General terms and conditions of purchase

January 2022

I. SCOPE

1. These general terms and conditions of purchase apply exclusively in respect of all present and future     deliveries and services provided to PTR HARTMANN GmbH (PTR) and to the exclusion of the supplier’s general terms and conditions of business and subject to differing written agreements.
2. They are deemed to be accepted when the supplier submits an offer.
3. Neither silence nor the order or the acceptance of the delivery or service or payment for these through    us shall be deemed to be acknowledgement of differing agreements.

II. ORDER - OFFER

1. Only written orders are valid. Orders placed orally and by telephone, and any alteration to an order, require written confirmation in order to be binding.
2. The supplier undertakes to respond to our order within two (2) working days. If we do not receive confirmation within a period of two working days, we are no longer bound by our order.
3. Offers are submitted by the supplier free of charge and without obligation for us. We shall only reimburse expenses if this was approved by us in advance. The offers must correspond to our enquiries. If deviations are unavoidable, the supplier shall specifically point this out.

III. PRICES

1. The agreed prices are fixed prices and including packaging and are to be understood CPT place of delivery for domestic deliveries and DDP place of delivery for all other deliveries. Incoterms 2020 apply in each case. If remuneration is owed at cost, the agreed amount is to be understood as the upper limit of payment (cost ceiling). The supplier discloses the costs and cost rates in his offer.
2. The prices and remuneration cover all deliveries and services necessary to fulfil the relevant order. In particular the following are also covered: Installation and documentation costs, costs for initial instruction, expenses, licence fees, costs for packaging, transport, insurance and unloading. Agreed prices are in all cases fixed prices, including all ancillary costs. Delivery shall take place carriage paid to the place of receipt specified by us, including packaging.

IV. DELIVERY OBLIGATIONS, delay in delivery

1. In principle, unless otherwise agreed, delivery is at the supplier’s risk. The risk is only transferred to us when the goods are handed over at the place of destination.
2. Delivery dates and deadlines are binding.
3. Every delivery must be accompanied by a delivery note containing details of the order number and PTR materials number.
4. We reserve the right to recognise excess and/or short deliveries.
5. Deliveries on pallets must only be made on Euro pallets or untreated wooden pallets.
6. Secondary packaging / sales packaging must be capable of multiple use or be recyclable (cardboard packaging, foil, etc.).
7. In the event that circumstances occur or are threatened which prevent adherence to the agreed delivery time, the supplier shall inform us immediately of the reasons for and the probable duration of the delay.
8. In the event of delay in delivery, we are entitled to legal claims. In particular, following the fruitless expiry of an appropriate period of grace, we are entitled to compensation in place of performance and cancellation. If we claim damages, the supplier has the right to show to us that he does not bear responsibility for the breach of duty.

V. Outgoing inspection of goods, packaging, dispatch,
     proof of origin

1. The supplier shall carry out inspection of outgoing goods in respect of defects in the goods.
2. All goods must be properly packed, marked and, taking into account the degree of care customary in the trade, dispatched in such a way that ensures the lowest transport costs. Unless otherwise agreed, the goods to be supplied shall be packed in accordance with the packaging regulations current at that time. The supplier shall be liable for damage resulting from defective packaging.
3. The supplier shall immediately procure in full all documentation and other details which are required in accordance with the customs or other applicable statutory regulations, in particular (i) drawback documentation and (ii) all certificates of origin and (iii) all other documentation which relates to the goods and materials contained therein in terms of commercial and preferential law.
4. If we specify a transport company or means of transport, the supplier shall carry out transport accordingly.

VI. Issuing of invoice, terms of payment

1. Invoices shall be sent separately from the goods. The invoice must contain our order number, the date of the order and the item and reference number.
2. Unless otherwise agreed, we make payments after deduction of a 3% discount for payment within 20 days or within 60 days net after receipt of invoice. If we receive the goods after the invoice, the period of time for the discount commences only on receipt of the goods.
3. The assignment of payment claims to third parties requires our prior written agreement.

VII. LIABILITY FOR DEFECTS

1. Immediately after receipt of the goods we shall check whether they correspond to the quantity and type ordered and whether there are any externally visible transport damage or defects. We are not obliged to carry any further inspections. Complaints are deemed to have been made in good time if they are sent within five (5) days after discovery of a defect. In any case, notice of hidden defects is also deemed to have been given in good time if reports are sent in the same way to the supplier within five (5) working days after discovery.
2. The supplier guarantees that all the goods he supplies are free of defects and have the agreed characteristics and are suitable for the relevant purpose.
3. On request and at his own cost and our discretion, the supplier shall eliminate defects of which he is advised during the warranty period by means of repair or replacement of the faulty parts or new delivery of the goods.
4. We are entitled, at the supplier’s expense, to remedy defects ourselves if there is danger in delay or special urgency. The supplier shall bear the resulting costs.
5. Following the fruitless expiry of an appropriate period of grace as imposed by us for repair or new delivery or after two failed attempts at repair, we are entitled to the legal rights of cancellation, reduction and compensation.
6. The supplier shall bear all the expenses incurred for the purpose of carrying out rectification, in particular the costs of transport, travel expenses, work and materials, installation and disassembly, and costs incurred in determining the cause of damage.
7. The limitation period is based on the legal statutes. In the case of replacement delivery and correction of faults, the warranty period for replaced and repaired parts shall recommence.
8. Furthermore, we are entitled to the undiminished legal claims for damages and to reimbursement of expenses from the supplier.

VIII. PRODUCT LIABILITY

1. Insofar as the supplier is responsible for a product defect, he is obliged to indemnify us on first request against claims by third parties for damages insofar as the cause occurred in his range of control and organisation and he is liable in relation to third parties.
2. In this context the supplier is also obliged to refund to us all and any expenses in accordance with §§ 683, 670 BGB which are incurred as a result of or in connection with product recalls which we carry out. Insofar as this is practical and reasonable, we will inform the supplier of the content and extent of the product recalls which are to be carried out and will give him an opportunity to express his opinion. Other statutory rights remain unaffected.
3. The supplier shall insure himself for an appropriate amount against risks resulting from product liability and shall on request allow us to inspect the insurance policy and/or confirmation of his insurance.
4. The supplier shall mark the objects of delivery in such a way that they are permanently recognisable as his products, unless this is otherwise regulated in individual agreements.
5. By marking the products or, if this is impossible or inexpedient, then by taking other suitable measures, the supplier shall ensure that in the event of the occurrence of a fault on products he can immediately determine which other products might be affected. The supplier will inform us of his marking systems or other measures in such a way that we can carry out our own investigations to the extent necessary.

IX. RIGHTS OF THIRD PARTIES

1. The supplier expressly assures us that the goods supplied to us are free from rights and claims by third parties. The supplier assumes full liability towards us that in delivering the goods ordered by us, their resale or processing by us, no protective rights or other rights of third parties are infringed.
2. If we are prosecuted by a third party on the grounds of infringement or limitation of such rights, the supplier is obliged to indemnify us to the full extent against all such claims and measures by third parties. This also includes timely defence against the threat of claims and measures taken against us by third parties.
3. The supplier's liability also includes consequential damages including those which occur as a result of supply bottlenecks and interruptions to production.

X. Force majeure

1. Force majeure shall exempt the contracting parties from their obligations for the duration of the interference and within the scope of its impact. "Force majeure" means the occurrence of an event or circumstance which prevents a contracting party from performing one or more of its obligations under the contract if and to the extent that the contracting party affected by the hindrance proves that: (a) such hindrance is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time of entering into the contract; and (c) the effects of the hindrance could not reasonably have been avoided or overcome by the affected party. The existence of force majeure shall be presumed in particular in the event of (i) war, wide-ranging military mobilisation; (ii) civil war, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, expropriation, confiscation of works; (v) pandemic, epidemic, natural disasters or extreme natural events; (vi) explosion, fire, destruction of equipment, prolonged loss of transportation, telecommunications, information systems or power; (vii) general labour unrest such as boycotts, strikes and lockouts, occupation of factories and buildings. The contracting partners are obliged to make reasonable efforts to provide the necessary information immediately and to adjust their obligations in order to deal with the changed circumstances.
2. The purchaser shall be released from the obligation to accept in whole or in part the ordered delivery/service and shall be entitled to withdraw from the contract if, taking into consideration economic factors, the delivery/service can no longer be used by the purchaser as a result of delay caused by force majeure.
3. If the hindrances last for more than two months, each party to the contract shall be entitled to withdraw from the contract without the setting of a further deadline.

XI. Confidentiality and retention of title

1. The parties to the contract undertake to treat as trade secrets all non-obvious commercial and technical details of which they become aware as a result of the business relationships. Drawings, models, templates, samples and other objects must not be entrusted to or otherwise made available to unauthorised third parties. The copying of such objects is only permissible within the context of commercial requirements and copyright regulations. Corresponding undertakings shall be obtained from sub-suppliers.
2. The supplier shall only use the business relationship for the purpose of advertising after obtaining prior written permission from us.
3. We acquire ownership of the supplied goods when full payment has been made. Any prolonged or extended retention of title on the part of the supplier is excluded.

XII. Quality

1. In respect of his deliveries, the supplier shall comply with the accepted rules of technology, the agreed specifications, quality, environmental, safety and test regulations, and the agreed technical data. Alterations to the delivery item and a change to materials, tools or processes occurring during manufacture require prior written agreement by us. The supplier shall check the specifications and advise immediately of any changes which may be necessary.
2. At the time of handing over to PTR, the delivery items delivered by the supplier, and the services he provides, shall correspond to the relevant accepted state of the art, the relevant safety regulations and the concluded quality assurance and environmental agreements.
3. If the supplier delivers products whose components are included in a list of declarable substances which is valid at the time of the order or which are subject to material restrictions and/or material information obligations as the result of any laws (e.g. REACH, RoHS, California Proposition 65), the supplier must assure PTR that the required limit values and documentation obligations are complied with. Before accepting the order he will expressly inform PTR that the delivery item is subject to the special requirements and furthermore he expressly acknowledges all manufacturers‘ obligations (in particular with regard to labelling and take-back obligation, etc.) towards us in respect of the relevant laws and regulations.
4. The supplier expressly assures that the delivered goods comply with all requirements of the law relating to the placing on the market, the taking back and the environmentally-sound disposal of electrical and electronic equipment (ElektroG based on the WEEE Directive 2012/19/EU) in the version valid at that time insofar as the goods fall within the scope of these laws, regulations and directives.
5. The supplier has implemented appropriate measures in order to ensure that its supplies and services comply with the requirements of regulation (EU) 2017/821 dated May 17, 2017 which establishes due diligence obligations in respect of the supply chain and the Act implementing it dated May 6, 2020 and Section 1502 of the Dodd-Frank Act (as applicable) in their currently valid version in respect of the use of so-called conflict minerals (e.g. tantalum, tungsten, tin or gold).
6. The supplier shall check the quality of the ordered goods at regular intervals and shall provide the agreed test certificates; the supplier shall inform us immediately and in writing of any quality problems which relate to the goods.
7. PTR is committed to the Phoenix Mecano Group’s Code of Conduct, available at https://www.ptr-hartmann.com/coc/. As part of his corporate responsibility, Supplier undertakes to act legally and ethically in accordance with our Code of Conduct when manufacturing products or providing services. Upon PTRs request, the Supplier will sign the PTR Code of Conduct for Suppliers.
8. We have the right to inform ourselves to the appropriate extent and on the supplier’s premises and upon prior notice regarding compliance with the quality regulations and the quality management system and to inspect the relevant documentation. The supplier shall support us to the necessary extent to make documentation available and to provide information.

XIII. Export controls and foreign trade data

The supplier shall comply with all requirements of the applicable national and international customs and foreign trade law ("foreign trade law"). The supplier shall immediately furnish PTR in writing with all information and data required by PTR to ensure compliance with foreign trade law in respect of export, import and re-export, in particular all applicable export list numbers including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN); the statistical commodity code according to the current commodity classification of foreign trade statistics and the HS (Harmonized System) Code and country of origin (non-preferential origin) and, insofar as PTR requests, supplier declarations relating to preferential origin (in the case of European suppliers) or preference-related certificates (for non-European suppliers).

XIV. DATA PROTECTION

1. The supplier agrees that within the scope of the business relationship we store, or have stored by service providers, on computerised systems the supplier’s necessary data and the contracts concluded with him and only use these for the purpose of contractual cooperation within our group of companies.
2. Our data protection declaration can be found on our website at: https://www.ptr-hartmann.com/gtcp/

XV. Place of fulfilment, place of jurisdiction,
       choice of applicable law

1. The place of fulfilment for deliveries/performance, consequently the place of fulfilment for supplementary performance, is the place of delivery specified by us.
2. The ordinary courts at the place of jurisdiction at the registered office of our company shall decide regarding all disputes which result from or in connection with this contract, also insofar as they relate to the validity, rescission or termination of this contract, and applying national German law. We may also sue the supplier at his place of general jurisdiction.
3. The law of the Federal Republic of Germany applies. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the collision rules of private international law are specifically excluded.

XVI. Miscellaneous

In the event that individual provisions of these terms and conditions of purchase are invalid, all the other conditions remain unaffected by this. The parties undertake to replace an invalid provision by a valid one which comes closest to fulfilling the commercial purpose of the invalid provision.

Note Although this is an accurate translation, only the German-language version of these terms and conditions is valid in a court of law.

Werne, 01/2022