1. Scope

^{1.1 These purchasing conditions apply only to companies within the meaning of § 310 BGB Abs. 1 BGB.}

^{1.2 These general purchasing conditions apply to all deliveries and services provided to us, unless expressly agreed otherwise.}

^{1.3 We hereby object to the general terms and conditions of the supplier that deviate from our purchasing conditions. This is also valid if the supplier refers to their terms during correspondence.}

2. Declarations of Contract

^{2.1 The supplier is obliged to accept our order within a period of 2 weeks after receipt.}

^{2.2 We reserve ownership and copyright to all documents provided to the supplier in connection with the order, such as calculations, drawings, etc. The supplier is obligated not to disclose or make these documents accessible to third parties unless we give our express written consent to the supplier. These documents are to be used exclusively for the production based on our order. They must be returned to us immediately, unless the supplier has accepted our order within the period specified in No. 2.1. If our order is accepted, the documents must be returned to us unrequested at the latest with the execution of the order.}

^{2.3 Orders, conclusions, and delivery call-offs as well as their changes/ additions require written form.}

3. Fees and Payment Terms

^{3.1 A price specified in our order is binding. If no special agreement has been made, the prices are understood as delivered to the named destination (DAP according to Incoterms 2010) including packaging. VAT is not included.}

^{3.2 An invoice for each delivery or service must be submitted separately from the shipment to the respective home address. Invoices must meet the requirements of § 14 Abs. 4 UStG, correspond to the wording of our order designations, and include our order number. The exact designation of the ordering department and the date of the order must be stated in the invoice text. The supplier is liable for all consequences arising from non-compliance with these obligations, unless they can prove that they are not responsible for them.}

^{3.3 Payment of the invoice is made by transfer as long as the delivered goods/ service do not give cause for complaints. The payment period begins as soon as the delivery or service is fully accepted and the duly issued invoice is received. If the start date of the period falls between the 1st and the 15th of a month, payment will be made on the 1st of the following month; if the start date of the period falls between the 16th and the last day of the month, payment will be made on the 16th of the following month with a deduction of 5% discount or 120 days net after the start date of the period. If the payment date (16th or 1st) falls on a Friday or not on a bank working day, payment will not be made until the next bank working day. Invoices that do not meet the requirements of §14 Abs. 4 UStG or are incorrect do not establish due date and can be returned by us at any time. In the latter case, the due date is established only upon receipt of the corrected invoice. In case of defective delivery or service, we are entitled to withhold payment until proper fulfillment without loss of discounts, discounts, and similar payment benefits. Further claims remain unaffected. In the case of premature acceptance of deliveries, the payment period begins only from the order-compliant delivery date or from the receipt of the invoice – whichever date is later.}

4. Delivery Time

^{4.1 The delivery date specified in the order is binding. A delivery before the specified delivery date is only permissible with our prior express written consent. Partial deliveries are not accepted unless we have expressly approved them beforehand. The name of the person who granted this approval must be indicated on the delivery document.}

^{4.2 The supplier is obliged to notify us immediately in writing if circumstances arise or become known from which it appears that the agreed delivery time cannot be met. For compliance with the delivery time, the day of receipt of the goods at the destination is decisive.}

^{4.3 If the supplier is in default of delivery, we are entitled to demand a flat-rate delay compensation of 0.3% of the contractually agreed price per day after the occurrence of the delivery delay, but in total not more than 15% of the agreed price. The supplier remains entitled to prove a lower damage. We are entitled to demand damages instead of performance or to withdraw from the contract after the fruitless expiration of a reasonable period. If we demand damages, the supplier has the right to prove that he is not responsible for a breach of obligation.}

5. Warranty

^{5.1 We will inspect the goods within a reasonable period for any quality and quantity deviations. The complaint is timely if it is received by the supplier within a period of 7 working days, calculated from the receipt of the goods or - in the case of hidden defects - from discovery.}

^{5.2 The supplier warrants that in addition to the other requirements to be observed, the delivered goods also comply with the legal and official provisions applicable to their sale and use. The statutory defect claims are available to us without reduction. We are in any case entitled to demand correction of defects or delivery of a new item from the supplier at our choice. The right to compensation, particularly the right to compensation instead of performance, is expressly reserved. We are entitled to remedy the defect ourselves at the supplier's expense if there is danger in delay or special urgency exists.}

^{5.3 Claims for defects – regardless of the legal basis – expire 24 months after delivery. Longer statutory limitation periods remain unaffected.}

6. Third-Party Rights

^{6.1 The delivery and its utilization by us must not infringe on third-party proprietary rights. We will inform the supplier of claims asserted by third parties. We will not recognize such claims on our own. We authorize the supplier to take over the dispute with third parties in court and out of court.}

^{6.2 In the event of an infringement of third-party proprietary rights, the supplier will defend claims by third parties at their own expense, which third parties assert against us due to an infringement of proprietary rights based on the supplier's deliveries and services. The supplier shall indemnify us against all claims arising from the use of such proprietary rights.}

^{6.3 If the utilization of the delivery by us is impaired by existing third-party proprietary rights, the supplier shall either acquire the corresponding permission at his own expense or change or exchange the affected parts of the delivery so that no third-party proprietary rights oppose the utilization of the delivery and these also comply with the contractual agreements.}

7. Retention of Title

^{7.1 If we provide parts to the supplier, we retain ownership of them. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the value of our object (purchase price plus VAT) to the other processed objects at the time of processing.}

^{7.2 If the object provided by us is inseparably mixed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the value of the reserved object (purchase price plus VAT) to the other mixed objects at the time of mixing. If the mixing occurs in such a way that the supplier's object is to be regarded as the main object, it is agreed that the supplier transfers co-ownership to us proportionately; the supplier keeps sole ownership or co-ownership for us.}

^{7.3 We retain ownership of tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us against fire, water, and theft at their new value at their own expense. The supplier is obliged to carry out any necessary maintenance and inspection work as well as all maintenance and repair work at their own expense in good time on our tools. Any incidents must be reported to us immediately; if this is culpably omitted, claims for damages remain unaffected.}

^{7.4 Insofar as the security rights to which we are entitled according to No. 7.1 or No. 7.2 exceed the purchase price of all our still unpaid reserved goods by more than 10%, we are obliged, at the request of the suppliers, to release the security rights at our choice.}

8. Energy Efficiency

^{8.1 The supplier is advised that Nolte Küchen GmbH & Co. KG has implemented an energy management system according to DIN EN ISO 50001 and that aspects of energy efficiency and energy consumption for energy-consuming products are a decision criterion in the assessment of offers.}

^{8.2 Should more energy-efficient ("economical") alternatives exist for the services and/or products you offer, we request the independent, optional expansion of your offer to include these variants. Increasing energy efficiency is a strategic goal of Nolte Küchen GmbH & Co. KG and is accordingly considered in offer evaluation.}

9. Product Liability

^{9.1 To the extent that the supplier is responsible for a product damage, he is obliged to indemnify us against claims for damages by third parties upon first request, provided the cause lies within their sphere of control and organization and they are liable themselves in the external relationship.}

^{9.2 Within this framework, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the supplier about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and will give them the opportunity to comment. Other statutory claims remain unaffected.}

^{9.3 The supplier undertakes to maintain a product liability insurance with a coverage sum of EUR 10 million per personal injury/ property damage – lump-sum. If we have further claims for damages, they remain unaffected. The supplier must provide us with a duplicate of the valid insurance contract upon request.}

10. Prohibition of Assignment

^{The supplier is not entitled to assign his claims against us to third parties without our written consent; consent may only be refused for a significant reason.}

11. Subsequent Delivery Deadlines

^{The supplier undertakes to deliver spare parts for a period of at least 5 years at reasonable prices and without any deterioration in quality after the cessation of series delivery. We will only agree to a premature termination of subsequent deliveries if final stocking is economically justifiable and the need is foreseeable.}

12. Tools, Molds, Patterns, etc.

^{Tools, molds, patterns, models, profiles, drawings, test specifications, standard sheets, print templates, and gauges provided by us, as well as objects manufactured according to them, may not be passed on to third parties or used for any purpose other than contractual purposes without our written consent. They are to be secured against unauthorized inspection and use. Subject to further rights, we may demand their return if the supplier violates these obligations or if the business relationship concerning the respective contract product is terminated.}

13. Confidentiality/ Data Protection

^{13.1 The supplier is obliged to keep all received images, drawings, calculations, and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation also continues after the completion of this contract; it expires if and to the extent that the manufacturing knowledge contained in the provided images, drawings, calculations, and other documents has become generally known.}

^{13.2 According to § 33 Bundesdatenschutzgesetz, we point out that data arising in connection with the business relationship is stored in files.}

14. Supplier Code

^{We maintain business relationships exclusively with companies that are willing to subject themselves to the same ethical principles as those applicable to the Nolte Group. The supplier undertakes to comply with the "Nolte Supplier Code" and to fulfill all obligations arising from this code of conduct. If they do not do so and we lose a customer as a result, the supplier will compensate us for the resulting damage.}

15. Place of Performance, Jurisdiction, and Applicable Law

^{15.1 The place of performance for our payments is our business location.}

^{15.2 The place of performance for supplier deliveries is our business location or the place where the supplier is to deliver according to the content of our order.}

^{The supplier bears the risk of delivery until the acceptance of the goods by us or our representative at the destination (DAP according to Incoterms 2010).}

^{15.3 The exclusive place of jurisdiction for all disputes between the supplier and us arising out of or in connection with this contract is, depending on the dispute value, either our business location or, at our option, the supplier's business location.}

^{15.4 All legal relationships between the supplier and us arising out of or in connection with our business relationship are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).}