General part

1. Scope of application
   • These General Terms and Conditions of Purchase ("GPC") apply to all business relationships with our business partners and suppliers ("Contractor"). The GPC shall only apply if the Contractor is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
   • Unless otherwise agreed, the GPC in the version valid at the time of our order or in any case in the version last communicated to the Contractor in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
   • The GPC shall apply both to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether the Contractor manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB), and to contracts for the provision of services.
   • These GPC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we accept the Contractor's deliveries without reservation in the knowledge of the Contractor's General Terms and Conditions.
   • Individual agreements and information in our order shall take precedence over these GTCP.
   • Legally relevant declarations and notifications by the Contractor in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. Written form within the meaning of these GPC includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
   • References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.
2. Conclusion of contract
   • Our orders are only binding in text or written form. The Contractor shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.
   • The contractor is obliged to confirm our orders in writing within a period of 3 weeks or to execute them unconditionally by dispatching the goods or providing the service (acceptance). A delayed or amended acceptance shall be deemed a new offer and requires our acceptance.
3. Prices and terms of payment
   • The price stated in the order is binding. The price shall include value added tax if this is not shown separately.
   • Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the contractor as well as all ancillary costs (e.g. travel and accommodation costs, costs for proper packaging, transport costs, including any transport and liability insurance).
   • The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Contractor shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.
   • We do not owe any interest on arrears. The statutory provisions shall apply to default in payment.
   • We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the Contractor arising from incomplete or defective services.
   • The Contractor shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.
   • The Contractor is not entitled to assign claims arising from the contractual relationship to third parties or to have them collected by third parties without our prior written consent. If the underlying legal transaction is a commercial transaction for both us and the Contractor or if the Contractor is a legal entity under public law, the assignment shall be effective even without our consent; however, we may make payment to the previous creditor with discharging effect.
4. Time of delivery or performance, default
   • The delivery or performance time stated in our order is binding. Advance performance is only permitted with our consent.
   • The contractor is obliged to inform us immediately in writing if agreed dates and deadlines - for whatever reason - cannot be met.
   • If the Contractor does not provide its delivery or service or does not provide it within the agreed delivery or service period or if it is in default with deliveries or services, our rights - in particular to withdrawal and compensation - shall be determined in accordance with the statutory provisions.
5. Statute of limitations
   • The reciprocal claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below under B Section 3.9.
6. Applicable law, place of jurisdiction, severability clause
   • These GTCP and all legal relationships between the Contractor and us shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
   • The exclusive place of jurisdiction for all liabilities arising from this contract shall be Duisburg, unless an exclusive statutory place of jurisdiction exists. However, we shall also be entitled to bring an action at the Contractor's head office.
   • Should individual provisions be invalid or unenforceable or lose their validity due to circumstances occurring at a later date, this shall not affect the validity of the remaining provisions. An invalid or unenforceable provision shall be deemed to be replaced by a valid provision that comes closest to the economic purpose pursued by the parties. The same applies to loopholes in the contract.

Special part for the delivery and manufacture of goods

1. Delivery of goods
   • Deliveries shall be made "free domicile" to the place of destination, unless otherwise agreed. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Duisburg. The respective place of destination is also the place of performance (obligation to be performed at the place of performance).
2. Transfer of risk and default of acceptance
   • The risk of accidental loss and accidental deterioration of the goods 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. 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.
   • The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Contractor must also expressly offer us its service if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material, fulfillment of obligations to cooperate). If we are in default of acceptance, the Contractor may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract relates to a non-fungible item to be manufactured by the Contractor (individual production), the Contractor shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.
3. Defective delivery
   • The statutory provisions and, exclusively in our favor, the following supplements and clarifications shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Contractor.
   • In accordance with the statutory provisions, the Contractor shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions which - in particular by designation or reference in our order - are the subject of the respective contract or have been included in the contract in the same way as these GPC shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the contractor or the manufacturer.
   • In the case of goods with digital elements or other digital content, the Contractor shall be responsible for providing and updating the digital content to the extent that this results from a quality agreement in accordance with the above paragraph or other product descriptions of the manufacturer or on its behalf, in particular on the Internet, in advertising or on the goods label.
   • We are not obliged to inspect the goods or make special inquiries about any defects when the contract is concluded. Partially deviating from § 442 para. 1 sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us upon conclusion of the contract due to gross negligence.
   • The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection 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 (notification of defects) shall in any case be deemed to be immediate and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.
   • Subsequent performance shall also include the removal of the defective goods and reinstallation, provided that the goods were installed in another item or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim to reimbursement of corresponding expenses (removal and installation costs) shall remain unaffected. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any dismantling and installation costs, shall be borne by the Contractor even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognized or were grossly negligent in not recognizing that there was no defect.
   • Notwithstanding our statutory rights and the provisions in B Section 3.5, the following shall apply: If the Contractor fails to fulfill its obligation to provide subsequent performance - at our discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we may remedy the defect ourselves and demand compensation from the Contractor for the expenses required for this or a corresponding advance payment. If subsequent performance by the Contractor has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Contractor of such circumstances immediately, if possible in advance.
   • Otherwise, we shall be entitled to reduce the purchase price or withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.
   • In deviation from lit. A clause 5, the following shall apply to the limitation period:
     • Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims for restitution in rem (Section 438 (1) No. 1 BGB) shall remain unaffected; claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us - in particular in the absence of a limitation period.
     • The limitation periods of the law on sales, including the above extension, shall apply - to the extent permitted by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.
4. Duty of information and due diligence
   • If we have informed the Contractor of the intended use of the deliveries or services or if this intended use is recognizable to the Contractor even without express notification, the Contractor shall be obliged to inform us immediately if the Contractor's deliveries or services are not suitable for fulfilling this intended use.
   • The contractor shall ensure that the deliveries and services comply with the environmental protection, accident prevention and other occupational safety regulations, the safety regulations and all legal requirements applicable in Germany and the European Union, and shall inform DBI of any special treatment and disposal requirements that are not generally known with each delivery.
   • Subsequently recognized safety-relevant defects based on product observations must be reported to us without request even after the warranty period has expired.
5. Retention of title Retentions of title by the contractor shall only apply insofar as they relate to our payment obligation for the delivery item to which the contractor retains title. In particular, extended and prolonged retention of title are not permitted.
6. Property rights
   • The Contractor warrants that no industrial property rights of third parties are infringed in connection with the intended use of the goods. If claims are asserted against us by a third party in this respect, the Contractor shall be obliged to indemnify us against all claims and resulting obligations upon first written request.
   • Further legal claims due to defects of title of the delivered products remain unaffected.

Special section for services

1. Provision of services, changes to services, additional services
   • The Contractor shall provide the specifically commissioned service with the diligence of a prudent businessman and in compliance with the current state of knowledge and technology.
   • If the Contractor provides its own employees, it shall ensure that the services are only provided by employees who have the necessary skills, experience and qualifications. Should we have justified doubts about the qualifications of the Contractor's employees, we shall be entitled to demand that the Contractor replace these employees immediately.
2. Organization of the cooperation
   • We shall provide the Contractor with the documents, data and information essential for the provision of the service.
   • The provision of the documents, data and information and/or corresponding information carriers does not constitute the granting of any license, usage or industrial property rights in favor of the Contractor. We hereby reserve all rights.
   • The Contractor must notify us immediately in writing of any inadequate cooperation on our part. Otherwise we shall not be in default and the Contractor may not invoke a lack of cooperation on our part.
   • Prior to commencement of performance, the Contractor shall appoint a responsible person who shall be available to us as the first point of contact for all matters relating to the contract. The Contractor shall inform us immediately of any change of contact person.
3. Copyright, rights to work results
   • Each contracting party shall remain the owner of its intellectual property (protected and/or unprotected) existing at the time of conclusion of the contract.
   • The industrial property rights and copyrights created by the Contractor in connection with the performance of the contract shall belong exclusively to us and shall be transferred to us in full by the Contractor in accordance with the following provisions.
   • The Contractor shall transfer to us the exclusive, irrevocable, transferable and sublicensable right of use, unlimited in time and space, to all results or partial results created by it in connection with the performance of the contract. This right of use includes in particular the duplication, distribution, public reproduction and making available to the public in all known and unknown types of use, including the right to process and further develop and use the results created in this way to the aforementioned extent. At our request, the Contractor waives the right to be named as author or co-author.
   • If existing industrial property rights, copyrights or unprotected knowledge (know-how) of the Contractor are used within the scope of the performance of the contract and if these are necessary for the utilization of the work result by us, we shall receive a non-exclusive right of use to the industrial property rights, copyrights and unprotected knowledge (know-how). This includes all types of use, in particular those mentioned in the above paragraph.
   • The above transfer of rights is compensated with the agreed remuneration.
   • The Contractor warrants that all services rendered are not encumbered with copyrights, ancillary copyrights or other rights of third parties. In this respect, the Contractor shall indemnify us against all third-party claims and the resulting obligations, damages, costs and expenses (in particular reasonable external legal fees).
   • If the contractual use is impaired by third-party property rights, the Contractor shall have the right, to an extent that is reasonable for us, either to modify the contractual services in such a way that they fall outside the scope of protection but nevertheless comply with the contractual provisions, or to obtain the authorization to use them in accordance with the contract without restriction and without additional costs.
4. Liability, acceptance and transfer of risk
   • The Contractor's liability shall be governed by the statutory provisions.
   • If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If d is in default of acceptance, this shall be deemed equivalent to acceptance.

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