General Terms and Conditions of Purchase

Our following terms and conditions of purchase are the subject of the contract concluded between us as the purchaser and the supplier. Please note the allocation to the WERIT locations.

1. General

1.1 Our Terms and Conditions of Purchase only apply to merchants.
1.2 Our following terms and conditions of purchase are the subject of the contract concluded between us as the purchaser and the supplier. They shall exclusively form the basis of all agreements and offers, unless otherwise agreed in writing. Conflicting contractual provisions and other deviating terms and conditions of the supplier are expressly not accepted and shall not become part of the contract unless we have expressly recognised them in writing.
1.3 Subsidiary agreements are only effective if they have been confirmed in writing. The contract shall remain binding even if individual points of its terms and conditions are invalid.

2. Consultancy costs and offers

Offers, visits, advice and the preparation of plans are free of charge for us.

3. Orders

Orders and agreements are only binding if they are placed or confirmed in writing by our purchasing department. We may correct spelling mistakes, miscalculations and other obvious inaccuracies in orders or other declarations at any time, even after the transaction has been concluded, without incurring any obligation on our part. The order confirmation must be in writing and repeat all order details, in particular the complete order number. If the written order confirmation is omitted, we shall regard the order as accepted. Under no circumstances can our silence in response to an order confirmation that deviates from our order be regarded as acceptance.

4. Execution and quality

The design and quality must comply with our specifications. If the overall production for an order is made dependent on the assessment of a reference sample, production may only take place after our written instructions have been received. In the case of mass-produced items and customised products, excess or short deliveries of up to 10% are permitted.

5. Prices

The agreed prices are fixed prices for the scope of the order and for the period specified by us in the order. We must be granted price reductions until the goods are delivered, even if the order confirmation is different. If the order contains a unit price, this unit price shall also apply to partial deliveries, insofar as we agree to this.

6. Delivery and performance dates

The delivery and performance dates agreed with us are generally to be understood as calendar dates within the meaning of § 286 Para. 2 No. 1 BGB, whereby the arrival and not the dispatch of the goods is decisive. Failure to comply with these deadlines shall result in the supplier being in default without a reminder in accordance with § 286 Para. 2 BGB. In this case, we are entitled to set a reasonable grace period. If delivery is not made within the grace period, we shall be entitled at our discretion to

a) to demand subsequent delivery or subsequent performance and damages for delayed delivery or performance, or

b) to demand compensation for non-performance instead of fulfilment, or

c) to withdraw from the contract.

d) In the case of b) or c), we shall be entitled to claim 15% of the purchase price as compensation, notwithstanding the possibility of claiming higher damages; in this case, proof of damages shall not be required unless the supplier proves that the damages were significantly lower.
The default penalty shall not be deemed waived if we have accepted late deliveries without reservation.

The supplier must notify us immediately in writing of any recognisable delays in delivery and performance, stating the expected duration of the delay. Further statutory claims, in particular those arising from § 376 of the German Commercial Code (HGB), purchase for delivery by a fixed date, remain unaffected. We shall also be entitled to the rights mentioned above under a) to d) if the goods are damaged or rendered unusable during transport due to defective packaging and we do not receive them on time as a result. The risk for the consignment shall be borne by the supplier until delivery to our works or to the receiving centre specified by us. Partial deliveries may only be made with our special authorisation.

7. Packaging, despatch, insurance

The agreed prices shall apply carriage paid to our works or to the destination specified by us, unless expressly agreed otherwise in writing. The supplier shall bear the costs of packaging and despatch until the consignment arrives at our premises, unless expressly agreed otherwise in writing.

a) Packaging: If the assumption of packaging costs by us and delivery free of packaging costs has not been agreed, the supplier shall choose the most favourable type of packaging for us. We reserve the right to reduce overcharged packaging costs on the invoice. It is at our discretion to return packaging material to the supplier at our expense and risk and to deduct 80% of the invoiced packaging costs from the invoice. This also applies to so-called disposable packaging. In the event of non-compliance with any packaging regulations, e.g. the non-utilisation of pallets, we shall be entitled to deduct the additional costs incurred as a result from the invoice. In accordance with the Packaging Act of 1 January 2019, we only accept disposable or reusable packaging whose materials are harmless to health and recyclable. Packaging materials that do not comply with this regulation will be returned by us carriage forward.

b) Shipping: If we have agreed to bear the freight costs, the supplier must choose the most favourable shipping method and route for us. In the event of non-compliance, we reserve the right to deduct any additional freight costs from the invoice. All deliveries are only recognised in terms of quantity, weight and condition according to our findings. If the shipping documents are missing, the consignment shall be stored at the supplier's expense and risk until the documents are received. Our order number and article number must be stated in all shipping documents. Delays caused by the omission of order data and the issue of the necessary shipping documents shall be borne by the supplier. Freight documents etc. for drop shipments must be proven to us by duplicate consignment notes.

8. Invoice

Invoices are to be sent in duplicate. They may not be enclosed with the goods. The wording of the invoice must correspond exactly to our designations in the order and contain the order number and article number, order date and recipient. If this data is not included in the invoice, the resulting delays shall not be at our expense.

9. Payment

We shall pay after receipt of the invoice at our discretion within 30 days without deduction or within 14 days with a 3% discount, unless otherwise agreed in writing. All payments shall be made subject to the tacit reservation of all rights due to any hidden defects which only become recognisable when the goods are processed or put into use.

If the goods do not arrive until after the invoice, the payment period shall commence on the day on which the goods are received in full.

Payment may also be made by offsetting against claims to which we are entitled against the supplier or its affiliated companies.

We shall settle invoices once a week, deducting the agreed discount rate in each case

10. Notice of defects and warranty

Notification of defects - including design, manufacturing or material defects - shall be deemed to have been made in good time within the meaning of § 377 HGB (German Commercial Code) if obvious defects are notified within 3 weeks of the day following delivery and hidden defects within 3 weeks of their discovery.

Defects that cannot be detected in the course of a mere visual inspection and identity check shall be deemed to be hidden defects.

In amendment of § 438 BGB, warranty claims for hidden defects shall expire within 5 years.

Unless otherwise agreed in writing, the warranty shall be governed by the statutory provisions. The limitation period for warranty claims shall run from acceptance or takeover of the complete deliveries and services. Insofar as the deliveries are independent devices, system units, etc., which no longer require any modification on our part, the limitation period shall commence upon commissioning in live operation. Within the statutory warranty periods, we may, at our discretion, assert statutory warranty claims for defects, including the absence of warranted characteristics. In urgent cases or if the supplier does not fulfil his warranty obligations immediately, we are entitled to replace or repair defective parts at his expense and to remedy any damage incurred. In the event of replacement deliveries or rectification of defects, the warranty period for replaced parts shall begin anew. The receipt of the notice of defects shall lead to a new start of the limitation period (§ 212 BGB).

By accepting or approving the drawings, documents and technical descriptions submitted by the supplier, we do not waive our warranty claims.

11. Liability

The supplier shall be obliged to compensate us for any direct or indirect damage (loss of profit, damage to objects other than the delivery item, etc.) resulting from defective delivery due to violation of official safety regulations or for any other reasons attributable to the supplier. This obligation to pay compensation also expressly includes consequential damages. If claims are asserted against us for damages by third parties, the supplier shall be liable to us to the extent that he would also be directly liable. If the third parties are consumers, the provisions of §§ 478, 479 BGB shall apply. The principles of § 254 BGB shall apply accordingly to the compensation of damages between us and the supplier. The supplier must also compensate for those damages and expenses in accordance with §§ 683, 679 BGB which result, for example, from a recall action initiated by us or a serial defect. We shall inform the supplier of the content and scope of this action. In the event of product damage, the supplier shall indemnify us against any third-party claims that may arise. Upon request, the supplier shall provide us with proof of appropriate insurance.

12. Models, samples, tools, drawings etc.

If the orders include the production and acceptance of models, samples, tools, drawings and other documents and information, irrespective of whether the costs are charged separately or are included in the purchase price of the goods, it is agreed that the models, tools, samples, drawings and other documents and information shall become our property upon conclusion of the contract, at the latest upon production. However, they shall remain on loan to the supplier for the processing of our orders. The models, samples, tools, drawings and all other documents and information are to be treated confidentially and may only be used for the fulfilment of our orders and may not be reproduced.

All models, samples, tools, drawings and other documents and information produced according to our specifications may not be made available to third parties. The same applies to models, samples, tools, drawings and other documents and information provided by us to the supplier. All parts protected by the statutory provisions of industrial property rights may never be supplied to third parties. This shall also apply if further orders are no longer placed. In particular, it is agreed between the supplier and us that the supplier shall take the samples, models, tools, drawings and all other documents and information into proper safekeeping and care for us at his own expense, including adequate insurance against fire, water and theft; § 690 BGB shall not apply. Should we, at our discretion, be obliged to request the supplier to hand over the models, samples, tools, drawings, all other documents and information which are our property, the supplier shall not be entitled to a right of retention. However, if models, samples, tools, drawings, all other documents and information are the property of the supplier on the basis of special contractual agreements, we shall have the right to acquire and dispose of these parts upon payment of the cost price - if necessary, taking into account the wear and tear and amortisation that has taken place. Tools and models are to be stored in a different building from the associated plans in order to ensure their replacement, e.g. in the event of fire.

13. Retention of title

All deliveries to us must be made free of retention of title. If the order confirmation or the invoice nevertheless contains such reservations, they shall be ineffective even without our objection. Acceptance of our order by the supplier shall be deemed as consent that the goods to be delivered are his property. Materials or other documents and information that we provide for the supplier's orders shall in any case remain our property and must be labelled as such.

14. Patent infringement/property rights

The supplier shall guarantee that we do not infringe any existing industrial property rights of third parties by using the goods supplied by him. He expressly undertakes to indemnify us against any claims by third parties in this respect and to compensate us for any damage incurred. In this case, we also reserve the right, at our discretion, to demand that

a) the contract is cancelled against full reimbursement of the payments made, or

b) those parts whose use is prohibited due to the industrial property right to which the third party is entitled are replaced by other parts, or

c) the owner of the property right is compensated by the supplier by payment of the licence fee demanded by him.

15. Confidentiality

The supplier is obliged to treat our orders and the resulting work as business secrets and to treat them confidentially. He may only refer to his business relationship with us if we have expressly agreed to this in writing. This provision shall also apply after termination of the contractual relationship, but shall be cancelled if the knowledge contained in the documents, drawings, calculations and other documents and information has become generally known.

16. Insolvency

We may withdraw from the contract by written notification if insolvency proceedings are applied for or published in respect of the supplier's assets, or if the supplier ceases to make payments or voluntarily or compulsorily liquidates his company, without this making us liable for damages of any kind. We shall also be entitled to the aforementioned right if the contract has been fulfilled in whole or in part by one or both contracting parties as long as the supplier's warranty obligation still exists, or if the supplier's company is transferred to a third party.

17. Protection regulations/quality

The supplier undertakes to comply with all regulations, directives and ordinances issued by the legislator (including the EU), the supervisory authorities, the employers' liability insurance associations and the responsible associations with regard to accident prevention and environmental protection (e.g. RoHS, REACH). If the affixing of conformity marks (e.g. CE mark) is prescribed to prove the conformity of the goods with regulations, directives (including EU directives) etc., the supplier shall affix these to the goods without being requested to do so and in accordance with the regulations. If written declarations of conformity are also required, the supplier shall send these together with the invoice or other delivery documents without being requested to do so. The supplier undertakes to comply with the recognised rules of technology, the safety regulations and the agreed technical data for its deliveries and services.

18. Assignment

The assignment of claims against us is excluded (§ 399 BGB).

19. Place of fulfilment, transfer of risk and place of jurisdiction

The place of fulfilment for delivery, performance and payment is, at our discretion, either the place of receipt specified by us or our registered office. The supplier shall bear the risk up to the place of fulfilment or up to the place of receipt specified by us and the acceptance agreed there. The place of jurisdiction is our respective registered office.

20. Applicable law

The applicable law for the contractual relationships is exclusively the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. If these Terms and Conditions of Purchase are transmitted in a language other than German, only the German version shall be authoritative in case of doubt.

21. Severability clause

Should individual provisions of these General Terms and Conditions of Purchase be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Purchase. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that these General Terms and Conditions of Purchase prove to be incomplete.

Status: March 2026