1. General Terms and Conditions of Purchase of Faircut cutting solutions GmbH & Co. KG

1.a. Unless expressly agreed otherwise in writing, these Terms and Conditions of Purchase shall apply to all deliveries of goods and services ordered by us as well as other agreements made with the Contractor in connection with the orders.
1.b. With the execution of the order (first delivery), these General Terms and Conditions of Purchase shall be deemed to have been accepted and the Contractor shall also acknowledge these as exclusively legally binding for all other delivery relationships. Deviating or supplementary terms and conditions of the Supplier shall only apply if they are expressly acknowledged by us in writing.
1.c. In all correspondence concerning an order, our order numbers must be mentioned. This applies in particular to delivery notes and invoices.
1.d. Offers, cost estimates and cost estimates submitted to us are free of charge, regardless of what preparatory work was necessary.
1.e. Should individual provisions of these Terms of Delivery be legally invalid, they shall have no influence on the legal existence of the others.

2. Orders

2.a. Only orders placed in writing are valid. Changes to the contract require written confirmation in order to be legally effective.
2.b. Regardless of the offers made, only the content of our orders is binding.
2.c.The transfer of our orders as a whole or in part to third parties may only take place with our written consent. A violation of this provision entitles us to revoke this order without replacement, further claims remain unaffected.
2.d. The assignment of claims as well as the transfer of the collection of claims against us to third parties is excluded and also entitles us to revoke the order without replacement, further claims remain unaffected.
2.e. If the supplier ceases to make payments or if bankruptcy proceedings or judicial or extrajudicial compensation proceedings are opened against his assets, we are entitled to withdraw from the contract without prejudice to other rights.
2.f. The order must be confirmed or rejected immediately in writing. As long as the order has not been concluded by the order confirmation, with which the order is accepted in full, we are entitled to revoke the order without giving reasons.
2.g. Deviations from the order must be clearly emphasized and require our express, written consent to be effective. The unconditional acceptance of goods shall not be deemed to be such consent.

3. Delivery

3.a. The stated delivery dates are binding and are to be understood as the time of receipt of goods at the named destination, otherwise in our company. If a delivery or service period is agreed, this begins to run on the day of order. In the event of a foreseeable delay in delivery, we must be informed of this in writing immediately, stating the reasons and the expected duration of the delay.
3.b. In the event of delivery deadlines being exceeded for which the Supplier is responsible, the Supplier shall be obliged to use the fastest available means of transport to reduce the delay in delivery, without prejudice to the shipping method prescribed in the order. The costs for this transport shall be borne by the supplier.
3.c. In the event of a delay in delivery, for which the supplier is responsible, we are entitled to withdraw from the contract with immediate effect after 14 days without having to set a grace period. If a fixed date has been agreed, the contract is terminated upon exceeding the deadline, unless we request the fulfilment of the contract within 14 days.
In addition, we are entitled, at the expense and risk of the supplier, to take all measures to avert an imminent loss of deadline and all the associated adverse consequences within the delivery period (in particular due to the supplier’s notification) that the supplier will not be able to provide its services on time.
3.d. Partial deliveries and advance deliveries require our written consent, whereby in these cases the payment periods only begin with the contractually agreed date.
3.e. Unless otherwise agreed, deliveries shall be made in accordance with DAP (in accordance with Incoterms 2010) to the specified destination. Taking into account the relevant packaging standards, the packaging must be chosen in such a way that damage-free delivery is guaranteed.
3.f. The deadline requirement for our incoming goods inspection is 60 days. In this respect, the supplier waives the objection of late notification of defects. Our payment does not imply unconditional acceptance of the goods.
3.g. For hidden defects that are not recognizable during acceptance or acceptance, the warranty period begins only from the time of realization.

4. Quality – Documentation

4.a The goods to be delivered must comply with the applicable domestic and foreign regulations, the accident prevention regulations, the relevant regulations and guidelines of the VDE/Verband Deutscher Elektrotechniker e.V. regulations, the recognized latest rules and standards of technology as well as documents based on the order such as drawings, descriptions, samples, specifications, acceptance conditions, etc.
4.b. The supplier must carry out a quality control suitable in terms of type and scope, in accordance with the latest state of the art.
4.c . For devices, instruments, plant components or systems, complete maintenance, operating and service instructions, as well as manufacturer’s declarations and/or CE declarations of conformity must be supplied in electronic form and as a hard copy without special prescription and without additional costs.

5. Delay in delivery and performance, contractual penalty, withdrawal

5.a. Agreed delivery dates and delivery periods must be strictly observed by the supplier. The supplier must take all precautions and measures in this regard at his own expense. In the event of delay, we are entitled to demand a contractual penalty of 1% of the total order value for each week of delay started, which is independent of the supplier’s fault and proof of damage and is not subject to the judicial right of reduction. The obligation to fulfill the contract remains unaffected by this regulation.
5.b. The default penalty is limited to 10% of the total order value.
5.c If we withdraw from the contract for reasons attributable to the supplier, we are entitled along with others

Legal consequences of demanding 10% of the total order value as a contractual penalty.

5.d. We reserve the right to claim damages that go beyond the contractual penalty or other claims in addition to or instead of the contractual penalty.
5.e. In the event of recognizable payment difficulties on the part of the supplier, we are also entitled to withdraw without a grace period. In this case, the legal consequences are the same as in the case of a delay caused by the supplier. All costs that we incur as a result are also at the expense of the supplier, to whom we deduct or invoice them.

6. Prices and Payment

6.a. Unless otherwise agreed in writing, the prices specified in the order are fixed prices and therefore unchangeable until the scope of delivery and services according to the order has been completely fulfilled.
6.b. Unless otherwise agreed in writing, payment shall be made within 14 days with a 3% discount or 30 days net after receipt of the goods in accordance with the contract and receipt of the proper invoice in accordance with the statutory provisions.
6.c. If there is a defect subject to warranty, we are entitled to defer payment until the defect has been properly remedied. In this case, the payment periods begin with the complete settlement of the complaint, whereby an agreed discount claim remains.

7. Warranty, Product Liability and Compensation

7.a. The supplier is liable according to the statutory provisions.
7.b. The supplier assumes full liability for all deliveries and services for a period of 18 months after delivery or commissioning. The supplier must remedy any defects that occur during this period upon request immediately at his own expense. All costs arising from the rectification of defects, such as transport, removal and installation costs, shall be borne by the supplier. The warranty period is suspended for the duration of the improvement work until the defect has been successfully rectified. A warranty period of 18 months from replacement or repair applies to parts that have been replaced or repaired under the warranty. The place of performance for remedying defects within the warranty obligation is at our discretion. Further statutory provisions remain unaffected.
7.c. If we, as a trading partner/broker of the end product, are liable for damage which can be traced back to defects in the basic material, product or partial product supplied by the supplier, the supplier must indemnify us from such liability and provide full recourse, independently from a fault.
7.d. The supplier undertakes, in particular in product liability cases, to satisfy all of our claims for compensation with regard to all products delivered by him, to reimburse any costs and expenses incurred and to indemnify and hold us harmless with regard to all product liability claims by third parties. The supplier must immediately notify us of the respective importer, manufacturer, sub-supplier and pre-supplier upon our initial request. He assures us that he will make all relevant evidence available in good time in any legal disputes.
7.e. The supplier is obliged to take out adequate insurance against any damage and risks and, if necessary, to provide the customer with proof of this insurance cover, to name the insurance company including the policy and to inform the customer of the location of the insurance company.

8. Confidentiality

8.a. All drawings, descriptions, specifications and the like provided for the preparation of offers or the execution of orders remain our property and must be returned to us with the offer or after the order has been executed. These may not be reproduced or made accessible to third parties without our written permission.
8.b. The supplier is obliged to treat the order and the resulting work as well as all associated technical and commercial documents and facilities as business secrets and to treat them as strictly confidential. In the case of partial subcontracting approved by us.

9. Property rights of third parties, prohibition of assignment, offsetting, transfer, transfer of ownership

9.a. The supplier undertakes to provide a delivery or service that is free of third-party property rights. The supplier is responsible for ensuring that third-party property rights are not infringed upon, particularly when executing the contract and using the object of the delivery or service. He indemnifies and holds us harmless with regard to any claims by third parties due to violations of property rights.
9.b. In particular, all deliveries must be made free of property rights of third parties. The supplier shall indemnify and hold us harmless in this respect and shall be liable for any disadvantages that we incur as a result of a breach of this condition.
9.c. Claims from deliveries made to us may only be assigned with our express prior written consent.
9.d. The supplier is not entitled to offset against counterclaims.
9.e. The supplier may not transfer its contractual rights and obligations to third parties without our express consent.

10. Place of Performance and Jurisdiction

10.a. The place of performance for the delivery/service is the place of destination specified by us.
10.b. The place of jurisdiction is the competent court at our place of business. German law applies exclusively. The parties may also agree on the jurisdiction of an arbitral tribunal. The occurrence of disputes does not entitle the supplier to withhold or discontinue deliveries and/or services that are due.

Faircut cutting solutions GmbH & Co. KG Status: August 2022