Our purchase and sales terms are as follows:

Sales terms

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• GTC Manolya purchase terms Dec 2014
• GTC Manolya sales terms Dec 2014

Status: 12/14

Section 1: General provisions and scope of application

1. Our purchase terms apply exclusively. We shall recognise opposed or deviating conditions of the supplier only if we have explicitly agreed to them in writing. Our purchase terms shall also apply if we perform the delivery to the supplier without any reservations in spite of knowing of terms and conditions of the supplier which are contrary to or deviate from our purchase terms.
2. The currently applicable version of our purchase terms shall also apply to all future business with the supplier.
3. Our purchase terms are valid only with purchasers.

Section 2: Orders and order acceptance

1. The supplier shall be obliged to accept our order within a period of 24 hours. Once this period has run out, we will no longer be bound by such an order. The content of our written orders alone shall apply. Orders placed verbally or supplementary agreements only become valid if confirmed by us in writing.
2. The order can be cancelled by us unilaterally up until handover of the object of purchase by the supplier to the shipping company, unless cancellation was excluded consensually ahead of time and in writing.
3. Written form can be replaced with electronic form.
4. We reserve all rights to ownership and/or copyrights of our documents, including illustrations, drawings, accounts, etc. Documents and the like are to be kept confidential from third parties. They are not to be made available to third parties without our prior written consent. They are to be used for processing of our orders only; once an order has been processed they shall be returned to us without the need for a request and technical data shall be deleted.

Section 3 Pricing, payment terms and inventory value adjustment

1. The price listed in the order is binding, unless the supplier lowers his price by the delivery date; in this case, the lowest price from contract conclusion to delivery is binding. This price shall include free delivery to the buyer’s address, as well as packaging, transportation costs, toll charges, insurance and customs.  Return of packaging is to be stipulated separately.
2. Invoices are to be sent to our business address separately and via postal service.
3. We are able to process invoices received only if, in accordance with the provisions of our order confirmation, they indicate the order number shown in our order confirmation.  The supplier shall be responsible for all consequences of non-compliance with this obligation, unless he establishes that he does not have to bear this responsibility.
4. If a delivery is not executed according to contract, or is unsatisfactory, we reserve the right to withhold payment until delivery is made to our satisfaction, and keep any sales rebates, discounts or similar payment benefits.
5. If a payment date is not stipulated in writing, we shall pay the invoice amount within 14 days from date of delivery and receipt of the invoice, minus a 3% discount, or net cash within 45 days after receipt of the invoice.  Payment was made on time if by the postmark date corresponds to the due date.
6. If a supplier lowers the price of a delivered product or reduces the price on the product invoice for some other reason or lowers a tentative sales price recommended to him for a product, we shall receive the same price benefit on products not yet sold from our inventory and outlets, or on products remaining in the inventories of our business partners.  We shall remit a debit note to the supplier as to the difference between the supplier’s quoted price and the price benefit.
7. We shall be entitled to the full range of set-off and retention rights stipulated by law.  If insolvency proceedings are legally initiated against a supplier’s assets or if an application to initiate bankruptcy proceedings on a supplier’s assets (for lack of availability of cost-covering assets, due to imminent illiquidity or due to excessive debts), we reserve the right to delay payment, in order to off-set existing or future claims, such as liabilities for defects.

Section 4: Delivery date and quantity

1. The delivery date specified in the supplier’s confirmation is binding.  If a delivery date is not specified, it shall generally be within three business days of the acceptance of our order. Compliance with the delivery date is determined by the date of receipt of the goods at our business address or at the stipulated delivery address.
2. The supplier must inform us without delay and in writing when circumstances occur, or become apparent to him, that prevent him from meeting the stipulated delivery date.
3. If delivery is delayed, we reserve the right to statutory entitlements.  In particular, we shall be entitled to demand damages due to non-fulfilment, after an appropriate grace period.
4. Partial delivery is to be noted as such on the delivery note and in the invoice.  We reserve the right to refuse partial delivery at the supplier’s expense and risk.  This also applies to exceedance of the delivery quantity in terms of goods.
5. An assessment of the correctness of the delivery is conducted by us in the form of a receiving inspection as soon as goods arrive, and must include a satisfactory number of units, satisfactory dimensions, weight and quality features.

Section 5: Delivery conditions

1. We only accept exchangeable euro-pallets. We reserve the right to charge a fee of up to 5 Euros per pallet for unpacking, disposing of and administrating any one-way pallets, industry pallets, or any other transportation devices deviating from our standards. We reserve the right to claim higher costs.
2. The dimensions of the euro-pallet and a packing height of 1.80m must not be exceeded.
3. The supplier shall be obligated to use appropriate packaging materials, in terms of both quantity and quality. This especially applies to goods delivered in large unit numbers, and without their original packaging.
4. Furthermore, the supplier is obligated to deliver goods to us within our goods receiving hours. Our goods receiving hours are Monday through Friday, from 7:00 to 12:00. We reserve the right to refuse goods delivered outside of our goods receiving hours.

Section 6: Condition of goods and labelling

1. The supplier shall guarantee that the delivered goods comply with the statutory provisions applicable to their use (in particular with product safety laws/ CE labels), with the most current state of the art, and with EU regulations. Should the goods deviate fro these provisions, the supplier is obligated to inform us of these deviations and the reasons thereof, in each individual case and before the delivery process has begun. In such a case, we reserve the right, even after receipt, to reject the goods within a period of 10 business days from notification by the Supplier, and to assert the legal warranty claims.
2. The mandatory legal labelling and labelling stipulated in the order must be affixed to each sales unit.
3. The supplier guarantees that all goods that fall under the Electrical and Electronic Equipment Act comply with the legal requirements; in particular, such devices must be produced, registered and labelled in compliance with the legal requirements, and must be disposed of in a manner that complies with said legal requirements. If certain devices are improperly labelled, we reserve the right be demand compensation for costs incurred in a post-labelling process, from the supplier.
4. The supplier guarantees that the delivered goods and packaging are in compliance with regulations pertaining to packaging, batteries, etc.; the supplier shall immediately provide appropriate evidence of compliance upon request.

Section 7: Contractual penalty

If the ordered quantity of goods is not delivered by the stipulated delivery date or if the stipulated delivery conditions are not met, we reserve the right to demand reimbursement of the supplier in accordance with section 8, without prejudice to any other statutory claims to which we are entitled, and without the need for proof. Any and all further rights and claims are hereby reserved. The supplier reserves the right to provide evidence that no damages or significantly lower damages were incurred as a result of the contractual infringement. We reserve the right to enforce such a contractual penalty within two weeks of receiving the goods or after permanently refusing an order, and to withdraw from the delivery contract.

Section 8: Extent of contractual penalties

1. Quantity deviation:
   1. Return due to partial delivery and quantity overrun: flat rate 70 Euros.
   2. Lower quantity: a flat rate of 4% of the price on the invoice of the insufficiently supplied quantity.
2. Delivery date variation (limited to 4% of the contract value):
   1. Per commenced business day of the delay: flat rate 0.1% of the price on the invoice.
   2. Per commenced business day of the early delivery from the fourth business day on: flat rate of 20 Euros.
3. Deviations from the delivery conditions: flat rate 50 Euros

Section 9: Transfer of risk and documentation

1. Unless otherwise agreed upon in writing, the delivery shall include free delivery to the buyer’s address.
2. The supplier is obligated to provide shipment documentation and delivery notes containing our exact order number; should these be omitted, we cannot be held responsible for processing delays.

Section 10: Inspection of defects and guarantee

1. We shall be obligated to examine the goods for any deviations in quality and quantity within reasonable time limits; a reasonable period of time is 5 business days from the date of delivery or, in the case of hidden defects, 5 days from the date of discovery. To meet the deadline it suffices to send a notification to the supplier.
2. We are entitled to all legal claims under warranty in full; notwithstanding this entitlement, we are also entitled to request elimination of defects or replacement deliveries from the supplier at our discretion. In this event the supplier is required to bear all expenses required in order to eliminate the defects or provide a replacement delivery. The right to claim damages, particularly for damages instead of performance of the service is expressly reserved.
3. All return shipments must be accompanied by our internal process number.
4. If, after being requested by us to do so, the supplier fails to immediately fulfil his obligations for subsequent performance, we shall be entitled in cases of emergency, and in particular to prevent severe hazards or to avoid greater damage to itself undertake or employ a third party to carry out the remedial works at the supplier’s expense and at the usual compensation rates as determined by us.
5. The supplier’s liability for defect claims covers at least 24 months from when the goods were first delivered to the end client, but can last for a period of up to 5 years after delivery to us; Article 479 (2) 3 BGB (of the German Civil Code) shall be applied.

Section 11: Product liability, indemnity and liability insurance

1. To such extent as the supplier is responsible for product damage, he is obliged to release us from third-party damage compensation claims at our initial request as if the cause were under his control and organisation and as if he were personally liable to third parties.
2. Under his liability for damages under (1) the supplier is also obligated to reimburse any expenses according to sections 683 and 670 of the Civil Code (BGB) and also according to sections 830, 840 and 426 of the Civil Code (BGB), which result from, or in connection with, any product recall action carried out by us. Insofar as possible and reasonable, we shall inform the supplier about the content and scope of the recall measures to be undertaken, and shall give him the opportunity to comment. Other contractual and/or legal claims shall hereby remain unaffected.
3. The supplier obligates himself to maintain product liability insurance with a flat rate sum insured of at least 10 million Euros per personal injury claim / property claim.

Section 12: Property rights

1. The supplier warrants that neither the goods delivered by him nor their onward supply, in any way infringe any utility models, patents, licenses or other protective rights of third parties by us.  The supplier guarantees that all fees for devices/ data carriers delivered by him have been paid, to which a copyright fee applies in accordance with German law.
2. If claims are asserted against us by a third party due to an infringement, the supplier shall be obliged to indemnify us from these claims upon first written request; we are not entitled to conclude any agreements with the third party, in particular to make a compromise, without the consent of the supplier.
3. The indemnification obligation of the supplier, which shall exist in the case of fault on the part of the supplier, refers to all expenses we necessarily incur from or in connection with the recourse by a third party.
4. The limitation period is ten years, calculated as of the conclusion of the contract.

Section 13: Cessation of ownership

1. We recognize no rights to reservation of title or other security rights, regardless of their form, content, effect and scope, and hereby expressly contradicts any such rights, as long as nothing else has been stipulated.
2. The assignment of claims against us is only effective with our written consent.

Section 14: Confidentiality and data protection

1. The supplier is obligated to keep strictly confidential all knowledge, information and business documents, unless such information is already in the public domain, has been lawfully obtained from a third party or has been independently developed by a third party; all Information shall, in addition, be exclusively used for the purposes of the business relationship. The confidentiality agreement also applies after termination of this contract; it does, however, expire once the knowledge, information and business documents have become public domain. Confidential information shall include, in particular, technical data, purchased quantities, prices and any corporate data.
2. The supplier is required due use-personalised data acquired via or due to our business relationship in accordance with the German Federal Data Protection Act. Furthermore, the supplier understands that we process and use-personalised data acquired via or due to our business relationship in accordance with the German Federal Data Protection Act.

Section 15: Contact person and availability

1. The supplier is obligated to relay the following information to us immediately after the conclusion of a contract; the supplier is liable for any consequences to or cost incurred due to neglect of this duty, unless he is able to prove that he is not responsible for these consequences.
   1. The contact person has decision-making power and phone and fax numbers for the following departments:
      – Placing of orders and process status
      – Returns and claims with regard to defects
   2. A detailed breakdown of how such as defect claims are to be validated (for example, obtaining a RMA number, etc.).

We emphasize to our suppliers that reserve the right to assert claims for defects.  We expressly reject any relegation to claims as to our rights against the manufacturer or a third party.

Section 16: Final provisions

1. Solely the laws of Germany shall apply, without regard for the conflicts of law or the United Nations Convention on Contracts for the International Sale of Goods (CISG, UN agreement on purchasing rights).
2. If the supplier is a general merchant, our place of business shall be the place of jurisdiction; however, we reserve the right to file claims against the supplier at his place of business as well.
3. Unless otherwise stated in the order, the place of performance is our principal place of business.
4. The invalidity or unenforceability of any of the above provisions, whether in whole or in part, shall not affect the validity of the remaining provision(s) or contracts hereof.

Status: 12/14

Section 1: General provisions and scope of application

1. Our sales terms are binding. We shall recognise opposed or deviating sales conditions on the part of the customer only if we have explicitly agreed to them in writing. Our sales terms shall also apply if we perform the delivery to the customer without any reservations in spite of knowing of terms and conditions of the customer which are contrary to or deviate from our sales terms.
2. The currently applicable version of our sales terms shall also apply to all future business with the buyer.
3. Our sales terms are valid only with purchasers.

Section 2: Offer and offer documents

1. We include concrete details as to availability and delivery dates in our offer.  Nevertheless, for goods we do not have in storage we must adhere to self-delivery.
2. We can accept orders within 2 weeks.
3. We can validate a contract for advance payment or cash on delivery orders upon receipt of an order confirmation in text form through Manolya.  Apart from that, we validate contracts upon receipt of an order confirmation email.
4. We shall have the exclusive ownership, trademark right and copyright of our illustrations, drawings, calculations and other documents.  Any person intent on revealing documents labelled as confidential to third parties must have our express written approval before they can be revealed.

Section 3 Pricing and payment terms

1. Unless otherwise indicated in the order confirmation, prices apply ex works; this does not include packaging, transportation costs, toll charges, insurance and customs, that will be ordered separately.
2. Our prices do not include the statutory VAT; the VAT is stated in the invoice separately at the applicable rate at the date of the invoice.
3. Any discounts will require an explicit agreement in writing in order to be applied.
4. Unless otherwise provided in the order confirmation, the net sales price in Euros (without deduction) will be due within 30 days after date of invoice.
5. The customer is entitled to the right to offset only if his counter-claim is effectively determined or recognized by us. Furthermore, he shall be authorised to exercise a right of retention only to the extent that his counter-claim is based on the same contractual relationship.
6. We reserve the right to refuse certain methods of payment, even after the order has been placed.  If you pay in advance, you shall receive a text message including the price of the order and our bank details.  Once your payment has been credited to our account, we shall send the products you ordered to you at once, subject to availability.  When paying via cash on delivery the balance is paid upon acceptance of the shipment in cash, plus any collection fees incurred at the post office or with the carrier.  Public institutions and public authorities pay by invoice; please confirm your order via mail or fax written on stationary with your official company letterhead and seal; for large orders we ask to submit a public statement on your institution.

Section 4: Delivery and delivery times

1. The fulfilment of our delivery conditions is subject to the prompt and orderly fulfilment of the customer’s obligations. The right to raise objection to non-fulfilment of the agreement is reserved.
2. If the customer delays acceptance or otherwise culpably breaches duties of cooperation, we will be entitled to demand that the loss we incur to this extent, including any additional expenses, be refunded. Any and all further rights and claims are hereby reserved.  The risk of accidental loss or deterioration of the goods will pass to the customer at the moment in which his delay in acceptance commences.
3. We will be liable in accordance with statutory provisions insofar as the customer makes claims for damages that are based on intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. If the delay in delivery is due to minor negligence and the violation of a minor contractual obligation, our liability for compensation is limited to the foreseeable damage that may typically occur.  Our representatives or vicarious agents shall not be liable, in accordance with the statutory provisions, if the delay in delivery that we caused was minor.
4. Should goods be delivered with manifest damage to the packaging or its contents, we ask you to please report this immediately, to the carrier/cargo service company and refuse acceptance, if need be, as well as contact us at once, in order for us to protect possible rights against the carrier/cargo service. Please also inform us of any hidden defects immediately after finding them, so that we can refer to our supplier.  Being our customer your warranty rights remain unaffected.

Section 5: Transfer of risk

1. The risk of accidental loss and/or of deterioration of the purchased item is transferred to the customer at the time of handing over, to the shipping agent, the carrier, or the persons or institution otherwise decided on for implementing the dispatch.
2. Insofar as the customer requires, we will cover the shipment with a transport insurance; the costs incurred to this extent will be borne by the customer.

Section 6: Defect liability

1. Claims for defects by the customer provide that the customer met his inspection- and reproof obligations according to section 377 HGB (Commercial Code) properly.
2. As for defects, we are to be notified in writing within on week from the time of discovery thereof.  Punctual sending shall be sufficient for observance of the deadline. The customer has the full burden of proof for all pre-requisites for the claim, in particular for the defect itself, for the time when the defect is determined and for the timely report of the defect. For new goods acquired from us, we grant a warranty of one year from the shipping time of the goods.
3. If the object of sale has a defect, we shall have the right to choose between subsequent performance in the form of remedy of the defect or delivery of a new item free of defects.
4. Should the subsequent performance fail, the customer is then entitled to can at his choice demand reduction or declare cancellation of the contract.
5. We will be liable in accordance with statutory provisions insofar as the customer makes claims for damages that are based on intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. If we commit a slightly negligent infringement of a contractual obligation, liability for damages shall be limited to the foreseeable typically occurring damage.
6. Liability on account of culpable injury to life, limb or health shall not be affected; this shall also apply to mandatory liability as provided for in the product liability law.
7. The statutory limit for defect claims is 12 months, from the time of transfer of risk.
8. Warranty claims expire if unauthorised third parties have interfered with the objects delivered by us or made any changes to them or if consumables are used that do not comply with the specifications of the individual products delivered by us. The same shall apply to damages suffered when combining products delivered by us are combined with other devices the compatibility of which has not been guaranteed.  Should we exchange individual components of delivered objects for subsequent improvement, the removed components shall become our property.   In the event of subsequent delivery, our establishment becomes the owner of the exchanged devices and/or components once the replacement unit is received by our contracting party.  Lastly, we charge a service flat rate of usually 60 Euros, depending on expenditure, for cases in which defects of products delivered by us were indiscernible.  We cannot offer guarantees in a legal sense.  Manufacturing guarantees remain unaffected.

Section 7: Retention of title

1. We retain the title of ordered goods until all due payments have been provided as stated in the delivery contract.  If the customer acts in violation of the contract, particularly if payment is delayed, we reserve the right to take back the purchased item.  Taking back a purchased item does not constitute a violation of the contract on our part.  Upon taking back the merchandise we are entitled to reutilise it; the earnings from the disposal less reasonable disposal costs, shall be offset against the accounts payable by the customer. We undertake to release the securities due to us at the request of the customer insofar as the value of the securities exceeds the secured accounts receivable by more than 10 %; the securities released shall be at our discretion.
2. The customer undertakes to treat the purchased item with care; in particular, he undertakes to insure the item against fire and water damage and theft at its own expense, with the insured sum being adequate to cover the replacement value. As far as maintenance and inspection works are required, the customer must carry these works out at his own expense and on time.
3. In the event of seizures or other action by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with section 771 of the German Code of Civil Procedure (ZPO). As far as the third party is not in a position to refund to us the judicial or extra-judicial expenses of our prosecution or defence, in particular an action as defined by section 771 of the Civil Procedure Code, the customer shall be liable for the loss resulting.
4. The customer is entitled to resell the purchased goods in the ordinary course of business; however, he transfers all claims to the invoice final amount (including VAT) of our claim to us, that arises from reselling the goods to his customers or third parties, regardless of whether the goods have been resold after further processing, or without processing. The customer shall retain the right of recovery of the debt even after he has assigned the claim to us. Our authority to collect the receivables ourselves remains unaffected. However, we agree not to recover debts ourselves as long as the customer complies with his payment obligations from the amounts received, does not default, does not suffer any material deterioration of his financial situation and in particular applications for the institution of bankruptcy, composition or insolvency proceedings have not been submitted and the Buyer does not cease payment. If this is the case, however, then we can we may demand that the customer discloses to us the assigned claims and their debtors, that he furnishes all necessary information and surrenders all appropriate documents and that he notifies the debtors (third parties) of the assignment.
5. The processing or refashioning of the purchase item by the customer shall always be done for us. If the sold goods are processed with other goods not belonging to us, we shall become co-owners of the new goods pro rata to the value of the sold goods (final invoice amount including VAT) to the other processed goods at the time of processing. For the object originating by processing, the same shall apply as for the conditional object of purchase.
6. If the sold goods are inseparably mixed up with other goods not belonging to us, we shall become co-owners of the new goods pro rata to the value of the sold goods (final invoice amount including VAT) to the other mixed goods at the time of mixing. If mixing uses a method by which the article of the customer is considered to be the main product, it is hereby agreed that the customer shall transfer co-ownership to us in due proportion. The customer shall hold the sole property or co-property arising for us.
7. To secure our claims against him the customer shall also assign all claims against a third party that accrue to him through the connection of the object of sale to property.
8. The assignment of claims against us is only effective with our written consent.

Section 8: Confidentiality and data protection

1. The customer is obligated to keep strictly confidential all knowledge, information and business documents, unless such information is already in the public domain, has been lawfully obtained from a third party or has been independently developed by a third party; all Information shall, in addition, be exclusively used for the purposes of the business relationship. The confidentiality agreement also applies after termination of this contract; it does, however, expire once the knowledge, information and business documents have become public domain. Confidential information shall include, in particular, technical data,  purchased quantities, prices and any corporate data.
2. The customer is required due use-personalised data acquired via or due to our business relationship in accordance with the German Federal Data Protection Act. Furthermore, the supplier understands that we process and use  personalised data acquired via or due to our business relationship in accordance with the German Federal Data Protection Act.

Section 9: Final provisions

1. Solely the laws of Germany shall apply, without regard for the conflicts of law or the United Nations Convention on Contracts for the International Sale of Goods (CISG, UN agreement on purchasing rights).
2. If the supplier is a general merchant, our place of business shall be the place of jurisdiction; however, we reserve the right to file claims against the supplier at his place of business as well.
3. Unless otherwise stated in the order,  the place of performance is our principal place of business.
4. The invalidity or unenforceability of any of the above provisions, whether in whole or in part, shall not affect the validity of the remaining provision(s) or contracts hereof.