General Terms and Conditions of Purchase

 of STOCK-INTERTRADE GmbH

​

1. General - Scope of Application
   
   1.1The general terms and conditions of purchase (hereinafter referred to as "Purchase Conditions") of Stock-Intertrade GmbH, Spenglerstraße 67, 23556 Lübeck, registered under HRB 24026 HL (hereinafter "Stock-Intertrade" or "we"), apply to all business relationships with our business partners and suppliers (hereinafter referred to as "Supplier"). The Purchase Conditions apply only if the Supplier is an entrepreneur (§ 14 of the German Civil Code), a legal entity under public law, or a special fund under public law.
   1.2 The Purchase Conditions apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as "Goods"), regardless of whether the Supplier manufactures the Goods themselves or purchases them from subcontractors.
   1.3 We do not recognize any terms of the Supplier that contradict or deviate from our Purchase Conditions, unless we have expressly agreed to their validity in writing. In this case, they shall apply only to the respective individual contract.
   1.4 Our Purchase Conditions also apply even if we accept the ordered Goods from the Supplier, either in whole or in part, without reservation or make payment, while being aware of terms of the Supplier that contradict or deviate from our Purchase Conditions. By executing the agreed-upon delivery of Goods, our Purchase Conditions are fully acknowledged.
   1.5 Our Purchase Conditions also apply to all future transactions with the Supplier, without the need for us to refer to them again in each individual case.
   1.6 Legally significant declarations and notifications by the Supplier regarding the contract (e.g., setting deadlines, reminders, withdrawal) must be made in writing. "In writing" within the meaning of these conditions includes both written and text form (e.g., letter, email, fax). Statutory requirements for form remain unaffected.
   1.7 In case of doubt, the German version of these conditions shall prevail.
    

2. Offers, Orders
   
   2.1 Offers must be submitted free of charge and are binding. Offers from suppliers are considered accepted only with an explicit written statement from our side.
   2.2 Orders and other declarations from our side are only binding if they are issued or confirmed in writing by us. They are considered accepted without modification if not objected to within 5 working days.
   2.3 We may request changes to the Goods in terms of design and execution at any time. The Supplier is obligated to make such changes immediately. The Supplier may object to the change request if the implementation of the changes is unreasonable or technically infeasible. If a change requires an adjustment to the supply contract, especially with regard to additional or reduced costs, the contracting parties will agree on this in a reasonable and mutual manner.
    

3. Delivery
   
   3.1 Agreed dates and deadlines are binding. The adherence to the delivery date or delivery period is determined by the receipt of the goods by us. Unless explicitly agreed otherwise, all deliveries must be made "delivered duty paid" (DDP) in accordance with Incoterms® 2020.
   3.2 If agreed dates are not met, the statutory provisions apply. The Supplier is obligated to inform us immediately in writing if they are likely to be unable to meet the agreed delivery times – for whatever reason.
   3.3 If the Supplier fails to perform their service or fails to do so within the agreed delivery time, or if they fall into default, our rights, particularly regarding withdrawal and compensation, are determined by the statutory provisions. The provisions in section 3.4 remain unaffected.
   3.4 If the Supplier is in default, we can, in addition to further statutory claims, demand a lump-sum compensation for our default damage amounting to 0.3% of the net price per working day, but not exceeding 5% of the net price of the delayed goods in total. We reserve the right to prove that a higher damage has occurred. The Supplier reserves the right to prove that no damage or only a significantly lower damage has occurred.
   3.5 In the event of imminent or actual delay, we can require the Supplier to choose the fastest form of transport, with the Supplier bearing the increased costs compared to normal transport.
   3.6 The unconditional acceptance of the delayed delivery does not constitute a waiver of our right to compensation due to the delayed delivery; this applies until the full payment of the amount owed by us for the affected delivery.
   3.7 Partial deliveries are generally not permitted, unless we have expressly agreed to them or they are reasonable for us.
    

4. Prices, Payment Terms
   
   4.1 The prices specified in our order confirmations or orders are fixed prices, which are decisive unless a price reservation has been expressly confirmed by us in writing.
   4.2 The prices stated in our order confirmations or orders are net prices, excluding VAT at the applicable statutory rate.
   4.3 All prices include all transport and ancillary transport costs (e.g., proper packaging, transport and liability insurance) to the specified delivery location (DDP "Delivered Duty Paid" in accordance with Incoterms® 2020), even if this is not explicitly mentioned.
   4.4 For deliveries from other EU member states, the Supplier must provide us with their VAT identification number prior to delivery.
   4.5 If we accept goods before the agreed delivery date, this does not lead to early due dates.
   4.6 In the event of incorrect delivery, we are entitled to withhold payment in proportion to the value until proper fulfillment.
   4.7 The Supplier is not entitled to assign their claims against us or to have them collected by third parties without our prior written consent, which may not be unreasonably withheld. If the Supplier assigns their claims against us in violation of sentence 1 to a third party without consent, the assignment remains effective. However, we may, at our discretion, make payment with discharging effect either to the Supplier or the third party.
   4.8 Unless otherwise agreed, invoices are to be paid within 14 calendar days with a 3% discount on the net amount or after 30 days without deduction, starting from the receipt of the goods and upon receipt of an audit-compliant invoice that meets the requirements of section 4.9, sent to the billing address specified by us. Payment is subject to invoice verification.
   4.9 The invoice must comply with the applicable legal requirements, including the VAT identification number or tax number, the delivery date, the quantity and type of the billed goods, and must be sent to us in two copies. In addition, the supplier number, the delivery note number, and the order number and date must be stated on the invoice.
    

5. Shipping, Transfer of Risk
   
   5.1 The shipping date or shipping period, mode of transport, and method of dispatch are determined by us.
   5.2 Transport documents and shipping notifications must provide accurate details regarding the contents of the delivery.
   5.3 All shipping documents (such as delivery notes, waybills) and all correspondence must include the exact description, quantity, order details, address of the main supplier, and, if applicable, the name of the subcontractor. If shipping documents are missing or incomplete, we are not responsible for any resulting delays in processing and payment. The transport and shipping risk is borne by the Supplier. For "DDP delivery point" shipments, the Supplier or their representatives must obtain confirmation of receipt from the receiving location. Deliveries to a location other than the one specified by us do not transfer the risk to the Supplier, even if the delivery is accepted at that location.
    

6. Ownership
   
   We do not recognize extended or prolonged retention of title clauses. A simple retention of title is only recognized by us to the extent that it allows us to sell, process, and mix the delivered goods within the scope of normal business operations.
    

7. Notification of Defects
   
   The commercial obligations for inspection and notification of defects are governed by the statutory provisions (§§ 377, 381 of the German Commercial Code), unless otherwise agreed in the individual contract, with the following clarification: Our inspection obligation is limited to defects that become apparent during the goods receipt inspection through external examination, including delivery documents, as well as during quality control by random sampling (e.g., incorrect or incomplete deliveries). In other respects, the scope of the inspection depends on whether an inspection is reasonable under the circumstances of the individual case, considering the usual course of business. Defects that only become apparent during processing or use of the delivered goods may still be notified by us immediately upon discovery. The Supplier waives the objection of delayed defect notification to that extent. In all cases, the notification (defect notification) is considered immediate and timely if it is received by the Supplier within 5 working days.
    

8. Claims for Defects, REACH
   
   8.1 The statutory provisions regarding material and legal defects (including incorrect and partial deliveries, improper assembly/installation, or defective instructions) apply, unless otherwise provided below.
   8.2 According to statutory regulations, the Supplier is particularly liable for ensuring that the goods have the agreed-upon quality at the time of risk transfer to us. Product descriptions that are part of the respective contract, especially those referenced or specified in our order, are considered agreements regarding the quality. This applies regardless of whether the product description originates from us, the Supplier, or the manufacturer.
   8.3 We have the right to choose the manner of subsequent performance. The place of subsequent performance is the intended location of the goods. This is the location where the goods are at the time of the defect notification. The Supplier may refuse the type of subsequent performance chosen by us if it is only possible at disproportionate costs.
   8.4 If the Supplier does not begin rectifying the defect upon our request, we have the right, especially in urgent cases to prevent immediate risks or avoid larger damages, to carry out the correction ourselves or have it done by third parties at the Supplier's expense after an appropriately short notice period.
   8.5 Claims for warranty for defects expire 36 months after the transfer of risk.
   8.6 If the Supplier fulfills their subsequent performance obligation through replacement delivery, the limitation period for the replacement goods starts anew after their delivery, unless the Supplier has expressly and correctly reserved during the subsequent performance that the replacement delivery is made only as a gesture of goodwill, to avoid disputes, or in the interest of maintaining the business relationship.
   8.7 In the context of subsequent performance, the Supplier shall bear the transport, travel, labor, installation, removal, and material costs. If we incur costs and expenses due to a defective delivery related to the repair or replacement of the contract goods, which we could reasonably incur, especially costs and expenses for sorting, for an unusually extensive incoming inspection, for the investigation and analysis of the defect, as well as costs for involving external or our own personnel, the Supplier shall bear these costs, unless the Supplier is not at fault for the defect. Any contributory negligence on our part shall be taken into account when determining the reimbursable costs according to § 254 of the German Civil Code (BGB).
   8.8 The Supplier is liable for the fault of their subcontractors as if it were their own fault. The Supplier commits to providing us only with goods that comply with all the requirements of EU regulations (EC) 1907/2006 ("REACH") and (EC) 1272/2008 ("CLP Regulation"). These obligations particularly include the registration and information duties under REACH, as well as the classification, labeling, and packaging duties under the CLP Regulation. The Supplier will provide us with the necessary safety data sheets for substances and mixtures upon request, free of charge, to determine the suitability of the materials. The Supplier will send us safety data sheets unsolicited and in a timely manner before the first delivery and again whenever relevant changes arise, free of charge. In particular, compliance with the registration obligation and the submission of up-to-date and complete safety data sheets will be considered a fundamental requirement for any deliveries. The Supplier indemnifies us from any third-party claims in the event that safety data sheets are not provided, are provided late, or are incorrect. In the case of supplying products as defined by REACH, the Supplier agrees to only provide us with products whose content of substances of very high concern from the "Candidate List" of the European Chemicals Agency does not exceed 0.1% (w/w). The Supplier will notify us if a substance from the Candidate List is contained in the goods, even if below the 0.1% threshold.
    

9. Supplier Recourse
   
   9.1 Our legally determined claims for expenses and recourse within a supply chain (supplier recourse according to §§ 478, 445a, 445b BGB) are unrestricted in addition to our claims for defects. We are particularly entitled to demand from the supplier the same type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case; our legal right of choice (§ 439 (1) BGB) is not restricted by this.
   9.2 Before we acknowledge or fulfill a defect claim made by our customer, we will notify the supplier and ask for a written statement, providing a brief explanation of the facts. If a substantiated response is not provided within a reasonable time, and no amicable solution is reached, the defect claim granted by us will be deemed as owed to our customer. In this case, the supplier has the burden of proof to the contrary.
   9.3 Our claims arising from supplier recourse also apply if the defective goods have been connected with another product or otherwise processed by us, our customer, or a third party (e.g., through installation, attachment, or other processing).
    

10. Force Majeure and Other Disruptions
    
    Force majeure, unforeseeable operational disruptions, riots, strikes, labor disputes, energy shortages, official measures, and other unavoidable events, such as (ongoing) epidemics/pandemics, regardless of whether these circumstances occur with us or third parties, release us from our obligation to accept the ordered goods on time for the duration of the event and a reasonable ramp-up time. Both contracting parties are obligated to promptly provide each other with the necessary and reasonable information and to temporarily adjust their obligations in good faith to the changed circumstances, especially any possibly changed market demands. During such events and within two weeks after their end, we are — without prejudice to our other rights — entitled, in the event that an adjustment is not appropriate, to withdraw from the contract, either in full or in part.
     

11. Confidentiality
    
    11.1 The supplier agrees that we store the necessary master data for the purpose of invoicing or credit note creation.
    11.2 The contracting parties agree to treat all non-obvious commercial and technical details that become known to them through the business relationship as business secrets. Sub-suppliers of the contracting parties must be similarly obligated.
    11.3 The contracting parties may only use their business relationship for advertising purposes with prior written consent. The supplier may not advertise with or otherwise use the name, brands, or products of Stock-Intertrade without prior written consent.
     

12. Third-Party Intellectual Property Rights
    
    12.1 The supplier guarantees that the deliveries to be made by them and the use of the delivered goods by us do not infringe any industrial property rights (patents, trademarks, utility and design patents), license or copyright, protected designations, or other intellectual property of third parties.
    12.2 The supplier indemnifies us from all claims and costs, including the costs of legal action, arising from such an infringement or alleged infringement, and compensates us for any resulting damages, unless the supplier is not at fault.
     

13. Insurance
    
    The supplier is obliged to ensure appropriate insurance coverage with respect to their obligations. Upon request, the supplier must provide proof of this insurance coverage.
     

14. Compliance
    
    14.1 The supplier commits not to engage in or omit any actions within the business relationship with us that could lead to criminal liability for fraud, embezzlement, insolvency crimes, competition offenses, granting or accepting bribes, bribery, or similar offenses by employees of the supplier or other third parties. In case of a violation, we have the right to terminate all legal transactions with the supplier immediately and to cancel any ongoing negotiations.
    14.2 The supplier guarantees the payment of fair wages and equal compensation for equal work, without distinction, and ensures compliance with the applicable laws regulating the general minimum wage. The supplier will ensure that subcontractors are equally committed to this obligation. Upon request, the supplier must provide proof of compliance with this assurance. In the event of a violation of this guarantee regarding compliance with the applicable laws regulating the general minimum wage, the supplier shall indemnify us from third-party claims and is obligated to reimburse us for any fines imposed in this regard.
    14.3 The supplier will comply with the applicable legal regulations and regulations regarding environmental protection, health and safety, employee relations, and the protection of human rights.
    14.4 Notwithstanding the foregoing, the supplier is obligated to comply with all laws and regulations relevant to them and our business relationship.
     

15. Applicable Law, Jurisdiction, Place of Performance
    
    15.1 The contractual relationship is governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
    15.2 The exclusive jurisdiction for all disputes arising from the contractual relationship or in connection with it is the location of Stock-Intertrade. Notwithstanding this jurisdictional agreement, Stock-Intertrade may also sue the supplier at its business location.
    15.3 Unless otherwise stated in the order confirmation, the place of performance is the location of Stock-Intertrade.
     

16. General Provisions, Severability
    
    16.1 If a contracting party discontinues its payments or if insolvency proceedings are initiated for its assets or an out-of-court settlement procedure is applied for, the other party is entitled to withdraw from the contract for the part that has not been fulfilled.
    16.2 Set-off and retention rights, as well as the plea of non-performance of the contract, are available to us to the extent provided by law. We are particularly entitled to withhold due payments as long as we have claims against the supplier for incomplete or defective performance.
    16.3 Set-off and retention rights are available to the supplier only if their counterclaims have been legally established, are undisputed, or are acknowledged by us. Additionally, the supplier is only entitled to exercise a retention right to the extent that their counterclaim is based on the same legal relationship.
    16.4 The commercial terms in this contract are to be interpreted according to the Incoterms® 2020 (ICC International Rules for the Interpretation of Trade Terms) and any amendments in their latest version at the time of delivery. Should any provisions of these terms and conditions be wholly or partially ineffective or void, the contracting parties commit to agreeing on a provision that closely achieves the intent and purpose of the ineffective or void provision.