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1.   General stipulations
1.1.    Any and all orders to Henry Technologies GmbH - hereinafter named <HT> - shall solely be based on the present terms and conditions if not expressly agreed upon otherwise. <HT> herewith expressly takes exception to any contradictory supplier terms or supplier terms which deviate from our purchasing conditions, which are incorporated in the supplier's general terms and conditions or in the supplier's order confirmation. Implicit acceptance of order confirmations or deliveries or payments shall not be considered as an acceptance of any such terms.
1.2.    The supplier accepts the sole validity of the purchasing conditions with his initial delivery under said present purchasing conditions for all future orders.
1.3.    Purchase orders and contracts shall be binding if issued in writing or confirmed in writing. Verbal agreements or agreements via telephone require our written confirmation to become valid. Our purchase orders and contracts may be accepted within a 14-day period only, if not otherwise agreed.

2.   Quotations
2.1.    The supplier is to quote exactly as per out inquiries and is to explicitly point out any potential deviations. Quotations are to be issued in writing.
2.2.    Potential concerns of the supplier as to the required process are to be announced immediately in writing.
2.3.    Quotations are to be free-of-charge and imply no obligation for <HT> whatsoever. Cost estimates shall not be refunded.

3.   Delivery and shipment
3.1.    Delivery shall be conducted in compliance with the purchase order and/or the subsequent instructions by <HT> at the agreed dates. The supplier shall immediately announce any change in schedule.
3.2.    The supplier shall comply with the delivery terms of <HT> and the forwarder and/or carrier. All shipping documents, letters and invoices shall feature the order and item numbers of <HT>, exact designation of goods, individual weight values or dimensions and other ordering notes. All costs which may arise to <HT> due to non-compliance with our shipping terms shall be refunded by the supplier. Packing manner and return date for rental packaging shall be indicated in the shipping documents and invoices.
3.3.    Transportation costs including packing material, insurance and all other ancillary costs shall be borne by the supplier if not expressly agreed otherwise. At our discretion is the supplier to pick up the packing material at his own expenses from the place of fulfillment and to dispose of it. 

4.   Delivery schedules, delivery dates
4.1.    The delivery schedules or dates indicated in the orders are binding and indicate delivery to the place of fulfillment.
4.2.    <HT> shall be entitled to refuse to accept goods which are not delivered at the delivery date indicated in the order and to return them or store them at third-party premises at the supplier's expense and risk. 

5.   Quality and acceptance
5.1.    The supplier shall ensure that the goods comply with presented performance provisions, pertinent standards and the state-of-the-art.
5.2.    <HT> reserves the right to check the goods immediately upon receipt for obvious and visible defects and to accept the goods only after completion of said check. The acceptance procedure may not be replaced by a check, technical acceptance procedure, official acceptance procedure or service start-up. The supplier may be charged with the costs for inspection and replacement delivery in cases of defects. The period allowed for examination and sending notice of a defect shall be 14 days for all defects commencing with their occurrence. For the duration of the guarantee period, the supplier shall waive the right to object to a delayed defect indication with regard to latent defects.
5.3.    Dimensions, weight and pieces shall be determined by the values recorded during delivery inspection.
5.4.    Products, machines and units to be delivered must especially comply with the product-specific safety and function standards for the ordered goods. The supplier shall be responsible for the acquisition of the sub-supplies and sub-deliveries required for delivery and service - albeit he is not at fault.
5.5.    In case a contractual penalty has been agreed for cases of delayed delivery, the claim to contractual penalty shall remain in force albeit it has not expressly been filed at the time of delivery acceptance. Further claims shall also remain valid without special reservations in cases of delivery acceptance.

6.    Prices and Payment Terms
6.1.    Agreed prices shall be maximum prices; <HT> shall benefit from potential price decreases which may occur between order placement and invoice payment.
6.2.    Invoicing shall be done immediately after shipment of goods. Invoices shall comply with the textual order and the prices in the purchase order and are to be submitted in 2-fold at <HT> after successful delivery, always indicating the purchase order number and the order date. Discount invoices, partial invoices, partial final invoices and final invoices shall be named as such and shall be continuously numbered. Invoices without any special indication shall be regarded as final invoices.
6.3.    Potential increased or decreased output is to be indicated separately in the invoices. <HT> shall only be obliged to pay for additional and/or increased output if the service had been agreed upon in writing prior to its performance.
6.4.    Statutory turnover tax shall be indicated separately in the invoice. <HT> reserves the right to refuse invoices which do not include the required information as per the German Turnover Tax Act.
6.5.    Invoices which have not been duly submitted shall be regarded as received only upon the receipt of the respective corrected version.
6.6.    Payment shall be executed subject to proper delivery as well as price and calculation correctness. If a warranted defect is discovered, <HT> shall be entitled to retain payment until the warranty obligation has been fulfilled.
6.7.    Considering statutory stipulations, payment terms of <HT> shall be either 60 days net as of invoice receipt or 14 days with 3% cash discount. Deviations in payment terms require a written agreement. The supplier's general terms and conditions shall not be binding in this case.
6.8.    The timeliness of our payments shall be determined by the submission of the transfer slip to the bank/credit institution and/or the day of check mailing. 

7.    Offsetting and assignment
7.1.    The supplier shall only be entitled to offset undisputed claims or claims which have been established as final and absolute. The supplier has no retention rights insofar as such rights are based on counter claims from earlier or other legal transactions with <HT>.
7.2.    The supplier may only subject his claims against <HT> to assignment, forfeiting or else if he has acquired <HT>'s written approval beforehand. 

8.    Warranty
8.1.    The supplier warrants that the delivered goods are free from defects which may affect their value or efficiency, have the agreed or granted quality, qualify for the contractually stipulated application and comply with the latest state of the art. This shall also apply if <HT> has countersigned, approved, stamped or signed as "read" or similarly marked the plans, drawings, calculations and other design documents presented by the supplier.
8.2.    The supplier shall exempt <HT> from any third-party claims which may be filed proportionally to his fault due to defects, infringements on third-party intellectual property rights or product defects to the delivered goods. The supplier ensures good and valuable product liability insurance.
8.3.    The warranty period shall be at least 18 months commencing with delivery at the place of fulfillment. Should the statutory warranty period exceed said 18 months, the legal stipulations shall prevail.
8.4.    Warranty claim expirations as per section 8.3 shall be inhibited if the parties negotiate the existence or the scope of the warranty claims or if the supplier himself checks the existence of a defect. The inhibition shall end once the supplier has notified <HT> in writing that the negotiations have finished or once the results of the checks have been sent to <HT> or once the supplier refuses in writing to continue to remedy the defects. Resumption or negotiation, check or remedy of defects shall lead to an inhibition of the expiration period again.
8.5.    In cases of defectively delivered goods shall the supplier provide either free-of-charge replacement, price reduction as per the legal stipulations for deterioration or remedy the defect free of charge at <HT>'s discretion. In urgent cases shall <HT> be entitled, upon consultation with the supplier, to remedy the defects himself at the supplier's expenses or have a third party remedy the defect or provide for other replacement. The same shall apply if the supplier is delayed in the fulfillment of his warranty obligations. If the maximum acceptable amount of defects as per the statistic testing procedure indicated in the purchase order is exceeded, <HT> shall be entitled to claim defects for the entire delivery or to check the complete delivery at the supplier's expense after consultation with the supplier.
8.6.    If the supplier has guaranteed the quality or the durability of the delivered goods, <HT> shall be entitled to furthermore file claims under said guaranty.
8.7.    The supplier shall be liable for replacement deliveries and remedial to the same extent as he is liable for the initial delivered goods. This means he is also responsible for the costs for transportation, tolls and labor costs without any limitations. The warranty period for replacement deliveries shall commence with the delivery of the replacement goods at the earliest.
8.8.    The supplier shall be obliged to refund sensible costs for call-backs due to product liability legislation. A notification regarding the comment will be sent to the supplier by <HT> as quickly as possible beforehand.

9.   Retention of title and copyrights
9.1.    A supplier retention of title shall become an integral part of the contract only if the retention of title is waived by payment of the price agreed for the retained goods and if <HT> is entitled to re-sell and re-process them under a proper business transaction. Any further supplier retention of title will not be accepted.
9.2.    Drawings, drafts, samples, production provisions, internal data, tools, units etc. which <HT> has provided to the supplier for purposes of quoting or order processing shall remain <HT>' property. They may not be used for any other purposes, copied or disclosed to any third party and are to be stored with the diligence of a prudent businessman. Once order processing has been concluded, they are to be returned to <HT> without express notification.

10.   Third-party intellectual property rights
The supplier states that the intended use of the purchased goods does not infringe any third-party rights, especially third-party property rights. Should <HT> be charged with a potential infringement on third-party rights, such as copy right, patents or other property rights, the supplier shall exempt <HT> from such charges and any related payment.

11.   Privacy
The supplier revocably agrees to submitted personal data being processed and used under the legal stipulations for order processing purposes. 

12.   General stipulations
12.1.    Place of fulfillment for deliveries and services shall be the place of destination as indicated by <HT>.
12.2.    The contractual relationship shall be exclusively governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods [abbr.: CISG].
12.3.    The remaining clauses shall remain unaffected should individual clauses of the present general terms and conditions be or become invalid.
12.4.     The legal court which is responsible for the city of Stadtlengsfeld shall be the exclusive legal venue for any and all litigation under the present contract. <HT> shall, however, be entitled to file legal action against the supplier at a different responsible court.

Stand: 31.08.2014