Terms and Conditions of Purchase

1. Scope of Application

1.1 These General Terms and Conditions of Purchase (“GTC”) apply to all business relationships between IHSE GmbH (“IHSE”) and suppliers (“Seller,” also referred to as “Parties”). The GTC apply only if the Seller is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.

1.2 The GTC apply to contracts for the purchase and/or delivery of movable goods and services (“Goods”), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers. Unless otherwise agreed, the GTC, in the version valid at the time of the order by IHSE or in the version communicated to the Seller, also apply to future contracts without IHSE having to refer to them again in each individual case.

1.3 These GTC apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the seller shall only become part of the contract if and to the extent that IHSE has expressly agreed to their validity. This requirement of express agreement applies in all cases, including, for example, when the seller refers to its terms and conditions in the order confirmation and IHSE does not expressly object.

1.4 For the purposes of these General Terms and Conditions of Purchase, “written form” includes both written and electronic form (e.g., letter, email).

2. Contract Forrmations

2.1 IHSE’s order becomes binding only upon written submission or confirmation (offer).

2.2 The seller must confirm IHSE’s order in writing within fourteen (14) days or, in particular, execute it unconditionally by dispatching the goods (acceptance).

2.3 A delayed acceptance is considered a new offer and requires acceptance by IHSE.

3. Delivery Time and Delay in Delivery

3.1 The delivery time specified by IHSE in the order is binding. If the delivery time is not specified in the order and has not been agreed upon otherwise, it is four (4) weeks from the conclusion of the contract. The seller is obligated to inform IHSE immediately in writing if it anticipates being unable to meet agreed delivery times – for whatever reason.

3.2 If the seller fails to perform its obligations, fails to do so within the agreed delivery time, or is in default, IHSE’s rights are governed by the statutory provisions. The provisions in section 3.3 remain unaffected.

3.3 If the seller is in default, IHSE may – in addition to any further statutory claims – demand liquidated damages for the delay in the amount of 0.5% of the net price of the goods delivered late per completed calendar week, but not exceeding a total of 5% of the net price of the goods delivered late. IHSE reserves the right to prove that a higher loss has been incurred. The seller retains the right to prove that no damage or only significantly less damage has occurred. The lump sum payment will be credited against any further monetary claims. Regardless of the above, the buyer may demand reimbursement from the seller for the additional costs of making their own cover purchase if the buyer has unsuccessfully set the seller a reasonable deadline for performance. Setting a deadline is unnecessary if the seller seriously and definitively refuses performance or if special circumstances exist which, after weighing the interests of both parties, justify the immediate assertion of the claim for damages.

4. Performance, Delivery, Transfer of Risk, Default of Acceptance

4.1 The seller is not entitled to have the performance owed by him rendered by third parties (e.g., subcontractors) without the prior written consent of IHSE. The seller bears the procurement risk for his services unless otherwise agreed in a specific case.

4.2 Delivery within Germany is made “carriage paid” to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery must be made to IHSE’s registered office at Benzstraße 1, 88094 Oberteuringen, Germany. The respective destination is also the place of performance for delivery and any subsequent performance.

4.3 A delivery note stating the date, contents of the delivery, and order reference must be enclosed with the delivery. If the delivery note is missing or incomplete, IHSE is not responsible for any resulting delays in processing and payment.

4.4 The risk of accidental loss or accidental damage to the goods passes to IHSE upon delivery at the place of performance in accordance with clause 4.2, sentence 3 of these General Terms and Conditions of Sale.

4.5 The statutory provisions apply to the occurrence of default of acceptance by IHSE. The seller must expressly offer performance to IHSE even if a specific or determinable calendar time has been agreed upon for an action or cooperation by IHSE. If IHSE is in default of acceptance, the seller may demand compensation for its additional expenses in accordance with the statutory provisions. In addition, the seller is entitled to claim liquidated damages amounting to 0.5% of the net price of the delivered goods per completed calendar week of default of acceptance, commencing from the date of delivery, but not exceeding a total of 5% of the net price of the delivered goods. The right to prove higher damages remains unaffected; however, the liquidated damages will be credited against any further monetary claims. IHSE is entitled to prove that the seller has incurred no damage at all or only significantly less damage than the aforementioned liquidated damages. If the contract concerns a non-fungible item to be manufactured by the seller (custom-made item), the seller is only entitled to further rights if IHSE undertakes to cooperate and is responsible for the failure to cooperate.

5. Prices and Terms of Payment

5.1 The price stated in the respective order is binding. All prices include statutory VAT unless otherwise stated.

5.2 Unless otherwise agreed in a specific case, the price includes all services and ancillary services provided by the seller, as well as all incidental costs (e.g., proper packaging). Deliveries deviating from legally binding agreements, in particular partial, over-, and under-deliveries, are only permitted with the prior written consent of IHSE.

5.3 Unless otherwise agreed in a specific case, the agreed price is due for payment within sixty (60) calendar days of complete performance and receipt of a proper invoice. If IHSE makes payment within fourteen (14) calendar days, the seller grants IHSE a 2% discount on the net invoice amount. In the case of bank transfers, payment is considered timely if the transfer order from IHSE is received by IHSE’s bank before the payment deadline. IHSE is not responsible for delays caused by the banks involved in the payment process.

5.4 IHSE does not owe any default interest.

5.5 IHSE is entitled to set-off and retention rights, as well as the defense of non-performance, to the extent permitted by law. In particular, IHSE is entitled to withhold payments due as long as IHSE has claims against the seller arising from incomplete or defective performance.

5.6 The seller has a right of set-off or retention only with respect to counterclaims that have been legally established or are undisputed.

6. Confidentiality and Retention of Title

6.1 IHSE retains ownership and copyright to all illustrations, plans, drawings, calculations, instructions for execution, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and must be returned to IHSE upon completion of the contract or at IHSE’s first request, or properly destroyed or securely deleted, and the complete destruction/irretrievable deletion must be confirmed to IHSE in writing. This does not apply to regular backup copies of confidential information that have been exchanged electronically and are made automatically as part of standard data backup procedures, nor to information that the seller is legally obligated to retain. Such information is to be considered confidential information within the meaning of these General Terms and Conditions of Sale for an indefinite period. The documents must be kept confidential from third parties, even after termination of the contract. The obligation of confidentiality only expires when and to the extent that the knowledge contained in the provided documents has become generally known. Special confidentiality agreements and statutory provisions on the protection of trade secrets remain unaffected.

6.2 The foregoing provision applies accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as to tools, templates, samples, and other items that IHSE provides to the Seller for manufacturing purposes. Such items must be carefully maintained, stored separately, and adequately insured against destruction and loss at the Seller’s expense as long as they are not being processed.

6.3 Any processing, mixing, or combining (further processing) of provided items by the Seller is carried out on behalf of IHSE. The same applies to further processing of the delivered goods by IHSE, so that IHSE is considered the manufacturer and acquires ownership of the product no later than upon further processing in accordance with the applicable legal provisions.

6.4 The transfer of ownership of the goods to IHSE must be unconditional and irrespective of payment of the purchase price. However, if IHSE accepts, in a specific case, an offer from the Seller to transfer ownership conditional upon payment of the purchase price, the Seller’s retention of title expires no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, IHSE remains authorized to resell the goods even before payment of the purchase price, subject to prior assignment of the resulting claim. This excludes all other forms of retention of title, in particular extended, transferred, and processing-related retention of title.

7. Warranty

7.1 The statutory provisions and the following additions and clarifications apply to IHSE’s rights in the event of material defects and defects of title in the goods and in the event of other breaches of duty by the seller.

7.2 In accordance with the statutory provisions, the seller is liable, in particular, for ensuring that the goods, at the time of the transfer of risk to IHSE, conform to the latest state of the art and possess a quality that corresponds in any case to the product descriptions that are the subject of the respective contract or that have been incorporated into the contract in the same manner as these General Terms and Conditions of Sale. It makes no difference whether the product description originates from IHSE, the seller, or a manufacturer. Furthermore, the goods ordered by IHSE must comply with the requirements of EU Directive 2011/65/EU (RoHS) and EU Regulation (EC) No. 1907/2006 (REACH).

7.3 For goods with digital elements or other digital content, the seller is obligated to provide and update the digital content to the extent that this is stipulated in a quality agreement pursuant to clause 7.2 or in other product descriptions provided by the manufacturer or on its behalf.

7.4 IHSE’s obligation to inspect and give notice of defects is limited to defects that are readily apparent upon external inspection of the goods upon receipt at IHSE, including the accompanying shipping documents (e.g., incorrect or short deliveries), or that are detectable during a random sampling quality control check. Otherwise, the extent of the inspection depends on what is feasible in the ordinary course of business, taking into account the circumstances of the individual case. IHSE’s obligation to give notice of defects discovered later remains unaffected. Notwithstanding the obligation to inspect, a notice of defects by IHSE is deemed to be prompt and timely if it is sent within ten (10) business days of discovery, or, in the case of obvious defects, within ten (10) business days of delivery.

7.5 Notwithstanding IHSE’s statutory rights and the provisions of clause 7.4, the following applies: If the seller fails to fulfill its obligation to remedy the defect – at IHSE’s option, either by repairing the defect or by delivering defect-free goods – within a reasonable period set by IHSE, IHSE may remedy the defect itself and demand reimbursement from the seller for the necessary expenses or an appropriate advance payment. If the seller’s attempt to remedy the defect has failed or is unreasonable for IHSE (e.g., due to particular urgency, a risk to operational safety, or the threat of disproportionate damage), no deadline need be set; IHSE will inform the seller of such circumstances immediately, if possible beforehand.

7.6 In the event of a material or legal defect, IHSE is entitled to a reduction in the purchase price or to rescind the contract in accordance with statutory provisions. Furthermore, IHSE is entitled to damages and reimbursement of expenses in accordance with statutory provisions.

7.7 The Seller warrants that the delivered goods and their use do not infringe any patents, trademarks, utility models, or other intellectual property rights of third parties, whether domestic or foreign. The Seller shall indemnify IHSE against all third-party claims. The parties undertake to inform each other immediately upon becoming aware of any risks of infringement or alleged infringements and to give each other the opportunity to take joint action against such claims.

7.8 The general limitation period for claims based on defects is two (2) years from the transfer of risk. The two-year limitation period also applies accordingly to claims based on defects of title, whereby the statutory limitation period for third-party claims for the return of property remains unaffected. Furthermore, claims arising from defects of title do not expire under any circumstances as long as the third party can still assert the right against IHSE – in particular due to the absence of a statute of limitations.

8. Supplier Recourse

8.1 IHSE is entitled to all statutory rights of reimbursement and recourse within a supply chain, in addition to its warranty claims. In particular, IHSE is entitled to demand from the seller precisely the type of supplementary performance that IHSE itself owes its customer in the individual case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. This does not restrict IHSE’s statutory right of choice under Section 439 Paragraph 1 of the German Civil Code (BGB).

8.2 Before IHSE acknowledges or fulfills a warranty claim asserted by its customers, IHSE will notify the seller and request a written statement, briefly outlining the facts of the case. If a substantiated statement is not received within a reasonable period and no amicable solution is reached, the warranty claim actually granted by IHSE shall be deemed owed to the customer. In this case, the burden of proof lies with the seller.

8.3 IHSE’s claims arising from supplier recourse also apply if the defective goods have been combined with another product or otherwise processed by IHSE, its customer or a third party, e.g. by incorporation, attachment or installation.

9. Anti-Corruption

9.1 The Seller undertakes to comply with all legal provisions for combating corruption when performing the contractually owed services.

9.2 This obligation includes, in any case, the prohibition of unlawful payments or the granting of other unlawful advantages to public officials, business partners, their employees, family members, or other associates, and the prohibition of bribes to public officials or other persons.

9.3 The parties will support each other in measures to prevent corruption and, in particular, will inform each other immediately if they have knowledge of or a concrete suspicion of cases of corruption that are directly related to a contract between them or its performance.

9.4 If IHSE determines that the Seller is in violation of anti-corruption regulations, IHSE is entitled to terminate any existing contract with the Seller—even without notice—without further obligations or liability to the Seller. Further claims by IHSE remain unaffected.

10. Final Provisions

10.1 Neither party is entitled to assign the contract or its claims to third parties without the prior written consent of the other party.

10.2 These General Terms and Conditions of Purchase and the contractual relationship between IHSE and the seller are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.3 If the seller is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction – including for international disputes – for all disputes arising from the contractual relationship is the registered office of IHSE in Oberteuringen, Germany. The same applies if the seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, IHSE is also entitled to bring an action at the place of performance of the delivery obligation pursuant to these General Terms and Conditions of Purchase or a prior individual agreement, or at the seller’s general place of jurisdiction. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.

10.4 If any provision of these General Terms and Conditions of Sale (GTC) is or becomes wholly or partially invalid or unenforceable, or if these GTC contain any gaps, the validity of the remaining provisions shall not be affected. The parties shall retroactively agree on a valid and enforceable provision to replace the invalid, unenforceable, or missing provision, as the parties would have agreed upon, taking into account the economic purpose of these GTC, had they been aware of the invalidity, unenforceability, or absence of the provision in question at the time of concluding these GTC.

Errors and omissions excepted.