OWL AM Additive Manufacturing GmbH

Conditions of purchase

Conditions of Purchase

General terms and conditions of purchase OWL GmbH

§1 General

1. Our conditions of purchase apply exclusively. We do not recognize conditions of the supplier that conflict with or deviate from our purchasing conditions, unless we have expressly recognized them in writing. Our terms and conditions of purchase shall also apply if we accept the supplier's delivery without reservation, knowing that the terms of the supplier conflict with or differ from our terms of purchase.

2. Our terms and conditions of purchase apply to all future business with the supplier even if they are not expressly referred to again in individual cases. They apply to services and deliveries of any kind that we obtain from the contractual partner.

3. Changes to our purchasing conditions will be announced to the contract partner in writing. They are considered approved if the contractual partner does not object to them in writing within one month of receipt. This episode is particularly pointed out when it is announced.

§2 orders

1. Only our written orders are valid. Verbal agreements that are not confirmed in writing are void. For the written form, the text form corresponding to § 126 b BGB is sufficient (e.g. fax or email).

2. The supplier can accept our order within 3 working days. If orders are accepted later, the contract is concluded if we do not object within 3 working days of receipt.

3. The supplier is obliged to state our order number and project number on all documents, in particular on order acceptances, invoices, shipping documents, delivery notes, test reports, evidence and certificates. The supplier is responsible for all consequences arising from non-compliance with this obligation (delay, incorrect or return, etc.).

4. We reserve ownership and copyrights to illustrations, drawings, calculations and other documents. They are only to be used for production based on our order. After the order has been processed, they must be returned to us without being asked.

§3 prices and payments

1. The price shown in the order is binding. In the absence of a different written agreement, the price includes the costs for the shipping regulated in §4 paragraph 6.

2. The terms of payment are agreed individually. If there is no individual agreement, we pay the purchase price within 14 days, calculated from delivery and receipt of the invoice, with a 3% discount or within 60 days after delivery and receipt of the invoice net.

3. International orders are generally carried out on a euro basis, unless we have agreed otherwise.

4. We are only in default, even if the payment dates are determined in accordance with the calendar, if we receive a written reminder after the due date.

5. We have statutory rights of set-off and retention. In the event of defective delivery, we also have the right to refuse to compensate three times the costs required to remedy the defect.

6. If the goods of the supplier are part of a customer order that is subject to price testing by public bodies, the supplier guarantees that prices and charges in the price determination based on cost price correspond to the price regulations of the public sector. The supplier agrees to an inspection by public bodies.

7. The supplier can only assign his claims with our written consent or have them collected by third parties. We can refuse consent if there is a justified interest. The regulation of §354a HGB remains unaffected.

8. Payment does not mean acceptance of conditions and prices. The time of payment has no influence on the rectification of defects by the supplier and on the right to give notice of defects.

§4 deliveries

1. The delivery date specified in the order is binding. Insofar as the supplier is obliged to provide certificates of origin or technical condition, these must also be delivered with the goods on the agreed date. The provision of such certificates is an essential part of the supplier's obligation to perform. The receipt of the delivery at the agreed delivery address is decisive for compliance with the delivery date.

2. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him, from which it follows that the agreed delivery date cannot be met.

3. In the event of a delay in delivery, we are entitled to demand a contractual penalty of 2% of the value of the delayed service per completed week of delay, up to a maximum of 10% of the order value. We reserve the right to claim higher damage caused by delay. The contractual partner is allowed to prove that no or only minor damage has occurred. The flat-rate compensation is to be offset against any higher, specific damage.

4. The assertion of further default-related damage, on which the contractual penalty is applied, is expressly reserved. In this context, we would like to point out that, as a pre-series and series supplier, we are particularly dependent on punctual deliveries. Even the lack of a minor part or a necessary certificate can cause considerable delays in production and delivery and thus lead to damage that far exceeds the order value.

5. If the delivery is made before the agreed date, we are not obliged to accept it. In the event of early acceptance, the agreed delivery date remains decisive for the due date of the supplier's payment claim.

6. Unless otherwise agreed in writing, DDP Incoterms 2010 must be delivered free of charge, insured and including packaging. The place of performance for the service is the receiving point specified by us, in the absence of a designation our place of business or in the case of an order from a branch, the seat of the respective branch.

7. If we have assumed the transport risk in an individual contract, we do not wish to be covered by transport insurance and declare ourselves a customer who is banned or waived. We will ignore insurance premiums calculated by the supplier or freight forwarder.

8. We are entitled to return the packaging material to the supplier at his own expense and risk.

9. If, according to the content of the contract, the contractual partner is entitled to request installment payments, we already agree with the contractual partner that we shall acquire title to the object of the service with the payment of the installment payment. If the contractual partner is still in possession of the thing, he will keep it safe for us from now on. Any surrender claims against third parties regarding the subject of the services are hereby assigned to us. The contractual partner's commercial retention rights remain unaffected by our acquisition of ownership. Upon request, the contractual partner will prove to us that there are no third party rights to the items to be transferred by us in accordance with the above, in particular no reservation of supplier ownership, transfer by way of security and in favor of banks,

§5 refusal of acceptance, default of acceptance

1. We are entitled to refuse to take delivery of the goods in the event of force majeure, business disruptions, strikes or lockouts, other riots and official orders, unless we are responsible for these reasons.

2. If the obstacles within the meaning of the preceding paragraph exist for a period of more than one month, we are entitled to withdraw from the contract and to claim payments already made. If partial deliveries have already been made or we are interested in keeping the partial deliveries already made, the consequences of withdrawal are limited to the partial services not yet performed.

§6 Condition of the delivery

1. The supplier is fully liable for its deliveries to the extent permitted by law. The warranty includes first-class construction and professional execution of all parts according to the recognized state-of-the-art, taking into account the quality requirements agreed in the order and all relevant statutory provisions, in particular the Machine Protection Act, the Product Liability Act, the accident prevention regulations, ordinances, DIN regulations, directives and EC -Directives or the national laws derived from them (in particular product safety law).

2. All goods must comply with the latest state of the safety regulations and must be accepted by the responsible inspection bodies upon delivery and be approved for use for the intended purpose.

3. The limitation period for claims for defects is 5 years from the transfer of risk; longer statutory periods remain unaffected. The limitation period is inhibited from our notification of defects and only begins after the warranty has been expressly rejected or after the rectification of the defect has ended; in the case of defective parts of an overall product, inhibition is limited to the defective individual part. In the case of a replacement delivery, the warranty period starts again from the delivery of the replacement product.

4. The supplier must use a quality management system that is suitable in terms of type and scope, at least in the standard DIN EN ISO 9001 and ensure that the goods meet our technical order conditions. The supplier undertakes to keep records of the tests carried out, when, in what manner and by whom the goods have been checked and what results the quality tests have shown. All test, measurement and control results must be archived for 10 years.

5. We are entitled at any time to inspect all documents relating to test, measurement and control results and to have copies made of them. Insofar as authorities or customers require us to inspect our production process and our inspection documents to check certain requirements, the supplier agrees to grant us or the authorities or customers the same rights in his company and to provide the support required.

6. The supplier undertakes to automatically send us initial sample test reports for drawing-related parts in the following cases: before the first series delivery; before the first series delivery after product change; before the first series delivery from a new production facility, before the first series delivery after using new machines; with changed processes; in the case of a new start after a complaint or after a 3-year production break.

7. If necessary, the delivery, depending on the route we have chosen, must also contain evidence for the dangerous goods officer as to how the goods should be classified, packaged, labeled and declared.

8. If agreed, the delivery must also contain certificates of the origin or the technical nature of the goods

9. The supplier must oblige his upstream suppliers in the same way.

§7 Acceptance and claims for defects

1. If a contractual or official acceptance is provided, the supplier bears the resulting acceptance costs. He must indicate the acceptance date in good time.

2. We are obliged to examine deliveries upon receipt for externally recognizable damage and defects, in particular transport damage. If there are defects or if they appear at a later time, we are obliged to notify the supplier of the defect in writing within a period of 10 working days after completion. We do not have any further duties of an incoming inspection.

§8 product liability, insurance obligation, take-back obligation

1. If a claim is made against us due to a defect in an item supplied by the supplier due to product liability, the supplier must release us from the liability resulting from the defect upon first request and replace all resulting costs and damage. Costs for measures that appear necessary to avert the risk of later liability are borne by the supplier. This applies accordingly if the supplier's performance consists of a development or other service.

2. In this context, the supplier is obliged to reimburse any expenses according to § 683, 670 BGB, which result from or in connection with a recall campaign carried out by us, insofar as the claim does not arise from §830, 840 BGB in conjunction with §426, 254 BGB follows. We will inform the supplier as far as possible and reasonable about the content and scope of the recall measures to be carried out and give him the opportunity to comment.

3. We have the right to make comparisons with third-party victims; the supplier's obligation to pay compensation remains unaffected as long as the comparisons are economically reasonable and reasonable.

4. The supplier undertakes to maintain product liability insurance with a lump sum coverage of € 5 million per person / property damage. We point out that the delivered parts can also be integrated into energy systems and end consumer products and therefore recommend that you take out sufficient liability insurance for this area. The claims against the insurance companies have been assigned to us for security.

5. We are entitled to return the goods or components of the goods to the supplier at his own expense and risk if they are used to create a product that we have to take back from our customer due to environmental regulations.

§9 property rights

1. The supplier guarantees that no third party property rights are violated in connection with his delivery.

2. If a claim is made against us by a third party, the supplier is obliged to release us from such claims upon first request. The supplier's obligation to indemnify relates to all expenses that we necessarily incur as a result of or in connection with claims by a third party.

3. With regard to the conclusion of comparisons with third-party victims, §8 paragraph 3 applies accordingly.

4. Upon request, the supplier will inform us of the use of published and unpublished proprietary or licensed property rights and property right registrations for the objects of the delivery.

§10 tools

If we have provided the contractual partner with tools or similar devices for the manufacture of the goods / rendering of services, these remain our property. The contractual partner undertakes to handle and store the items carefully and will insure them against breakage, fire, water and theft at replacement value. Claims against the insurance company regarding these items are hereby assigned to us. The contractual partner may not make such tools accessible to third parties without our express consent. The contract partner is prohibited from manufacturing these tools for third parties. For each case of violation of these obligations, the contractual partner promises a contractual penalty in the amount of € 10.000. The penalty is not forfeited, if the contractual partner is not at fault. Further damages and / or injunctive relief on our part remain unaffected. The contractual penalty is offset against any further claims for damages.

§11 retention of title and provision

1. An extended or extended retention of title by the supplier is excluded.

2. If we provide parts to suppliers, we reserve ownership of them. Processing or transformation by the supplier is carried out for us. If our goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our item to the other processed items at the time of processing.

3. If the item provided by us is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved item to the other mixed items at the time of the mixing. If mixing takes place in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier transfers proportional co-ownership to us.

4. The supplier is obliged to give us a list of the supplies and tools belonging to us on December 31 of the previous year at the latest at the end of the first week in January of each year.

§12 liability

1. Our liability for any legal reason is limited to intent and gross negligence. This limitation of liability does not apply in the event of injury to life, limb or health and in cases of mandatory legal liability, e.g. product liability. In the event of a slightly negligent breach of essential contractual obligations, our liability is limited to the replacement of the foreseeable damage, unless there is a damage according to sentence 1. Essential contractual obligations within the meaning of these provisions are obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner can regularly rely.

2. In the event of a slightly negligent breach of essential contractual obligations, our liability for damages is limited to the compensation for typical, foreseeable damage. The supplier is obliged to notify us in writing of special risks, atypical possibilities for damage or unusual amounts of damage before the contract is concluded. Liability for any further consequential damage, lack of economic success, indirect damage and for damage from claims by third parties is excluded.

§13 confidentiality

The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. The confidentiality obligation also applies after the execution of this contract; it expires if and to the extent that the supplier can provide proof in advance that the manufacturing knowledge contained in the documents provided has already become generally known. Images, drawings, calculations and other documents and information received may be disclosed to third parties, insofar as this is necessary for external processing processes. In this case, however, he must give us the name and address of the third party beforehand. In addition, the third party is obliged to maintain strict confidentiality.

§14 Prohibition of assignment

Claims of the contractual partner from the business relationship with us may not be assigned to third parties or be encumbered with third party rights without our consent. If the contractual partner's claim stems from a mutual trade transaction, Section 354a HGB applies. Assignments based on the contracting partner's agreed and customary extended retention of title are effective. The supplier must inform us of such assignments.

§15 right of retention, right of set-off

1. The contractual partner is entitled to object without objection to the non-fulfilled contract if the legal requirements are met. For the rest, the following applies to rights of retention: The contracting party is only entitled to a right of retention with regard to undisputed, legally established claims or claims ready for decision. Rights of retention can only be asserted to the extent and in the amount that correspond to the value of the counterclaim. We are entitled to avert rights of retention by providing security, which can also be provided by a bank guarantee. The security is deemed to have been paid at the latest when the contractual partner defaults on accepting the security. 2. The contractual partner can only counter our claim with undisputed,

§16 data protection

The supplier is informed in accordance with §33 of the Federal Data Protection Act that his data will be saved by us. The data is processed in compliance with the Federal Data Protection Act.

§17 place of jurisdiction and applicable

Law 1. If the supplier is a merchant, a legal entity under public law or a special fund under public law, our place of business is the place of jurisdiction; however, we are also entitled to sue the supplier at the court responsible for his registered office.

2. German law applies exclusively to the entire legal relationship with the supplier, however to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).