1 Scope, form

1. These General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our business partners and suppliers (“Seller”). The GTCP apply only if the Seller is an entrepreneur (Section 14 German Civil Code (BGB)), a legal entity under public law, or a special fund under public law.
2. The GTCP apply in particular to contracts for the sale and/or delivery of movable items (“Goods”), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the GTCP in the version valid at the time of the Buyer’s order, or in any event the version last communicated to the Seller in text form, shall also apply as a framework agreement to similar future contracts, without us having to refer to them again in each individual case.
3. These GTCP apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Seller shall become part of the contract only if and to the extent that we have expressly agreed to their applicability in writing. This requirement for consent applies in all cases, for example even if, in knowledge of the Seller’s general terms and conditions, we accept the Seller’s deliveries without reservation.
4. Individual agreements made with the Seller in individual cases (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these GTCP. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
5. Legally relevant declarations and notices by the Seller relating to the contract (e.g. setting a deadline, reminder, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in case of doubts about the declarant’s authority, remain unaffected.
6. References to the applicability of statutory provisions are for clarification only. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTCP.

2 Conclusion of contract

1. Our order shall become binding at the earliest upon written submission or confirmation. The Seller must notify us of obvious errors (e.g. typographical and calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not to have been concluded.
2. The Seller is required to confirm our order in writing within a period of 8 days/weeks or, in particular, to execute it without reservation by dispatching the Goods (acceptance).
   Late acceptance shall be deemed a new offer and requires acceptance by us.

3 Delivery time and delay in delivery

1. The delivery time stated by us in the order is binding. If the delivery time is not stated in the order and has not otherwise been agreed, it shall be 2 weeks from conclusion of the contract. The Seller is obliged to inform us immediately in writing if it is likely that it will not be able to meet agreed delivery times for any reason whatsoever.
2. If the Seller does not perform, or does not perform within the agreed delivery time, or is in default, our rights—especially withdrawal and damages—shall be governed by the statutory provisions. The provisions in para. 3 remain unaffected.
3. If the Seller is in default, we may—alongside further statutory claims—demand lump-sum compensation for our delay damage in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the Goods delivered late. We reserve the right to prove that higher damage has been incurred. The Seller reserves the right to prove that no damage at all, or only significantly lower damage, has been incurred.

4 Performance, delivery, transfer of risk, default of acceptance

1. Without our prior written consent, the Seller is not entitled to have the performance owed by it rendered by third parties (e.g. subcontractors). The Seller bears the procurement risk for its performance unless otherwise agreed in individual cases (e.g. limitation to stock on hand).
2. Delivery within Germany shall be made “carriage paid” to the place specified in the order. If the place of destination is not specified and nothing else is agreed, delivery shall be made to our registered office in Iserlohn. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver to the place of performance).
3. A delivery note must be enclosed with the delivery stating the date (issue and dispatch), the contents of the delivery (item number and quantity), and our order reference (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. Separate from the delivery note, a corresponding dispatch notice with the same content must be sent to us.
4. The supplier must comply with all requirements of applicable national and international customs and foreign trade law. No later than two weeks after the order, and immediately in the event of changes, it must provide us in writing with all information and data we require to comply with customs and foreign trade law for export, import, and re-export. If the supplier breaches this obligation, it shall bear all expenses and damages incurred by ecom as a result, unless the supplier is not responsible for the breach of duty.
5. The supplier is also responsible for determining whether the deliveries/services to us are to be classified as dangerous goods. It must inform us accordingly and immediately send us the necessary binding declarations, correctly completed and legally signed.
6. The deliveries must comply with the applicable European statutory provisions, in particular the safety and environmental protection provisions such as Directive 2001/95/EC, EU Regulation No. 1907/2006, Directive 2011/65/EU, and the harmonised standards and parts of these standards, the references of which are published in the Official Journal of the European Union.
   In particular, they must not contain any substances that are subject to statutory restrictions. The supplier further warrants that its deliveries comply with the current limit values of the OHS Directive 2011/65/EU. This also applies to products that do not fall within the scope of the Directive. The only exceptions are products that clearly cannot be components of electronic products from the ecom product range, such as packaging, office supplies, office furniture, operating supplies, etc.
   If a product is subject to a substance information obligation or makes use of exemptions from substance restrictions, in particular if it falls under an exemption in Annex III or IV of EU Directive 2011/65EU or contains substances listed on the current candidate list pursuant to Article 59(1) of Regulation (EC) No. 1907/2006, the supplier must notify ecom at the time of the first delivery of the Goods by declaration to the following email address:
   If requested, the supplier will receive an overview of prohibited substances and substances relevant for declaration upon our request.
7. For the warranted properties, the supplier must keep special records in German of manufacturing and testing processes, the content of which, as well as the testing specifications, shall be agreed separately. The supplier must impose the same obligations on its upstream suppliers to the same extent. All technical documentation must be provided to the purchaser free of charge in duplicate in German.
8. The risk of accidental loss and accidental deterioration of the item shall pass 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, where acceptance is agreed, the statutory provisions of the law on contracts for work and services shall apply accordingly. Handover or acceptance shall be deemed to have taken place if we are in default of acceptance.
9. The statutory provisions apply to the occurrence of our default of acceptance. However, the Seller must expressly offer its performance to us even if a specific or determinable calendar time has been agreed for an act or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand reimbursement of its additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract concerns a non-fungible item to be manufactured by the Seller (custom-made item), the Seller shall have further rights only if we were obliged to cooperate and are responsible for the failure to cooperate.

5 Prices and payment terms

1. The price stated in the order is binding. All prices include statutory VAT unless it is shown separately.
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 ancillary 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 after complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we pay within 14 calendar days, the Seller grants us a 3% cash discount on the net invoice amount. In the case of bank transfer, payment is made in time if our transfer order is received by our bank before expiry of the payment period; we are not responsible for delays caused by the banks involved in the payment process.
4. We do not owe any interest on maturity. The statutory provisions apply to default in payment.
5. We are entitled to rights of set-off and retention as well as the defence of non-performance to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we still have claims against the Seller arising from incomplete or defective performance.
6. The Seller shall have a right of set-off or retention only in respect of counterclaims that have been finally adjudicated or are undisputed.

6 Confidentiality and retention of title

1. We reserve ownership and copyright in illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents may be used exclusively for the contractual performance and must be returned to us after completion of the contract. They must be kept confidential from third parties, including after termination of the contract. The confidentiality obligation shall expire only when and insofar as the knowledge contained in the documents provided has become generally known.
2. The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples, and other items that we provide to the Seller for manufacturing. Such items must—so long as they are not processed—be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.
3. Any processing, mixing, or combining (further processing) of provided items by the Seller shall be carried out for us. The same applies if we further process the delivered Goods, so that we shall be deemed the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
4. Transfer of ownership of the Goods to us shall take place unconditionally and regardless of payment of the price. However, if in an individual case we accept an offer by the Seller to transfer ownership subject to payment of the purchase price, the Seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. In the ordinary course of business, we remain authorised to resell the Goods even before payment of the purchase price, with advance assignment of the resulting receivable (alternatively, applicability of the simple retention of title extended to resale). This excludes in any event all other forms of retention of title, in particular the extended retention of title, the passed-on retention of title, and the retention of title extended to further processing.

7 Defective delivery

1. The statutory provisions apply to our rights in the event of material defects and defects of title in the Goods (including incorrect and short delivery as well as improper installation, defective installation, operating or user instructions) and in the event of other breaches of duty by the Seller, unless otherwise provided below.
2. In accordance with the statutory provisions, the Seller is liable in particular for ensuring that the Goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions that—especially by designation or reference in our order—are the subject matter of the respective contract or have been incorporated into the contract in the same way as these GTCP shall be deemed an agreement on quality. It makes no difference whether the product description originates from us, the Seller, or the manufacturer.
3. By way of derogation from Section 442(1) sentence 2 BGB, we are entitled to defect claims without restriction even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.
4. The statutory provisions apply to the commercial duty to inspect and give notice of defects (Sections 377, 381 German Commercial Code (HGB)) with the following proviso: Our duty to inspect is limited to defects that become apparent during our incoming goods inspection upon external examination, including the delivery documents (e.g. transport damage, incorrect and short delivery), or that are identifiable in our quality control on a random-sample basis. If acceptance is agreed, there is no duty to inspect. 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 duty to give notice of defects discovered later remains unaffected. Irrespective of our duty to inspect, our notice (notification of defects) shall in any case be deemed immediate and timely if it is sent within 8 working days of discovery or, in the case of obvious defects, of delivery.
5. Subsequent performance also includes removal of the defective Goods and reinstallation, provided the Goods were installed in another item in accordance with their intended use. The Seller shall bear the costs incurred for the purpose of inspection and subsequent performance (including any removal and installation costs) even if it turns out that there was in fact no defect. Our liability for damages in the event of an unjustified request for remedy of defects remains unaffected; in this respect, however, we shall be liable only if we recognised, or through gross negligence failed to recognise, that no defect existed.
6. If the Seller fails to fulfil its obligation of subsequent performance—at our option by remedying the defect (repair) or by delivering a defect-free item (replacement delivery)—within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the Seller of the expenses required for this, or an appropriate advance payment. No deadline is required if subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety, or imminent occurrence of disproportionate damage); we will inform the Seller of such circumstances without undue delay, if possible in advance.
7. In all other respects, in the event of a material defect or defect of title, we are entitled under the statutory provisions to reduce the purchase price or to withdraw from the contract. In addition, we are entitled under the statutory provisions to damages and reimbursement of expenses.

8 Supplier recourse

1. Our statutory recourse claims within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) are available to us without restriction in addition to defect claims. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement delivery) that we owe our customer in the individual case. Our statutory right of choice (Section 439(1) BGB) is not restricted by this.
2. Before we acknowledge or satisfy a defect claim asserted by our customer (including reimbursement of expenses pursuant to Sections 478(2), 439(2) BGB), we will notify the Seller and request a written statement within a short period, briefly outlining the facts. If no statement is 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 proof to the contrary.
3. Our claims from supplier recourse also apply if the Goods were further processed by us or one of our customers before being sold to a consumer, e.g. by installation in another product.

9 Product liability

1. If the Seller is responsible for product damage, it shall indemnify us against third-party claims to that extent, insofar as the cause lies within its sphere of control and organisation and it is itself liable vis-à-vis third parties.
2. Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683, 670 BGB that arise from or in connection with third-party claims, including recall actions carried out by us. We will inform the Seller—where possible and reasonable—about the content and scope of recall measures and give it the opportunity to comment. Further statutory claims remain unaffected.
3. The Seller must take out and maintain product liability insurance with a flat coverage sum of at least EUR 5 million per personal injury/property damage. The Seller must provide evidence of insurance coverage within 1 month after conclusion of the contract.

10 Limitation period

1. The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise provided below.
2. By way of derogation from Section 438(1) no. 3 BGB, the general limitation period for defect claims is 3 years from transfer of risk. If acceptance is agreed, the limitation period begins upon acceptance. The 3-year limitation period applies accordingly to claims for defects of title, whereby the statutory limitation period for in rem surrender claims of third parties (Section 438(1) no. 1 BGB) remains unaffected; moreover, claims for defects of title shall in no case become time-barred as long as the third party can still assert the right against us—especially due to the absence of limitation.
3. The limitation periods under sales law, including the above extension, apply—within the statutory scope—to all contractual defect claims. If we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (Sections 195, 199 BGB), unless application of the limitation periods under sales law leads to a longer limitation period in the individual case.

11 Spare parts

The supplier is obliged to keep spare parts for the products delivered to us available for a period of at least 5 years after the last delivery. If the supplier intends to discontinue the production of spare parts for the products delivered to us, it will inform us immediately after the decision to discontinue.

12 Choice of law and place of jurisdiction

1. These GTCP 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 Convention on Contracts for the International Sale of Goods (CISG).
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—also international—place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Iserlohn. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 BGB. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTCP or a prevailing individual agreement, or at the Seller’s general place of jurisdiction. Prevailing statutory provisions, in particular on exclusive jurisdiction, remain unaffected.