Please note: This English version is provided for informational purposes only. The german version is the legally binding version. In case of any discrepancies, the german version shall prevail.

General Purchasing Conditions (GPC) of
Dressler Group GmbH, Am Hambuch 11
§ 1 General, scope of application
(1) These General Purchasing Conditions (GPC) shall apply to all business relationships between the aforementioned companies (“Buyer”) and their business partners and suppliers (“Supplier”). The GPC shall only apply if the Supplier is an entrepreneur (§ 14 BGB [German Civil Code]), a legal entity under public law or a special fund under public law.
(2) The GPC shall apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), irrespective of whether the Supplier manufactures the goods itself or purchases them from its own suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the GPC in the version valid at the time of the Buyer’s order or in any case in the version last communicated to the Supplier in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) These GPC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we accept the Supplier’s deliveries without reservation in the knowledge of the Supplier’s general terms and conditions.
(4) Individual agreements made with the Supplier in specific cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC. 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 notifications to be made to us by the Supplier after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of cancellation) must be made in writing to be effective.
(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.

§ 2 Conclusion of contract
(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The preparation of offers by the Supplier shall always be free of charge and non-binding for us, unless expressly agreed otherwise. The Supplier shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of 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 Supplier is obliged to confirm our order in writing within a period of 3 working days or, in particular, to fulfil it without reservation by dispatching the goods (acceptance). Delayed acceptance shall be deemed a new offer and requires acceptance by us.
(3) We are entitled to demand changes to the delivery item even after conclusion of the contract, insofar as this is reasonable for the Supplier. Any resulting changes shall be reasonable with regard to the delivery date and in relation to additional or reduced costs in proportion to their value and shall only be effective with our consent.
(4) We advise that the conclusion of a contract by us in accordance with DIN EN ISO 50001 is also based on energy considerations.

§ 3 Delivery period and delay in delivery
(1) The delivery period specified by us in the order is binding. If the delivery period is not specified in the order and has not been agreed otherwise, it shall be 2 weeks from conclusion of the contract. The Supplier is obliged to inform us immediately in writing if it is likely to exceed agreed delivery periods – for whatever reason.
(2) If the Supplier fails to perform or fails to perform within the agreed delivery period or is in default, our rights – in particular to cancellation and damages – shall be determined in accordance with the statutory provisions. The provisions in para. 3 shall remain unaffected.
(3) If the Supplier is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damage caused by default in the amount of 1% (in words: one percent) of the net price per completed calendar week, but not more than a total of 5% (five percent) of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no loss at all or only a significantly lower loss has been incurred.
(4) The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service or of any contractual penalty that may have been forfeited; this shall apply until full payment of the remuneration owed by us for the delivery or service concerned.

§ 4 Performance, delivery, transfer of risk, default of acceptance
(1) Without our prior written consent, the Supplier shall not be authorised to have the service owed by it performed by third parties (e.g. subcontractors). The Supplier shall bear the procurement risk for its services unless otherwise agreed in individual cases (e.g. limitation to stock).
(2) Delivery shall be made within Germany “free domicile” to the place of receipt specified by us in the order. If the place of destination is not specified and nothing else has been agreed, the delivery shall be made to our place of business stated above. The respective place of destination is also the place of fulfilment for the delivery and any subsequent fulfilment (obligation to deliver).
(3) The goods shall be packed in accordance with the HPE Packaging Guidelines (edition valid at the time of the order). Packaging materials shall only be used to the extent required for this purpose. The environmental compatibility of the packaging must be ensured by the Supplier in accordance with the applicable regulations. Reusable or non-environmentally compatible packaging materials shall be taken back by the Supplier carriage paid.
(4) A delivery note stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order identification (date and number) must be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.
(5) The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of fulfilment. This shall also apply to “carriage paid” and “free domicile” deliveries by the Supplier. Partial deliveries require our express consent. Excess or short deliveries are only permitted to the extent customary in the trade.
(6) If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.
(7) The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Supplier must also expressly offer us its performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Supplier may demand compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract relates to a non-fungible item to be manufactured by the Supplier (customised production), the Supplier shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

§ 5 Prices and terms of payment
(1) The price stated in the order is binding. All prices are inclusive of statutory value added tax, unless this is shown separately.
(2) Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Supplier (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance). In the case of carriage forward delivery, we shall only bear the most favourable freight costs, unless we have specified a special type of shipment. Packaging costs shall be borne by the Supplier unless otherwise agreed in writing. If, in individual cases, we bear the costs of packaging, this shall be charged to us at the lowest possible rate.
(3) The agreed price shall be due for payment within 60 calendar days of complete delivery and performance (including any agreed acceptance and, if documentation or similar documents are part of the scope of performance, not before they have been handed over to us in accordance with the contract) and receipt of a proper invoice within the meaning of § 6 of these GPC. If we make payment within 14 calendar days, the Supplier shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process. The above provisions of this paragraph shall apply unless the terms of payment granted by the Supplier contain a more favourable provision for us.
(4) We do not owe any interest on arrears. The statutory provisions shall apply to default in payment. In any case, we shall be entitled to prove that the damage caused by default is less than that claimed by the Supplier.
(5) We shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the Supplier arising from incomplete or defective services.
(6) The Supplier shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

§ 6 Invoice
(1) When issuing invoices, the Supplier is obliged to comply with the applicable statutory requirements for invoices under the VAT law of the countries to whose VAT law the invoiced deliveries / services are subject. When applying the credit note procedure, the Supplier shall provide us with all data necessary to fulfil the aforementioned requirements of the applicable VAT law.
(2) The Supplier shall issue one invoice per order. The invoice shall state our complete order number and, if available, the Supplier’s delivery note number. Proof of performance and other supporting documents must be attached to the invoice. Invoices must correspond to the details in the order with regard to the description of the goods, price, quantity, sequence of items and item number. The invoice must be sent to the invoice address stated in our order.
(3) If the Supplier’s invoice does not fulfil the requirements described above, in particular if it contains an incorrect invoice address and/or incorrect designation of the invoice recipient’s company, the agreed purchase price shall not be due for payment in accordance with the provision of § 5 (3) of these GPC. In addition to the immediate correction of the invoice, the Supplier undertakes to pay us a contractual penalty in the amount of EUR 25.00 for each case of an incorrectly issued invoice.
(4) If we receive invoices for services that were not commissioned by us and/or not provided by the invoice issuer, we shall be entitled to demand a contractual penalty of EUR 250.00 to compensate for the expenses incurred by us in processing the unauthorised claim. The assertion of further damages remains unaffected by this.

§ 7 Obligations of the Supplier
(1) Upon conclusion of the contract, the Supplier undertakes to consult the “Information sheet for employees of external companies for work on the premises of …( Buyer)” provided by us on our company website and to observe and comply with the provisions therein at all times.
(2) Furthermore, the Supplier shall enter into voluntary commitments towards us in accordance with the following provisions:

1. Prohibition of corruption: We do not tolerate any form of corruption or bribery. No personal influence or obligation may be established. If gifts are considered polite and customary in some countries, this must not create any dependency. National law must always be observed. Government officials must never be given gifts to influence a decision.
2. Compliance with the law: The maximum working hours according to the applicable labour law (Working Hours Act) apply. A maximum working time of 48 hours per week (maximum 60 hours including overtime) is permitted. Mandatory breaks are granted and observed.
3. Payment of fair wages and salaries: Wages and salaries are based on the applicable statutory regulations and the contracts concluded under individual law. The aim is to achieve a fair and performance-related wage structure.
4. Prohibition of forced labour and corporal punishment: Disciplinary measures using direct or indirect force are prohibited. Employees may never be intimidated or forced to work. This also includes verbal, psychological or physical violence, as well as coercion or harassment (including of a sexual nature).
5. Prohibition of discrimination: All employees are to be treated equally, regardless of: gender, skin colour, age, race, religion, political opinion, any physical or mental disability, ethnic, national or social origin, sexual orientation or other personal characteristics, membership of an employee organisation. Freedom of association is recognised to the extent permitted by law.
6. Safe and healthy working conditions: The Supplier shall take measures to prevent damage to health and accidents. Employees shall be trained in occupational safety at regular intervals. Every employee shall have access to clean toilets and drinking water in sufficient quantities.

7. Prohibition of child labour: Employees under the age of 15 may not be employed under any circumstances. The restriction on youth employment in accordance with the Youth Labour Protection Act must be observed.
8. Environmental protection: Applicable laws, standards and procedures must be integrated within the company, complied with and regularly monitored. The Supplier shall work continuously to avoid and minimise environmental pollution. The Supplier guarantees the proper disposal of waste, especially hazardous substances. This also applies to waste water and emissions.
   The Supplier shall comply with the European Community REACH Regulation (EC 1907/2006) and the products and parts supplied shall not contain any products, materials or substances that are prohibited under the relevant laws and regulations of the Supplier’s home country, the European Union or any of the countries in which the products or parts are placed on the market and used.

§ 8 Audits during the execution of the contract
(1) We shall have the right to inspect the performance of the contract by the Supplier. For this purpose, we shall be entitled to enter the Supplier’s plant during normal operating hours after prior notification and to inspect the facilities and equipment relevant for the fulfilment of the contract. The Supplier and the Buyer shall each bear the expenses incurred by them as a result of the inspection.
(2) Our contractual and/or statutory rights shall not be affected by such audits.

§ 9 Confidentiality and documents
(1) We reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.
(2) The above provision shall apply 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 Supplier for production. Such items shall – as long as they are not processed – be stored separately at the Supplier’s expense and insured to an appropriate extent against destruction and loss.
(3) Any processing, mixing or combination (further processing) of items provided by the Supplier shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(4) Der Lieferant darf nur mit unserer vorherigen schriftlichen Zustimmung auf die bestehende Geschäftsverbindung hinweisen.

§ 10 Spare parts
(1) The Supplier is obliged to keep spare parts for the products delivered to us in stock for a period of at least 10 years after delivery in order to ensure their usability and operational capability.
(2) If the Supplier intends to discontinue the production of spare parts for the products delivered to us, it shall notify us of this immediately after the decision to discontinue. Subject to paragraph 1, this decision must be made at least 6 months before production is discontinued.

§ 11 Retention of title
(1) The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price.
(2) However, if in individual cases we accept an offer from the Supplier for transfer of ownership conditional on payment of the purchase price, the Supplier’s reservation of title shall expire at the latest upon payment of the purchase price for the delivered goods. On the basis of the retention of title, the Supplier may only demand the return of the goods if it has cancelled the contract.
(3) We shall remain authorised 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 the resale shall apply). This excludes all other forms of reservation of title, in particular the extended reservation of title, the forwarded reservation of title and the reservation of title extended to further processing as well as current account and group reservations of title.

§ 12 Defective delivery
(1) The Supplier shall provide us with the goods free of material defects and defects of title. In particular, it shall be responsible for ensuring that its deliveries and services comply with the recognised rules of technology, with the contractually agreed properties and standards, and with safety, occupational health and safety, accident prevention and other regulations.
(2) The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective instructions for assembly, operation or use) and in the event of other breaches of duty by the Supplier, unless otherwise stipulated below.
(3) In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions which – in particular by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these GPC shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the Supplier or the manufacturer.
(4) Notwithstanding § 442 para. 1 sentence 2 BGB, we shall also be entitled to claims for defects without restriction if the defect remained unknown to us upon conclusion of the contract due to gross negligence.
(5) The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination, including the delivery documents, as well as during our quality control in the random sampling procedure (e.g. transport damage, incorrect and short delivery). If acceptance has been agreed, there is no obligation 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. The Supplier must align its quality management system and its quality assurance measures with this reduced incoming goods inspection. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed to be immediate and timely if it is received by the Supplier within 10 working days. The period for the notification of defects shall commence at the time at which we discovered or should have discovered the defect.
(6) The costs incurred by the Supplier for the purpose of inspection and subsequent fulfilment (including any removal and installation costs) shall be borne by the Supplier even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy defects shall remain unaffected; in this respect, however, we shall only be liable if we recognised or were grossly negligent in not recognising that there was no defect.
(7) If the Supplier fails to fulfil its obligation of subsequent performance – at our discretion either by remedying the defect (subsequent improvement) 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 of the necessary expenses or a corresponding advance payment from the Supplier. If subsequent fulfilment by the Supplier has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Supplier of such circumstances immediately, if possible in advance.
(8) Furthermore, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.

§ 13 Supplier recourse
(1) Our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) shall accrue to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent fulfilment (rectification or replacement delivery) from the Supplier that we owe to our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
(2) Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 478 (2), 439 (2) BGB), we shall notify the Supplier and request a written statement, briefly explaining the facts of the case. If the statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer; in this case, the Supplier shall be responsible for providing evidence to the contrary.
(3) Our claims arising from supplier recourse shall also apply if the goods have been further processed by us or one of our customers, e.g. by incorporation into another product, prior to their sale to a consumer.

§ 14 Producer liability
(1) If the Supplier is responsible for product damage, it shall indemnify us against third-party claims to the extent that the cause lies within its sphere of control and organisation and it is itself liable in relation to third parties.
(2) Within the scope of its obligation to indemnify, the Supplier shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with claims asserted by third parties, including recall actions carried out by us. Any further claims for damages shall remain unaffected. We shall inform the Supplier of the content and scope of recall measures – as far as possible and reasonable – and give the Supplier the opportunity to comment. Further statutory claims shall remain unaffected.
(3) The Supplier is obliged to take out and maintain product liability insurance with sufficient minimum cover for personal injury and property damage.

§ 15 Property rights
(1) In accordance with paragraph 2, the Supplier warrants that the products it supplies do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which it manufactures the products or has them manufactured.
(2) The Supplier is obliged to indemnify us against all claims asserted against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim shall exist irrespective of any fault on the part of the Supplier.
(3) Our further statutory claims due to defects of title in the products delivered to us shall remain unaffected.
§ 16 Declarations of originating status
In the event that the Supplier makes declarations regarding the originating status of the goods sold, the following shall apply:

1. The Supplier undertakes to facilitate the verification of the proof of origin by the customs administration and to provide the necessary information as well as any necessary confirmations.
2. The Supplier is obliged to compensate for any damages resulting from non-recognition of the declared origin by the relevant authority, on account of incorrect certification or inadequate opportunity for verification, unless the Supplier is not responsible for these consequences.

§ 17 Statute of limitations
(1) The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
(2) Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims for defects is 2 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 2-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for proprietary claims for restitution by third parties (Section 438 (1) No. 1 BGB) shall remain unaffected; claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right – in particular in the absence of a limitation period – against us.
(3) The Supplier hereby assigns to us – on account of performance – all claims to which it is entitled against its upstream suppliers on the occasion of or in connection with the delivery of defective goods or goods that lack guaranteed characteristics. The Supplier shall hand over to us all documents required for the assertion of such claims.
(4) The limitation periods under sales law, including the above extension, shall apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

§ 18 Final provisions
(1) These GPC and the contractual relationship between us and the Supplier shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) Amendments and supplements to this agreement must be made in writing to be effective. Any waiver of the written form requirement by the contracting parties must also be in writing.
(3) The invalidity or unenforceability of a provision or parts of a provision of the contract shall have no influence on the existence and continuation of the respective contract.
(4) If the Supplier 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 shall be Bonn, Germany. The same shall apply if the Supplier is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GPC or an overriding individual agreement or at the Supplier’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.