General Terms and Conditions of Purchase of Kurt Zecher GmbH

• Scope, Form

1. All deliveries, services, and offers from our suppliers are exclusively based on these General Terms and Conditions of Purchase. They form an integral part of all contracts that we conclude with our suppliers regarding the deliveries or services they offer. These terms also apply to all future deliveries, services, or offers to the client, even if they are not expressly agreed upon again.
2. The purchasing conditions apply only if the supplier is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
3. The version of the General Terms and Conditions of Purchase valid at the time of the offer shall apply. The current versions can be viewed at https://www.zecher.com/purchase-conditions/
4. Individual agreements (e.g., framework supply agreements, quality assurance agreements) and details in our orders take precedence over these General Terms and Conditions of Purchase.
5. The supplier’s or third parties’ terms and conditions do not apply, even if we do not explicitly object to their validity in individual cases. Even if we refer to a letter that contains or references the supplier’s or a third party’s terms and conditions, this does not constitute an agreement to their validity.
6. Legally relevant declarations and notifications by the seller regarding the contract (e.g., setting deadlines, reminders, withdrawal, acceptance declarations) must be made in writing. The written form within these purchasing conditions includes written and text form (e.g., letter, e-mail, fax).

• Conclusion of Contract, Orders, and Assignments

1. Unless our orders explicitly state a binding period, we remain bound by them for two weeks from the order date. The supplier is required to confirm our order in writing within one week or to execute it unconditionally, particularly by dispatching the goods (acceptance). The timely acceptance is determined by the receipt of the acceptance declaration or proof of shipment.
2. We are entitled to change the time and place of delivery as well as the type of packaging at any time by written notification with a notice period of at least seven calendar days before the agreed delivery date. The same applies to changes in product specifications, provided that these can be implemented in the supplier’s normal production process without significant additional effort. In such cases, the notification period is at least one month. We will reimburse the supplier for reasonable and documented additional costs incurred due to the change. If such changes cause delivery delays that cannot be avoided in the supplier’s normal production and business operations with reasonable efforts, the originally agreed delivery date will be adjusted accordingly. The supplier must notify us in writing of the expected additional costs or delivery delays within seven working days after receiving our notification.
3. We may withdraw from the contract or postpone the delivery date at any time at our discretion by written declaration, stating the reason, if:
   • The ordered products can no longer be used in our business due to circumstances for which the supplier is responsible (e.g., non-compliance with legal requirements).
   • The supplier’s financial situation deteriorates significantly after contract conclusion, making proper delivery unlikely.
   • An unforeseeable event of force majeure occurs, which we are not responsible for, especially operational restrictions or shutdowns.
4. In the event of clause 2.3, no acceptance default occurs. The supplier expressly waives claims for damages, unless gross negligence or intentional misconduct by our legal representatives or senior employees is involved.

• Prices, Payment Terms, Invoice Details

1. The price stated in our order is binding.
2. Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address specified in the contract, including packaging.
3. Unless otherwise agreed, we will pay the purchase price within 14 days of delivery and receipt of the invoice with a 2% discount or within 30 days net. Payments are deemed timely if our transfer order is received by our bank.
4. All order confirmations, delivery documents, and invoices must include our order number, article number, delivery quantity, and delivery address. If one or more of these details are missing and this delays processing in our normal business operations, the payment periods specified in clause 3.3 will be extended by the duration of the delay.

• Performance, Delivery Time and Delivery, Transfer of Risk

1. The supplier is not entitled to have the performance owed by third parties (e.g., subcontractors) without our prior written consent.
2. The delivery time specified in our order or otherwise applicable under these General Terms and Conditions of Purchase is binding. Early deliveries are not permitted.
3. The supplier must inform us immediately in writing if circumstances arise or become apparent that indicate the agreed delivery time cannot be met.
4. If the delivery date can be determined based on the contract, the supplier will be in default at the end of that day without requiring a reminder from us.
5. If the seller fails to perform or does not meet the agreed delivery time, our rights—including withdrawal and damages—are determined by statutory provisions. The provisions in clause 4.5 remain unaffected.
6. If the seller is in default, we may demand liquidated damages of 1% of the net price per full calendar week, but no more than 5% of the net price of the delayed goods. We reserve the right to prove a higher loss. The penalty under sentence 1 is credited against the supplier’s default damages.
7. The supplier is not entitled to partial deliveries without our prior written consent.
8. Even if shipping has been agreed, the risk transfers to us only when the goods are handed over at the agreed destination. If no destination is specified in the order and nothing else is agreed, delivery must be made to our headquarters in Paderborn.

• Retention of Title

1. We retain ownership or copyright of any orders, contracts, drawings, illustrations, calculations, descriptions, and other documents provided to the supplier. The supplier may not make these materials accessible to third parties or use or reproduce them, either personally or through third parties, without our express consent. The supplier must return these documents to us in full upon request if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Any copies made by the supplier must be destroyed in such cases, except for retention in accordance with legal record-keeping obligations or the storage of data for backup purposes as part of standard data security practices.
2. The supplier’s retention of title is valid only insofar as it relates to our payment obligation for the respective products to which the supplier retains ownership. In particular, extended or prolonged retention of title is not permitted.

• Warranty Claims

1. In the event of defects, we are entitled to the full extent of the statutory claims. The supplier is aware that the service life of anilox rollers/cylinders or sleeves is at least four years. Deviating from Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for defect claims regarding delivered goods and products that constitute parts or other components for anilox rollers/cylinders or sleeves is four years. For all other goods and products, the limitation period is three years. The limitation period begins upon the transfer of risk. If an acceptance inspection has been agreed upon, the limitation period begins upon acceptance.
2. The statutory provisions on commercial inspection and notification obligations (§ 377 of the German Commercial Code, HGB) apply with the following modifications: Our inspection obligation is limited to defects that are apparent during our incoming goods inspection through external examination, including a review of the delivery documents (e.g., transport damage, incorrect or incomplete delivery), or those identifiable through our quality control via random sampling. Quality and quantity deviations are deemed to have been reported in a timely manner if we notify the supplier within 15 business days of receiving the goods. Hidden material defects are considered timely reported if we notify the supplier within 30 business days of discovery. The period for reporting hidden defects begins no earlier than when we become aware of them.
3. Acceptance or approval of submitted samples or prototypes does not constitute a waiver of warranty claims.
4. The rectification obligation includes the removal of defective goods and the reinstallation of defect-free goods if the goods, in accordance with their nature and intended use, were installed into another object or attached to another object before the defect became apparent. Our statutory right to reimbursement of associated costs (removal and reinstallation expenses) remains unaffected. The supplier shall bear all costs required for inspection and rectification, including transport, travel, labor, and material costs, as well as, if applicable, removal and reinstallation costs.
5. Without prejudice to our statutory rights and the provisions of Clause 6.4, the following applies: If the supplier fails to fulfill its obligation to remedy the defect—at our discretion, either by eliminating the defect (repair) or by delivering a defect-free product (replacement delivery)—within a reasonable period set by us, we may rectify the defect ourselves and demand reimbursement from the supplier for the necessary expenses. No deadline is required if rectification by the supplier has failed or is unreasonable for us (e.g., due to special urgency, endangerment of operational safety, or the imminent occurrence of disproportionate damage).
6. The limitation period for warranty claims is suspended upon receipt of our written defect notification by the supplier until the supplier rejects our claims, declares the defect remedied, or otherwise refuses to continue negotiations regarding our claims. If a replacement delivery or defect rectification occurs, the warranty period restarts for the replaced or repaired parts unless we had to assume, based on the supplier’s behavior, that the supplier was not obligated to take such action but merely provided the replacement or repair as a goodwill gesture or for similar reasons.

• Product Liability

1. The supplier is liable for all claims asserted by third parties due to personal injury or property damage caused by a defective product delivered by the supplier and shall indemnify us against all resulting liabilities. If we are required to initiate a recall campaign due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall.
2. The supplier must maintain product liability insurance at its own expense, with a coverage amount of at least EUR 5,000,000.00 (five million euros). Unless otherwise agreed in individual cases, this insurance does not need to cover recall risks or punitive or similar damages. The supplier shall provide us with a copy of the liability insurance policy or a confirmation of insurance upon request.

• Intellectual Property Rights

1. The supplier warrants that the products delivered by them do not infringe upon third-party intellectual property rights. The supplier shall indemnify us against all claims asserted by third parties due to such infringements and shall reimburse us for all necessary expenses incurred in connection with such claims. This does not apply if the supplier proves that they are not responsible for the infringement and could not have been aware of it at the time of delivery, even with commercial due diligence.
2. Our further statutory claims for legal defects in the products delivered to us remain unaffected.

• Discontinuation and Spare Parts

1. If the supplier intends to discontinue production of the products supplied to us, they shall notify us immediately after making such a decision. This decision must be communicated at least six months before production ceases to allow us to place a final order.
2. The supplier is obligated to keep spare parts available for the delivered products for at least five years after delivery.
3. If the supplier intends to discontinue the production of spare parts after or upon expiry of the period specified in Clause 9.2, they shall notify us immediately after making such a decision. This decision must be communicated at least six months before production ceases to allow us to place a final order.

• Confidentiality

1. The supplier is obligated to keep the terms of the order and all information and documents provided by us for this purpose (except publicly available information) confidential for a period of four years from the date of delivery and to use them solely for executing the order. Upon request, the supplier shall return these documents to us immediately after completing the order or handling related inquiries.
2. Without our prior written consent, the supplier may not reference the business relationship in advertising materials, brochures, etc., or display delivery items manufactured for us.
3. The supplier shall impose similar confidentiality obligations on their subcontractors.

• Assignment

The supplier is not entitled to assign their claims from the contractual relationship to third parties. This does not apply to monetary claims.

• Compliance with Laws

1. The supplier is obligated to comply with all applicable legal provisions in connection with the contractual relationship. This particularly includes anti-corruption, anti-money laundering, antitrust, labor, and environmental protection laws.
2. The supplier shall ensure that the products they deliver meet all applicable requirements for being placed on the market within the European Union and the European Economic Area. Upon request, the supplier shall provide appropriate documentation to verify compliance.
3. The supplier shall make reasonable efforts to ensure that their subcontractors comply with the obligations specified in this clause.

• Place of Performance, Jurisdiction, Applicable Law

1. The place of performance for both parties and, where legally permissible, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of Kurt Zecher GmbH.
2. The contracts concluded between us and the supplier are subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).