§ 1 Scope

1. These General Terms and Conditions of Purchase (“GTCP”) apply to all business relationships with our business partners and suppliers. They apply only to entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law within the meaning of § 310 para. 1 BGB.
   
   
2. The GTCP apply to the purchase of goods and services, to contracts for the sale and/or delivery of movable items (“goods” or “delivery items”), regardless of whether the supplier manufactures the goods itself or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTCP in the version valid at the time of the buyer’s order or at least in in any case in the version last communicated to him 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. Our GTCP apply exclusively. Deviating or conflicting terms and conditions are not recognized by us. Even if we refer to a letter containing or referring to the supplier’s or a third party’s terms and conditions, this does not imply agreement with the validity of those terms and conditions. Conflicting or supplementary general terms and conditions of the supplier shall only become part of the contract if we have expressly agreed to their validity in writing. This requirement of consent applies in any case, for example, even if we accept the supplier’s deliveries without reservation in knowledge of the supplier’s general terms and conditions.
   
   
4. Unless otherwise agreed, this GTCP in the version valid at the time of the supplier’s order or at least 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.
   
   
5. In individual cases, individual agreements made with the supplier (including side agreements, supplements, and amendments) shall in any case take precedence over this GTCP. The content of such agreements shall be determined by a written contract or our written confirmation, subject to proof to the contrary. Trade terms are to be interpreted in case of doubt in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
   
   
6. References to the applicability 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 GTCP.

§ 2 Orders and Assignments, Spare Parts Supply

1. Our offers are only binding if they are made in writing or electronically.
   
   
2. The supplier must point out obvious errors (e.g., spelling 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.
   
   
3. If our offers do not expressly contain a binding period, we shall be bound by them for two weeks from the date of the offer. The timely acceptance is determined by the receipt of the acceptance declaration by us. The supplier is obliged to confirm our order in writing within this period or to execute it unconditionally, in particular by dispatching the goods (acceptance). The timely receipt of the written confirmation is decisive for the acceptance declaration. A late acceptance shall be deemed a new offer and requires acceptance by us.
   
   
4. The supplier bears the procurement risk for its services unless otherwise agreed in individual cases (e.g., in the case of an agreement on a limited obligation to deliver from stock, obligation to deliver from stock, or obligation to deliver a specific item).
   
   
5. Each delivery must be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery (item number and quantity), and our order identification (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch notice with the same content must be sent to us separately from the delivery note.
   
   
6. The supplier undertakes to supply spare parts for the entire period of the expected use of the delivery items at reasonable conditions, but at least for 10 years after the end of the series production of our products. If the supplier plans to discontinue the production of a delivery item, in particular: spare parts, semi-finished products, or raw materials for us, it must notify us of this immediately, if possible six months before the production is discontinued, in text form so that a final stockpiling can be agreed upon for the further period.

§ 3 Prices and Terms of Payment

1. The price stated in the order is binding. All prices are inclusive of statutory VAT unless this is shown separately.
   
   
2. The price risk, in particular the calculation risk and the risk of changes in raw material prices and/or procurement costs for required services, is borne exclusively by the supplier. It is expressly stated that such changes in procurement costs and/or raw material costs do not constitute a right to adjust prices or a right to stop deliveries in the absence of other express agreements and do not constitute a case of force majeure and/or disruption of the basis of the contract.
   
   
3. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the supplier as well as all ancillary costs (e.g., proper packaging and transport costs). In international trade, the price is understood to be ex-works duty paid, i.e., the supplier must also bear any export and import costs (DDP).
   
   
4. Invoices are to be submitted electronically immediately after delivery and separately for each order via the e-mail address specified in the respective order of the company with which the contract was concluded.
   
   Submitted electronic invoices must contain all elements required by applicable legal and tax requirements (e.g., description of the delivered goods/services, etc.) and enable us to process them (e.g., order number, etc.). Only deliveries/services from one order may be invoiced in one invoice. The submission of a paper duplicate is expressly not required and may have tax implications for the supplier. Only electronic documents received via the specified channels constitute valid original invoices. Invoices sent via other channels (e.g., paper) or not containing all the above elements will not be processed. Non-compliant invoices may be returned to the supplier by e-mail.
   
   
5. The agreed price is due for payment within 30 calendar days of complete delivery and performance and receipt of a proper invoice. If we make payment within 14 calendar days, the supplier grants us a 3% discount on the net invoice amount.
   
   In the case of bank transfer, payment is deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment period; we are not responsible for delays caused by the banks involved in the payment process.
   
   
6. We do not owe any default interest. The statutory provisions apply to default in payment. We are entitled to set-off and retention rights as well as the defense of non-performance of the contract to the extent provided by law.
   
   
7. In particular, we are entitled to withhold due payments as long as and to the extent that we still have claims against the supplier arising from incomplete or defective performance.
   
   
8. The supplier has a right of set-off or retention only for counterclaims that have been legally established or are undisputed.

§ 4 Delivery, Delivery Time and Delay in Delivery, Transfer of Risk, Default of Acceptance

1. The supplier is not entitled to have the performance owed by it rendered by third parties (e.g., subcontractors) without our prior written consent. The supplier bears the procurement risk for its services unless otherwise agreed in individual cases (e.g., limitation to stock).
   
   
2. Delivery within Germany is DAP to the place specified in the order. In international trade, delivery is ex-works duty paid, i.e., the supplier must bear any export and import costs (DDP). If the place of destination is not specified and nothing else is agreed, delivery must be made to our place of business in Wimsheim. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).
   
   
3. All delivery dates specified in the order or otherwise agreed are binding. If the delivery time is not specified in the order and has not been otherwise agreed, it is 4 weeks from the conclusion of the contract. Early deliveries are not permitted.
   
   
4. The supplier is obliged to inform us immediately in writing or in text form of any impending or actual non-compliance with a delivery date, its causes, and the expected duration of the delay.
   
   
5. If the supplier does not perform its service or does not perform it within the agreed delivery time or if it is in default, our rights – in particular to withdraw from the contract and claim damages – shall be determined in accordance with the statutory provisions. The provisions in para. 6 remain unaffected.
   
   If we accept a late delivery from the supplier, this does not constitute a waiver of other claims that we may assert due to the late delivery or performance.
   
   
6. If the supplier is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our default damage amounting to 1% of the net price of the order per completed calendar week, but not more than 5% of the net price of the delayed goods. We reserve the right to prove that a higher damage has occurred.
   
   
7. The supplier reserves the right to prove that no damage or only significantly less damage has occurred. We are entitled, in the event of delivery delays, to demand a contractual penalty of 0.5% of the respective order value for each week of delay commenced, up to a maximum of 5%, after prior written warning to the supplier. The contractual penalty is to be offset against the supplier’s default damage to be compensated.
   
   
8. If the supplier is permanently unable to meet the deadlines, it shall be obliged, after setting a reasonable deadline and at our request, to immediately surrender all tools/devices required for production that are our property, as well as tools/devices owned by third parties under derived rights, so that we can manufacture the goods ourselves or through a third party for the duration of the supplier's inability to deliver. The costs of relocation shall be borne by the supplier. devices owned by third parties, so that we can manufacture the goods ourselves or through a third party for the duration of the supplier's inability to deliver. The supplier shall bear the costs of relocation if he is responsible for the delay. Claims by the supplier due to relocation are excluded. Further claims for damages on our part remain unaffected.
   
   
9. The supplier is not entitled to make partial deliveries without our prior written consent.
   
   
10. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon delivery at the place of performance. 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 apply accordingly in the event of acceptance. Delivery or acceptance shall be deemed to have taken place if we are in default of acceptance.
    
    
11. The statutory provisions shall apply to the occurrence of our default of acceptance. However, the supplier must expressly offer us its services even if a specific or determinable calendar period 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 (custom-made product), the supplier shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

§ 5 Provision of Materials, Tools

1. Materials provided by us remain our property and may only be used as intended. They must be clearly marked as “Property of ALTATEC GmbH,” as well as any production equipment and tools that are our property.
   
   
2. Processing or transformation by the supplier is carried out on our behalf. If the provided materials are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the provided materials (purchase price plus VAT) to the other processed items at the time of processing.
   
   
3. If the provided materials are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the provided materials (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is done in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier transfers proportional co-ownership to us; the supplier holds the sole ownership or co-ownership on our behalf.
   
   
4. We reserve the right to the tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us.
   
   The supplier is further obliged to insure the tools belonging to us at their new value at its own expense against damage caused by fire, water, and theft. At the same time, the supplier already assigns to us all compensation claims from this insurance, and we hereby accept the assignment.
   
   The supplier is obliged to carry out any necessary maintenance and inspection work on our tools at its own expense in due time. The supplier must immediately notify us of any malfunctions; if it culpably fails to do so, claims for damages remain unaffected.
   
   The supplier is obliged to hand over the tools owned by us upon first request. In relation to us, the supplier is considered a custodian of such tools and has no right to retain them. Any rights of retention of the supplier to such tools are excluded, regardless of the legal basis.
   
   
5. If the security interests to which we are entitled pursuant to paragraphs 2 and/or 3 exceed the purchase price of all our unpaid reserved goods by more than 10%, we shall be obliged, at the supplier's request, to release the security interests at our discretion.

§ 6 Defective Delivery

1. For our rights in case of material and legal defects of the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in case of other breaches of duty by the supplier, the statutory provisions apply, and, exclusively in our favor, the following additions and clarifications.
   
   
2. According to the statutory provisions, the supplier is particularly liable for ensuring that the goods have the agreed quality at the time of the transfer of risk to us. Any product descriptions that are the subject of the respective contract or have been included in the contract in the same way as this GTCP are considered agreements on the quality. It does not matter whether the product description originates from us, the supplier, or the manufacturer.
   
   
3. For goods with digital elements or other digital content, the supplier owes the provision and updating of the digital content in any case to the extent that this results from a quality agreement according to para. 2 or other product descriptions of the manufacturer or on its behalf, especially on the internet, in advertising, or on the goods label.
   
   
4. The supplier guarantees that the goods are delivered free of third-party rights and that the delivery does not infringe any third-party rights. The supplier indemnifies us from any claims by third parties in this respect upon first request.
   
   
5. We are not obliged to inspect the goods or make special inquiries about any defects at the time of the conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of the conclusion of the contract due to gross negligence.
   
   
6. If the supplier does not fulfill its obligation to remedy the defect – at our discretion by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we can remedy the defect ourselves and demand reimbursement of the necessary expenses from the supplier or an appropriate advance payment.
   
   If the supplementary performance by the supplier has failed or is unreasonable for us (e.g., due to special urgency, endangerment of operational safety, or the imminent occurrence of disproportionate damage), no deadline needs to be set.
   
   
7. Our liability for damages in the event of an unjustified request for defect rectification is limited to cases where we have recognized or grossly negligently failed to recognize that there was no defect.
   
   
8. Warranty claims for defects expire 36 months after the transfer of risk. In the case of replacement delivery and rectification of defects, the warranty period for replaced and rectified goods begins anew unless we had to assume, based on the supplier’s behavior, that the supplier did not see itself obliged to the measure but only carried out the replacement delivery or rectification of defects for reasons of goodwill or similar reasons. Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims is suspended until the supplier rejects our claims or declares the defect to be remedied or otherwise refuses to continue negotiations on our claims.
   
   
9. For the commercial duty to inspect and give notice of defects, the statutory provisions (§§ 377, 381 HGB) apply with the following proviso: Our duty to inspect is limited to defects that become apparent during our incoming goods inspection under external examination, including the delivery documents (e.g., transport damage, incorrect and short delivery) or during our quality control in the sampling procedure. 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, especially the nature of the product. Our notice of defects (notification of defects) is in any case timely and immediate if it is sent within 14 calendar days from discovery or, in the case of obvious defects, from delivery
   
   
10. Supplementary performance also includes the removal of the defective goods and the reinstallation, provided that the goods have been installed in another item or attached to another item according to their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The supplier also bears the expenses necessary for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for defect rectification remains unaffected; in this respect, however, we are only liable if we have recognized or grossly negligently failed to recognize that there was no defect.
    
    
11. Furthermore, in the event of a material defect or defect of title, we are entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and reimbursement of expenses in accordance with the statutory provisions.

§ 7 Supplier Recourse

1. Our statutory recourse claims within a supply chain (supplier recourse according to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) are available to us without restriction in addition to the defect claims. In particular, we are entitled to demand from the supplier exactly the type of supplementary performance (repair or replacement delivery) that we owe to our customer in the individual case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
   
   
2. Before we acknowledge or fulfill a defect claim asserted by our customer (including reimbursement of expenses according to §§ 445a para. 1, 439 para. 2, 3, 6 sentence 2, 475 para. 4 BGB), we will give the supplier the opportunity to comment on the matter. If a substantiated statement is not made within a reasonable period, if the supplier does not comment sufficiently plausibly, or if the existence of a defect is disputed, and if no amicable solution is reached, the defect claim actually granted by us to our customer is deemed to be owed. In this case, the supplier bears the burden of proof. Our recourse claims also exist in cases where the defective goods have been further processed by us or third parties, in particular by installation in another product.
   
   
3. Our recourse claims apply even if the defective goods have been combined or otherwise processed with another product by us, our customer, or third parties, e.g., by installation or attachment.

§ 8 Eigentumsvorbehalt

1. We retain ownership, copyright, or industrial property rights (including the right to register these rights) to orders, assignments, and testing and measuring equipment, illustrations, calculations, descriptions, and other documents provided to the supplier. The supplier may not make them accessible to third parties, use them itself, or have them used by third parties without our express consent. The supplier must return these documents to us in full upon request if they are no longer needed in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Copies made by the supplier must be destroyed in this case; this does not apply to storage within the scope of statutory retention obligations and the storage of data for backup purposes within the scope of usual data backup.
   
   
2. The transfer of ownership of the goods to us must take place unconditionally and regardless of the payment of the price. If we accept an offer of transfer of ownership from the supplier in an individual case, the retention of title expires at the latest with the payment of the purchase price for the delivered goods.

§ 9 Product Liability

1. If the supplier is responsible for a product defect, it must indemnify us against third-party claims to the extent that the cause lies within its sphere of control and organization and it is liable in the external relationship. The indemnification obligation does not apply if the claim is based on grossly negligent or intentional breach of duty on our part.
   
   
2. As part of its indemnification obligation, the supplier must reimburse expenses arising from or in connection with a third-party claim, including any recall actions carried out by us.
   
   
3. The supplier is obliged to maintain product liability insurance with a sufficient minimum coverage of EUR 10 million per personal injury or property damage during the term of this contract. Any further claims for damages remain unaffected. The supplier will send us a copy of the liability policy upon request.

§ 10 Intellectual Property Rights

1. The supplier guarantees that the products delivered by it do not infringe any intellectual property rights of third parties in countries of the European Union or other countries in which it manufactures or has the products manufactured.
   
   
2. The supplier is obliged to indemnify us against all claims made by third parties against us due to the infringement of industrial property rights mentioned in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This does not apply if the supplier proves that it is not responsible for the infringement of the property rights and could not have known about it even with the application of commercial diligence at the time of delivery.
   
   
3. Our further statutory claims due to legal defects of the products delivered to us remain unaffected.
   
   
4. The limitation period for claims under this § 10 is 3 years. It begins with the transfer of risk.

§ 11 Compliance with Laws

1. The supplier is obliged to comply with all applicable legal provisions in connection with the contractual relationship. This includes, in particular, anti-corruption and anti-money laundering laws as well as antitrust, labor, and environmental protection regulations.
   
   
2. The supplier with a registered office in the European Union will ensure that the products it delivers comply with all relevant requirements for placing on the market within the European Union. The same applies to suppliers with a registered office outside the European Union but within the European Economic Area. The supplier must provide us with proof of compliance by submitting appropriate documents upon request. This applies in particular to the regulations of the Medical Device Regulation (EU) 2017/745, which have been in force since May 16, 2021.
   
   
3. The supplier will make reasonable efforts to ensure that its subcontractors comply with the obligations set out in this § 11.

§ 12 Export Control

1. The supplier undertakes to comply with all applicable national, European, and US regulations relating to the import, export, or re-export of goods, products, software, or technology that are the subject of this contract.
2. The supplier is obliged to provide us with all necessary documents that we may need for export and import, as well as in the case of resale for re-export of the goods. In particular, the following must be provided:
   – the export list number according to Annex AL of the German Foreign Trade Ordinance or comparable list positions of relevant export lists,
   – for US goods, the ECCN (Export Control Classification Number) according to US Export Administration Regulations (EAR),
   – the trade policy origin of its goods and the – components of its goods, including technology and software,
   – information on whether the goods are transported through the USA, manufactured or stored in the USA, or produced using US technology,
   – the statistical commodity number (HS code) of its goods.
   
   
3. The supplier is obliged to immediately inform us in writing of any circumstances that become known to it after the conclusion of the contract that justify the assumption of a possible or actual violation of export control regulations. If we become aware of such circumstances after the conclusion of the contract, we will inform the supplier in writing.
   
   
4. In any case where circumstances become known that justify the assumption of a possible or actual violation of export control regulations, acceptance delay on our part is excluded for a reasonable period to give us the opportunity to review.
   
   
5. If actual violations of export control regulations are found or cannot be ruled out, we are entitled, at our discretion, to withdraw from the contract or to demand the cancellation of the (partial) delivery that justifies the assumption of a violation.
   
   
6. The supplier undertakes to indemnify us against any damage arising from the incorrect or non-fulfillment of the obligations under this paragraph. The scope of the damages to be compensated also includes the reimbursement of all necessary and reasonable expenses incurred by us, in particular the costs and expenses of any legal defense as well as fines. This does not apply if the supplier is not responsible for the breach of duty.

§ 13 Withdrawal

We are entitled to withdraw from the contract at any time by written declaration stating the reason if we can no longer use the ordered products in our business operations due to circumstances occurring after the conclusion of the contract for which the supplier is responsible (such as non-compliance with legal requirements) or if the financial situation of the supplier deteriorates significantly after the conclusion of the contract, making it unlikely that the supplier will be able to fulfill the contract.

§ 14 Form

Legally relevant declarations and notifications by the supplier in relation to the contract (e.g., setting deadlines, reminders, withdrawal) must be made in written or text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.

§ 15 Prohibition of Assignment

The supplier may only assign claims from legal transactions concluded with us with our express consent. This does not apply to monetary claims.

§ 16 Force Majeure

Severe events, such as force majeure, labor disputes, unrest, warlike or terrorist conflicts, which have unforeseeable consequences for the performance of the contract, release the contractual parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they are in default. This does not automatically lead to the termination of the contract. The contractual parties are obliged to inform each other of such an obstacle and to adjust their obligations in good faith to the changed circumstances.

§ 17 Confidentiality

1. The supplier is obliged to keep the conditions of the order as well as all information and documents provided to it for this purpose (with the exception of publicly accessible information) confidential for a period of 3 years after the conclusion of the contract and to use them only for the execution of the order. It must return them to us immediately upon request after handling inquiries or processing orders.
   
   
2. Without our prior written consent, the supplier may not refer to the business relationship on websites, social media, advertising materials, brochures, etc
   
   
3. Otherwise, the provisions for handling trade secrets apply, as regulated by the Trade Secrets Act in Germany and the implementation of Directive (EU) 2016/943 in other EU member states, as well as the agreements made in confidentiality agreements or non-disclosure agreements.

§ 18 Limitation Period

1. The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
   
   
2. Contrary to § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 (three) years from the transfer of risk. If acceptance has been agreed, the limitation period begins with the acceptance. The 3-year limitation period also applies accordingly to claims arising from legal defects, whereby the statutory limitation period for in rem claims for surrender by third parties (§ 438 para. 1 no. 1 BGB) remains unaffected; claims arising from legal defects shall in no case become time-barred as long as the third party can still assert the right against us, in particular in the absence of a limitation period.
   
   
3. The limitation periods of the sales law including the above extension apply – to the statutory extent – 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) applies, unless the application of the limitation periods of the sales law leads to a longer limitation period in individual cases.

§ 19 Information and Change Management

The supplier shall inform us of all significant changes in the manufacturing process and in the materials used, or in supplier parts, data sheets, or other documents that may affect the product quality. We must be informed in writing by the supplier of these significant changes to the contractual products, as well as the discontinuation of production or removal of the contractual products from the delivery program, immediately before they take effect (duty to inform). The information must be provided in such a timely and complete manner that we can examine its significance and object before the respective change is applied to the contractual products.

We will accept the changes made by the supplier that are mandatory due to legal requirements. Changes that do not affect the agreed quality of the contractual items are exempt from this duty to inform.

The supplier shall implement these changes only after written approval by our quality assurance manager, whereby we are entitled to object to these changes as well as to the discontinuation of production or removal of the contractual products for good cause if our interests are significantly impaired. Good cause exists in particular if, from an objective point of view, there is no guarantee of contractual fulfillment.
The supplier shall ensure that the requirements set out in this § 19 are passed on to its subcontractors.

§ 20 Audit

We, our organs, and representatives are entitled to conduct audits during regular business hours. The supplier also enables the auditing of its subcontractors by obligating them accordingly. This also applies if our stakeholders wish to audit the supplier. An audit will be announced in a timely manner. The supplier ensures that we have access to all relevant organizational units and the opportunity to inspect quality-related documents.

The supplier will fully and promptly cooperate with any inspection or audit conducted by or on behalf of us, including the complete and accurate answering of questions and provision of requested documents.

Furthermore, the supplier grants us, upon request, the same rights to the competent supervisory authorities or the notified body responsible for us under the Medical Devices Act without prior notice in the event of significant occasions, such as serious incidents, to audit the premises where the products are manufactured and the supplier’s quality management system and to inspect all technical documents relating to the products or the quality management system. This includes ensuring that the same rights are enforced with its subcontractors.

§ 21 Final Provisions

1. The place of performance for all obligations arising from the contract, especially for delivery and payment, is our business location or the place of performance specified by us.
   
   
2. The law of the Federal Republic of Germany applies exclusively, excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).
   
   
3. If the Supplier is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch) who is domiciled in the European Union, Switzerland, Norway or Iceland at the time of the measure initiating the proceedings, 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 our registered office in Wimsheim. 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 performance 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.
   
   
4. The invalidity of individual provisions of these General Terms and Conditions of Purchase does not affect the validity of the remaining provisions. Invalid provisions are deemed to be replaced by such valid provisions that are suitable to achieve the economic purpose of the invalid provision as closely as possible.