conditions of purchase

the REFORM Grinding Technology GmbH with headquarters at Weserstraße 24 u. 26 in 36043 Fulda, Germany
(hereinafter referred to as "Customer")

These Terms and Conditions of Purchase shall apply to persons who, at the time the contract is concluded, are acting in their commercial or independent professional capacity (entrepreneurs), as well as to legal persons under public law or a special fund under public law (hereinafter referred to as supplier or contractor). The terms and conditions of purchase in their respective version shall also apply to future contracts for the purchase and/or delivery of movable goods with the same Seller, without reference being made to them again in each individual case.

1. general
a) In addition to any separate contractual agreements (individual agreements), all deliveries and services shall be based exclusively on these Terms and Conditions of Purchase. Deviating terms and conditions of the supplier shall not become part of the contractual relationship, even in the event of deviating order confirmations.
b) All contractual agreements (individual agreements) which may have been made separately, such as supplements or subsidiary agreements to these terms and conditions of purchase, require the written confirmation of the customer in order to be valid. This shall also apply to changes agreed after conclusion of the contract.
c) Only written orders are legally binding.
d) Samples, drawings, designs, specifications, manuals, forecasts or similar information of a physical or immaterial nature (also in electronic form) may not be made accessible or disclosed to third parties. The Purchaser reserves all proprietary rights and copyrights to them.
e) The Contractor undertakes to make confidential information of the Purchaser, in particular the information and documents designated as confidential, accessible to third parties only with the consent of the Purchaser. The Purchaser's ownership rights in the information provided shall not be restricted by their disclosure.
f) Prohibited activities: Except for the delivery of articles to Reform, the Supplier may not reverse engineer, develop or modify any articles for which the Supplier has received or obtained proprietary information,
manufacture, renovate, sell, offer for sale, or assist a third party in carrying out these activities.

2. order and order acceptance
a) Offers of the suppliers must be submitted in writing and are free of charge for the purchaser.
b) Orders shall be confirmed in writing by the Supplier at the latest after two (2) weeks. Delayed confirmation shall be deemed a new offer and shall require acceptance by the Purchaser.
c) The subcontracting of orders to third parties is only permissible with written approval.

3. prices and payment
a) Unless expressly stated otherwise, prices quoted to the customer shall include delivery "free domicile", including packaging, insurance and all customs duties and taxes.
Agreed prices are fixed prices.
b) Delivery and invoicing in accordance with the contract before or on the 15th or 25th of a month provided payment is made:

A) on the 15th or 25th of the following month with 3% cash discount
B) or on the 15th or 25th of the following month plus 90 days strictly net
C) or on the day of delivery and invoicing in conformity with the contract with 5% express account. The choice of the means of payment is left to the purchaser.
c) If neither the department to be ordered and the order date, nor the order number communicated to the supplier are clearly recognisable in the supplier's invoices and an allocation of the order number to the department to be ordered is not possible, the customer shall be entitled to choose the means of payment.
is impossible, the invoice amount shall not be due for payment.
d) In the event of non-contractual delivery, in particular defective delivery, the customer shall be entitled to withhold payment until proper fulfilment without loss of rebates, discounts or similar payment benefits.
e) Claims against the Purchaser may not be passed on to third parties without the Purchaser's consent. The regulation of §354a HGB remains unaffected by this.
f) The occurrence of our default in payment without a written reminder is excluded. In the event of default in payment, the default interest shall be five (5) percentage points above the base interest rate.

4. delivery, delivery time
The delivery time begins with the order date. The date of receipt of the goods by the customer shall be decisive for compliance with the delivery periods. If acceptance has been agreed, this shall be decisive for compliance with the delivery date.

a) Unless otherwise agreed, delivery shall be "free domicile".
b) If, exceptionally, collection by the customer has been agreed, the supplier must make the goods available in good time, taking into account the time for loading and dispatch to be agreed with the forwarding agent. In all other cases the Supplier shall be liable for delays in delivery caused by the freight forwarder in accordance with paragraph 4f.
c) The Supplier

c) The supplier guarantees that all customs regulations are observed and duly complied with by him. In particular, he guarantees that all proofs of preference and certificates of origin as well as supplier's declarations are properly issued.
d) If it is foreseeable that the Supplier will not be able to meet the agreed deadline, he must immediately notify the Purchaser thereof in writing, stating the reasons and the expected delay.
e) In the event of a delay in delivery, the Purchaser shall be entitled to the statutory claims.
f) Irrespective thereof, the Purchaser may, from the time of the delay in delivery, demand from the Supplier a contractual penalty of 0.5% of the order value per commenced week of delay up to a maximum of 5% of the order value. The right to claim further damages is expressly reserved. The right to demand payment of the agreed contractual penalty shall not be forfeited if the contractual penalty is not expressly reserved upon acceptance of the delayed delivery.
g) CE Declaration of Conformity/Manufacturer's Declaration

The products supplied must comply with the regulations, directives and standards applicable to the product in question. Should a manufacturer's declaration or a declaration of conformity (CE) in the sense of the EC Machinery Directive be required for the product, the supplier must draw up this declaration and make it available immediately on request at his own expense.

5 Place of Performance, Passing of Risk, Acceptance
a) The risk shall pass to the customer upon delivery of the goods at the customer's premises or at any other location designated by the customer. If the supplier is obliged to erect or assemble the goods or if an acceptance test is to be carried out, the risk shall not pass to the customer until the goods have been accepted by the customer.
b) Unless expressly agreed otherwise, partial deliveries are not permitted.
c) If the Supplier discontinues delivery of the spare parts after expiry of the period specified in Section 4 (receipt of goods) or discontinues delivery of the delivery item during this period, the Purchaser shall be given the opportunity to place a final order.

6. provision of goods
a) The materials provided shall remain the property of the Purchaser and shall be stored, labelled and administered separately by the Supplier free of charge. Provisions may only be used for the intended individual order.
b) The Supplier shall inspect the Supplies to ensure that they are free of defects. In the event of depreciation in value or loss, the Supplier shall pay compensation.
c) In the case of processing, mixing and transformation of the Supplies, the Purchaser shall already become the owner of the new, mixed or transformed item upon its creation. If the material provided is combined or inseparably mixed with other items not belonging to the Customer, the Customer shall acquire co-ownership of the new item in proportion to the value of the material provided to the other combined/mixed items at the time of the combination or mixing. If the combination/mixing takes place in such a way that the Purchaser's ownership expires, the Supplier shall transfer to the Purchaser a share in its ownership or co-ownership corresponding to the value of the materials provided.
d) In the event of imminent seizure or other impairment of the Purchaser's property by third parties, the Supplier shall notify the Purchaser immediately.
e) The Purchaser shall have the right, at its own discretion, to demand delivery of the tools/supplies or to have them scrapped by the Supplier free of charge for the Purchaser. The scrapping of these tools / supplies requires written consent.

7. secrecy
a) The Supplier undertakes to treat all non-public, commercial or technical information confidentially and not to copy, publish, summarise or disclose this information to a third party, either directly or indirectly, without the prior written consent of the Purchaser. All information shall be protected against unauthorised use.
to secure inspection, use, or loss.
b) The supplier undertakes to use all information from the cooperation exclusively for the purposes of the contract. The protected information includes in particular technical data, purchase quantities, prices as well as information on products and product developments, on current and future research and development projects and all company data of the other contractual partner.
c) All information provided (including any copies or records made) and items provided on loan shall be returned immediately and completely at the request of the Purchaser at any time, but no later than upon termination of the contract, provided that the Supplier no longer requires such information for the fulfilment of its contractual obligations.</br>d) When providing references or other publications, the Supplier may only name the Customer's company, trademarks, designations and other names after the Customer's express written consent.

8. claims for defects
a) Claims for defects are subject to a limitation period of 36 months, unless a longer limitation period exists in accordance with § 438 para. 1 BGB, irrespective of the operational period of use. If the goods are procured for resale or for use in the manufacture of machines or products, the period of limitation shall commence at the time at which the period of limitation for defects begins for the product equipped with the goods, but no later than six months after delivery of the goods.
b) The goods shall be accepted subject to the proviso that they are still inspected for freedom from defects and completeness. Detected defects shall be notified immediately by the customer, but at the latest within 10 working days. In return, the supplier waives the objection of late notification of defects.
c) The supplier shall also be liable for a defective delivery if it is not itself the manufacturer of the delivery item.
d) The Purchaser may, at his own discretion, assert the statutory warranty claims, in particular, at his discretion, demand replacement delivery or subsequent improvement. In the event of a replacement delivery or subsequent improvement, the Supplier shall be obliged to remedy the defects immediately at its own expense.
e) In urgent cases (e.g.: imminent danger), in which it is no longer possible due to the particular urgency to give the Supplier the opportunity to remedy the defect, the Purchaser may, at the Supplier's expense, remedy the defect up to the limit of §439 BGB (German Civil Code) without having to grant a period of grace. This shall also apply if the supplier has delivered after the occurrence of the delay.
f) If more than 10% of the goods of a delivery have defects, the customer is entitled to reject the entire delivery without examination of the remaining goods at the expense of the supplier.
g) In the case of consignments of goods consisting of a large number of identical goods, the Purchaser shall inspect only 3% of the delivered goods for defects. If individual random samples of a consignment of goods are defective, the Purchaser may, at its own discretion, demand that the defective items be separated by the Supplier or assert claims for defects.
h) Acceptance and payment by the Purchaser shall not mean that the Purchaser recognises the goods as free of defects.

9. property rights
a) The supplier shall be liable for ensuring that neither the goods delivered by him nor their further delivery, processing or use by the purchaser infringe the industrial property rights of third parties, in particular utility models, patents or licences.
b) The Supplier shall indemnify the Purchaser and its customers against claims by third parties arising from any infringement of industrial property rights and shall bear all costs incurred by the Purchaser in this connection, unless the Supplier is not responsible for the infringement of industrial property rights.
c) In the event of conflicting industrial property rights of third parties, the Supplier shall obtain from the entitled party, at its own expense, the consent or approval for further delivery, processing and use which also applies to the Purchaser.

10. product liability, indemnity, liability insurance cover
a) Unless otherwise agreed in these Terms and Conditions of Purchase, the statutory provisions shall apply.
b) If the Supplier is responsible for product damage, it shall be obliged to indemnify the Purchaser against claims for damages by third parties if the cause of the product damage lies within the Supplier's sphere of control and organisation and/or the Supplier itself is liable to third parties.
c) In the event of an indemnification obligation pursuant to Clause 10 b), the Supplier shall be reimbursed for all expenses incurred by the Purchaser, in particular with regard to necessary recall actions.
d) Furthermore, the Supplier undertakes to take out product liability insurance with a coverage sum of € 10 million per person/property damage.
e) Other claims of the purchaser remain unaffected.

11. force majeure
If one of the parties is unable to fulfil its obligations under this agreement as a result of force majeure, such as war, civil unrest or natural disasters, the party concerned shall immediately notify the other party in writing.

12. miscellaneous
a) Assignments
The assignment of a right or an obligation within the scope of this contract by the supplier can only take place with the written approval of Reform.
b) Waiver
If the customer does not insist on the fulfilment of a condition or condition or if he does not have a right according to
this contract, this omission does not constitute a waiver of this condition,
this condition or this right.

13. applicable law, place of jurisdiction
a) All legal relationships between the Supplier and the Purchaser shall be governed exclusively by the laws of the Federal Republic of Germany. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
excluded.
b) Unless otherwise agreed, the place of jurisdiction shall be Fulda Local Court and Fulda Regional Court. However, the purchaser is entitled to bring an action at the supplier's head office.
...and we're going to have to raise our glasses.

Note:
In accordance with the German Federal Data Protection Act, it is pointed out that the customer is required to provide data of the
contractor / the supplier and these data are processed.