1. General information

The following terms and conditions shall apply to the contractual relationship between the Supplier (hereinafter “Supplier”, “Provider”) and CarboFibretec, insofar as not otherwise agreed in writing. General Contractual or Business Terms of the Supplier are hereby explicitly excluded. This shall also apply if the terms and conditions of the Supplier are not explicitly objected to.

2. Offer

2.1.   Offers are binding, free of charge and do not establish any obligations whatsoever for CarboFibretec.

2.2.   The Provider has, insofar as the offer was preceded by an enquiry of CarboFibretec, to adhere hereto.

2.3.   The Supplier is bound to its offer for the duration of 3 weeks from receipt.

3. Order, release order

3.1.   Only written orders and changes to orders of CarboFibretec are binding. Oral agreements require a reciprocal written confirmation.

3.2.   Each order is to be confirmed in writing by stating the binding delivery time, the price, the order number and the order date of CarboFibretec.

3.3.   If the Supplier does not accept the order within 5 workdays from the date of the order letter then CarboFibretec is entitled to revoke the order without the Supplier being entitled to any claims, no matter of what kind.

3.4.   Release orders of CarboFibretec shall, insofar as not especially agreed, be binding if the Supplier does not object hereto immediately.

4. Changes, supplements

4.1.   CarboFibretec can request changes and supplements to the order at all times at its reasonable discretion and by taking into consideration the interests of the Supplier.

4.2.   Price increases and extensions to delivery time shall only be recognised if the change involves actual and proven additional costs or extensions to delivery time and if the Supplier has informed CarboFibretec hereof in writing immediately after the change to the order.

5. Prices, invoice, terms of payment

5.1.   The price shown in the order is binding. In the absence of a deviating written agreement the price includes delivery “free house” as well as exclusive of packaging costs and fees. Insofar as it has been agreed to take back the packaging and for the empties to be returned the costs associated herewith shall be for the account of the Supplier.

5.2.   The applicable rate of value added tax is not included in the price.

5.3.   Costs for offers, sketches, blueprints, sample set, samples and similar preliminary work can only be charged if this is agreed in writing.

5.4.   Invoices are to be sent to CarboFibretec separately for each order. They may never be enclosed with a delivery.

5.5.   Invoices must, in addition to the statutory requirements, comply with the order, with the full order number of CarboFibretec in the order of the positions and prices by stating the position numbers. The value added tax is to be disclosed separately.

5.6.   Invoices can only be processed by CarboFibretec if the afore-mentioned stipulations ( cf. Subclauses 5.4 + 5.5 ) have been complied with by the Supplier. The Supplier is responsible for all consequences incurred owing to the non-compliance with this obligation insofar as it does not prove that it is not responsible for this.

5.7.   The payment shall be made after the receipt of the goods and invoice, according to the agreed terms of payment in the payment run following the maturity. The payment shall be made within 14 days under the deduction of 3 % cash discount, after 30 days with 2 % cash discount or after 60 days net. The deadline for the payment of the invoice shall begin with the receipt of a proper verifiable invoice (cf. Subclauses 5.4 + 5.5).

5.8.   The Payment shall be made subject to the determination of the accuracy of the delivery or service.

5.9.   The payment does not mean any recognition of terms, conditions and prices and has no influence on the rights of CarboFibretec in case of defects.

6. Assignment and right of retention

6.1.   The assignment of rights from the contract by the Supplier requires the prior written consent of CarboFibretec.

6.2.   The Supplier can only assert a right of retention owing to substantiated counter-claims from the same delivery.

7. Delivery, delivery time

7.1.   The delivery time stated in the order is binding subject to a written agreement otherwise. Partial deliveries or partial service as well as the involvement of third parties in order to satisfy the delivery or service require / requires the prior consent of CarboFibretec.

7.2.   As soon as the Supplier recognises that it cannot satisfy, or not satisfy in time, its contractual obligations in full or in part it has to notify CarboFibretec thereof immediately by stating the reasons and the expected duration of the delay in writing.

7.3.   In the event of the delay in delivery CarboFibretec shall be entitled to the statutory claims, In particular, after the fruitless expiry of a deadline of 7 workdays, CarboFibretec is entitled to request damages instead of service or to cancel the contract. If CarboFibretec requests damages the Supplier is entitled to prove that it is not responsible for the breach of duty.

7.4.   The stated setting of the final deadline is not required if the delivery date has been agreed fixed or if the Supplier declares that it will not be able to deliver / provide service within the final deadline either. The stated right of cancellation shall apply irrespective of whether the Supplier is responsible for the non-adherence to the delivery deadline.

7.5.   If a conventional penalty has been agreed for overruns of deadlines for which the Supplier is responsible CarboFibretec reserves the right to assert damages beyond this against proof. The right to request the payment of an agreed conventional penalty shall not be forfeited by the fact that the conventional penalty was not explicitly reserves with the acceptance of the delayed delivery.

8. Shipment, passing risk, acceptance, packaging

8.1.   The shipment has to be carried out– insofar as not otherwise agreed in writing – carriage paid, free of packaging costs and charges for CarboFibretec at the risk of the Supplier at the registered company seat and at the goods acceptance times of CarboFibretec, on workdays from Monday to Friday 8:00 am to 12:00 [noon] from Monday to Thursday from 1:00 pm to 4:00 pm. The legally effective acceptance of the delivery shall only be carried out after examination and determination of the accuracy by our incoming goods inspection. A previously carried out confirmation of the receipt of delivery or payment of the invoice shall not represent any other treatment of CarboFibretec so that in such a case the right is also reserved to a subsequent rejection of the delivery.

8.2.   The delivery (i.e. each carton, container or each box) has to be carried out with the inclusion of proper accompanying documents, on which the full order number of CarboFibretec, the delivery address, the name of the Supplier, the article number of CarboFibretec, the designation and details of volumes have to be clear. Without corresponding accompanying documents the delivery shall not be seen as a satisfaction in line with the order and therefore not accepted, but at our choice either stored or returned at the risk and costs of the Supplier.

8.3.   The Supplier has to pack, label and send hazardous products according to the requirements of the legal regulations which are decisive at the time of the delivery.

8.4.   The risk shall only pass to CarboFibretec after examination and determination of accuracy of the delivery by our incoming goods inspection, in case of delivery with installation or assembly as well as with other work services after the formal acceptance.

8.5.   In case of customs clearance of third country deliveries this is to be noted in the shipping documents and the customs clearance documents which were necessary for this purpose ( freight documents, for the invoice, proof of preferences, declaration of origin etc. ) to be submitted.

8.6.   Insofar as the Supplier owes a work service or work delivery a formal acceptance is necessary. If the examination of the services of the Supplier requires commissioning or commencement of use for test purposes then the acceptance shall only be carried out after the successful completion of the tests.

9. Rights in case of defects

9.1.   CarboFibretec undertakes to inspect the goods for possible deviations in quality or quantity within a reasonable deadline. The report of defects is deemed in time insofar as it is received by the Supplier within a period of 3 weeks, beginning from receipt of the goods or with hidden defects immediately after they are discovered.

9.2.   If a defect is determined within the warranty period then it shall be presumed that this already existed when the risk was passed unless this assumption is not compatible with the type of the defect. The Supplier shall be liable for defects for the duration of the warranty period to the extent that CarboFibretec, irrespective of the other statutory rights, is entitled at its own choice to subsequent satisfaction or a reasonable reduction of the price. The choice of the subsequent satisfaction lies with CarboFibretec. The Supplier has to bear the expenses which are necessary for the subsequent satisfaction. The Supplier has to orientate itself to the operational interests of CarboFibretec with the processing of the subsequent satisfaction. If a full inspection is necessary, which exceeds the customary extent of an incoming inspection as a result of a faulty delivery, then the Supplier shall bear the costs for this. If there is danger in delay or special urgency (e.g. in order to avoid interruptions to production) CarboFibretec is entitled to remedy the determined defects itself at the costs of the Supplier without the prior setting of a deadline. For the duration of a possible subsequent improvement or repair CarboFibretec is to be indemnified upon request by the provision of a substitute. Rights of CarboFibretec from possible guarantees remain unaffected.

9.3.   The statute-of-limitations for claims for defects (subsequent satisfaction as well as reduction in price) is 36 months beginning from the passing of risk. The statute-of-limitations for claims for defects shall respectively be extended by the time span lying between the first report of a defect and the remedy of the defect for the whole object of contract. For subsequently improved or newly delivered parts the statute-of-limitations for claims for defects shall apply once again beginning from the time of the full remedy of the defect.

9.4.   The Supplier shall indemnify CarboFibretec from all claims of third parties from product liability which are a result of a fault of the product delivered by the Supplier. The Supplier shall reimburse CarboFibretec the expenses and costs incurred to CarboFibretec through precautionary measures which are necessary according to the type and scope against the assertion of a claim from product liability e.g. by public warnings or recall actions or possible lawsuits.

9.5.   The Supplier has to take out and maintain sufficient liability insurance for damages, for which it or its employees or vicarious agents are responsible at its costs. The amount of the sum insured per damaging event is to be proven towards CarboFibretec upon request. However the scope of the contractual and statutory liability shall not be limited by conclusion and proof of the liability insurance.

9.6.   The Supplier undertakes to report faulty products to CarboFibretec without request and immediately and to only carry out their shipment after the prior approval by CarboFibretec. Changes to the product and / or process definition are also to be reported to CarboFibretec and where necessary the approval of CarboFibretec is to be obtained in advance. CarboFibretec, as well as our customers and aviation authorities are to be granted the right of access to the Supplier in all equipment, which are associated with the order, as well as the right to inspect all corresponding records. The Supplier undertakes to forward the respective requirements of the order, including key features, if required, to subordinate suppliers.

10. Non-disclosure obligation, advertising

10.1. The Supplier shall be responsible for ensuring that all persons, who are entrusted by it with the processing and satisfaction of the order, comply with the statutory provisions concerning the data protection. The Supplier undertakes to treat all non-obvious, commercial and technical circumstances, of which it becomes aware through the business relationship, in particular the operational and business flow of CarboFibretec, as a business secret.

10.2. Models, samples, drawings and other documents, which CarboFibretec makes available to the Supplier, are and remain the property of CarboFibretec and shall be deemed as confidential information. The Supplier has to maintain secrecy concerning these as well as all other knowledge received in connection with the contractual cooperation and to comply with the copyrights of CarboFibretec.

10.3. If one of the contractual partners recognises that an unauthorized third party gains possession of information which is to be kept secret or documents which are to be kept secret have been lost then it shall inform the other contractual partner hereof immediately.

10.4. The Supplier may only advertise with its business relationship with the prior written consent of CarboFibretec.

11. Property rights

11.1. The Supplier guarantees that property rights of third parties are not infringed by the use of the deliveries and services as per contract. If a claim is asserted against CarboFibretec by a third party then the Supplier undertakes to indemnify Carbo- Fibretec from these claims at first written request. CarboFibretec is not entitled to reach any agreements with the third party – without the consent of the Supplier –, in particular a settlement.

11.2. The indemnification obligation of the Supplier refers to all expenses, necessarily incurred to CarboFibretec from or in connection with the assertion of the claim by a third party.

11.3. The statute-of-limitations for these claims is 10 years, beginning with the conclusion of the respective contract.

12. Assignment

The Supplier can only assign its contractual duties to third parties with the written consent of CarboFibretec.

13. Liability regarding the national minimum wage

13.1. The supplier / provider is liable for all costs incurred by Carbofibretec which arise out of claims for a breach of the Minimum Wage Act committed by the supplier / provider or by subcontractors employed by him. The supplier/provider must guarantee Carbofibretec that his company will comply strictly with the rules on the minimum wage. The supplier/provider also gives this guarantee on behalf of its subcontractors. The supplier/provider is obliged to allow Carbofibretec right of access and control rights in order to ensure minimum wage regulations are being observed, in addition to the right of consent in regard to subcontracting.

13.2. Where subcontractors, which have been approved by Carbofibretec, are employed, the supplier/provider is required to impose regulations contained in a written statement, and to monitor whether these rules are being kept.

13.3. In the case of the supplier/provider violating any of the obligations named above, Carbofibretec is entitled to terminate the contract without notice (withdrawal of contract). If, within a reasonable period defined by Carbofibretec, the supplier/provider is guilty of failing to comply with any of the obligations named above regarding imposing the minimum wage regulations on subcontractors, then Carbofibretec is entitled to withdraw the contract with immediate effect. Furthermore, if an order was not completed at the time of the termination of the business relationship between Carbofibretec and the supplier/provider, Carbofibretec is entitled to have the contract fulfilled by a third party at the former supplier/provider’s expense. Carbofibretec also reserves the right to claim further compensation.

13.4. Should the supplier/provider violate the contractual terms of agreement in this respect, he shall be required to pay a penalty to the amount of € 500.00 in each instance of breach of contract, regardless of the extent of damage caused to Carbofibretec. However, no more than 5% of the value of the contract must be paid.

14. Place of performance, place of jurisdiction

The place of performance and exclusive place of jurisdiction for all disputes, which arise from or in connection with this contract, including the payment obligation, is the registered seat of CarboFibretec, insofar as no other place of jurisdiction or place of performance is stipulated as mandatory by law. CarboFibretec is also entitled to file an action before a court which has jurisdiction for the registered seat or a branch of the Supplier.

15. Applicable law

The contractual relationship shall be subject to the law of the Federal Republic of Germany.

16. Final provisions

16.1. Amendments and addendums or collateral agreements are only legally effective in a written form.

16.2. The written form requirement can only be waived by written declaration.

 

April 2015