Purchasing conditions

1. Fundamental
Only our terms and conditions of purchase apply to orders placed or agreements entered into with us. Supplier’s terms and conditions of sale varying from these or other agreements in connection with an order or, as may apply, contract entered into are only binding on us if confirmed by us as an addendum to our terms and conditions of purchase.

2. Ordering
Only signed orders or, as may apply, contracts entered into submitted in writing are valid. Telephone and verbal orders are only binding on us if confirmed in writing.

3. Order confirmation
We expect a written confirmation of order with binding delivery times within 5 days.

4. Price
Price increases must be confirmed by us in writing. Where market conditions allow a reduction in price, the agreed price is to be lowered accordingly. This also applies to annual orders. Where agreement about the new price is not reached we are entitled to withdraw from the contract. Where no particular agreement is entered into, prices are carriage paid including packaging.

5. Delivery
Variations to our orders or agreements entered into are only permitted with our prior written consent. The supplier is obliged to comply exactly with delivery deadlines stated in the order or other agreements. Where these deadlines are not met due to circumstances to be notified by the supplier, we are entitled as we see fit to withdraw from the contract and acquire a replacement from a third party, or demand damages due to non-performance. Additional legal entitlements are not affected by this. Additional costs due to delayed deliveries or performance are to be reimbursed to us by the supplier. Acceptance of a delivery or performance entails no waiver to claims for damages. Force majeure only releases the supplier if it informs us without delay.

6. Invoicing
We require invoices in duplicate. They must agree with the numbers and descriptions stated on the order.

7. Quality requirements
The supplier is obliged to comply with the technical specifications required for its performance and ensure quality in accordance with the quality assurance specifications.

8. Acceptance
Industrial disputes, interruptions to operations, unavoidable obstructions to assembly and other factors resulting in a reduction of our requirement release us, as do cases of force majeure, from the obligation to accept.

9. Product liability
Where claims are asserted against us due to a breach of official safety regulations or similar domestic or international law (product liability) the supplier shall hold us harmless for any resulting loss where its performance or conduct is defective and the cause of the damage.

10. Transfer of risk
Statutory provisions apply to the transfer of risk in the event of the accidental loss or deterioration of the goods.

11. Payment terms
Unless separate agreements have been entered into, invoices are paid as follows: Within 10 days with a discount of 3%, 30 days with a 2% discount, or after 60 days net, each after receipt of goods.

12. Supply
Materials or parts supplied by us remain our property and may only be used in accordance with our specifications. We are co-owners of products manufactured using materials or parts supplied by us at the ratio of the value of the supply to the value of the overall product.

13. Reservation
The goods will be accepted by us subject to an inspection of accuracy and suitability. The supplier is liable for the duration of the warranty period for defects, regardless of whether they are identified immediately or not until later, to the extent that we are entitled, regardless of our other statutory remedies, to opt for free supplementary performance, free rectification of the defect, or an appropriate reduction in price.

14. Place of performance and jurisdiction
The place of performance is the location where the goods are to be delivered in accordance with our instructions. Jurisdiction lies with the Courts of Karlsruhe.

hhp international s.a.r.l.

State: April 2015