General Terms of Purchase

1. General Provisions, Scope of Application

1. These terms and conditions apply to all business relationships between us, Ossenberg GmbH, and the supplier regarding the delivery of goods and services.
2. These terms and conditions apply exclusively; we do not recognize any terms of the supplier that contradict or differ from our terms, unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we accept the supplier’s delivery unconditionally, knowing of any conflicting or differing terms from the supplier.
3. These terms and conditions apply only to entrepreneurs and legal entities as defined by § 310 of the German Civil Code (BGB).
4. These terms and conditions, in their current version, also apply as a framework agreement for all future transactions of the same kind with the supplier, without us having to refer to them again in each individual case. We will promptly inform the supplier of any changes in this case.

 

2. Order Confirmation, Conclusion of Contract, Offer Documents

1. Only our written orders are binding. We can revoke the order if the supplier does not confirm it in writing (order confirmation) within two weeks (or another period specified in the order).
2. Deviations from the order confirmation from the order, oral agreements before, during, or after the conclusion of the contract, and deviations from these terms and conditions require our written approval and confirmation to be valid.
3. We reserve all ownership and copyright rights to drawings, descriptions, calculations, and other technical documents related to the purchased item or its manufacture that are provided to the supplier before or after the conclusion of the contract. The documents are to be used solely for manufacturing based on the order and may not be used or reproduced for any other purpose without our consent. They may not be disclosed or made accessible to third parties without our prior written consent. If the supplier does not accept our offer within the period specified in Section 2.1, these documents must be returned to us without request. This also applies after the completion of the order.
4. We only compensate for offers, planning, drafts, and similar materials based on an express written agreement.

 

3. Transfer of Ownership, Templates, Samples, Material Supplies

1. Templates, samples, tools, materials, and similar items provided by us (hereinafter collectively referred to as “Parts”) remain our property and may not be passed on to third parties or used or reproduced for purposes other than those agreed upon without our written consent. The supplier shall identify the templates, samples, tools, materials, and similar items as our property and shall take care to store them securely. The supplier undertakes to insure the parts provided by us at their own expense against fire, water, and theft damage and to assign the claims from these insurances to us. They must also be secured at the supplier’s own expense to a reasonable extent against all types of damage, such as unauthorized use and inspection, and treated as strictly confidential, just like the information provided to us. The supplier must carry out necessary maintenance and repair work on the provided parts in a timely manner and at their own expense. The supplier shall promptly inform us of any significant damage; if they fail to do so through fault, claims for damages remain unaffected. Upon our request, the supplier is obliged to return the templates, samples, tools, materials, and similar items to us immediately in proper condition when they are no longer needed for the contractual purpose.
2. If the supplied parts are reworked by the supplier or processed with other items not owned by us, we acquire co-ownership of the newly created item in proportion to the value of the parts provided by us at the time of processing. The same applies if a part provided by us is inseparably mixed with other items not owned by us. If, after mixing, the supplier’s item is considered the main item, the supplier undertakes to transfer our proportional co-ownership to us. The supplier shall hold our sole ownership and/or co-ownership for us.
3. Ownership of templates, samples, tools, materials, and similar items manufactured by the supplier according to agreement, including all usage rights, shall transfer to us upon payment of the agreed fee.
4. The supplier undertakes not to observe, investigate, dismantle, or test the templates, samples, tools, materials, and similar items provided by us with the aim of obtaining our trade secrets.

 

4. Delivery Time, Contractual Penalties for Performance Disruption, Procurement Risk

1. The agreed delivery dates are binding and must be strictly adhered to. The timeliness of deliveries or services depends on their arrival at the designated receiving or unloading location specified in the order, and for contracts for work, deliveries with assembly, and services, on their acceptance. As soon as the supplier becomes aware that there may be delays in delivery, performance, or subsequent fulfillment, they must inform us immediately, without prejudice to our claims. The notification must also include the reason and the expected duration of the delivery delay. The notification of a possible delivery delay does not change the binding nature of the agreed delivery date. The supplier bears the unrestricted procurement risk regarding the services required for delivery (full assumption of procurement risk).
2. In the event of exceeding the delivery date for reasons attributable to the supplier, we are entitled to demand a contractual penalty of 0.2% for each commenced working day of the delay, but no more than a total of 5% of the order value, unless the supplier proves that a lesser or no damage has occurred; our further specific claims (damages and withdrawal) – however, taking into account the contractual penalty – remain unaffected. If the reservation of the contractual penalty is omitted upon acceptance of deliveries, services, or subsequent fulfillment, the contractual penalty can still be asserted until the final invoice.

 

5. Place of delivery, shipping, transfer of risk, invoices

1. In the case of contracts for work, deliveries with assembly, and services, the risk passes to us upon acceptance. For other deliveries, the risk passes upon arrival at the destination or unloading point specified in the order; unless otherwise agreed, the delivery is considered “delivery duty paid” (DDP, Incoterms 2020) to the destination or unloading point (as specified in the order), including packaging.
2. At the same time as loading, the supplier must send us a shipping notice (delivery advice) for each order (or, if the order is delivered in multiple partial shipments, for each call-off) by email (to the contact person named in the order) stating, among other things, the framework contract number, order number, item number, call-off number, actual delivered quantity, and delivery time.
3. The delivery must include a delivery note, the necessary material certificates, and, if applicable, the complete documentation required under the contract.
4. Invoices must be sent with our order reference, the framework contract number, order number, item number, and position numbers, and will only be due for payment if these details are complete.

 

6. Prices, payments, right of retention

1. The price specified in our order is binding. Unless a different written agreement has been made, packaging and transport costs, as well as related additional costs, are included in the price.
2. The statutory value-added tax must be listed separately.
3. Invoices will be paid with a 3% discount within 14 days or net within 30 days after receipt of the invoice and goods/services, unless otherwise agreed. The payment period starts when the delivery or service has been fully completed and a correct, complete invoice has been received. If the delivery arrives later than the invoice or the invoice is incomplete, the discount period will be based on the date the delivery or the complete invoice is received. Payment is considered made upon issuance of the payment instruction. We will only be in default if we fail to pay after receiving a reminder from the supplier following the due date, and there are no objections or defenses.
4. Payments do not constitute acknowledgment of the delivery or service as being in conformity with the contract and are made subject to invoice verification.
5. The supplier is only entitled to offset or retain payments if its counterclaims have been legally established, are undisputed, or have been acknowledged by us, or if a counter-performance arising from the contractual relationship is concerned, especially in the case of a counterclaim arising from a service performance claim that justifies refusal of performance. The supplier is only authorized to exercise a right of retention if its counterclaim is based on the same contractual relationship.
6. Without our written consent, the supplier is not entitled to assign claims from the contractual relationship or have them collected by third parties.

 

7. Quality, Occupational Safety, Environmental Protection, and Documentation

1. The supplier must comply with the current recognized technical rules, safety, recycling, and environmental regulations, as well as the agreed technical specifications for their services. Any changes to the delivered goods require our prior written consent. The supplier must establish and demonstrate a management system corresponding to the recognized rules (e.g., DIN EN ISO 9000 ff, DIN EN ISO 45001, SCC, SCP, etc.). Additionally, the supplier must consider the recognized technical rules, the applicable legal and regulatory requirements, and our internal rules and regulations. In particular, the supplier must comply with the regulations of the professional associations, the “Principles of Prevention” (DGUV Regulation 1), and generally recognized safety and occupational medicine rules. The supplier must adhere to the contents of the Occupational Health and Safety Act, the Workplace Safety Ordinance, and the Supply Chain Act. This includes, in particular, the preparation of risk assessments for risks within the supply chain, the activities to be carried out, and the work equipment used.
2. We reserve the right to verify the effectiveness of the quality management system on-site. In this case, the supplier will grant us access to the affected areas and provide insight into the relevant documents. Any changes to the specified product characteristics or the manufacturing processes that influence them must be communicated to us or discussed with us.
3. The supplier must continuously check the quality of the delivered goods. The contracting parties will inform each other about opportunities for quality improvement in the system, processes, and products.
4. If the type and scope of the tests, as well as the testing equipment and methods, have not been explicitly agreed upon between the supplier and us, we are, at the supplier’s request, willing to discuss the tests within the scope of their knowledge and experience.
5. For features specifically marked in the technical documentation, the supplier must additionally maintain special records indicating when, how, and by whom the goods were tested with respect to these features, and the results of these tests. The supplier must continuously ensure compliance with the required specifications through appropriate measures (e.g., product tests, process safeguards, etc.). The product and process features to be monitored, the safeguarding measures, the testing equipment and methods, and the corresponding quality evidence are to be determined by the supplier independently. The supplier must adhere to any requirements set by us (e.g., concerning features, safeguarding measures, testing equipment, and testing methods).
6. Upon our request, the supplier must provide quality evidence of compliance with the required specifications for the deliveries.
7. The supplier is responsible for protecting its products through appropriate packaging. Upon delivery, the (external) packaging and the products themselves must be labeled according to the agreements made with us and in accordance with our applicable packaging regulations. All deliveries must be labeled in such a way that all products can be identified at any time.
8. Traceability regarding the materials used and the manufacturing process for the specifically marked features must be ensured through appropriate labeling.
9. The testing documents must be retained for ten years and presented to us upon request. This applies especially to documentation-required features to comply with the applicable legal requirements. The supplier must obligate its sub-suppliers to the same extent within the scope of legal possibilities.

 

8. Product Liability, Insurance Coverage

1. If the supplier is responsible for product damage, it must indemnify us from third-party claims, provided the cause of the damage lies within its control and organizational scope.
2. As part of its indemnification obligation, the supplier must reimburse expenses according to §§ 683, 670 of the German Civil Code (BGB) arising from or in connection with claims from third parties, including recall actions carried out by us. We will inform the supplier about the content and scope of the recall measures, as far as possible and reasonable, and give them an opportunity to respond. Further statutory claims on our part remain unaffected.
3. The supplier must maintain product liability insurance with coverage of at least 5 million EUR per personal injury/property damage or provide proof of such insurance upon our request. Further claims for damages on our part remain unaffected.

 

9. Incoming Inspection, Warranty

1. Section 377 of the German Commercial Code (HGB) applies in such a way that we must notify any externally visible defects or transport damage within 5 working days of delivery, and hidden defects within 5 working days of discovery. In the case of further shipping or rerouting of the goods, the start of the inspection is postponed until the goods reach the new destination. The supplier is responsible for the costs of justified returns, replacement deliveries, and repairs.
2. The supplier guarantees that the goods to be delivered comply with German and EU law, as well as all applicable local regulations at the place of delivery concerning the protection of life, health, and safety, to the extent applicable.
3. We are entitled to exercise all legal warranty rights against the supplier. In the event of imminent danger or urgent need, we are entitled to remedy the defects caused by the supplier at its expense or to have them remedied or to obtain a replacement. The supplier must be informed in every case of the defect and the potential damages claim by us.
4. The limitation period for our warranty claims according to § 437 No. 1 and 3 of the German Civil Code (BGB) is three years, deviating from § 438 paragraph 1 No. 3 BGB; otherwise, the statutory limitation periods and regulations apply.
5. We choose the type of subsequent performance; the supplier’s right under § 439 paragraph 4 BGB remains unaffected.
6. If the supplier has assumed a warranty and the goods or services are defective in violation of this warranty, the supplier is always liable for damages regardless of fault. If the goods are defective without the supplier having assumed a warranty, they can only be exempted from our claim for damages or reimbursement of unnecessary expenses if they prove (1) that the non-performance of their obligations was due to an obstacle beyond their control, and (2) that it could not reasonably have been expected to consider the obstacle or avoid or overcome its consequences at the time of the contract conclusion. If the supplier used a third party, they can only be exempted if both the supplier and the third party would be exempt under the aforementioned conditions.
7. If the delivery or service is defective, the exercise of our rights due to defects does not require a deadline, especially if the supplier delivered after the default has occurred, or if we have a particular interest in immediately exercising our rights to avoid delay with our customers or due to other urgency. If the supplier provides a completely or substantially new delivery or remedy as part of subsequent performance, the limitation periods for warranty claims start anew.
8. The supplier agrees to employ only individuals who have the required official permits for the execution of our orders and further agrees to indemnify us from any claims in the event of a violation.

 

10. Third-Party Intellectual Property Rights, Compliance with Legal Regulations

1. The supplier guarantees that its delivery/performance and its use do not infringe any patents or other third-party intellectual property rights, both domestically and internationally. If the delivery or performance by the supplier infringes third-party intellectual property rights, the supplier shall indemnify us from claims by the rights holders, provided that the supplier is responsible for the infringement.
2. If the use of the delivery/performance is impaired by existing third-party intellectual property rights, the supplier must either acquire the relevant permission at its own expense or modify or replace the affected parts of the delivery/performance in such a way that no third-party intellectual property rights hinder the use and the delivery/performance still complies with the contractual agreements.

 

11. Confidentiality

1. The supplier is obligated to keep all information provided by us in the course of the contractual relationship confidential and to use such information solely for the purposes of executing the respective order. The supplier may not disclose or make this information accessible to third parties, except for employees, agents, and consultants involved in the process who require the confidential information for their work. The supplier guarantees and ensures that this agreement is also observed by these individuals; the supplier will bind them in the same manner.
2. Confidential information within the meaning of these terms and conditions includes all information, notes, documents, data carriers, drawings, samples, and other materials, whether communicated orally, in writing, electronically, or otherwise, which the supplier receives regarding the business relationship with us and its initiation, as well as the execution of the respective order, and all written or other information, documents, and materials that contain information about fundamentals, working methods, manufacturing, new developments, improvements, ideas, objectives, customer data, and other details and information from and about us. Furthermore, confidential information includes information about the business relationship between the parties, its scope, and its specific design.
3. The confidentiality agreement does not apply to information which:
   • • a. At the time of disclosure:
       – is generally known;
       – is published;
       – is part of general knowledge;
       – is common technical knowledge;
       – is individually known to the supplier. The supplier will notify us in writing about such prior individual knowledge.
     • b. After the time of disclosure:
       – becomes generally known without any action by the supplier that would violate the confidentiality agreement;
       – is disclosed to the supplier by third parties, without these third parties violating any confidentiality obligations regarding the confidential information;
       – is recognized or developed by the supplier independently and without using the confidential information;
       – is publicly disclosed by us in writing;
       – must be disclosed according to mandatory legal provisions.
4. In the event that the supplier is legally required to disclose confidential information to third parties, the supplier will inform us immediately after becoming aware of this obligation. The supplier will only disclose or publish the part of the confidential information that they are legally obligated to disclose or publish according to the applicable legal provisions.
5. Documents and other materials containing confidential information that are provided to the supplier must be returned upon first request. This also applies to copies of any kind. Documents created or further processed by the supplier containing confidential information must be destroyed upon request, and the completeness of the return and destruction must be confirmed in writing.
6. The confidentiality obligation continues even after the end of the collaboration or the order, as long as the received information has not become publicly known without fault of the supplier, their employees, consultants, or other persons authorized by the supplier in any way, for which the supplier bears the burden of proof.
7. For any case of willful violation of the above confidentiality obligations, the supplier agrees to pay a penalty to be determined by us at our reasonable discretion, which may be reviewed by the competent jurisdiction in case of dispute. The assertion of further damages, subject to full offsetting of the penalty, remains unaffected.

 

12. Governing Law, Jurisdiction, Place of Performance, Language

1. The contract and its execution are exclusively governed by the law of the Federal Republic of Germany, excluding the conflict-of-law provisions of German international private law and the UN Sales Convention (CISG).
2. The exclusive place of jurisdiction for all disputes involving merchants is 48432 Rheine, Germany. However, we are entitled to file a lawsuit against the supplier at their place of residence and/or business.
3. Order confirmations, shipping notices (delivery advices), delivery slips, invoices, and other documents to be provided by the supplier must be submitted in German, unless otherwise agreed.