1. Scope

^{1.1 These purchasing conditions only apply to businesses within the meaning of § 310 BGB, paragraph 1 BGB.}

^{1.2 These general purchasing conditions apply to all deliveries and services to us unless explicitly stated otherwise.}

^{1.3 We hereby object to any general terms and conditions of the supplier that differ from our purchasing conditions. This also applies if the supplier refers to his conditions 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 undertakes 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 production based on our order. They must be returned to us immediately if the supplier has not accepted our order within the period specified in No. 2.1. If our order is accepted, the documents must be returned to us unsolicited at the latest upon execution of the order.}

^{2.3 Orders, contracts, and delivery requests as well as their changes/additions require writing.}

3. Fees and Payment Terms

^{3.1 A price stated in our order is binding. Unless otherwise specifically agreed, prices are understood to be delivered 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 to the respective home address separately from the shipment. Invoices must comply with the requirements of § 14 Abs. 4 UStG, match the wording of our order descriptions, and contain our order number. The precise designation of the ordering department and the date of the order must be included in the invoice text. The supplier is liable for all consequences arising from non-compliance with these obligations unless he proves that he is not responsible for them.}

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

4. Delivery Time

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

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

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

5. Warranty

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

^{5.2 The supplier warrants that the delivered goods meet the applicable legal and regulatory requirements for their distribution and use in addition to other requirements to be complied with. The statutory defect claims accrue to us in full. We are in any case entitled to demand rectification of defects or delivery of a new item from the supplier at our discretion. The right to compensation, especially the right to compensation instead of performance, is expressly reserved. We are entitled to remedy the defect at the supplier's expense if there is danger in delay or if there is special urgency.}

^{5.3 Claims for defects – for whatever legal reason – shall become statute-barred 24 months after delivery. Longer statutory limitation periods shall remain unaffected.}

6. Third Party Rights

^{6.1 The delivery and its use by us must not infringe the property rights of third parties. We will inform the supplier of third-party claims. We will not acknowledge such claims from our side. We authorize the supplier to settle the dispute with third parties judicially and extrajudicially.}

^{6.2 In the event of an infringement of third-party rights, the supplier shall, at his own expense, defend against claims made by third parties due to infringement of property rights as a result of deliveries and services provided by him. The supplier shall indemnify us against all claims arising from the use of such property rights.}

^{6.3 If the use of the delivery by us is impaired by existing third-party property rights, the supplier must either acquire the corresponding permission at his own expense or change or replace the affected parts of the delivery in such a way that the use of the delivery is no longer obstructed by third-party property rights and it complies with the contractual agreements.}

7. Retention of Title

^{7.1 If we provide parts to the supplier, we reserve title to them. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the proportion of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.}

^{7.2 If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the proportion of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the item of the supplier is regarded as the main item, it is agreed that the supplier shall transfer proportional co-ownership to us; the supplier shall store the sole ownership or co-ownership for us.}

^{7.3 We reserve 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 at their replacement value at his own expense against damage from fire, water, and theft. The supplier is obliged to carry out the necessary maintenance and inspection work as well as all maintenance and repair work on our tools at his own expense in a timely manner. Any incidents must be reported to us immediately; if he culpably fails to do this, claims for damages shall remain unaffected.}

^{7.4 Insofar as the security rights to which we are entitled under No. 7.1 or No. 7.2 exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we are obliged to release the security rights at the supplier's request at our discretion.}

8. Energy Efficiency

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

^{8.2 If there are more energy-efficient ("economical") alternatives to the services and/or products you offer, we ask that you independently, optionally expand your offer with these variants. Increasing energy efficiency is a strategic goal of Nolte Küchen GmbH & Co. KG and will be taken into account accordingly in the offer evaluation.}

9. Product Liability

^{9.1 If the supplier is responsible for product damage, he is obliged to indemnify us from third-party claims for damages upon first request, insofar as the cause is set in his sphere of control and organization, and he is liable externally.}

^{9.2 In this framework, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action conducted 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 give him the opportunity to comment. Other statutory claims remain unaffected.}

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

10. Assignment Ban

^{The supplier is not entitled to assign his claims against us to third parties without our written consent; consent can only be denied for a good cause.}

11. Subsequent Delivery Deadlines

^{The supplier undertakes to supply spare parts for at least 5 years at reasonable prices and simultaneously without any deterioration in quality after the end of series delivery. We only agree to an early termination of the subsequent deliveries if final coverage is economically justifiable and the requirement is foreseeable.}

12. Tools, Molds, Samples, etc.

^{Tools, molds, samples, models, profiles, drawings, test specifications, standard sheets, print templates, and gauges provided by us as well as objects manufactured thereafter may neither be passed on to third parties nor used for purposes other than those contractually agreed upon without our written consent. They must be secured against unauthorized inspection and use. Subject to further rights, we may demand their surrender if the supplier breaches these obligations or if the business relationship regarding the respective contractual product has ended.}

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 obligation of confidentiality continues even after the fulfillment of this contract; it expires if and to the extent that the knowledge contained in the provided images, drawings, calculations, and other documents has become generally known.}

^{13.2 We point out in accordance with § 33 Federal Data Protection Act that data arising in connection with the business connection is stored in files.}

14. Supplier Code of Conduct

^{We maintain business relationships exclusively with companies willing to adhere to the same ethical principles applicable to the Nolte Group. The supplier agrees to comply with the "Nolte Supplier Code of Conduct" and fulfill all obligations arising from this code of conduct. If he does not do so and we consequently lose a customer, 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 deliveries by the supplier is our business location or the location to which the supplier must deliver according to the content of our order.}

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

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

^{15.4 The legal relations between the supplier and us arising out of or in connection with our business relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Sales Law.}