seller. Without ourprior explicit consent, the Seller is neither allowed to makethese documents available to any third party nor use or copy,
duplicate them by himself or by any third party. Upon ourr­equest, the Seller must return the complete documents tous, as soon as he doesn’t need them any longer during thenormal business transaction or if the negotiations don’t leadto any contract conclusion. In this case, the Seller has to­destroy any copies made of these documents; with the exception of those copies, documents, etc. which have to be kept
safe due to the legal obligation to preserve records and retain
data within the usual data backup provisions.
Production facilities, tools, devices and patterns which we
make available to the Seller or which are manufactured forthe purpose of the contract and for which we are separately
charged by the Seller, remain our property or pass into ourproperty. These items must be marked by the Seller as being
our property and they may only be used for the purposes­stipulated in the contract concluded with us.
The objects (items) mentioned under clause 14.2 must be
carefully kept and maintained by the Seller as well as protected against damages of any kind. This also includes theobligation to insure these items in a suitable manner, to keepthem in serviceable condition, especially to handle them in amost professional and proper way, to ensure their correct
maintenance and care. This should be done at once and, if
possible, in such a way that the mentioned items are always
ready for use without any restrictions.
Before taking any measures according to clause 14.3 thatgenerate costs, the Seller must consult us immediately.
The costs for the measures requested under clause 14.3 andconfirmed after the Seller has consulted us, will be shared by
the two contracting parties – for lack of another agreement.
Nevertheless, if these costs are caused by deficiencies of theitems produced by the Seller or by their improper use or by
the negligence of the Seller, of his employees or of other­vicarious agents, these expenses are solely for the Seller’s
ac-count.
The Seller is obliged to inform us immediately about any (notonly slight) damages of the items mentioned under clause
14.2. This is also valid for such cases in which these items­become partly or completely useless due to normal wear, forexample, or in cases in which general repairs must be carriedout. The contracting parties will come to a mutual agreement
about the further procedure in this respect.
Upon our request, the Seller is obliged to hand over to us theitems mentioned under clause 14.2, in proper condition, if theSeller does no longer need them for the performance of thecontract concluded with us.
Warranty
In case of defects of the items delivered by the Seller we areentitled to all the legal claims valid in such cases.
Besides, we are also authorized:a) to eliminate the complained defect by we and/or have thisdone by third parties, orb) to procure replacement from third parties after having­returned the defective article(s) to the Sell-er, or to request

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the Seller to provide us replacement or reimbursement for (a)or (b) and/or to give us relevant advance money, if and when
the Seller does not meet his obligation to subsequent performance – at our own discretion by eliminating the defect or by
supplying a faultless item – within an appropriate period oftime to be fixed by us. If the Seller‘s subsequent performance
failed or is unacceptable for us (e.g. due to special urgency,
endangerment of operational safety or imminent occurrenceof excessive dangers) it is not necessary to fix any deadline inthis respect. We will immediately inform the Seller aboutsuch circumstances, if possible, even before the self-remedyof defects.
The period of limitation for any warranty claims shall be 36
months.
Once the Seller has received our written notice of defects,
the limitation period for warranty claims shall be suspended,until the Seller rejects our claims or declares the defect aseliminated or otherwise refuses to continue any negotiations
about our claims.
In case of replacement or repair of defective parts, the limitation period of the warranty claims for replaced and repairedparts shall start again, unless it is agreed, in writing, between
the parties that the Seller performed the replacement or­repair of defects only as a gesture of good will or similar­reasons.
For delivery items which must be assembled by the Seller at
the place of destination, the limitation period of the warranty
claims starts when the assembly has been finished.
In case of perishable goods, the Seller is obliged to clearly­indicate the expiry date on the trading unit and on all the­dispatch papers. If the expiry date of perishable goods occurs
within 28 days or less after the agreed delivery date, it is nolonger allowed to deliver the relevant goods to us. If the­expiry date occurs within 29 days up to 2 months after theagreed delivery date, we must give our prior consent to suchdeliveries.
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 organization and
the Seller itself is liable in relation to third parties.

16. Notification of defects / quality complaint
We are entitled to file complaints about kind, quantity and quality ofthe supplied items within a reasonable period of time after thereceipt of the relevant goods. Payment does not imply acceptanceof the delivery as being in conformity with the contract, free of
defects or faults. Within a reasonable period after their detection,
we may complain about material faults or hidden defects anddeficiencies which only appear during the processing or putting into
operation of the delivered products.
17. Liability for third party’s industrial property rights
The Seller is obliged to indemnify us against any third party’s
claims which might arise from the infringement of industrial
property rights and the Seller is also obliged to reimburse us all thenecessary expenses related to this claiming. This claim ceases toexist if the Seller can prove that he is neither responsible for the
infringement of industrial property rights nor has he had knowledgeof such infringement at the time of delivery, if it had exercised due
commercial care.

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18.

Right to withdraw from the contract
For individual deliveries we have a right to withdraw from thecontract in such cases in which:(i) the Seller fails to perform in due time;(ii) if the Seller breaches its duty of care in respect of items;(iii) opined by us as events of force majeure;(iv) industrial actions not attributable to us, e.g. strikes andlockouts;(v) inevitable operational disturbances not attributable to us,
justify not only temporary impediments to performance at ourcompany.

19. Termination of contract
We reserve the right to terminate the contract at any time byinforming the Seller in writing about the respective reason, as soon
as we can no longer use the ordered products in our business
operations due to circumstances appearing after the conclusion ofcontract and not attributable to us. In this case, we will pay the
Seller the already rendered advance performance.

20. Severability
If one or more of the above provisions should be or become invalid inwhole or in part, this shall not affect the validity of the otherprovisions, which shall remain agreed. The ineffective provision
shall rather be replaced by an effective one which corresponds as
closely as possible to the intended economic purpose. The same
shall apply if a loophole in need of supplementation arises during
the performance of the contract.
21.	Place of performance, place of jurisdiction and choice oflaw(1)Place of performance for payments and deliveries as well as
exclusive place of jurisdiction is Ahmedabad.
(2)
Only the law of the Government of India shall apply, excluding
the legislation of other countries. The United Nations Convention on Contracts for the International Sale of Goods shall not
apply.

KARL MAYER TEXTILE MACHINERY INDIA PRIVATE LIMITED
Address: Plot No. 302/1, Panchratna Industrial Estate, Sarkhej Bavla Highway, Changodar, Ahmedabad – 382 213 India
Tel : +91-97277 54322 · Email : info.in@karlmayer.com · Website : www.karlmayer.com
CIN: U29304GJ2018FTC120200
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