GPT&Cs

 

General Terms and Conditions of Purchase

Metalux Metallveredelung GmbH, Sportplatzweg 20, 68804 Altlußheim

§ 1 Scope of validity and form

(1) These General Terms and Conditions of Purchase (GPT&C) apply to all our business relationships with business partners and suppliers (“Seller”).

(2) The GPT&C apply in particular to all purchase contracts, contracts for work and services and other service contracts, irrespective of whether the Seller manufactures the goods themselves or purchases them from suppliers (§§ 433, 650 BGB).

Unless otherwise agreed, the general purchasing terms in the version valid at the time at which the buyer places an order, or in all instances in the version in text form provided to the customer as a framework agreement, shall also apply to all similar future contracts without any requirement for us to refer to them again on an individual basis.

(3) These GPT&C apply exclusively. Deviating, contrary or supplementary general business terms of the customer shall only then and insofar become a part of the contract to the extent that we have explicitly approved their validity in writing. This requirement of consent shall apply in any case, for example even if we accept the Seller’s deliveries without reservation in the knowledge of the Seller’s general terms and conditions.

(4) Material declarations and notifications which the buyer makes with regard to the contract (e.g. setting deadlines, reporting of defects, withdrawal or reduction declaration) shall be made in written form or text form (e.g. letter, email, fax) to be legally valid. Legal formalities and further verifications, in particular doubts about the legitimation of the declaring party, remain unaffected.

§ 2 Quotation

(1) The supplier shall be asked to submit a free quotation by means of a request from Metalux. The supplier shall adhere to the specifications and descriptions of Metalux in the quotation and shall expressly point out any deviations.

(2) The supplier shall detail in their quotation all ancillary costs for taxes, fees, duties, packaging, transport, licence fees, etc. incurred for Metalux.

(3) If the supplier does not expressly set a different deadline in their quotation, their quotation shall be binding for a period of one month from receipt by Metalux.

§ 3 Ordering and conclusion of the contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller shall point out obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documents to us for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

(2) The seller shall be obliged to confirm our order in writing within a period of

7 days, or to execute it without reservation particularly by dispatching the goods (acceptance). A delayed acceptance shall be deemed a new quotation and requires acceptance by us.

§ 4 Delivery period and delayed delivery

(1) Delivery shall be made on the agreed delivery date. Excess or short deliveries, partial deliveries or early deliveries shall require the prior approval of Metalux. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 7 days from the conclusion of the contract. The seller is obliged to inform us immediately in writing if they are unlikely to be able to meet agreed delivery times – for whatever reason.

(2) If the Seller does not perform or does not perform within the agreed delivery time or if the Seller is in default, our rights – in particular to rescission and damages – shall be determined in accordance with the statutory provisions. The provisions in section 3 remain unaffected.

(3) If the Seller is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our default damages in the amount of 1% of the net price per completed calendar week, but in total not more than 5% of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The seller reserves the right to prove that no damage at all or only significantly less damage has been incurred.

§ 5 Delivery, transfer of risk, acceptance, default of acceptance

(1) Without our prior written consent, the Seller shall not be entitled to have the performance owed by them rendered by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for their services unless otherwise agreed in individual cases (e.g. limitation to stock).

(2) Delivery shall be made “carriage free” within Germany to the place specified in the order. If the place of fulfilment is not specified and nothing else has been agreed, the delivery shall be made to our place of business in Altlußheim. The respective place of fulfilment shall also be the place of performance for the delivery or other service and any subsequent performance (obligation to deliver).

(3) The delivery shall be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery (item number and quantity) and our order identifier (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any delays in processing and payment resulting from this. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.

(4) The risk of accidental loss and accidental deterioration of the item shall pass to us upon handover 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 also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.

§ 6 Prices and payment terms

(1) Unless otherwise agreed, the prices agreed with us are gross prices, i.e. including customary packaging, transport and value added tax as well as any other charges and fees (such as customs duties, etc.). The prices include all services required for the fulfilment of the order, e.g. costs for technical processing, test runs, “zero series”, provision and stocking of work equipment, etc.

(2) Unless otherwise agreed, all prices are fixed prices in EURO.

(3) In the event of shipment by a forwarding company, the seller undertakes to inform the forwarding company that Metalux is a customer exempted from forwarding insurance for the forwarding company insurance [SVS]. Additional transport costs are therefore expressly not recognised.

(4) In the case of orders that are to be invoiced by time and material expenditure, the timesheets and material verification sheets must be signed by us or an authorised representative and sent to us together with the invoice.

(5) The purchase price shall be paid by us within the first 14 days with a deduction of 3% discount on the invoice amount, within the first 30 days with a deduction of 2% discount on the invoice amount or within 60 days without deduction. The time limits shall commence upon receipt of a proper invoice. Payment does not constitute confirmation of the proper fulfilment of the supplier’s contractual obligations.

(6) Invoices shall be issued stating the order number and items with quantity information and unit and item price, the order date and with article and commission numbers. Invoices for partial deliveries may only be issued in the case of partial deliveries permitted as exceptions and must contain a corresponding reference.

Metalux shall not settle invoices that are not in order.

(7) We do not owe any maturity interest.

The statutory provisions shall apply to default of payment.

(8) We shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the Seller arising from incomplete or defective performance.

(9) The Seller shall have a right of set-off or retention only in respect of counter-claims that have been legally established or are undisputed.

§ 7 Quality, quality changes and production changes

(1) The supplier guarantees compliance with the quality and other characteristics of the products required by Metalux in their order.

(2) Metalux shall have the right to audit the supplier after prior notification in accordance with the audit plan. Metalux’s customers and the aviation authority can also carry out audits and inspections at the supplier’s relevant operating sites, if required and after prior notification.

(3) If the order documents do not fully specify the quality of the goods desired by Metalux, the supplier shall ensure the uniform quality. The requirement of uniform quality also applies to future orders. The supplier shall inform Metalux of any impending quality change in good time and without being asked to do so. If Metalux detects a change in quality that has occurred without prior notification, Metalux shall have the right to reject the goods. The supplier shall be liable for direct and indirect damage suffered as a result of a quality change not reported in time.

(4) Product changes shall be reported to Metalux in a comprehensive manner without being requested and in good time and shall be deemed to be a request to amend the contract. Within the framework of the existing contract, Metalux may reject these. Product changes without prior notification shall be deemed a breach of contract and shall entitle Metalux to take the appropriate measures (refusal of acceptance, reduction, compensation for damages, etc.).

(5) Insofar as the supplier is aware, Metalux shall be notified in good time of any cessation of production and discontinuation of goods and services by sub-suppliers.

www.metalux.de General Terms and Conditions of Purchase Page 1 of 2

 General Terms and Conditions of Purchase

Metalux Metallveredelung GmbH, Sportplatzweg 20, 68804 Altlußheim

§ 8 Safety, legal conformity and test certificates

(1) For all dangerous goods to be delivered, current safety data sheets (Material Safety Data Sheets) including the UN number shall be made available to the Purchaser. All chemical semi-finished or finished products shall be supplied with test certificate in accordance with EN 10204. Metal semi-finished or finished products are to be delivered with a certificate.

(2) The supplier shall ensure that their goods comply with all safety, health and environmental protection regulations applicable at the time of sale. The supplier shall comply with the applicable legal standards, in particular competition and antitrust laws, labour and child protection regulations, the prohibition of human trafficking and the core conventions of the International Labour Organisation. Corresponding documents and evidence may be requested by Metalux at any time without charge.

§ 9 Retention of title and confidentiality

(1) The ownership rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents, are reserved. Such documents are to be used exclusively for the contractual performance and are to be returned to us after completion of the contract.

(2) Any processing, mixing or combining (further processing) of provided items by the Seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(3) The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. However, if in an individual case we accept an offer by the seller to transfer title conditional on payment of the purchase price, the seller’s retention of title shall expire at the latest upon payment of the purchase price for the goods delivered.

(4) We shall remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising from this (alternatively, the simple retention of title extended to the resale shall apply). This excludes all other forms of retention of title, in particular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.

§ 10 Claims for defects of the buyer

(1) In deviation from § 442 para. 1 clause 2 of the German Civil Code [BGB], we shall also be entitled to unlimited claims for defects if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

(2) The statutory provisions (Sections 377, 381 of the German Commercial Code) shall apply to the commercial duty to inspect and give notice of defects, subject to the following proviso: Our duty to examine shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong and short delivery) or which are recognisable during our quality control in the random sampling procedure. Insofar as acceptance has been agreed, there shall be no obligation to inspect. Moreover, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notice of defect) shall be deemed to have been made without delay and in good time if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

§ 11 Miscellaneous liability

(1) If the seller is responsible for product damage, they shall indemnify us against claims of third parties to the extent that the cause lies within their sphere of control and organisation and they themselves are liable in relation to third parties.

(2) Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683, 670 of the German Civil Code arising from or in connection with a third party claim including recall actions carried out by us. We will inform the seller – insofar as reasonable and possible – of the content and scope of the measures for the return of goods and provide them the opportunity for comment. Further legal claims remain unaffected.

(3) The Seller shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 2 million per personal injury / property damage.