General Terms and Conditions of Purchase

§ 1 General Provisions and Scope
(1) These General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our business partners and suppliers (hereinafter referred to as the “Seller”). They apply only if the Seller is an entrepreneur (§ 14 BGB), a legal entity under public law, or a public special fund.
(2) The GTCP apply in particular to contracts for the sale and/or delivery of movable goods, regardless of whether the Seller manufactures them or purchases them from suppliers. They also apply to all future contracts with the same Seller.
(3) These GTCP apply exclusively. Deviating, conflicting, or supplementary terms of the Seller only become part of the contract if we have expressly agreed to them in writing.
(4) Individual agreements made on a case-by-case basis shall take precedence over these GTCP. Such agreements must be confirmed in writing.
(5) Any legally relevant declarations by the Seller after contract conclusion (e.g. setting deadlines, reminders, withdrawal) must be made in writing.
(6) References to legal regulations are for clarification only. Legal provisions apply even without explicit mention, unless they are directly modified or excluded in these GTCP.

§ 2 Conclusion of Contract
(1) Our orders are only binding once issued or confirmed in writing. The Seller must point out any obvious errors (e.g. typos, calculation errors) or missing documents before accepting the order.
(2) The Seller must confirm the order in writing within 7 days or execute it unconditionally (e.g. by delivering the goods). A late acceptance counts as a new offer and requires our confirmation.

§ 3 Delivery Time and Delay
(1) The delivery date specified in our order is binding. If not stated, the delivery period is 3 weeks from contract conclusion. The Seller must notify us immediately in writing if delays are anticipated.
(2) In case of non-delivery or delayed delivery, we reserve all legal rights (withdrawal, damages, etc.).
(3) In the event of a delay, we may demand a flat-rate compensation of 1% of the net price per full calendar week, up to a maximum of 5%. Higher damages may be claimed, and the Seller may prove lower or no damage.

§ 4 Performance, Delivery, Risk Transfer, Default of Acceptance
(1) The Seller is not permitted to subcontract performance without our prior written consent. The Seller bears the procurement risk, unless the goods are made to order.
(2) Delivery must be free domicile within Germany to the location specified in the order. If unspecified, the delivery address is our headquarters in Rheda-Wiedenbrück.
(3) A delivery note must accompany the goods, indicating date, contents (article numbers, quantities), and our order details. Missing/incomplete documents may delay processing and payment.
(4) The risk of accidental loss or damage transfers to us upon delivery at the place of performance. If acceptance is agreed, it determines the risk transfer.
(5) In case of default in acceptance, legal rules apply. The Seller must still offer performance, especially if a specific timeframe for our cooperation was agreed. Compensation for additional expenses may be claimed.

§ 5 Prices and Payment Terms
(1) Prices stated in the order are binding and include VAT, unless otherwise stated.
(2) Prices include all services and costs (e.g. packaging, transport, insurance). Packaging must be taken back upon request.
(3) Payment is due within 30 calendar days after complete delivery and receipt of a proper invoice. A 3% discount applies for payments within 14 days.
(4) We do not owe interest for delay. The Seller’s right to claim interest remains, but a reminder is required.
(5) We have full rights of set-off, retention, and non-performance defense under the law.
(6) The Seller may only offset or withhold payments for legally established or undisputed claims.

§ 6 Confidentiality and Supplied Items
(1) We retain ownership and copyrights to all documents (plans, drawings, product descriptions, etc.). These must only be used for contract execution and kept confidential.
(2) This also applies to materials, tools, and items provided by us. They must be stored separately and insured by the Seller.
(3) Any processing or combination of these items is done on our behalf. We acquire co-ownership if combined with third-party goods.
(4) Ownership of goods transfers to us unconditionally. Extended or prolonged retention of title by the Seller is excluded.

§ 7 Defective Deliveries
(1) Legal rights apply in case of defects or other breaches of duty, unless otherwise stated.
(2) The Seller guarantees that goods are defect-free upon risk transfer. Product descriptions are binding, whether provided by us, the Seller, or the manufacturer.
(3) We retain rights even in case of gross negligence.
(4) Our duty to inspect is limited to obvious defects. Complaints are deemed timely if made within 5 working days.
(5) The Seller bears the costs of inspection and rectification, even if no defect is found (unless we acted negligently).
(6) If the Seller fails to remedy the defect within a reasonable time, we may remedy it ourselves and claim compensation. In urgent cases, no deadline is required.
(7) We may reduce the purchase price or withdraw from the contract, and claim damages.

§ 8 Supplier Recourse
(1) We are entitled to full recourse rights within the supply chain under §§ 478, 479 BGB.
(2) Before acknowledging any claim from our customers, we will consult the Seller for comment. Silence is considered acceptance.
(3) Recourse applies even if the goods have been further processed before resale.

§ 9 Product Liability
(1) The Seller shall indemnify us against third-party claims if the cause lies within its sphere of responsibility.
(2) The Seller reimburses all expenses from product liability claims and recalls. We will involve the Seller where possible.
(3) The Seller must maintain product liability insurance with at least €5 million coverage per incident.

§ 10 Third-Party Intellectual Property Rights
(1) The Seller guarantees that the goods do not infringe third-party rights. It shall indemnify us against such claims.
(2) This does not apply if the goods are made based on our specifications.
(3) Both parties shall inform each other of any known or suspected infringement risks.

§ 11 REACh / RoHS Substance Restrictions
(1) The Seller ensures compliance with REACh Regulation (EC No. 1907/2006). Substances must be registered, and notification is required if >0.1% SVHC is present.
(2) The Seller ensures compliance with RoHS Directive 2011/65/EU. Maximum concentrations of hazardous substances must not be exceeded.
(3) The Seller must notify us immediately of any listed SVHC substances. It must provide REACh/RoHS declarations of conformity proactively or make them available for download.
(4) The Seller indemnifies us from any liability related to non-compliance with these regulations.

§ 12 Statute of Limitations
(1) Legal limitation periods apply unless otherwise agreed.
(2) Defect claims expire after 3 years from risk transfer. In case of acceptance, the period starts from that date.
(3) These limitation periods apply to all contractual claims for defects, and to related damage claims, unless longer periods are applicable by law.

§ 13 Governing Law and Jurisdiction
(1) German law applies exclusively, excluding international law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Seller is a merchant or legal public entity, the exclusive jurisdiction is our headquarters in Rheda-Wiedenbrück. We may also sue at the place of performance.

Westfalia Mobil GmbH / Mobil Invest GmbH
Gleichenstraße 20
D-99867 Gotha, Germany