Terms and Conditions of Purchase of SCHRAMM GmbH

1. Validity
1. The following terms and conditions of purchase shall apply to all orders (verbal or in written) of SCHRAMM GmbH for the purchase or manufacture of goods (collectively "Contractual Goods"), even if the seller ("Supplier") confirms the contracts taking into account its terms and conditions of business. If orders of the Suppliers with a deviating content are confirmed in writing with the inclusion of their terms and conditions of business, the deviation shall only apply with corresponding written reconfirmation by us. Any amendments or supplements of/to these conditions of purchase (including verbal agreements) require the written form to be effective, unless they are agreed in an individual contract. 
2. These Terms and Conditions of Purchase shall only apply if the Supplier is an entrepreneur (Sec. 14 German Civil Code (Bürgerliches Gesetzbuch - BGB)), a legal entity under public law or a special fund under public law. 
2. Offers, Order and Order Documents

Offers and estimates of costs of the Supplier shall be binding and shall not be remunerated, unless expressly agreed to the contrary. Unless there is a separate agreement in the individual case, we shall not bear the expenses for visits, planning and other preliminary work by the Supplier in connection with the submission of offers, and we shall not remunerate these. The Supplier shall confirm our order in writing within two (2) working days after the receipt of our order.

1. Price / Terms of Payment
1. Delivery and service shall take place at previously agreed fixed prices. Price increases during the term of contracts shall be excluded; this also applies to blanket orders, call orders and standing orders, unless something to the contrary has been agreed in these orders. If no price agreement takes place on placement of the order, we shall reserve the right of confirmation even if order execution has already started.
2. The agreed prices shall include all expenditures in connection with the deliveries and services to be provided by the Supplier. In the absence of any particular agreement the prices are understood as delivered at named destination (DAP according to Incoterms 2020), inclusive of packaging and plus statutory value added tax. Otherwise, in the case of deliveries outside EU countries, the applicable terms are delivered with duty paid at named destination (DDP according to Incoterms 2020).
3. At our option, payment shall be effected by bank transfer or offsetting against counterclaims. Unless agreed otherwise, payment shall be made within 30 days less 3% discount or within 90 days net. The term shall start in each case from the time at which the invoice and the Contractual Good, free from defects, has been received by us or the service has been rendered without any defects or the Contractual Good has been successfully accepted. Payment shall be made subject to verification of the invoice.
2. Delivery and Delivery Date
1. Agreed delivery dates and delivery times shall be binding. Without prejudice to our legal claims for default, in the case of imminent delays the Supplier has to inform us immediately after becoming aware thereof and before expiry of the agreed delivery time, stating the reasons and the presumed duration of the delay. Receipt of the Contractual Goods by us or timely successful acceptance shall be decisive for the observance of the delivery date. Premature deliveries or services as well as partial/over- and under deliveries shall require our consent. Unconditional acceptance of a delayed delivery shall not constitute a waiver of claims for compensation.
2. If the Supplier is in default of delivery we shall be entitled to request a lump-sum damage caused by default of 1% of the contractually agreed price per completed week after the start of the default in delivery, however, in total no more than 10% of the agreed price. Assertion of further claims shall remain unaffected. Any lump sum paid shall be offset against any existing claims for damages. The lump sum is the minimum amount of damages. 
3. The Supplier can only refer to the absence of necessary documents to be provided by us if it sent us a written reminder about the documents and has not received them within an appropriate term. If the Supplier is in default it shall be obliged to fulfil our request for express delivery (express freight, express courier, express parcel, air freight, etc.) with immediate effect and at its own expense.
3. Claims for Defects
1. The Supplier shall be liable for defects of the Contractual Good according to statutory law and it shall warrant that the Contractual Good has the contractually agreed quality, as well as that the deliveries or services comply with the latest state of the art, the relevant regulations of authorities and professional associations, and in particular with the accident prevention regulations, standards and guidelines in force at the relevant time (e.g. B. DIN, VDE, CE Conformity, etc.) as well as the requirements pursuant to clause 6 of these Terms and Conditions of Purchase.
2. The agreed specifications shall be regarded as warranted characteristics. Restrictions of statutory warranty regulations in favour of the Supplier by general terms and conditions shall require a separate written confirmation by us. In the absence of any agreement to the contrary the limitation period for warranty claims shall be 36 months from transfer of risk. 
3. Longer contractual or statutory limitation periods shall remain unaffected thereby. If we incur costs caused by the defective delivery or service, especially transport, travel, labour, material costs or costs for receiving inspection exceeding the usual scope, the Supplier shall have to bear these costs.
4. Besides the statutory warranty claims, in the case of defects of the Contractual Goods, it shall be at our option to claim rectification or replacement delivery and, insofar as the defectiveness is attributable to a fault of the Supplier, reduction of the purchase price or to rescind the contract. A fault of the Supplier shall also exist if the defectiveness of the Contractual Good is due to inadequate verification of the correctness of the matter by the Supplier. If the Supplier fails to fulfil its obligation to provide a replacement delivery or rectification within an appropriate period of time, and if, at the same time, the production or delivery situation results in the replacement delivery or rectification becoming urgent, we shall be entitled to arrange replacement delivery or rectification by a third party at the expense of the Supplier. In this case, the Supplier shall have to pay for all costs, including any costs for removal and installation. The right to compensation, in particular the right to compensation instead of performance, shall be expressly reserved. We shall be exempt from the obligation to immediate inspection and provision of a notice of defect according to Sec. 377 German Commercial Code (Handelsgesetzbuch - HGB) in that notification shall still be regarded as being made in time within 14 days after receipt of the delivery by us. Hidden defects must also be reported within 14 days of their discovery. Early payment shall not simultaneously mean acceptance of the delivery as being made in accordance with the contract and free from defects.
5. If we are held liable under the Product Liability Act (Produkthaftungsgesetz) or the Product Safety Act (Produktsicherheitsgesetz) and insofar the cause of the liability is based on the Contractual Goods of the Supplier, we shall have a claim against the Supplier to release us from the claims raised against us under the Product Liability Act or the Product Safety Act. This shall apply to both domestic and to foreign product liability regulations.
6. If the Supplier conceals, negligently or wilfully, any defects of title of the Contractual Goods, which the Supplier has known or should have known, we shall be entitled to claim compensation according to Sec. 437 German Civil Code (Bürgerliches Gesetzbuch - BGB). The above liability of the Supplier shall also include the freedom of the Supplier’s Contractual Goods from rights of third parties in Germany or in the destination country, as well as from violation of industrial property rights. In this case we shall also be entitled to obtain the necessary approval of the owner of these property rights, for delivery, commissioning, use, resale etc. of the Supplier’s Contractual Goods at the expense of the Supplier. The limitation period for our warranty claims is 5 years after transfer of risk in the case of defects in title. If extension of the limitation period does not hold up to jurisdiction, the limitation period regarded as appropriate by the jurisdiction shall apply.
4. (Technical) Amendments to the Contractual Goods 
1. The Supplier undertakes to deliver only such Contractual Goods that have been subjected to the technical tests mandatory for the respective product type and have been provided with the corresponding markings, in particular the CE mark. The delivered Contractual Goods and/or packaging must in particular comply with the applicable requirements of the Product Safety Act (Produktsicherheitsgesetz) in its currently valid version. Regarding Contractual Goods and/or packaging that fall within the scope of Regulation (EU) No. 995/2010 (EU Timber Regulation), as amended from time to time, the Supplier shall ensure and warrant that any timber supplied has been harvested in compliance with the applicable legal framework in the country of origin. The Supplier shall ensure and warrant that the Contractual Goods and/or packaging delivered to us by the Supplier do not contain any substances that are not marketable in Germany and the European Union and/or exceed legally prescribed limit values and/or limit values contained in generally recognised standards and/or harmonised standards and/or other technical or environmental regulations.
2. With regard to fabrication of series production parts and special parts, the Supplier shall be required to coordinate any change of the production process, of material and changes of the tool used, with us.
5. Material Orders

If we provide material for fulfilment of the order, this material shall remain the property of Schramm Werkstätten. The Supplier shall ensure that the material can be unambiguously identified as our property at any time, that it is treated with care and that it is protected against damage and theft. Furthermore, the Supplier shall be obliged, when requested by us, to prepare an inventory of the material provided, each year in December, and to submit it to us. If the Supplier processes, mixes or connects material provided by us for the manufacture of Contractual Goods, this will be done on our behalf. If the property right of third parties remains in existence on processing, mixing or connecting with goods of third parties, we shall acquire co-ownership of the new good in proportion of the value of the provided material to the other goods. Furthermore, the Supplier shall be obliged to insure the material, which are our property, at replacement value and at its own expenses, against fire, water and theft damage, and to assign corresponding compensation claims to us now already. Upon termination of the contractual relationship, in the case of enforcement measures, opening of insolvency proceedings or bankruptcy proceedings, the material shall be provided to us without any delay.

1. Force Majeure

Force majeure shall release us from the obligation of timely acceptance for the duration of its existence. Force majeure is an event that is unforeseeable and beyond our control, including but not limited to natural disasters (e.g. fire, water damage, floods, etc.), pandemics and epidemics (including Covid-19), terrorism, war, strikes, government measures, labour or material shortages, embargoes, strikes as well as virus and other attacks by third parties on our IT system, insofar as these occurred despite the observance of the usual care in protective measures. During such events that last longer than 4 weeks, we and the Supplier - without prejudice to other rights and insofar as there is no fault on the part of this party - are entitled to rescind the contract in whole or in part.

1. Information and Documents
1. All information, contractual documents, copies, descriptions, samples, models, tools, drawings and other material in connection with fulfilment of the contract as well as information about operational processes which become known to the Supplier in connection with its activities (together "Documents") shall remain the property of SCHRAMM GmbH, shall be treated as strictly confidential by the Supplier and shall be used exclusively for the purpose of the fulfilment of the contract. The obligation of confidentiality is governed by the German Business Secrets Act (Geschäftsgeheimnisgesetz). The Documents are to be protected by the Supplier against access by third parties. Upon termination of the contract all relevant Documents have to be returned to us unrequested. Storage of Documents in connection with fulfilment of the contract on the part of the Supplier after termination of the contract is permitted only in agreement with us, unless the Supplier can prove that it requires them to assert its own rights. Transfer of data to third parties is permitted only with our prior written consent. In these cases of approved transfer, the Supplier shall be obliged to protect the data transfer to third parties against unauthorized access.
2. If the aforementioned information and Documents are prepared according to our specifications against separate remuneration, they shall become our property. Inventions, patents, inventions registered as utility models, technical improvements or otherwise protected intellectual property rights (“IP Rights”) developed by the Supplier or an affiliated company as part of the work performed for us, shall be claimed fully by us and filed for property protection. These IP Rights shall be our exclusive property. The Supplier shall inform us without any delay of IP Rights during manufacture of Contractual Goods or services developed during its activities for us, and assign all rights thereto, in particular copyrights, to us. If transfer of copyrights is impossible because of legal reasons, the Supplier shall grant us the worldwide exclusive rights to use, unrestricted in terms of object and time, including the right to grant licenses to third parties. The Supplier shall ensure that the production of Contractual Goods does not infringe any IP Rights of third parties. If a claim is made against us by a third party in this respect, the Supplier shall be obliged to indemnify us against such claims upon first written request.
3. Tools created especially for fabrication of the Contractual Goods ordered by us and that have not become our property, have to be delivered and assigned to us, upon request and against payment of the current market value, unless the Supplier still needs them to fulfil delivery obligations towards us. Use for third parties or transfer to third parties shall not be permitted. Products fabricated with the aid of our moulds and tools shall be delivered to third parties only with our express written consent.
4. Printed matter, artwork and devices individually produced at the business premises of the Supplier for fulfilment of the contract, as well as all rights thereto, shall become our property upon manufacture and fulfilment of the contract. The Supplier has to retain the objects for us at its own expense and to submit them upon termination of the contract.
2. Dispatch and Transfer of Risk

Delivery shall be made in accordance with DAP Incoterms 2020 or, in the case of delivery outside the EU, in accordance with DDP Incoterms 2020. The Supplier shall bear the material risk until acceptance of the Contractual Good by us or our agent at the agreed place of delivery. The Supplier shall adequately insure the delivery against transport damage at its own expense. 

1. Invoices

Invoices shall be submitted in good time in order to ensure that they are available on receipt of the Contractual Goods. The receipt of the invoice at our premises, or, if the Contractual Goods are received at a later date, the date of receipt of the Contractual Goods, shall be decisive for discount periods.

1. Assignment, Right of Retention

The assignment and pledging of claims against SCHRAMM GmbH is excluded. Sec. 354a German Commercial Code (Handelsgesetzbuch - HGB) remains unaffected. The Supplier is not authorised to offset or to assert rights of retention unless the Supplier's claims have been legally established, are undisputed or have been recognised by us.

1. Limitation of our Liability
1. Unless otherwise provided in these Terms and Conditions of Purchase including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the applicable statutory provisions.
2. We are liable for damages – based on whatever legal grounds - in the event of fault caused by wilful intent or gross negligence.
3. Unless the applicable statutory regulations provide for a lesser liability standard (e.g. for due care in one’s own matters), we are in the event of simple negligence only liable
1. for damage based on injury to life, limb or health,
2. for damage based on the not insignificant breach of a material contractual obligation (obligation whose fulfilment makes the proper performance of the contract possible in the first place at all and on compliance with which the Supplier regularly relies and may regularly rely); in this case, however, our liability is limited to the reimbursement of foreseeable damage which typically occurs.
4. The limitations of liability resulting from sub-clause (3) do not apply if we have assumed a guarantee, it is a matter of damage caused by delay within the meaning of Sec. 288 Para. 6 German Civil Code (Bürgerliches Gesetzbuch - BGB) based on the costs of legal prosecution and for claims under mandatory law.
5. The limitations of liability arising from these Terms and Conditions of Purchase also apply to breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. The limitations of liability resulting from these Terms and Conditions of Purchase shall also apply to the personal liability for damages of our employees, workers, staff, subcontractors, representatives and persons who we use to perform our obligation.
2. Miscellaneous
1. If the Supplier stops its payments or if insolvency proceedings over the Supplier’s assets are or a judicial or out-of-court settlement procedure is applied for, we shall be entitled to rescind the unfulfilled part of the contract.
2. The Supplier shall be obliged to take out a business- and product liability insurance with a lump sum coverage of no less than 5,000,000 EUR per damaging event for personal injury and property damage with worldwide validity, to maintain this insurance for the duration of the business relationship and to provide evidence of this upon request. The insurance also has to cover financial losses, product return costs, inspection and sorting costs, costs for removal and installation, as well as damage caused by connections and mixing. In its own interest the Supplier shall ensure that the exclusion of cover for contractual liability claims shall be waived whilst taking into account the outgoing goods control imposed on the Supplier. Excess premiums incurred thereby have to be taken into account on pricing. Taking out liability insurance shall not have the effect of indemnification of the Supplier.
3. All obligations arising from the contract shall have to be fulfilled by the Supplier itself. Engagement of a subcontractor shall be permitted only with our prior written consent and does not release the Supplier from its contractual obligations. Irrespective of consent, the Supplier shall be liable for all damage caused by the Supplier or its representatives by neglect of duty, unless the Supplier is not responsible for the neglect of duty.
4. The Supplier shall warrant, for the duration of the business relationship with us, to adhere to the regulations of an applicable minimum wage law, as well as socially responsible working conditions and comparable regulations, to use ecologically/raw material efficient production methods and to oblige its subcontractors, subsequent contractors and employee lenders accordingly.
3. Data Protection

Personal data is only processed within the framework of the applicable data protection regulations.

1. Place of Fulfilment/Place of Jurisdiction

The place of fulfilment and jurisdiction is Winnweiler or Kaiserslautern, Germany.

1. Applicability of German law

The law of the Federal Republic of Germany shall apply excluding the provisions on conflict of laws under international private law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG), as well as of the law pertaining to the Convention, dated 19th May 1956, on Contracts for the International Carriage of Goods by Road (CMR) is excluded.

1. Severability Clause, Written Form
1. Should one or more provisions of these Terms and Conditions of Purchase be or become invalid or unenforceable or should these Terms and Conditions of Purchase contain a loophole, the remaining provisions of these Terms and Conditions of Purchase shall remain unaffected. The parties undertake to replace the invalid provision by another provision which corresponds to the economic sense and purpose of the valid provision. No verbal collateral agreements shall be made. Amendments to these Terms and Conditions of Purchase must be made in writing in order to be effective.
2. A reference to a written form requirement within these Terms and Conditions of Purchase shall be understood as "text form" within the meaning of Sec. 126b German Civil Code (Bürgerliches Gesetzbuch - BGB); i.e. in particular that transmission by fax or e-mail shall suffice.

Status: 08 April 2022