I. General Provisions, Scope of Application

1. These General Terms and Conditions of Purchase (GTCP) apply to all our business relationships with our business partners and suppliers (hereinafter: “Sellers”).
2. The GTCP apply in particular to contracts for the sale and delivery of movable property (goods), regardless of whether the Seller manufactures the goods itself or purchases them from suppliers. The GTCP, in their version in effect at the time the contract is concluded, shall serve as a framework agreement.
3. These GTCP apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Seller are binding on us only if we expressly acknowledge them in writing; this requirement applies in all cases, even if we accept the performance without reservation while being aware of the Seller’s general terms and conditions.
4. Agreements, collateral agreements, representations, and other commitments that deviate from these terms in individual cases shall take precedence over these terms and conditions. A written contract or our written confirmation shall be decisive for the content of such agreements.
5. Legally significant declarations and notices to be made to us by the seller after the conclusion of the contract (e.g., setting of deadlines, reminders, declarations of withdrawal) must be in writing to be effective.
6. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply to the extent that they are not directly amended or expressly excluded in these General Terms and Conditions of Purchase.

II. Conclusion of the Contract

1. Our order shall be deemed binding at the earliest upon submission in writing or upon confirmation. The Seller must notify us of any obvious errors (e.g., typographical or calculation errors) and omissions in the order, including the order documents, prior to acceptance, for the purpose of correction or completion.
2. The seller is required to confirm our order in writing within a period of 2 weeks (acceptance). A delayed or modified acceptance shall be deemed a new offer and requires our acceptance.

III. Prices, Terms of Payment

1. The price stated in the order is binding. All prices include applicable sales tax unless otherwise specified.
2. Unless otherwise agreed in individual cases, the goods shall be delivered by pickup at the seller’s location. The agreed-upon price includes making the goods available for pickup, but does not include transportation, loading, packaging, insurance, or other shipping costs. These costs shall be borne by the buyer, unless expressly agreed otherwise. 
3. The price becomes due for payment upon agreement and receipt of a valid invoice. 
4. The interest rate on late payments is 5 percentage points above the base rate per annum. The statutory provisions apply regarding the commencement of our default, whereby a written demand for payment is required.
5. We are 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 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 has a right of set-off or retention only in the case of counterclaims that have been legally established or are undisputed.

IV. Processing, Retention of Title

1. Any processing, mixing, or combining (further processing) of items provided by the seller shall be carried out on our behalf. The same applies to the further processing of the delivered goods by us, such that we are deemed the manufacturer and acquire ownership of the product no later than upon further processing in accordance with statutory provisions.
2. The transfer of title to the goods to us must take place unconditionally and regardless of payment of the purchase price. However, if in individual cases we accept an offer from the seller for transfer of title contingent upon payment of the purchase price, the seller’s retention of title shall expire no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to resell the goods even prior to payment of the purchase price, with the resulting claim being assigned in advance (alternatively, a simple retention of title extended to the resale shall apply). This thereby excludes, in any case, all other forms of retention of title— —in particular extended retention of title, transferred retention of title, and retention of title extended to cover further processing.

V. Delivery Time, Delay in Delivery, Performance, Delivery

1. The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed upon otherwise, delivery must take place immediately. The seller is obligated to notify us immediately in writing if, for whatever reason, it is unlikely to be able to meet agreed-upon delivery times.
2. If the seller fails to perform or fails to do so within the agreed delivery time, or if the seller is in default, our rights—in particular the right to rescind the contract and claim damages—shall be determined in accordance with statutory provisions. The provisions in paragraph 3 remain unaffected.
3. If the seller is in default, we may—in addition to further statutory claims—demand lump-sum compensation for our damages resulting from the delay in the amount of 1% of the net price per completed calendar week, but not exceeding a total of 5% of the net price of the goods delivered late. We reserve the right to prove that we have incurred greater damages. The seller reserves the right to prove that we have incurred no damages or only significantly lesser damages.
4. Delivery within Germany shall be “free on the door” to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our place of business. The respective destination is also the place of performance (obligation to deliver).

VI. Warranty

1. Unless otherwise specified below, the statutory provisions apply to our rights in the event of material defects or defects of title in the goods (including incorrect or short deliveries, as well as improper assembly or defective assembly, operating, or user instructions) and in the event of other breaches of duty by the seller.
2. In accordance with statutory provisions, the seller is liable in particular for ensuring that the goods possess the agreed-upon quality at the time of transfer of risk to us. All metals delivered to us must be free of explosives and components suspected of being explosive, as well as free of radiation.
3. The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects, provided that the manner of inspection is determined by the extent to which such an inspection is practicable in the ordinary course of business, taking into account the circumstances of the individual case.
   Our obligation to give notice of defects discovered at a later date remains unaffected. In all cases, our notice of defects shall be deemed to have been given immediately and in a timely manner if it is received by the seller within 5 business days.
4. Furthermore, in the event of a material defect or a defect of title, we are entitled, in accordance with statutory provisions, to a reduction in the purchase price or to rescind the contract. In addition, we are entitled to compensation for damages and reimbursement of expenses in accordance with statutory provisions.
5. We are entitled without restriction to our statutory recourse claims within a supply chain (supplier recourse pursuant to Sections 478, 479 of the German Civil Code (BGB)) in addition to our claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement) that we owe our customer in each individual case. Our statutory right of choice (Section 439(1) of the German Civil Code (BGB)) is not restricted by this provision.

VII. International Transactions

1. In the case of import and export transactions or transactions subject to official approval, our agreements are subject to the approval of the competent authorities.
2. The Seller agrees to comply with all legal requirements under German, European, and international law governing foreign trade that may apply to the contractual relationship, in particular those concerning country-specific embargoes as well as personal and financial embargoes. In this context, the Seller shall, on its own responsibility, verify the origin of the products in the supply chain as well as the requirements for their resale to us, and shall immediately notify us in writing in the event of any potential conflicts.
   In the event of a breach of the foregoing obligations, the Seller shall indemnify us against all claims that third parties, including government agencies, may assert against us due to a violation of foreign trade regulations and shall reimburse us for all necessary expenses incurred in connection with such claims; this claim shall not apply if the Seller proves that it is not responsible for the breach of duty and, had it exercised due commercial diligence, would not have been required to know of it at the time of delivery of the products.
   We are entitled, in the event of a well-founded suspicion that an import is problematic under foreign trade law ( ), to cancel the relevant delivery immediately and at no cost.

VIII. Statute of Limitations

1. The mutual claims of the contracting parties shall be subject to the statutory limitation periods, unless otherwise specified below.
2. Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general statute of limitations for claims for defects is 3 years from the transfer of risk. The 3-year statute of limitations also applies mutatis mutandis to claims arising from defects of title, provided that the statutory limitation period for third-party claims for restitution in rem (§ 438(1) No. 1 BGB) remains unaffected.
3. The limitation periods under sales law, including the above extension, apply—to the extent permitted by law—to all contractual claims for defects. To the extent that 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 under sales law results in a longer limitation period in individual cases.

IX. Jurisdiction; Choice of Law

1. The place of jurisdiction for all disputes arising from the contractual relationship is the Company’s registered office. We may also, at our discretion, bring an action against the Seller before the court having jurisdiction over the Seller’s registered office.
2. These General Terms and Conditions of Purchase and the underlying contractual relationship are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

X. Data Protection

We store data in connection with our mutual business relationships in accordance with the Federal Data Protection Act (BDSG).

Version July 10, 2026