General Terms and Conditions of Purchase of EMIG GmbH

As of: April 2025

The following General Terms and Conditions of Purchase (hereinafter “GTC-P”) govern the business relationships between EMIG GmbH (hereinafter “Buyer” or “we”) and our suppliers (hereinafter “Seller”). They apply to all contracts for the purchase of goods as well as the procurement of services and work performances, provided the Seller is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law. These GTC-P are provided to our contractual partners in the course of contract conclusion and form the basis of our purchasing processes. Publication on our website serves informational purposes only and does not constitute an offer to conclude a contract.

§ 1 Scope of Application, Form, Supplier Data

1. These General Terms and Conditions of Purchase (hereinafter “GTC-P”) apply to all contracts for the purchase of goods (regardless of whether the Seller manufactures the goods themselves or procures them from suppliers, §§ 433, 650 BGB) and the procurement of services and work performances (including software and data) with our business partners and suppliers (hereinafter “Seller”). The terms “Seller” and “Buyer” (or “we”/“us” – used respectively for EMIG GmbH) are applied to all aforementioned contracts, irrespective of the type of contract. The GTC-P apply only if the Seller is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
   
   
2. Unless otherwise agreed, the GTC-P in the version valid at the time of the Buyer’s order or, in any case, in the version most recently communicated to the Seller in text form, shall also serve as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
   
   
3. These GTC-P apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Seller shall not become part of the contract, even if the Seller refers to their terms in the order confirmation and we do not expressly object. This shall only apply differently and to the extent that we have expressly agreed in writing to the validity of deviating conditions.
   
   
4. Individual agreements (e.g., framework supply agreements, quality assurance agreements, confidentiality agreements) and details in our order take precedence over the GTC-P. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of contract conclusion.
   
   
5. Legally relevant declarations and notifications by the Seller regarding the contract (e.g., setting deadlines, reminders, withdrawal) must be made in writing. For the purposes of these GTC-P, “in writing” includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, particularly in case of doubts about the legitimacy of the declaring party, remain unaffected.
   
   
6. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions apply unless they are directly amended or expressly excluded in these GTC-P.
   
   
7. The Seller shall provide the Buyer with their supplier master data – where applicable, via a database set up by the Buyer for this purpose – and keep it up to date. To the extent that the Seller is obliged under statutory regulations or these GTC-P to submit certificates, declarations, or other evidence, the Seller shall promptly provide these with the current validity date to the Buyer – where applicable, via a database set up by the Buyer for this purpose. The Seller shall immediately and fully inform the Buyer in writing of any company name changes, changes in legal form, or significant changes in their ownership, shareholder, or participation structure relevant to the business relationship between Seller and Buyer.

§ 2 Conclusion of Contract

1. Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller must notify us of obvious errors (e.g., typographical or calculation errors) and incompleteness in the order, including order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not concluded.
   
   
2. The contract is concluded by a written order from the Buyer and the corresponding acceptance by the Seller. Any action taken by the Seller to fulfill an order also constitutes acceptance of the order. This also applies to the conclusion of a framework agreement through the corresponding acceptance of a framework order. Each individual order must be confirmed by the Seller in writing without delay, stating the binding delivery time, agreed price, order number, and order date. Until the individual order is confirmed in writing by the Seller, the Buyer is entitled to revoke the individual order.
   
   
3. After order acceptance, the Buyer may request changes to the subject matter of the contract in terms of design and quantity, provided this is reasonable for the Seller. The Seller is obliged to immediately assess such changes for feasibility as well as their impact on quality, deadlines, and costs, and to inform the Buyer of the results in writing. If a change results in an increase or decrease in costs and/or a delay, the Seller must indicate this simultaneously with their change proposal or promptly after receipt of the Buyer’s change request and submit a corresponding supplementary offer. The change shall be implemented through a written agreement specifying the remuneration, additional or reduced costs, and any deadline adjustments.

§ 3 Delivery Time and Delay in Delivery

1. The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been otherwise agreed, the parties shall agree on a delivery date in writing, taking appropriate account of any urgency from the Buyer’s perspective. The Seller is obliged to inform us immediately in writing if they are unlikely to meet agreed delivery times – for whatever reason.
   
   
2. If the Seller fails to perform or deliver within the agreed delivery time or falls into default, our rights – particularly to withdrawal and damages – shall be governed by statutory provisions. The provisions in paragraph 3 remain unaffected.
   
   
3. If the Seller is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our default damages in the amount of 1% of the net price per completed calendar week, but not exceeding 5% of the net price of the delayed goods in total. We reserve the right to prove higher damages. The Seller reserves the right to prove that no damage or significantly less damage has occurred.

§ 4 Performance, Delivery, Transfer of Risk, Default in Acceptance

1. Without our prior written consent, the Seller is not entitled to have the performance owed by them provided by third parties (e.g., subcontractors). The Seller bears the procurement risk for their performance. They are not entitled to provide partial performance.
   
   
2. Delivery within Germany shall be made “free domicile” to the location specified in the order. If the destination is not specified and nothing else is agreed, delivery shall be made to our registered office at Steinhohl 18, 35398 Gießen, Germany. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).
   
   
3. A delivery note stating the date (issue and shipment), contents of the delivery (article number and quantity), and our order reference (date and number) must accompany the delivery. If the delivery note is missing or incomplete, we shall not be responsible for resulting delays in processing and payment. Separate from the delivery note, a corresponding shipping notification with the same content must be sent to us.
   
   
4. The risk of accidental loss and accidental deterioration of the goods passes to us upon handover at the place of performance. If acceptance is agreed, it shall be decisive for the transfer of risk. In all other respects, the statutory provisions of work contract law shall apply accordingly in the case of acceptance.
   
   
5. Statutory provisions apply to the occurrence of our default in acceptance. However, the Seller must expressly offer their performance to us even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g., provision of materials). If we fall into default of acceptance, the Seller may demand reimbursement of their additional expenses in accordance with statutory provisions (§ 304 BGB). If the contract concerns a non-fungible item to be produced by the Seller (custom production), the Seller shall have further rights only if we are obliged to cooperate and are responsible for failing to do so.
   
   
6. If the performance to be provided consists of work or delivery of work, formal acceptance is required. Upon the Seller’s notification of completion, the Buyer shall carry out the acceptance. A formal acceptance protocol shall be drawn up. Acceptance shall be withheld until the Seller has rectified identified defects. Defect rectification must occur promptly within the deadline set by the Buyer. Acceptance cannot be refused due to minor defects. There is no entitlement to partial acceptance. Any fiction of acceptance is excluded. Payments by the Buyer do not signify acceptance of the performance.

§ 5 Prices and Payment Terms

1. The price specified in the order is binding. All prices include statutory VAT unless it is separately indicated.
   
   
2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Seller (e.g., assembly, installation) as well as all incidental costs (e.g., proper packaging, transport costs including any transport and liability insurance).
   
   
3. The agreed price is due for payment within 30 calendar days from complete delivery and performance (including any agreed acceptance, if applicable) and receipt of a proper invoice. In the case of bank transfer, payment is deemed timely if our transfer order is received by our bank before the payment deadline expires; we are not responsible for delays caused by the banks involved in the payment process.
   
   
4. We do not owe maturity interest. Statutory provisions apply to payment default.
   
   
5. We are entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold due payments as long as we have claims against the Seller arising from incomplete or defective performance.
   
   
6. The Seller has a right of set-off or retention only for counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and Retention of Title

1. We reserve property rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to us upon completion of the contract. They must be kept confidential from third parties, even after the contract ends. The confidentiality obligation expires only if and to the extent that the knowledge contained in the provided documents becomes generally known. Special confidentiality agreements and statutory confidentiality regulations remain unaffected.
   
   
2. The above provision applies accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as tools, templates, samples, and other items provided by us to the Seller for production. Such items – as long as they are not processed – must be stored separately at the Seller’s expense and insured to a reasonable extent against destruction and loss.
   
   
3. Any processing, mixing, or combination (further processing) of provided items by the Seller is performed on our behalf. The same applies to further processing of the delivered goods by us, so that we are deemed the manufacturer and acquire ownership of the product in accordance with statutory provisions no later than upon further processing.
   
   
4. The transfer of ownership of the goods to us must occur unconditionally and regardless of payment of the price. However, if we accept an offer from the Seller for transfer of ownership conditional upon payment of the purchase price in an individual case, the Seller’s retention of title expires no later than upon payment of the purchase price for the delivered goods. We remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price, with advance assignment of the resulting claim (alternatively, the simple retention of title extended to resale applies). All other forms of retention of title, in particular the extended, forwarded, or retention of title extended to further processing, are excluded.

§ 7 Defective Delivery

1. Unless otherwise specified in these Terms and Conditions of Purchase, our rights in the event of material and legal defects in the goods (including incorrect or short delivery, improper assembly/installation, or defective instructions) and other breaches of duty by the Seller are governed by statutory provisions and, exclusively in our favor, the following supplements and clarifications.
   
   
2. Pursuant to statutory provisions, the Seller is liable, in particular, for ensuring that the goods have the agreed quality at the time of transfer of risk to us. At a minimum, those product descriptions that – particularly by designation or reference in our order – form part of the respective contract or have been incorporated into the contract in the same manner as these GTC-P are deemed an agreement on quality. It makes no difference whether the product description originates from us, the Seller, or the manufacturer.
   
   
3. For goods with digital elements or other digital content, the Seller is obliged to provide and update the digital content at least to the extent resulting from a quality agreement pursuant to paragraph 2 or other product descriptions by the manufacturer or on their behalf, particularly on the internet, in advertising, or on the product label.
   
   
4. We are not obliged to inspect the goods or make special inquiries about potential defects at the time of contract conclusion. Partially deviating from § 442 (1) sentence 2 BGB, we are therefore entitled to unrestricted defect claims even if a defect remained unknown to us at the time of contract conclusion due to gross negligence.
   
   
5. The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and notify of defects with the following proviso: Our inspection obligation is limited to defects that become apparent during our incoming goods inspection through external examination, including delivery documents (e.g., transport damage, incorrect or short delivery), or that are identifiable during our quality control in a random sampling procedure. If acceptance is agreed, there is no inspection obligation. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to notify of defects discovered later remains unaffected. Notwithstanding our inspection obligation, our notification (defect report) is deemed prompt and timely if it is sent within 20 working days from discovery or, in the case of obvious defects, from delivery.
   
   
6. Subsequent performance also includes the removal of defective goods and reinstallation, provided the goods were installed in or attached to another item in accordance with their type and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and reinstallation costs) remains unaffected. The Seller bears the expenses necessary for inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and reinstallation costs, even if it turns out that no defect actually existed. Our liability for damages in the case of an unjustified demand for defect rectification remains unaffected; however, we are liable only if we recognized or grossly negligently failed to recognize that no defect existed.
   
   
7. Notwithstanding our statutory rights and the provisions in paragraph 5: If the Seller fails to fulfill their obligation for subsequent performance – at our discretion through defect rectification (repair) or delivery of a defect-free item (replacement) – within a reasonable period set by us, we may rectify the defect ourselves and demand reimbursement from the Seller for the necessary expenses or a corresponding advance. If subsequent performance by the Seller has failed or is unreasonable for us (e.g., due to particular urgency, risk to operational safety, or imminent occurrence of disproportionate damage), no deadline need be set; we will inform the Seller of such circumstances promptly, if possible in advance.
   
   
8. Otherwise, in the case of a material or legal defect, we are entitled to reduce the purchase price or withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to damages and reimbursement of expenses pursuant to statutory provisions.

§ 8 Supplier Recourse

1. Our legally determined claims for expenses and recourse within a supply chain (supplier recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 (5), 327u BGB) are available to us without restriction alongside defect claims. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement) that we owe our customer in the individual case; for goods with digital elements or other digital content, this also applies to the provision of necessary updates. Our statutory right of choice (§ 439 (1) BGB) is not restricted by this.
   
   
2. Before we acknowledge or fulfill a defect claim asserted by our customer (including reimbursement of expenses pursuant to §§ 445a (1), 439 (2), (3), (6) sentence 2, 475 (4) BGB), we will notify the Seller and request a written statement briefly outlining the facts. If a substantiated statement is not provided within a reasonable period and no amicable solution is reached, the defect claim actually granted by us shall be deemed owed to our customer. In this case, the Seller bears the burden of proving otherwise.
   
   
3. Our claims from supplier recourse also apply if the defective goods have been combined with another product or further processed in any way by us, our customer, or a third party, e.g., through installation, attachment, or assembly.

§ 9 Liability, Producer Liability

1. Unless otherwise regulated in these Terms and Conditions of Purchase, the Seller is liable in accordance with statutory provisions. The Seller is obliged to adequately insure the liability risks associated with the performance, both in terms of scope and amount, at their own expense through appropriate insurance and to provide evidence of this to the Buyer upon request.
   
   
2. If the Seller is responsible for product damage, they shall indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they are liable in external relations.
   
   
3. Within the scope of their indemnification obligation, the Seller shall reimburse expenses pursuant to §§ 683, 670 BGB arising from or in connection with third-party claims, including recall actions carried out by us. We will inform the Seller – to the extent possible and reasonable – about the content and scope of recall measures and give them the opportunity to comment. Further statutory claims remain unaffected.
   
   
4. The Seller shall take out and maintain product liability insurance with a lump-sum coverage of at least 5 (five) million EUR per personal injury/property damage event.

§ 10 Limitation Period

1. The mutual claims of the contracting parties shall lapse in accordance with statutory provisions unless otherwise specified below.
   
   
2. Deviating from § 438 (1) No. 3 BGB, the general limitation period for defect claims is 3 years from the transfer of risk. If acceptance is agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims arising from legal defects, while the statutory limitation period for third-party claims for surrender in rem (§ 438 (1) No. 1 BGB) remains unaffected; claims arising from legal defects shall, moreover, not lapse as long as the third party can still assert the right against us – in particular due to lack of limitation.
   
   
3. The limitation periods of sales law, including the aforementioned extension, apply – to the extent provided by law – to all contractual defect claims. To the extent that we are entitled to non-contractual damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) applies unless the application of the limitation periods of sales law results in a longer limitation period in the individual case.

§ 11 Choice of Law and Jurisdiction, Severability Clause

1. These GTC-P and the contractual relationship between us and the Seller are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Sales Convention, and excluding conflict-of-law rules.
   
   
2. If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from the contractual relationship is Freiburg im Breisgau, Germany. The same applies if the Seller is an entrepreneur within the meaning of § 14 BGB. However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC-P or a overriding individual agreement, or at the Seller’s general place of jurisdiction. Overriding statutory provisions, particularly regarding exclusive jurisdiction, remain unaffected.
   
   
3. Should one or more provisions of the contract be invalid or void or contain a gap, this shall not affect the validity of the remaining provisions. The invalid or ineffective provisions shall be interpreted or replaced by the parties in good faith and within reasonable limits so as to correspond to the intended economic purpose. The same shall apply in the event of a gap.