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General Terms and Conditions of Purchase

1. Exclusive applicability of our Terms and Conditions of Purchase

Our Terms and Conditions of Purchase shall apply exclusively; we do not acknowledge any deviating or contrary supplier terms and conditions; these also do not apply in cases in which the supplier again confirms deviating conditions or if goods are accepted in awareness of the supplier's deviating terms.

Our Terms and Conditions of Purchase also apply to all future business with the supplier.

2. Binding nature of delivery deadlines

The delivery deadlines are binding. This also applies to orders agreed by telephone without a written confirmation. The supplier is obligated to accept our orders immediately.

3. Delivery and transfer of risk

Unless agreed otherwise in writing, the supplier shall deliver "carriage paid". The risk is transferred to us as soon as the goods have been unloaded on the factory premises specified for delivery or at another specified destination.

4. Binding prices and payment

The amount shown in the order is binding. Payment shall be made by cheque or bill of exchange, at our option. Payment shall be made within 14 days from the receipt of the invoice with a discount of 3 % or net within 30 days of receiving the invoice.

5. Contract performance, development, reporting incidents

The supplier is not authorised to transfer contract performance to third parties in full or in part without our written approval. If we grant such approval, this shall not limit the supplier's obligations. Items developed (further) by us in collaboration with the supplier may only be delivered to us.

Incidents, especially during production, must be reported immediately.

6. Safety components

Delivery items for installation, sanitary facilities or heating systems are deemed to be safety components. The supplier shall provide a guarantee for such components that the goods meet the specifications and the order and delivery requirements.

The supplier must record in writing who checked the delivery items for the safety features to be listed; the result of the check must be recorded. These documents must be stored for at least ten years and provided to us immediately upon request.

7. Transfer, right of retention, set-off

Claims against us may only be transferred with our written approval.

A right of retention may only be asserted and set-off is only permitted in relation to undisputed, legally confirmed counterclaims.

8. Deterioration of the supplier's financial situation, insolvency application by the supplier

If there are founded reasons to suspect a significant deterioration in the supplier's financial situation such that its ability and willingness to deliver is at concrete risk, we are authorised to terminate the contractual relationship with the supplier immediately and arrange timely delivery otherwise.

In this case, the supplier must send us all the components required for manufacture, especially tools.

The above provision applies in any case if the supplier's submits an insolvency application. To the extent that the supplier bore the costs of the parts manufacture, these shall be reimbursed after the parts are released.

9. Warranty

The warranty period in light of the safety function outlined in Section 6 and the statutory limitation period is 5 years. This starts with the delivery of the goods.

10. Complaints

Our obligation to immediately report outstanding defects (§ 377 para. 1 HGB) has been met if the complaint report is sent to the supplier within a period of 8 working days. The same also applies after hidden defects are discovered, § 377 para. 3 HGB.

The period starts when the delivery process to the delivery site or to the location to which the goods are taken at a later point in time, especially the intended destination where the supplier knows this location, has been completed.  The delivery process has ended in particular when the goods reach and have been unloaded at the company premises specified as the delivery address and they can be checked in line with the proper course of business.

In the event of an onward sale (wholesaler-to-client sale or third-party sale), both we and the recipient of the goods are authorised to report the defect.

If we report the defect, the defect report is also deemed to be on time if the recipient of the goods sends the defect report to us within the above period and we forward this immediately.

Regarding working days, the regulations governing state holidays in North-Rhine Westphalia applies.

11. Delivery of low-quality or incorrect goods, recall and replacement actions

If low-quality or the wrong goods are delivered, we are authorised to store the goods at the supplier's expense or to send them back "carriage forward".

If the specific situation demands this, e.g. in case of impending danger, significant consequential damage or failure to meet deadlines, we are authorised to refuse the supplier's defect correction or delivery of goods free of defects and, at the supplier's expense, to either correct the defects ourselves or arrange for third parties to do so. In such cases, we may demand that the supplier must send us a replacement immediately or otherwise procure a replacement at the supplier's expense.

The above rules do not limit the right to damages.

If claims are asserted against us and/or against our buyers in the context of recall or replacement actions, we are authorised to demand compensation if and to the extent that the delivery was faulty and caused the damage.

12. Third-party rights

The supplier warrants that the delivery does not violate any third-party rights. If third-party claims are asserted against us in relation to the delivery, we are entitled to be indemnified. This indemnification obligation also covers our expenses.

13. Confidentiality

The supplier warrants to maintain confidentiality regarding the content of the agreement and of the technical features of the goods. Corresponding obligations must be imposed on its sub-contractors. The confidentiality obligation also applies after the contract has been wound up and the business relationship has ended.

14. Manufacturing equipment and provided components, insurance obligation for tools

The supplier must manufacture, maintain and, if applicable, replace the manufacturing equipment required to manufacture the goods (models, templates, descriptions, dies, tools, types, drawings etc.). If components are provided, these remain our property. The supplier must store label any provided components, even where these are invoiced, separately, manage them with the care of an ordinary businessman and only use them for our orders. The supplier and any others, especially sub-contractors, may only use manufacturing equipment as per para. 1 for order performance.

The supplier must take out insurance for tools at its expense at replacement value. The supplier must carry out regular maintenance at its expense.

If the provided components, especially tools, are impaired or lost, the supplier must pay compensation.

The confidentiality obligation relates to manufacturing equipment and provided components.

The manufacturing equipment as per para. 1 and the provided components must be returned to us immediately after the business relationship ends.

15. Co-ownership in case of processing or mixing

If goods which are made available for our company's products are processed or mixed with other items, we acquire co-ownership of the new item in relation to the value of our item compared to the other items.

16. Damage to products

If the supplier is liable for damage to products, it is obligated to indemnify us from third-party claims for damages. Expenses must be repaid to us.

The above applies particularly to recall and replacement actions.

17. Product liability insurance

The suppliers warrants to take out and maintain product liability insurance immediately after concluding the contract with a sum insured of EUR 10 million per personal injuries and material damage.

We can — notwithstanding the above rule — demand that the supplier must satisfy additional compensation claims.

18. Code of Conduct

The customer acknowledges the code of conduct for our business partners made available under www.wemefa.de/unternehmen/compliance.html and agrees to comply with this code of conduct.

19. Place of performance, jurisdiction

The place of performance is our respective delivery address.

The jurisdiction – deviating from the place of performance – is agreed as Velbert Local Court and Wuppertal District Court.

20. German law, severability of interest clause

German law shall apply exclusively.

The provisions of the Hague Law on the Formation of Contracts and the Hague Uniform Law for the International Sale of Goods as well as UNCISG do not apply.

If individual provisions of our General Terms and Conditions are invalid, this shall not affect the validity of the remaining provisions.