General Terms and Conditions of Purchase

§ 1 General Provisions - Scope of Application

(1) Our terms and conditions of purchase apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the supplier unless we have expressly agreed to their validity in writing. Neither the failure to object nor the unconditional acceptance of the delivery or payment thereof constitutes an acknowledgment of the supplier's terms and conditions.
(2) All agreements made between us and the supplier for the execution of the delivery must be recorded in writing.

(3) Our terms and conditions of purchase apply only to businesses.

§ 2 Order and Order Confirmation

We may revoke the order if the supplier does not accept it in writing within two weeks of receipt (order confirmation). Delivery calls become binding at the latest if the supplier does not object within two weeks of receipt. If the order confirmation deviates from the order, the buyer is only bound if they have agreed to the deviation in writing. The transfer of orders/contracts to third parties is prohibited without our prior written consent and entitles us to withdraw from the contract in whole or in part and to claim damages.

§ 3 Prices - Payment Terms

(1) The prices specified in the order are fixed prices and include all ancillary services required for the fulfillment of the contract. The applicable statutory value-added tax is not included in the price. In the absence of a separate written agreement, the price includes delivery including packaging. The return of packaging requires a special agreement.
(2) Invoices must indicate the order number specified in our order. If this information is missing, the invoice is not due for payment.

(3) Unless otherwise agreed in writing, we will pay the purchase price at our discretion either within 14 days from delivery and receipt of the invoice with a 3% discount or within 30 days net.

(4) We are entitled to rights of set-off and retention to the extent permitted by law.

(5) Our payments do not constitute an acknowledgment of the conformity of the performance or the correctness of the calculation.

(6) Without our prior written consent - which may not be unreasonably withheld - the supplier is not entitled to assign or have collected by a third party any claims they have against us.

§ 4 Delivery Time

(1) The delivery time specified in the order is binding and, unless a specific date is given, begins with the date of issue of the order. Compliance with the delivery time is determined by the receipt of the goods at our premises or at the agreed delivery location.
(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to them that indicate that the agreed delivery time cannot be met.

(3) In the event of a delay in delivery, we are entitled to the statutory claims. In particular, we are entitled to demand damages instead of performance or to declare the withdrawal from the contract after the fruitless expiration of a reasonable period.

(4) If the agreed delivery period is exceeded for reasons attributable to the supplier, we are entitled to demand a contractual penalty of 0.3% for each commenced working day of delay, but not more than 5% of the agreed remuneration. Even if the corresponding reservation is omitted upon delivery, performance, or subsequent performance, the contractual penalty can be claimed by us until the final payment.

§ 5 Transfer of Risk - Documents

(1) Unless otherwise agreed in writing, the delivery shall be at the supplier's expense.
(2) The supplier is obliged to indicate our complete order numbers on all shipping documents and delivery notes.

§ 6 Defect Inspection - Liability for Defects

(1) We will inspect the delivery immediately upon receipt to determine whether it corresponds to the ordered quantity and type, whether there are externally visible transport damages or externally visible defects. Discovered defects will be reported to the supplier. Corresponding complaints can be made within one month from delivery or performance or, if the defects are only noticed during processing or use, from the time of their discovery. We have no further obligations towards the supplier than the aforementioned inspections and notifications.
(2) We are entitled to the statutory claims for defects without reduction; in any case, we are entitled to demand from the supplier, at our discretion, the rectification of the defect or the delivery of a new item. The right to damages, in particular the right to damages instead of performance, is expressly reserved. Further or other statutory claims remain unaffected. We are entitled to demand from the supplier all costs incurred in connection with rectifications or new deliveries (including transport, sorting, installation/removal, material, and labor costs of third parties or our own employees at reasonable transfer prices).

(3) We are entitled to rectify the defects at the supplier's expense if there is an imminent danger or special urgency or if delivery is made after the occurrence of delay.

(4) The supplier shall provide a warranty of three years for its deliveries and services, unless the law provides for longer periods. In this case, the longer statutory period shall apply.

§ 7 Product Liability - Indemnification - Liability Insurance Coverage

(1) To the extent that the supplier is responsible for a product defect, it is obliged to indemnify us against third-party claims for damages upon first request.
(2) Within the scope of its liability for damage cases within the meaning of paragraph (1), the supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 of the German Civil Code (BGB) or §§ 830, 840, 426 BGB that arise from or in connection with a recall action carried out by us. We will inform the supplier - as far as possible and reasonable - about the content and scope of the recall measures to be carried out and give them the opportunity to comment. Other statutory claims remain unaffected.

(3) The supplier undertakes to maintain product liability insurance with a coverage amount of 10 million per personal injury/property damage - lump sum; if we are entitled to further claims for damages, these remain unaffected.

§ 8 Conformity and Conflict Minerals

(1) The supplier undertakes to comply with the provisions on conflict minerals ("conflict minerals" within the meaning of the Dodd-Frank Act) set out in Section 1502 of the "Wall Street Reform and Consumer Protection Act" ("Dodd-Frank Act"). If conflict minerals are required for the manufacture or function of the products supplied by the supplier, their origin must be disclosed. Upon request, the supplier shall provide Grüninger Electronics GmbH and its affiliated companies with complete and immediate documentation required by the Dodd-Frank Act regarding the use and origin of conflict minerals.
(2) The supplier also guarantees that the "RoHS Directive" (Directive 2002/95/EC of the European Parliament and of the Council of 27 January 2003) and the "REACH Regulation" (Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006) are taken into account in the manufacturing process of the contract items, including packaging.

(3) If we are held liable by customers, competitors, or authorities for the use of non-conflict-free materials within the meaning of the Dodd-Frank Act or for violations of the REACH regulations, we are entitled to demand indemnification from these claims or compensation for the damage from the supplier, insofar as this is attributable to goods of the supplier.

§ 9 Intellectual Property Rights

(1) The supplier guarantees that no industrial property rights, including copyrights, conflict with the contractually agreed use of the delivery.
(2) If we are held liable by a third party for the infringement of such rights, the cause of which is the delivery, the supplier is obliged to indemnify us against these claims upon first written request.

(3) The supplier's obligation to indemnify extends to all expenses that necessarily arise for us from or in connection with the claim by a third party.

(4) The limitation period for this is ten years from the conclusion of the contract.

§ 10 Retention of Title - Provision of Materials - Tools - Confidentiality

(1) If we provide parts to the supplier, we retain title to them. Material provisions must be stored separately from the property of the supplier or third parties free of charge. The supplier is liable for damage or loss. Provided parts may only be used as intended. Processing or transformation by the supplier is carried out for us. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
(2) If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is such that the supplier's item is to be regarded as the main item, it is agreed that the supplier transfers co-ownership to us proportionally; the supplier retains sole ownership or co-ownership for us.

(3) To the extent that the security rights to which we are entitled according to paragraph (1) and/or paragraph (2) exceed the purchase price of all our unpaid reserved goods by more than 10%, we are obliged to release the security rights at our discretion upon request of the supplier.

(4) We retain title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value at its own expense against fire, water, and theft damage. At the same time, the supplier assigns to us all claims for compensation from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work as well as all maintenance and repair work on our tools at its own expense in a timely manner. Any incidents must be reported to us immediately; if this is culpably omitted, claims for damages remain unaffected.

(5) We retain ownership and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the manufacture based on our order; after processing the order, they are to be returned to us without being requested. They are to be kept confidential from third parties. The obligation of confidentiality also applies after the processing of the contract.

§ 11 Jurisdiction - Place of Performance - Choice of Law

(1) The place of jurisdiction is Stuttgart. We are also entitled, at our discretion, to sue the supplier at its general place of jurisdiction.
(2) Unless otherwise specified in the order, our place of business is the place of performance.

(3) The substantive law of the Federal Republic of Germany applies exclusively to all legal relationships between the supplier and us. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

(4) If individual clauses of these terms and conditions are or become wholly or partially invalid, this does not affect the validity of the remaining clauses and concluded contracts. To the extent that the terms and conditions of purchase do not contain a regulation, the statutory provisions apply.