§ 1 General – Scope of Application
1. Our terms and conditions of purchase applyexclusively; we do not recognise any terms and conditions of the supplier thatare contrary to or deviate from our terms and conditions of purchase, unless wehave expressly agreed to their validity in writing. Our terms and conditions ofpurchase shall also apply if we accept the supplier's delivery withoutreservation in knowledge of the supplier's terms and conditions that conflictwith or deviate from our terms and conditions of purchase.
2. All agreements entered into between us and theSupplier for the purpose of executing this Agreement shall be set out inwriting in this Agreement. Verbal ancillary agreements are only effective ifthey have been confirmed by us in writing.
3. Our terms and conditions of purchase only apply toentrepreneurs and legal entities under public law. for all future business withthe supplier.
§ 2 Offer – Offer documents – Order acceptance
1. The offers must be made free of charge.
2. The supplier must independently inform himself about the localconditions before submitting an offer. Additional costs resulting from thenon-fulfilment of this obligation shall be borne by the supplier.
3. The supplier is obliged to point out to us more cost-effective ortechnically sensible or innovative alternatives.
4. All rights of use and exploitation of documentsprovided to us by the supplier shall be transferred to us.
§3 Orders and Order Confirmations
1. Orders and agreements are only binding if they areplaced or confirmed in writing in the form of a (machine) signed order.services for which a written
Order is not placed, does not oblige us and will notbe paid, even if such services are provided at the request of our staff.
2. If an order confirmation is required, the supplieris obliged to accept our order within a period of (5) five working days fromreceipt of the order or, in particular, to execute it unconditionally bysending the goods. We are entitled to cancel orders unless the supplier accepts them within (5) five working days ofreceipt and confirms them in writing."
§ 4 Prices – Terms of Payment
1. The price shown in the order is a fixed price.Unless otherwise agreed, the price includes delivery "free of charge"(DAP delivery address according to Incoterms 2020) and proper packaging. The Supplier shall take back packaging material at ourrequest.
2. The Supplier shall bear all applicable customsduties, taxes, duties and costs of importation on the occasion of the order.
3. Prices are exclusive of legally applicable VAT –VAT must be shown separately.
4. We can only processinvoices if they indicate the order number shown there – in accordance with thespecifications in our order; thesupplier is responsible for all consequences arising from non-compliance withthis obligation, unless he can prove that he is not responsible for them.
5. Unless otherwise agreed in writing, payment shallbe made within 30 days of receipt of delivery and invoice
6. The supplier is not entitled to assign its claimsagainst us or to have them collected by third parties without our expresswritten consent.
7. Payments and commissioning do not imply recognitionof the deliveries and services as contractual.
8. We are entitled to rights of set-off and retentionto the extent permitted by law. In particular, we are entitled to withholdpayments due as long as we are still entitled to claims against the supplierfor incomplete or defective services.
9. The agreed due dates for payments will be postponedaccordingly in the event of delay in delivery or service. We are entitled todemand interest on advance payments made in the amount of nine percentagepoints above the respective base interest rate for the period of delay indelivery or service, unless the supplier can prove that he is not responsiblefor the delay.
10. We do not owe any interest on the maturity.
§ 5 Delivery
1. Agreeddelivery periods and delivery dates are binding. The receipt of the goods by usis decisive for compliance with the delivery dates or delivery deadlines.
2. The supplier is obliged to inform us immediately inwriting if circumstances arise or become apparent to him from which it followsthat the agreed delivery time cannot be met. The agreed delivery time will notbe extended by this information.
3. In the event of delay, we may demand compensationfrom the supplier for the damage caused by the delay in addition to thedelivery. In addition, we are entitledto demand a contractual penalty of 1.0%per calendar week or part thereof from the time of the delay in delivery, butnot more than 5% of the total order value of the delivery. The assertion offurther damages is expressly reserved.
4. Early deliveries, partial deliveries andoverdeliveries may only be made with our written consent. We reserve the rightto return the goods for a fee in the event of an unagreed deviation.
5. During the production and until delivery of ordereditems, we may check the material, manufacturing process and other work servingto perform the contractual service. If the inspection is not permitted withoutgood cause, we shall be entitled to withdraw from the contract without thesupplier being able to claim damages.
We may refuse to pay for the service provided by thesupplier until the withdrawal if the acceptance of this partial service is notof interest to us. The same applies if defects or deviations from thecontractual agreements already occur during the inspection. Instead ofwithdrawal, we are also entitled to demand immediate performance of thecontract.
We may request a report at any time in relation to theitems we have ordered, in particular the status of production. This right ofcontrol does not affect the supplier's obligations - in particular with regardto warranty and liability.
§ 6 Force majeure
1. Natural disasters of any kind, labour disputes,operational disruptions, riots, official measures, market conditions and otherunforeseeable, unavoidable and serious events of force majeure release thecontracting parties from their respective performance obligations for theduration and to the extent of their existence. If such a state of force majeurepersists for a period of more than two weeks, or if it is undisputed betweenthe contracting parties after one week that the events will last longer thantwo weeks, the contracting parties are entitled to withdraw from the contractin whole or in part. In addition, we are also entitled to withdraw from thecontract if our requirements have been significantly reduced due to the otherprocurement required as a result of the force majeure. This also applies toframework, quantity and value contracts.
§ 7 Transfer of Risk – Documents & Dispatch
1. Unless otherwise agreed in writing, the delivery must be made "freeof charge" (DAP delivery address in accordance with Incoterms 2020) (inaccordance with §4.1).
2. In the case of deliveries with installation or assembly and in thecase of services, the risk shall pass upon acceptance, in the case of deliverywithout installation and assembly upon receipt at the receiving point specifiedby us.
3. The Supplier is obliged to enclose shipping documents or a deliverynote stating the contents and the complete order identification (including ourorder number) with all deliveries; if he fails to do so, we are not responsiblefor delays in processing.
§8 Guarantees
1. The supplier will conclude performance or warranty bonds in our favouras well as - in the case of down payments - down payment bonds.
§ 9 Defect Investigation – Liability for Defects
1. We will inspect the goods within a reasonableperiod of time and in the normal course of business for identity and quantitydeviations as well as openly recognizable transport damage and otherwise randomsamples for other defects; in the case of such defects, the complaint shall bemade in good time, provided that it is made within a period of 14 days fromreceipt of the goods. In the case of all other defects, the complaint is timelyif it is made within seven working days of discovery of the defect.
2. If the goods are delivered directly to our customer(so-called drop shipping), the above period of 14 days is extended by a further7 days.
3. We are entitled to the statutory claims for defectsin full; in any case, we are entitled to demand that the supplier remedy thedefect or deliver a new item at our discretion. The costs associated with thesubsequent performance shall be borne by the supplier; these also includeinstallation and removal costs.
4. We are entitled to remedy the defect ourselves anddemand reimbursement of the necessary expenses due to a defect after theunsuccessful expiry of a reasonable period of time determined by us forsubsequent performance, unless the supplier rightly refuses to remedy thedefect. This shall apply mutatis mutandis if the remedy of defects by thesupplier has failed.
5. In all other respects, the statutory provisionsapply.
6. The limitation period is 36 months, calculated fromthe transfer of risk. This does not apply to the extent that the law providesfor longer deadlines. The warranty period does not begin to run until we or ourcustomer are in possession of the complete documentation (e.g. product description,operating instructions). The notification of a defect leads to a suspension ofthe limitation period. Any new start of the limitation period under thestatutory provisions remains unaffected by this. The statutory limitationperiods for cases of supplier recourse pursuant to Sections 478 and 479 of theGerman Civil Code (BGB) also remain unaffected.
7. Our payment does not mean that we accept thedelivery as being in conformity with the contract or free of errors.
8. Our approval of the supplier's technical documentsand/or calculations does not affect the supplier's liability for defects.
§10 Safety and accident prevention regulations -documentation
1. The deliveries and services must comply with the legal and safetyregulations applicable to us, as well as any necessary permits and approvals.
2. By accepting the order, the Contractor undertakesto comply with the following provisions:
3. The obligation also includes that ready-to-usemachines are equipped with CE marking and declaration of incorporation, andthat incomplete machines are accompanied by a declaration of incorporation andassembly instructions.
4. In general, each machine must be accompanied by anoperating manual, all necessary certificates from testing and certificationbodies as well as technical documentation in accordance with the applicableMachinery Directive.
5. The delivery of the Technical Documentation and allrequired protocols must be part of the main delivery, unless otherwise agreed.The technical documentation and the protocols must comply with the technicaldocumentation of components in force at the time of conclusion of the contractand specified in the specifications.
6. Unless otherwise agreed, the TechnicalDocumentation shall be delivered as follows: A4 and A3 format in digital formas a data carrier (e.g. USB stick). The provision of the digital data must bein an unprotected form. If the "Adobe PDF" format is used, no fileprotection must be activated that prevents it from being included in ouroverall documentation. All fonts used must be embedded in the document.
7. The technical integration of the delivereddocumentation into the overall Cyclize documentation does not release theSupplier from its liability for the completeness and correctness of itsdocuments.
§ 11 Product liability
1. Insofar as the goods delivered by the Suppliercause damage to the life, limb or property of a third party or of us, theSupplier shall be obliged to indemnify us against claims for damages by thethird party, including all consequential damages, upon first request or toreimburse us for all damages, including all consequential damages, if and tothe extent that the damage is caused by a defect within the meaning of theProduct Liability Act of the contractual object supplied by the Supplier or thedamage is based on a breach of duty on the part of the Supplier, unless theSupplier is not responsible for the breach of duty. If the cause of the damageis within the supplier's area of responsibility, he bears the burden of proofin this respect.
2. In the cases referred to in No. 1. all costs andexpenses, including the costs of any legal action.
3. In all other respects, the statutory provisionsapply.
5. The Supplier undertakes to take out productliability insurance with a sum insured of at least EUR five million per claim –as a lump sum – and to maintain it during the term of the contract and for aperiod of ten years thereafter. Any further claims for damages by us remainunaffected.
§ 12 Intellectual Property Rights
1. The Supplier warrants that no rights of thirdparties will be infringed in connection with its delivery.
2. If the rights of third parties are infringed inconnection with the delivery of the Supplier and we are held liable by a thirdparty for this reason, the Supplier shall be obliged to indemnify us againstthese claims upon first written request or to reimburse us for all damages,including all consequential damages, unless the Supplier was not aware of theconflicting property rights and would not have had them if he had exercised thecare of a prudent businessman .
3. The supplier's indemnification obligation refers toall expenses that we necessarily incur from or in connection with the claim bya third party.
4. With regard to the limitation period, § 9 no. 6shall apply mutatis mutandis.
§ 13 Retention of Title - Secrecy
1. Parts provided by us or tools and/or modelsbelonging to us as well as any illustrations, drawings, calculations and otherdocuments remain our property. These may only be used for the contractualperformance as intended and must be returned to us after termination of thecontract.
2. The processing or transformation(e.g. assembly of parts) of the parts owned by us is carried out for us. If theSupplier acquires sole ownership of the new item resulting from the processingor transformation using our parts, it shall be deemed to be agreed that theSupplier hereby transfers and transfers to us proportionate co-ownership inproportion to the value of the parts owned by us to the value of the processingor transformation. We hereby accept this transfer and transfer. The suppliershall store the sole or joint ownership created in this way for us free ofcharge.
3. If parts owned by us are combined or mixed by thesupplier with other items to form a single item and one of the other items isto be regarded as the main item, we shall be entitled to proportionateco-ownership of the resulting item in proportion to the value of the partsowned by us to the other connected or mixed items at the time of thecombination or mixing, which thesupplier already assigns and transfers to us. We accept this transfer andtransfer. The supplier shall keep the item created by combination or mixing forus free of charge.
4. In the case of parts or tools and/or modelsprovided by us, the supplier must inform us immediately in writing in the eventof seizure or other interference by third parties, so that we can file athird-party objection action pursuant to Section 771 of the Code of CivilProcedure. Insofar as the third party is not in a position to reimburse thejudicial and extrajudicial costs incurred by us in a lawsuit pursuant toSection 771 of the Code of Civil Procedure, the supplier shall be liable forthe loss incurred by us.
5. The transfer of ownership of the goods to us musttake place unconditionally and without regard to the payment of the price,unless we have agreed to an offer by the supplier in the respective individualcase conditional on the payment of the purchase price. In this case, theretention of title expires at the latest upon payment of the purchase price. Weare also entitled to resell the goods in the ordinary course of business. If weresell such goods, we already assign the claim arising from the sale againstour own customer to the supplier. In all other respects, all other forms ofretention of title, in particular extended or extended retention of title, areexcluded.
6. The supplier is obliged to keep all images,drawings, calculations and other documents and information received strictlyconfidential. They may only be disclosed to third parties with our expresswritten consent. They are to be used exclusively for production on the basis ofour order and they are to be returned to us without being asked to do so afterthe order has been processed or, if we request so, immediately. The obligationof confidentiality shall also apply after the execution of this contract; itshall expire if and to the extent that the manufacturing knowledge contained inthe illustrations, drawings, calculations and other documents provided hasbecome generally known.
§ 14 Social Responsibility and EnvironmentalProtection
1.The supplier undertakes to comply with and work onthe respective legal regulations in dealing with employees, environmentalprotection and occupational safety and to reduce adverse effects on people andthe environment in its activities. As a general rule, the packaging volume mustbe reduced as much as possible. Packaging materials must not contain anyadditives that prevent recycling. Furthermore, the supplier will comply withthe principles of the UN Global Compact Initiative. These mainly concern theprotection of international human rights, the right to collective bargaining,the abolition of forced labour and child labour, the elimination ofdiscrimination in recruitment and employment, responsibility for theenvironment and the prevention of corruption. Further information on the UNGlobal Compact Initiative is available at www.unglobalcompact.org.
2. The supplier is committed to conducting itsbusiness in accordance with the United Nations Sustainable Development Goals(SDGs) as well as ESG (Environment, Social, Governance) principles. It ensuresthat its upstream suppliers and subcontractors also follow these principles.Supplier will provide appropriate evidence of its sustainability practices uponrequest.
§ 15 Execution of work
1. Persons who carry out work on the factory premisesin fulfilment of the contract must comply with the provisions of the respectiveoperating regulations. Liability for accidents that occur to these persons onthe factory premises is excluded, unless caused by an intentional or grosslynegligent breach of duty by our legal representatives or vicarious agents.
§ 16 Endangerment of performance
1. If the economic situation of the supplierdeteriorates during the term of the order in such a way that seriouslyjeopardizes the performance of the contract, if the supplier ceases to makepayments (even temporarily) or if insolvency or judicial or extrajudicialsettlement proceedings are filed, we shall be entitled to withdraw from thecontract for the non-fulfilled part. We are entitled to withdraw from thecontract in full, insofar as the partial performance is of no interest to us.
2. If we are subject to an obligation to perform inadvance, there is also a right of withdrawal in the event that it becomesapparent after the conclusion of the contract that our claim is jeopardised bythe Contractor's inadequate performance, if we have set the supplier areasonable period of time to provide a security and this has elapsed withoutsuccess.
§ 17 Import and Export Regulations, Customs
1. For deliveries and services made from an EU countryoutside Germany, your EU VAT identification no. Specify.
2. Imported goods must be delivered duty paid. Thesupplier is obliged to provide declarations and information required underRegulation (EC) No. 1207 / 2001 at his own expense, to allow inspections by thecustoms authority and to provide the necessary official confirmations.
3. The supplier is obliged to inform us about anylicensing requirements for (re-)exports in accordance with German, European andUS export and customs regulations as well as export and customs regulations ofthe country of origin.
§ 18 Software
1. Software is provided to us on commerciallyavailable data carriers in machine-readable code together with userdocumentation.
2. Software developed individually for us must also beprovided to us in the source code with manufacturer's documentation. Copies ofthe source code and manufacturer's documentation must be handed over to us uponacceptance and must correspond to the program status at the end of the testphase (as build).
3. Measures taken in the context of liability fordefects in the software must be included by the supplier without delay in thesource code and the manufacturer's documentation; a copy of the updated statusmust be made available to us immediately.
§ 19 Rights of Use
1. Insofar as the deliveries and services provided bythe supplier or parts thereof are protected by copyright (e.g. software), thesupplier irrevocably grants us, insofar as this is legally possible under theCopyright Act, an exclusive, temporally and spatially unlimited right to usethe goods, in particular the right to reproduce, distribute, exhibit, modifyand edit the goods as well as the right to: grant third parties a simple right of use.
2. If the Supplier has obtained the software fromthird parties and cannot grant a right of use to the extent of the precedingparagraph in accordance with these existing contracts, the Supplier shall grantus those rights of use that it can grant under the contracts with the thirdparty, but at least those rights of use that are necessary for use inaccordance with the contract.
3. The Supplier shall retain the right to continue touse related standard programs, program modules, tools and know-how contributedby it in the development of the performance results, including for orders fromthird parties. The supplier is not permitted to reproduce, edit or otherwiseuse the service results and solutions developed for us in whole or in part.
4. The Supplier shall only be entitled to publish anykind of service results prepared for us – even in parts – with the writtenconsent of the Client.
§ 18 Data protection
1. Personal data shall be processed by the Supplier incompliance with the statutory provisions.
2. We store personal data in compliance with thestatutory provisions.
§ 19 Place of Jurisdiction – Place of Performance – Applicable Law
1. The place of jurisdiction is Stuttgart. We reservethe right to bring an action at the general place of jurisdiction of thesupplier.
2. Unless otherwise stated in the order, the place ofreceipt specified in the order, alternatively our company headquarters, shallbe the place of performance.
3. The law of the Federal Republic of Germany shallapply to the exclusion of the conflict of law rules and the United NationsConvention on the International Sale of Goods.
§ 20 Miscellaneous
1. Should individual provisions of these Terms and Conditions of Purchase or the contract concluded between us and the Supplier beor become invalid in whole or in part, the remaining terms and conditions shallremain unaffected.
2. The contracting parties are obliged to agree on anew provision that comes as close as possible to the purpose pursued by theinvalid provision from an economic point of view.
3. We are only exempt from the obligation to withholdtax pursuant to Section 48 b (1) of the Income Tax Act if the supplier submitsa valid exemption certificate in his name from the tax office responsible forhim. The submission of a copy of the exemption certificate is sufficient,provided that the exemption certificate was not issued for the specific order.
Cyclize GmbH, Stuttgart, as of April 2025