General Terms and Conditions of Purchase 

General Terms and Conditions of Purchase of Alvier Mechatronics GmbH

§1 Validity

(1) All deliveries, services and offers from the suppliers of Alvier Mechatronics GmbH (hereinafter also referred to as "Alvier") shall be based exclusively on these General Terms and Conditions of Purchase. These are an integral part of all contracts that Alvier concludes with its contractual partners (hereinafter also referred to as "suppliers") for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to Alvier, even if they are not separately agreed again.

(2) Terms and conditions of business of the supplier or third parties shall not apply, even if Alvier does not separately object to their validity in individual cases. Even if Alvier refers to a letter that contains or refers to the terms and conditions of business of the supplier or a third party, this shall not constitute any agreement to the validity of those terms and conditions of business.

§2 Orders and Commissions

(1) The supplier must confirm Alvier's orders without delay, at the latest one week after their receipt. The orders placed by Alvier are binding. Any delayed confirmation or confirmation of Alvier's order that deviates from the order shall be deemed to be a new offer and shall require Alvier's express written acceptance. If no such written acceptance exists and the supplier nevertheless executes the order, Alvier shall only accept it on the terms and conditions of the order placed by Alvier.

(2) A valid and binding contract between Alvier and the supplier, including these General Terms and Conditions of Purchase, is concluded by means of the written order from Alvier sent to the supplier and its express written acceptance (order confirmation) by the supplier. The latter shall fully reflect all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by Alvier prior to the conclusion of this contract are not legally binding and verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they continue to be binding.

(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Purchase, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the employees of Alvier are not entitled to make verbal agreements that deviate from the written agreement. The written form shall be deemed to have been complied with if it is transmitted by telecommunication, in particular by fax or e-mail, provided that a copy of the signed declaration is sent.

(4) Alvier is entitled to change the time and place of delivery as well as the type of packaging at any time by giving written notice at least seven (7) calendar days before the agreed delivery date. The same shall apply to changes in product specifications, insofar as these can be implemented within the framework of the supplier's normal production process without significant additional expenditure, whereby in such cases the period of notice pursuant to the above sentence shall be at least three (3) weeks. Alvier shall reimburse the supplier for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delays in delivery that cannot be avoided with reasonable efforts in the supplier's normal production and business operations, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify Alvier in writing of the additional costs or delays in delivery to be expected by it on the basis of a careful assessment in good time before the delivery date, but at least within 5 working days of receipt of the above notification.

(5) Alvier is entitled to withdraw from the contract at any time by means of a written declaration stating the reasons. In particular, Alvier is entitled to withdraw from the contract if the ordered products can no longer be used in business operations or can only be used at considerable expense to Alvier due to circumstances that occur after the conclusion of the contract and for which the supplier is responsible (such as, for example, failure to comply with legal requirements). Even if the supplier's financial circumstances deteriorate after conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected, Alvier is entitled to withdraw from the contract.

§3 Prices, terms of payment, invoice details

(1) The price stated in the order is binding.

(2) The price stated in the order includes the costs for delivery and transport to the shipping address stated in the contract, including packaging, unless the parties have expressly agreed otherwise.

(3) Insofar as, according to the agreement reached, the price does not include packaging and the remuneration for the packaging - not only provided on loan - is not expressly determined, it shall be charged at the proven cost price. Upon our request, the Supplier shall take back the packaging at its own expense.

(4) Unless otherwise agreed, Alvier shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with 3% discount or within 30 days net. The receipt of our transfer order by the bank of Alvier shall suffice for the timeliness of the payments owed by Alvier.

(5) All order confirmations, delivery documents and invoices must indicate Alvier's order number, the article number, the delivery quantity and the delivery address. If one or more of these details are missing and if, as a result, processing by us is delayed in the course of our normal business transactions, the payment periods specified in paragraph 4 shall be extended by the period of the delay.

(6) In the event of default in payment, Alvier shall owe interest on arrears at a rate of five (5) percentage points above the base rate in accordance with § 247 BGB.

§4 Delivery time and delivery, transfer of risk

(1) The delivery time (delivery date or period) specified by Alvier in the order or otherwise stated in these General Terms and Conditions of Purchase shall be binding. Early deliveries are permissible by arrangement.

(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent that the delivery time cannot be met.

(3) If the day on which the delivery is to be made at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of this day without the need for a reminder on our part.

(4) In the event of a delay in delivery, Alvier shall be entitled without restriction to the statutory claims, whereby Alvier may only exercise a right of withdrawal or assert claims for compensation in lieu of performance after the fruitless expiry of a reasonable period of grace.

(5) In the event of delays in delivery, Alvier is entitled, after prior written warning to the supplier, to demand a contractual penalty of 0.5%, up to a maximum of 5%, of the respective order value for each week or part of a week of delay in delivery. The contractual penalty shall be set off against the damage caused by the delay to be compensated by the supplier.

(6) The supplier shall not be entitled to make partial deliveries without our prior written consent.

(7) Even if dispatch has been agreed, the risk shall only pass to Alvier when Alvier has handed over the goods at the agreed destination.

§5 Securing of ownership

(1) Alvier reserves the ownership, copyrights and other know-how protection rights to orders, contracts and drawings, illustrations, calculations, descriptions and other documents made available to the supplier by Alvier. The supplier may not make them accessible to third parties or use or reproduce them itself or through third parties without the express consent of Alvier. At Alvier's request, he must return these documents in full to Alvier if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. In this case, any copies made by the supplier must be destroyed; the only exceptions to this are storage within the framework of statutory safekeeping obligations and the storage of data for backup purposes within the framework of normal data backup.

(2) Tools and models that Alvier makes available to the supplier or that are manufactured for contractual purposes and Alvier is charged separately by the supplier shall remain the property of Alvier or shall become the property of Alvier. The supplier shall mark them as the property of Alvier, store them carefully, insure them to an appropriate extent against damage of any kind and use them only for the purposes of the contract. In the absence of any other agreement, the costs of their maintenance and repair shall be borne equally by the contracting parties. However, insofar as these costs are attributable to defects in the items manufactured by the Supplier or to improper use by the Supplier, his employees or other vicarious agents, they shall be borne solely by the Supplier. The supplier shall notify Alvier immediately of all not only insignificant damage to these tools and models. Upon request, it is obliged to return them to Alvier in proper condition if they are no longer required by it for the performance of the contracts concluded with us.

(3) Reservations of ownership by the supplier shall only apply insofar as they relate to Alvier's payment obligation for the respective products to which the supplier reserves ownership. In particular, extended or prolonged reservations of ownership are not permitted.

§6 Warranty claims

(1) In the event of defects, Alvier is entitled to the statutory claims without restriction. However, the warranty period shall be 30 months in deviation from this.

(2) Deviations in quality and quantity shall in any event be deemed to have been notified in good time if Alvier notifies the supplier of them within fourteen (14) working days of receipt of the goods by Alvier. Hidden material defects shall in any event be deemed to have been notified in good time if the notification is made to the supplier within seven (7) working days of discovery.

(3) Alvier does not waive warranty claims by accepting or approving samples or specimens submitted.

(4) Upon receipt of the written notification of defects by the supplier, the limitation of warranty claims shall be suspended until the supplier rejects Alvier's claims or declares the defect to have been rectified or otherwise expressly refuses to continue negotiations on Alvier's claims. In the case of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless Alvier had to assume, based on the supplier's behavior, that the supplier did not feel obliged to take such action, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.

§7 Product liability

(1) The supplier is responsible for all claims made by third parties for personal injury or damage to property that are attributable to a defective product delivered by the supplier and is obliged to indemnify Alvier against the liability arising from such claims. If Alvier is obliged to carry out a recall action against third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs associated with the recall action.

(2) The supplier is obliged to maintain product liability insurance at its own expense with a coverage of at least EUR 1,000,000.00, which, unless otherwise agreed in individual cases, need not cover the recall risk or criminal or similar damages. The supplier shall send Alvier a copy of the liability insurance policy at any time on request.

§8 Property rights

(1) In accordance with section (2), the supplier guarantees that the products delivered by him do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which he manufactures the products or has them manufactured.

(2) The supplier is obliged to indemnify Alvier against all claims that third parties make against Alvier on account of the infringement of industrial property rights referred to in section (1) and to reimburse Alvier for all necessary expenses in connection with such claims. This shall not apply to the extent that the supplier proves that it is neither responsible for the infringement of industrial property rights nor should have been aware of it at the time of delivery if it had exercised commercial care.

(3) Further statutory claims of Alvier due to defects of title of the products delivered to Alvier shall remain unaffected.

§9 Spare parts

(1) The supplier is obliged to keep spare parts for the products delivered to Alvier for a period of at least five (5) years after delivery.

(2) If the supplier intends to discontinue the production of spare parts for the products delivered to Alvier, it shall inform Alvier of this immediately after the decision to discontinue has been taken. This notification - subject to section (1) - must be at least six (6) months before production is discontinued.

§10 Non-disclosure

(1) The supplier is obliged, during the term and after termination of the contract, to keep strictly confidential all confidential information and other business secrets of Alvier that have come to its knowledge in the course of the cooperation, and to take appropriate measures to protect these business secrets. "Confidential information" or business secrets are all information and documents of Alvier that are marked as confidential or are to be regarded as confidential due to the circumstances, i.e. in particular information about operational processes, business relationships and know-how. In particular, the supplier is also obliged to keep the terms and conditions of the order and all information and documents made available to it for this purpose secret for a period of five (5) years after conclusion of the contract and to use them only for the execution of the order; it will return them to Alvier immediately on request after dealing with enquiries or after processing orders.

(2) Without the prior written consent of Alvier, the supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for Alvier.

(3) Such confidential information is excluded from the obligation under § 10,

a) which were demonstrably already known to the supplier at the time of conclusion of the contract or subsequently become known to him by a third party, without this infringing a confidentiality agreement, statutory provisions or official orders;

b) which are publicly known at the time of conclusion of the contract or become publicly known thereafter, insofar as this is not due to a breach of this contract;

c) which must be disclosed due to legal obligations or by order of a court or an authority. To the extent permissible and possible, the supplier obliged to disclose will inform Alvier in advance and give it the opportunity to take action against the disclosure.

(4) The parties will only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations of confidentiality under this contract. Furthermore, the parties shall only disclose confidential information to those employees who need to know such information for the performance of this Agreement and shall oblige such employees to maintain secrecy to the extent permitted by employment law, even after their resignation. The Supplier shall oblige its subcontractors in accordance with this § 10.

§11 Assignment

The supplier is not entitled to assign his claims from the contractual relationship to third parties. This does not apply insofar as monetary claims are concerned.

§12 Compliance with laws

(1) In the context of the contractual relationship, the supplier shall be obliged to comply with the relevant legal provisions applicable to him. This concerns in particular anti-corruption and money laundering laws as well as antitrust, labour and environmental protection regulations.

(2) The supplier shall ensure that the products delivered by him comply with all relevant requirements for placing them on the market in the European Union and the European Economic Area. It must provide proof of conformity to Alvier on request by presenting suitable documents.

(3) The supplier shall make reasonable efforts to ensure that its sub-suppliers comply with the obligations incumbent on the supplier under this § 12.

§13 Place of performance, place of jurisdiction, applicable law

(1) The place of performance for both parties and exclusive place of jurisdiction for all disputes arising from the contractual relationship is Goslar in Germany.

(2) The contracts concluded between Alvier and the supplier are subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention / CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions of Purchase contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Purchase if they had been aware of the loophole.

Alvier Mechatronics GmbH

January 11, 2022