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Conditions of purchase

QTM GmbH (hereinafter referred to as Client)

§ 1 Scope

(1) The following General Terms and Conditions of Purchase in the respective version at the time of the order shall apply exclusively to the legal relationship between the Customer and the Supplier. Sufficient for the validity of the General Terms and Conditions of Purchase is the reference to the retrievability on the Internet, provided that corresponding retrievability is also technically enabled.

(2) Any deviating General Terms and Conditions of Sale of the Supplier shall be rejected. These shall only become effective if they are expressly confirmed by Customer. Even if the Customer accepts a delivery without express objection, it may not be inferred from this in any case that the conditions of the contractual partner have been accepted.

(3) These Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier, insofar as these are legal transactions of a related nature.

(4) Subsidiary agreements and subsequent amendments shall only be binding after written confirmation by the Customer.

§ 2 Conclusion of contract

(1) If the offer is made by the Customer, the Supplier shall be obliged to accept the Customer’s order within a period of ten days after receipt by returning an identical order confirmation.

(2) The Customer may request changes to the delivery item even after conclusion of the contract, provided this is reasonable for the Supplier. In the case of this amendment to the contract, the effects on both sides, in particular with regard to additional or reduced costs as well as delivery dates, shall be taken into account appropriately.

§ 3 Documents provided

(1) All illustrations, drawings, calculations and other documents provided shall remain the property of the Customer.

(2) The Supplier shall keep all documents and information received strictly confidential. They may only be disclosed to third parties with the express consent of the Customer. The obligation to maintain secrecy shall also extend to personal data. The obligation to maintain secrecy shall also apply after completion or failure of the contract; it shall expire if and to the extent that the production knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known. Sub-suppliers shall be obliged accordingly.

§ 4 Regulations at the place of destination

If the supplier’s scope of supply and services also includes on-site services (assembly, commissioning, etc.), the supplier shall inform himself about the conditions on site on his own responsibility. Subsequent claims based on non-knowledge of the local conditions shall be excluded.

§ 5 Prices

(1) The prices stated in the order are fixed prices and are exclusive of statutory VAT.

(2) Unless otherwise agreed in writing, deliveries shall be made free to the customer’s place of use.

(3) The agreed fixed prices shall include the costs of packaging, unless otherwise agreed. The goods shall be packed in such a way that transport damage is avoided. Packaging materials shall only be used to the extent necessary to achieve the purpose. Only environmentally friendly packaging may be used. The supplier’s obligation to take back packaging shall be governed by the statutory provisions. The supplier shall be obliged to carry out its deliveries in an environmentally friendly manner.

(4) All ancillary costs, such as costs for loading, unloading and reloading outside the Customer’s premises, freight insurance, export, transit, import and other permits and certifications shall be borne by the Supplier.

(5) Remuneration for performances, presentations, negotiations and/or for the preparation of offers and projects shall not be granted unless otherwise agreed in writing.

§ 6 Terms of payment

(1) Unless otherwise agreed in writing with the order, payment of the purchase price to the Supplier’s account shall be made within 14 days less 3% discount or, at the Customer’s option, within 60 days net after receipt of the auditable invoice.

(2) The Customer reserves the right to return non-verifiable invoices (e.g. missing order number) to the Supplier.

(3) Unless otherwise agreed, payment of the purchase price shall be made after complete delivery. Invoices for partial deliveries shall only be accepted after express agreement with the Customer.

(4) Insofar as the Supplier has to provide material samples, test reports, quality documents or other contractually agreed documents, the completeness of the delivery and service shall also presuppose the receipt of these documents by the Customer.

(5) If down payments or installment payments are agreed prior to delivery, these shall in any case be secured by a bank guarantee from a bank recognized by Customer. The

The bank guarantee must also cover the pro rata VAT of the payment. Payments from this bank guarantee are to be made on first demand, waiving the defenses of contestability, set-off and anticipatory action (§§ 770, 771 BGB). However, the waiver of the plea of set-off shall not apply if the Supplier’s counterclaim is undisputed or has been finally determined by a court of law.

§ 7 Offsetting and rights of retention

The Customer shall be entitled to rights of set-off and retention to the extent provided by law.

§ 8 Delivery time

(1) The delivery time stated in the order is binding. If delivery is made before the agreed delivery date, Customer reserves the right to return the goods at Supplier’s expense and risk. If no return is made in the event of premature delivery, the goods shall be stored at the Customer’s premises at the Supplier’s expense and risk.

(2) The Supplier shall be obliged to notify the Customer in writing without undue delay if circumstances occur or become apparent to the Supplier which indicate that the agreed delivery time cannot be met.

(3) Unless otherwise agreed, partial deliveries require the approval of the Customer.

(4) Excess deliveries shall be returned at the Supplier’s expense.

(5) In the event of a delay in delivery, Customer shall be entitled to demand a contractual penalty in the amount of 1% of the delivery value per week or part thereof, but in total not more than 10% of the delivery value; further statutory claims shall remain reserved. A reservation of the assertion of a contractual penalty in the case of acceptance of a delayed delivery is not required. The same shall apply in the event of acceptance of an improper delivery. The Supplier shall be entitled to prove to the Customer that no damage or substantially less damage has been incurred as a result of the delay.

(6) The transfer of risk shall take place upon acceptance of the delivery or after acceptance by Customer.

§ 9 Retention of Title, Provisions

(1) Insofar as the Customer supplies and/or provides substances and materials, these shall remain the property of the Customer. Processing or transformation by the Supplier shall be carried out for the Customer. If the Customer’s substances and materials are processed with other items not belonging to it, it shall acquire co-ownership of the new item in the ratio of the value of its items to the other processed items at the time of processing.

(2) If the item provided by the Customer is inseparably mixed with other items not belonging to it, it shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title to the other mixed items at the time of the mixing.

the other mixed objects at the time of mixing. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the main item, it shall be deemed agreed that the Supplier transfers ownership to the Customer on a pro rata basis; the Supplier shall hold the sole or co-ownership for the Customer.

(3) Tools provided by the Customer shall remain the property of the Customer; the Supplier shall be obliged to use the tools exclusively for the manufacture of the goods ordered by the Customer. The Supplier shall be obliged to insure the tools belonging to the Customer at replacement value against fire, water and theft damage at its own expense. He is obliged to carry out any necessary maintenance and inspection work in good time at his own expense. The Supplier shall notify the Customer immediately of any malfunctions; if the Supplier culpably fails to do so, claims for damages shall remain unaffected.

§ 11 Warranty

 (1) The Customer shall be obliged to inspect the goods for any deviations in quality or quantity within a period of 2 weeks; the notice of defect shall be deemed to be in time if it is given within a period of 5 working days.

(2) Claims for defects shall become time-barred 24 months after acceptance of the goods or services delivered by the Supplier.

(3) In the event of defects (material defects or defects of title), Customer may, at its option, demand subsequent performance (rectification of the defect, new delivery) or a reduction in price or withdraw from the contract. All costs associated with subsequent performance shall be borne by the Supplier.

(4) In the event of subsequent performance, the Supplier shall perform such performance without undue delay. If he fails to do so or if there is imminent danger or urgency, Customer shall be entitled to remedy the defect himself or have it remedied by a third party at Supplier’s expense.

(5) The Customer’s right to claim damages shall remain unaffected.

§ 12 Exemption from the Obligation to Perform, Withdrawal from the Contract

(1) The conclusion of the contract shall be treated confidentially. In advertising materials of the Supplier, reference may only be made to the conclusion of the business with the Customer after their written consent. The Customer and the Supplier undertake to treat as business secrets all commercial or technical details which are not in the public domain and which become known to them as a result of the business relationship. Sub-suppliers shall be obliged accordingly.

(2) The Supplier shall be responsible for ensuring that no third-party rights are infringed in connection with its delivery.

(3) If a claim is made against the Customer by a third party in this respect, the Supplier shall be obliged to indemnify the Customer against such claims; the Customer shall not be entitled to make any agreements with the third party – without the consent of the Supplier.

 (4) The Supplier’s indemnification obligation relates to all expenses necessarily incurred by Customer from or in connection with the claim by a third party.

§ 13 Liability

(1) The Supplier shall be liable within the scope of the statutory provisions.

(2) The Customer shall be entitled to demand that the Supplier maintains product liability insurance with coverage of at least € 3 million per personal injury/property damage – as a lump sum; this shall not affect any further claims for damages on the part of the Customer.

§ 14 Miscellaneous

(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be the Customer’s place of business, unless otherwise specified with the order.

(3) All agreements made between the parties for the purpose of executing a contract shall be in writing.

(4) Should individual provisions of these General Terms and Conditions of Purchase be or become ineffective or contain a loophole, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.

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