Purchasing Terms and Conditions

Terms and Conditions for the Purchase of Production Materials

§ 1 General Provisions

The following general terms and conditions of purchase (“Purchase Terms”) shall exclusively apply to all contracts for the purchase of goods and utilisation of services (“Goods”) by DDL Fasteners GmbH (“DDL”) with the Supplier. Differing or contrary terms of the Supplier shall not apply except if expressly agreed upon in writing.
These Purchase terms shall also govern all future transactions between the parties and shall also apply if DDL accepts deliveries despite its knowledge of differing or contrary terms.
These terms and conditions of purchase shall only apply vis-à-vis entrepreneurs, governmental entities, or special governmental estates in meaning of sec. 310 paragraph (1) of the German Civil Code (“BGB”).

§ 2 Purchase Order and Supply Contract

A Supply Contract is concluded between the Parties upon DDL issuing a Purchase Order for the delivery of goods by the Supplier and will only come into effect upon the receipt of the Supplier’s Order Confirmation in writing (an e-mail will suffice).
DDL is bound to its Purchase Order for a period of two (2) weeks after the date of the Purchase Order unless otherwise specified in the Purchase Order. The Supplier shall accept the Purchase Order in writing (an e-mail will suffice) within a reasonable time not exceeding five (5) calendar and / or by delivering the goods within the stated period. In the event, the Supplier fails to issue the Order Confirmation within the period stated in the Purchase Order, the delayed Order Confirmation of the Supplier shall be deemed to be a new offer for the delivery of goods to DDL.
The Supplier is obliged to inform DDL about any modifications of technical details and / or reasonable modifications of shape, colour, or weight of the goods that will affect the ability to meet the specified purchase requirements (hereinafter “Information”). DDL will review the information. If the changes are acceptable DDL shall inform the Supplier within ten (10) calendar days after the receipt of the Information. If the changes are not acceptable and / or DDL omits to inform the Supplier within these period that the changes are acceptable a Purchase Contract about such goods is not concluded.

§3 Prices and Terms of Payment

The price specified in the Purchase Order by DDL shall be binding.
The specified prices include delivery to our facilities, the respective statutory VAT and all costs and expenses relating to packaging, marking, handling, freight, insurance, and other applicable costs and expenses unless agreed otherwise between the parties in writing (an e-mail will suffice).
Supplier shall notify DDL immediately if the stated prices do not include the costs and expenses for packaging. In such an event, Supplier must state the actual costs and expenses for packaging which DDL shall have to pay. DDL is entitled to request Supplier to demonstrate and prove that the charged costs for packaging also correspond to the costs actually incurred for packaging. DDL is only obligated to pay such additional costs and expenses for packaging if DDL has explicitly agreed to pay these costs
Supplier shall provide a correctly rendered invoice which (i) is in accordance with the price set forth in the Purchase Order, (ii) is delivered to the invoice address specified by DDL on the Purchase Order, (iii) is in accordance with legal requirements, such as separately stated VAT and (iv) provides sufficient details, such as an order number, an article number, and the delivery quantity.
Unless otherwise agreed between the Parties in writing (an e-mail will suffice) the purchase price is due within thirty (30) calendar days from (i) the receipt of the goods and (ii) the receipt of the proper invoice with a 3% cash discount or net within fourteen (14) days after from the receipt of the goods and the proper invoice.
Payment does not constitute an acknowledgement by DDL of proper delivery or performance and shall therefore not constitute a waiver by DDL of any of its rights and remedies under these Purchase Terms or the applicable law.
DDL reserves all rights to offset or retain payment provided by applicable law.

§ 4 Delivery

Delivery periods and dates stated in the Purchase Order or otherwise agreed upon are binding. The Supplier shall deliver the goods to the delivery location stated in the Purchase Order not later than the delivery date. In case no delivery address is stated in the Purchase Order and the parties have not agreed on a different delivery address otherwise the supplier shall deliver the goods to the registered office of DDL.
The Supplier shall immediately inform DDL of any impending or actual delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.
DDL shall not be obligated to accept goods delivered prior to the delivery date stated in the Purchase Order. DDL may, at its discretion, accept or reject goods delivered prior to the delivery date stated in the Purchase Order.
In case of default in delivery the Supplier shall pay to DDL as liquidated damages and not as a penalty for each calendar day of delay a lump sum of 0,25 % of the net contract price up to a maximum amount of 5 % of the net contract price. The Supplier is entitled to prove that DDL has suffered no or a significantly lesser damage. The right of DDL to prove that it has suffered a greater damage remains unaffected.
Any acceptance of partial deliveries, late deliveries, and early delivers shall not constitute a waiver of any claims of DDL regarding the improper delivery. In case of default in delivery DDL reserves all rights under applicable law.

§ 5 Title and Risk of Loss; Retention of Title

The transfer of risk (meaning the risk for loss and / or deterioration of the goods) shall pass to DDL according to the agreed INCOTERM® stated in the purchase order of DDL. In case no INCOTERM® has been stated in the purchase order, the transfer of risk shall pass to DDL upon delivery at the agreed place at the agreed time after DDL has received the goods at the agreed delivery address at the agreed delivery time.
Supplier shall insure the goods against loss or damage by fire or other perils until the goods have been properly delivered to DDL.
Broad or extended retentions of title of the goods are not accepted and therefore are rejected by DDL.

§ 6 Packaging and Labelling; Duty of notification in the event goods need special treatment

The Supplier is solely responsible for the safe and suitable packaging and labelling of the goods. The Supplier shall provide goods that, at a minimum, contain labelling on the goods with a name plat with a model and a serial number of the goods. The Supplier is obligated to notify DDL without hesitation in the event that ordered goods require a special treatment in case of packaging, transport, storage, handling and waste disposal.

§ 7 REACH, RoHS, Conflict Material

Supplier hereby represents and warrants that the goods (including their components, parts and materials) are fully compliant with any applicable rules and regulations on the restriction of hazardous substances, including, without limitation, Directive 2002/95/EC, as such may be amended from time to time, and any regulations, rules, releases or orders relating thereto adopted by any applicable government agency (RoHS Directive). In particular, Supplier shall, at DDL’s request, furnish to DDL a declaration of RoHS compliance for any good supplied hereunder. Supplier hereby represents, warrants and certifies that the goods (including their components, parts and materials) are fully compliant with the requirements of Regulation (EC) No. 1907/2006 (Registration Evaluation and Authorisation of Chemicals), as such may be amended from time to time, and any regulations, rules, releases, decisions or orders relating thereto adopted by any applicable government agency (REACH Regulation). In particular, Supplier will meet its disclosure obligations under Art. 33 of the REACH Regulation by informing DDL of any good containing a substance of Very High Concern (SVHC) over 0,1 % by weight and shall provide DDL with sufficient information to allow safe use of any such good, including, without limitation, the provision of a comprehensive material safety data sheet.
Supplier represents and warrants that none of the materials it supplies or will supply to DDL pursuant to these Purchase Terms will contain any columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which originate in the Democratic Republic of the Congo (Conflict Materials); and that no Conflict Materials are manufactured, to be manufactured, or contracted to be manufactured by the Supplier pursuant to these Purchase Terms.

§ 8 Export Control Laws

Supplier warrants and certifies to DDL that it complies with all applicable export or import laws, legislations, regulations and restrictions, including, without limitation all Export Administration Regulations of the United Department of Commerce, such as U. S. Export Administration Regulation, the Office of Foreign Assets Control Regulations, the European Union Dual Use Export Control Regime among other applicable national legislation relating to trade controls.
In the absence of available license exemptions or exemptions, Supplier must obtain the appropriate licenses or other approvals, if required, for export of hardware, technical data, and software, or for the provision of technical assistance.
Supplier shall defend, indemnify and hold harmless DDL for any damages, costs or expenses incurred by DDL as a result of Supplier’s failure to comply with this Section of the Purchase Terms.

§ 9 Intellectual Property

The Supplier warrants and assigns to DDL that the use or sale of the delivered goods, or any part thereof, or the designs of the goods provided by the Supplier, does not infringe upon any valid existing patent, copyright, trademark, or trade secret or any other intellectual property right of any third party, whether registered or not.
The Supplier shall, upon first demand, indemnify DDL and hold DDL harmless from and against any and all claims raised by third parties against DDL based on the accusation of the infringement of intellectual property rights, and shall reimburse any and all expenses in conjunction with such claims, in particular those pursuant to paragraphs 683 and 670 of the German Civil Code (“BGB”).
The supplier shall defend, upon first demand, indemnify and hold DDL harmless from and against all claims, costs, expenses, damages and losses (including without limitation any direct or indirect or consequential losses, loss of profit, loss or reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by DDL arising out of or in connection with any claim made against the Supplier and / or DDL based on an actual or alleged infringement of any intellectual property rights.

§10 Warranties and Indemnifications

The Supplier is obligated to carry out an outgoing inspection of the goods prior to delivery in order to demonstrate the contractual conditions. The Supplier and its subcontractors must maintain an effective quality management system to ensure product and process integrity in accordance with ISO 9001:2015, EN 9100:2018, EN 9120:2018 or equivalent and in accordance with any existing Quality Management System (QMS) provided by DDL.
Supplier warrants that the goods will perform in accordance with the performance requirements in accordance with § 434 (1), (2) sentence 1 and sentence 2 of the German Civil Code (“BGB”). Supplier further warrants that the goods will be merchantable, of good material and workmanship, free from defects.
DDL shall examine the goods upon delivery in accordance with § 377 of the German Commercial Code (“HGB”) prior to acceptance and in accordance with the following provisions:
- DDL’s inspection duties shall be limited to defects that become apparent during DDL’s initial product control immediately after receipt of the goods by external examination of the goods, the packaging, including the delivery documents, such as but without limitation transport damages, incorrect or lower delivery quantity, or which become recognisable during DDL’s quality control by random sampling.
- In the event of acceptance has been granted by DDL, there is no obligation to examine the goods.
- In all other cases, the feasibility of an inspection will be determined on a case-by-case basis, considering the circumstances of the individual case.
- DDL shall give notice of obvious non-conformities, discovered during the initial entrance examination upon delivery, immediately and timely within five (5) business days (Monday – Friday) after the discovery.
- Notice of non-conformities which could not have been discovered during the initial entrance examination shall be given within five (5) calendar days after the non-conformity is determined.
Without prejudice to any other right or remedy provided by the Supply Contract or the applicable law, in the event of a breach of either or the warranties outlined herein during the Warranty Period of three (3) years after receipt and inspection (Section 3) of the goods, Supplier shall without undue delay repair, replace or modify the defective goods at its own costs at DDL’s election as soon as possible and in any event within fourteen (14) days after receipt of DDL’s notification.
In the event of failure of the Supplier to repair or replace the goods as required herein, DDL is entitled to engage a third party to rectify or replace the defective good in which case Supplier shall reimburse DDL in full on an indemnity basis for any losses incurred by Supplier in obtaining substitute goods and / or services from a third party. DDL also is entitled to treat the Supply Contract as discharged by the Supplier’s breach and require the repayment of any part of the price which has been paid or that proportion of the amount paid which relates to such goods.
Supplier warrants that all goods delivered, in full or parts of it, genuine and made of new authentic materials from authorised sources. Thus, Supplier warrants and represents that no counterfeit or suspect counterfeit parts are to be delivered or contained within delivered product. If suspect / counterfeit party are furnished under this purchase order and are found in any of the goods delivered hereunder, such items will be impounded by DDL. Supplier shall promptly replace such suspect / counterfeit parts with parts that are acceptable to DDL. Supplier shall be liable for all costs relating to the removal and replacement of the said parts. DDL reserves all contractual rights and remedies to address grievance and detrimental impacts cause by suspect / counterfeit parts.

§ 11 Spare and Replacement Parts

During a period of ten (10) years after DDL’s acceptance of the delivered goods pursuant to the Purchase Terms, Supplier shall maintain, at its expenses, the ability to and shall sell spare and replacement parts to DDL. Unless otherwise agreed to by DDL, the prices during this period shall be prices (if any) specified for such spare and replacement parts in the former purchase order of the goods, or if no such prices are specified, the then – current prices generally charged by Supplier; provided that such prices shall not be higher than those extended to any other customer.
Supplier shall inform DDL if it intends to permanently discontinue the production of any spare and replacement parts or to change the spare and replacement parts technically or in terms of design in such a way that this affects the use of the parts by DDL. The notification may not be made less than six (6) months before the intended cessation or production or the planned modification.
If Supplier fails to notify DDL in due time within the remaining term of 10 years, DDL is entitled to invoice the Supplier for the replacement of the spare and replacement parts by a third party.

§ 12 Limitation period

Warranty claims shall be time-barred after 36 months of the passage of risk.

§ 13 Product liability

The Supplier shall be responsible for all claims asserted by a third party against DDL for a personal injury and / or a damage of property caused by a defective product according to paragraph three (3) of the German product liability act (“ProdHaftG”).
In the event a third party raises a claim based on the German product liability act (“ProdHaftG”) and / or based on the defect of delivered goods (with the meaning of a defect (“Fehler”) according to paragraph three (3) of the German product liability act (“ProdHaftG”) the Supplier is obligated to indemnify DDL and hold DDL harmless from and against all such claims unless the claim is based on the intentional or grossly negligent breach of DDL’s duties.
Without limitation of the foregoing, the Supplier is obligated to reimburse DDL for all expenses incurred by the defence of such claims raised by a third party pursuant but without limitation to the paragraphs 683 and 670 of the German Civil Code (“BGB”).
The Supplier is obligated to maintain a product liability insurance witch also covers the costs for a product recall of defect goods at its own expense with a minimum coverage of 10.000.000 EUR for each year and at least 5.000.000 EUR for each event. The supplier is, at the request of DDL, obligated to prove the maintenance of such an insurance (for example by sending a copy of the insurance policy).

§ 14 Confidential Information

The Receiving Party, meaning the Party which receives Confidential Information (any information relating to a Party or its business that is of confidential or proprietary nature) from the other Party, acknowledges and agrees that
and
- the Receiving Party has no right, title, interest, or licence in or to the Disclosing Party’s Confidential Information.
The Receiving Party agrees and covenants that it shall use such Confidential Information solely for the purpose of the Supply Agreement, and the Confidential Information will for all purposes, be held by the Receiving Party in strict confidence, and the Receiving Party will not, and will not allow any of its Representatives to disclose, divulge or communicate orally, in writing or otherwise to any Person any part of the Confidential Information.
The Receiving Party takes appropriate measures to protect the Confidential Information of the same nature it protects its own proprietary and Confidential Information and will keep a record of the Confidential Information and all Representatives to whom it is provided.
The Receiving Party will notify the Disclosing Party immediately upon discovery of any breach of this Section or any unauthorised or unlawful disclosure, divulgence, communication, or use of the Disclosing Party’s Confidential Information.
Upon written request by the Disclosing Party the Receiving Party will promptly return or destroy the Confidential Information and provide a written certification of the destruction of all documents, physical or tangible manifestations and electronic forms of the Confidential Information, including all copies, reproduction and application of the Confidential Information, without retaining any copies or records. Notwithstanding the aforementioned the Receiving Party may retain copies of Confidential Information that are stored on Receiving Party’s IT backup and disaster recovery system until the ordinary course of deletion thereof or as required by applicable law or regulatory requirements. The Receiving Party shall continue to be bound by the terms and conditions of these Purchase Terms with respect to such retained Confidential Information.
If the Receiving Party or any Representative of the Receiving Party is required by applicable law or requested by a governmental authority or a subpoena to disclose any Confidential Information, the Receiving Party will, prior to making the disclosure and to the extent not prohibited by law, provide the Disclosing Party with prompt written notice (an e-mail will suffice) of that requirement or request so that the Disclosing Party may contest the disclosure of the Confidential Information and seek an appropriate remedy, such as injunction relief. Due to such a request or requirement the Disclosing Party shall only disclose that portion of Confidential Information, which is legally required, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
The covenants and obligations contained in this section will survive the expiration of any (Supply) Agreement between the Parties for a period of five (5) years.

§ 15 Security Declaration for Authorised Economic Operator (AEO)

The Supplier hereby declares that:

goods, which are produced, stored, forwarded or carried by order of Authorised Economic Operators (AEO), which are delivered to AEO or which are taken for delivery from AEO
- are produced, stored, prepared and loaded in secure business premises and secure loading and shipping areas
- are protected against unauthorized interference during production, storage, preparation, loading and transport
reliable staff is employed for the production, storage, preparation, loading and transport of these goods
business partners who are acting on my behalf are informed that they also need to ensure the supply chain security as mentioned above.

§ 16 Amendments and Notifications

No amendments to these Purchase Terms shall be effective unless made in writing and signed by duly authorised representatives of both Parties.
All notifications must be made in writing (e-mail is not sufficient), unless otherwise stipulated in these Purchase Terms.

§ 17 Prevailing Language

These Purchase Terms shall be governed, interpreted, and construed in the English Language only. All other translations are intended to simplify readability for the Supplier. In the event of misunderstandings or difficulties of interpretation, the English version shall be consulted as an aid to interpretation.

§ 18 Assignment

Each Party shall not assign the Supply Contract or its obligations, in full or parts of it, hereunder to a third party (except affiliates or subsidiaries) without written consent of the other Party.

§ 19 Waiver

The failure of DDL to insists upon the performance of any of these Purchase Terms or to exercise a right hereunder, shall not be construed as a waiver of the future performance of any such term or condition of the future exercise of such right, but the obligation of DDL with respect to such future performance shall continue in full force. Without limitation the foregoing, any waiver by DDL muss be in writing and signed by an authorised representative to be effective and enforceable.

§ 20 Right of Access and inspection

In so far as required by any certificate and / or quality management certification each party grants the other party the right to access its facilities including its offices, plants, production facilities, warehouses, and other storage areas during regular business and / or production hours (whichever is applicable) in order to carry out necessary inspections and audits. Furthermore, as part of the obligation to grand access to its facilities, each party is obligated to grant the other party the right to check any of its business documents related to the contractual relationship between the parties.

§21 Applicable Law

The Contract (including non-contractual disputes or claims arising out of or in connection with it) is governed by and construed in accordance with the law of the Federal Republic of Germany, and expressly exclude the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§22 Arbitration

All disputes arising out of or in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law.
The arbitral tribunal shall be compromised of three (3) members.
The seat of the arbitration shall be Frankfurt, Germany.
The language of Arbitration shall be German.
In case the amount in dispute is lower than 50.000,00 EUR net (in words: fifty thousand Euro net) the arbitral tribunal shall be compromised of one (1) member and the arbitration shall be conducted according to the Expedited proceedings and Annex 4 of the DIS Arbitration Rules shall apply.

Revised August 2024