1. These General Conditions of Purchase shall apply to all purchase orders submitted by Scantinel GmbH (“Scantinel”). We do not recognize any deviating conditions unless we have expressly consented to their application in writing.

2. Our General Conditions of Purchase shall also apply if we unreservedly accept the supplier’s delivery despite being aware of terms and conditions of the supplier that conflict with or deviate from our General Conditions of Purchase.

3. They shall apply to all, including future contracts, with the supplier without the need for a renewed reference to our General Conditions of Purchase.

4. Our General Conditions of Purchase only apply to entrepreneurs within the meaning of Section 14 BGB (German Civil Code).

5. Our purchase order (which term shall be deemed to include plans, specifications, regulations and other documents to the extent that any of the same is incorporated by reference) becomes the exclusive agreement between the parties for the goods and/or services subject to the General Conditions of Purchase herein.

6. Failure of any party to enforce its rights under a purchase order shall not constitute a waiver of such rights under a purchase order or otherwise.

II. Quotations and conclusion of contracts

1. Unless otherwise agreed in individual cases, the supplier agrees to make its quotations binding for a period of two weeks from the date on which the quotation was issued.

2. Our acceptance is only binding if made in writing. Verbal purchase orders or orders placed by telephone are not binding and require a written confirmation in order to become binding.

III. Prices

1. Prices shall be quoted to us as net prices; the statutory value-added tax shall be specified separately.

2. The prices specified in the purchase order shall be binding and include the cost of the packaging.

IV. Deadlines

1. The agreed delivery date or the agreed delivery period is binding. The date on which we receive the goods is the decisive factor for determining compliance with the delivery date or delivery period.

2. Unless otherwise agreed in writing, delivery in whole or in part shall not be made more than two days prior to required delivery dates. We may return earlier deliveries at the supplier’s risk and expense. The supplier shall comply with the agreed delivery schedule but shall not make material or production commitments in advance of such time as the supplier reasonably believes necessary to meet the delivery schedule without prior written approval of us. The supplier shall clearly mark, on all shipping packages, our purchase order number that corresponds to said shipment.

3. The supplier must promptly notify us in writing if circumstances arise or are identified by it which indicate that it will not be able to comply with the agreed delivery period or the agreed delivery deadline. If, through its own fault, the supplier fails to notify us promptly or such notification is late, the supplier, without prejudice to the claims granted to us by law, shall compensate us for the damage incurred as a result of the failure to notify us or of the delay in such notification.

4. The acceptance of delayed deliveries and services does not constitute a waiver of such compensation claims.

V. Passing of the risk, title and liens

1. Unless otherwise agreed, goods shall be delivered DDP (Incoterms 2010) at the agreed place of delivery.

2. The risk of the accidental loss of the goods shall be borne by the supplier until the goods are delivered at the agreed place of delivery.

3. The supplier's retention of title will only be accepted by us if and to the extent the supplier retains title until he receives the purchase price to the delivered goods. Any extended or expanded retention of title by the supplier shall be excluded.

4. The supplier warrants that it has title to the goods to be delivered and shall deliver same free of all liens and encumbrances.

VI. Documents, delivery amounts, partial deliveries

1. The Supplier must procure all requisite shipping documents and weighing documents at its expense and must submit these in time. If the acceptance of the delivery is contingent upon documents, we cannot be considered as in default of acceptance if the supplier did not pro- vide the documents in time, including sufficient time for our examination of the documents.

2. Unless expressly agreed otherwise, we are not obliged to accept partial deliveries.

VII. Call-off orders

If a call-off order is agreed with the supplier, the supplier is obliged to hold the call-off amounts available.

VIII. Execution, quality requirements

The supplier undertakes to supply the goods in accordance with our instructions, drawings, standards, delivery and test specifications, etc. The goods, services and deliveries must be in accordance with the state of the art and must comply with the compulsory DIN and VDE (German Association for Electrical, Electronic & Information Technologies) regulations and other applicable technical standards, as well as the applicable statutory regulations in Germany and the European Union, in particular, with regard to those relating to safety and the protection of the environment. The CE conformity marking is warranted by the supplier.

IX. Taking delivery of the goods

1. If operational disruptions occur as a result of events that are unforeseeable, unavoidable and outside our control and sphere of influence and for which we do not bear responsibility, for instance war, natural disasters, strikes, lock-outs, official directives, we shall be released from the obligation to take delivery of the goods; and we will not be in default of acceptance if the supplier makes an offer to perform.

2. If, at the respective request of the supplier or according to a respective agreement, we provide technical assistance in the process of accepting the goods, making our equipment and/or staff available for such assistance, we will invoice our agreed prices or rates for these services to the supplier. We are entitled to reduce the amount of the pertinent supplier’s invoice accordingly.

X. Packaging and shipping

1. If the supplier invoices us for the costs of packaging material of any kind, we are entitled to return said material to the supplier for credit of the costs of the packaging material, provided that it can be used again. If goods are delivered in returnable containers, the supplier cannot invoice us for the costs of such containers. Once emptied, the returnable containers will be made available for collection. The supplier shall collect the containers or have them collected at its own expense. If they are not collected, we are entitled to return the returnable containers to the supplier freight collect.

2. When choosing the means and routes of transportation, as well as the packaging material, the supplier must observe and comply with the pertinent statutory provisions and regulations, especially when transporting dangerous goods. When transporting dangerous goods, it must also label the means of transport and packaging in accordance with the statutory provisions and regulations. This also applies if the goods are shipped at our expense.

3. If we have allowed the supplier to choose the means and routes of transportation and/or the mode of shipping, and if we must bear the shipping costs, the supplier must select the most economical shipping option taking into consideration the security, speed and price of the delivery. If the supplier uses a more expensive shipping mode although a less costly, but equally quick and secure shipping mode would have been available, we are entitled to deduct the difference from the supplier’s invoice if we can document the lower shipping costs.

XI. Approval of samples, copyrights and confidentiality

1. If goods are produced for us in accordance with our specifications, production may only be started after we have inspected and approved the agreed reference samples. The supplier may only use our specifications for producing goods that are ordered by us.

2. No news release in anyway relating to us or the supplier concerning a purchase order shall be made by either party to any news media or the general public without prior written approval of the other party.

3. We reserve our ownership rights and copyrights with regard to copies, diagrams, drawings, calculations and other materials and data that are provided by us (jointly "Items"). The supplier may only disclose them to third parties with our prior written express consent. They may only be used for production purposes that relate to the purchase order. After execution of the purchase order the Items must be returned to us on our request without undue delay. The supplier shall treat the Items with care and shall store them separately.

4. Also after completion of the purchase order, the supplier undertakes to treat all non-public commercial and technical know-how and information of us that it becomes aware of due to the business relationship ("Information") confidential and shall refrain from making the Information available to third parties. This shall apply in particular to any Information that is incorporated in an Item according to Section XI.3 and is related thereto.

5. The prohibition to pass on Items according to Section XI.3 and Information according to Section XI.4 to third parties does not apply if and to the extent the supplier solely passes them on to those of its employees who need to know the Information and Items to fulfill the purchase order ("Authorized Persons"). The exception from the obligations stipulated in Sections XI.3 and XI.4 shall only apply, however, if, within the scope of the legal possibilities and beyond the termination of their legal relationship with the supplier, these employees are obliged to comply with Sections XI.3 and XI.4.

6. The obligation under Section XI.4 shall not apply to any Information that
1. (a) has already been common knowledge at the time of disclosure or becomes common knowledge afterwards without any breach of the confidentiality obligations;
2. (b) the supplier legally receives or has legally received from a third party if the third party or the person from whom the third party received the Information is not obliged to maintain confidentiality;
3. (c) upon disclosure of the respective Information to the supplier is already known to that party independent from us and without using the Information received so far; this exception from the confidentiality obligation shall only apply if the supplier objects to its confidentiality obligation without undue delay after receipt of the Information.

7. Section XI.6 shall apply mutatis mutandis to the obligation according to Section XI.3 if and to the extent the Items represent Information that is not subject to the confidentiality obligation according to Section XI.6.

8. With respect to safeguarding the confidentiality of the Information, the supplier undertakes to employ the same degree of diligence and care it would employ in its own matters; in any event, it must at least employ the diligence and care as is usual in the ordinary course of business.

XII. Inspection for defects, warranty

1. We may inspect and test material, work in progress, and supplies at an appropriate time, to an appropriate extent and at all places, during manufacture and otherwise. If inspection and test are made on the supplier’s premises, supplier, without additional charge, shall provide reasonable facilities and assistance for the safety and convenience of the inspectors in performing their duties. We may charge to the supplier any additional cost of inspection and test when material work or supplies are not ready at the time such inspection and test is requested by the supplier.

2. We shall inspect the goods received without undue delay upon receipt to the extent this is reasonable within the scope of the ordinary course of business, and shall notify the supplier without undue delay about any defects discovered. If a defect is discovered at a later time (hidden defect), notice thereof must be given without undue delay upon discovery of the defect. The supplier shall maintain an inspection and quality control system acceptable to us.

3. We are fully entitled to all statutory warranty claims; the applicable statute of limitations shall be 24 months from the date of delivery.

4. Subsequent performance by the supplier also encompasses the installation and removal of the defective goods.

5. In addition to the statutory provisions (cf. Section XII.3), we shall be entitled at the supplier's expense to remedy the defect of the goods itself or to exchange the defective goods for a replacement procured otherwise if, for particular reasons of urgency (e.g. if we might suffer damages that are particularly high compared to the costs of remedying the defect), we are not in the position (i) to notify the supplier of the defect and the imminent damages and (ii) to grant it a time limit for subsequent performance without occurrence of the damage.

XIII. Supplier’s responsibility; third party property rights; product liability

1. Unless expressly otherwise provided for in these General Conditions of Purchase, the supplier is liable for its own fault and the fault of its representatives, employees and other vicarious agents and persons employed by it in the performance of its obligations. This liability extends to all personal injuries and damage to property, whether direct or indirect, including, in particular, lost earnings.

2. The supplier is liable for any violations of industrial property rights and copyrights of third parties resulting from its delivery and for which it is responsible. If industrial property rights or copyrights are violated and the supplier is responsible for the violation, we are entitled – after notifying the supplier in writing and upon the expiry of a reasonable time limit – to obtain approval for the use of the goods and services affected by the ancillary copyrights of third par- ties from the beneficiary at the supplier’s expense. If third parties assert claims against us as a result of the supplier’s culpable violation of industrial property rights or copyrights, the supplier must indemnify us against such claims at our first written request. We are not entitled to conclude any agreements with such third parties, in particular agreements involving a settlement, without the consent of the supplier. The supplier’s obligation to indemnify us shall apply to all expenditures necessarily incurred by us as a result of or in connection with the third-party claim.

3. If product liability claims are asserted against us due to defects of the goods delivered to us by the supplier, the supplier must indemnify us against this liability insofar as the cause of such defects lies within its scope of control and organization and it is liable for dealings with third parties.

4. If the supplier shall send any of its agents or employees onto the premises owned or controlled by us in order to perform some work, the supplier shall provide safety protection for persons and property in accordance with all applicable laws and regulations and indemnify and save harmless us from and against any and all liabilities and losses whatsoever, including, without limitation, costs and expenses in connection therewith, on account of or by reason of, injury to body, life or health, suffered or sustained in the course of or in connection with, the performance of the work, in case the supplier culpably breached its obligation pursuant to this Section. We, at our option, may require the supplier to furnish evidence of insurance reasonable satisfactory to us covering the liabilities and indemnification provided above, but acceptance of such evidence by us shall not be deemed a waiver or release of such liabilities or duty to indemnify.

XIV. Invoice and delivery note

1. The invoice shall be sent to us in duplicate by separate post. It must not be enclosed with the goods.

2. A single delivery note shall be enclosed with the goods for each shipment.

3. All invoice numbers must clearly reference the corresponding purchase order number.

4. In addition to the exact designation of the scope of the delivery by item, type, amount, etc., the invoice and the delivery note must contain our exact order data. Otherwise we cannot be held accountable for any processing delays that may occur.

XV. Payment terms

1. Unless otherwise agreed, payments must be made within a period of 30 days. If payments are made within 14 days, the supplier shall grant us a 3% early payment discount. The payment term shall commence upon receipt of the invoice, but at the earliest after the supplier has completed the purchase order.

2. Payments are always subject to invoice verification.

XVI. Changes to the delivery items

If the supplier wants to make changes to a delivery item, its construction, technology or formula, etc. deviating from the standards stipulated when the contract was concluded – irrespective of the reasons – these changes require our prior written consent.

XVII. Returning waste equipment

We are entitled to all statutory claims for returning waste equipment in accordance with the German Electrical and Electronic Equipment Act (ElektroG).

XVIII. Transfer of rights

1. The supplier must not transfer the purchase order or individual rights and/or obligations under the purchase order to third parties, neither in whole nor in parts, without our prior express written consent.

2. Section 354 a HGB (German Commercial Code) shall remain unaffected hereby.

XIX. Set-off, right of retention

1. We may set off our own claims against those of the supplier.

2. The supplier is only entitled to set off its counterclaims if they have been declared res judicata or are undisputed or have been acknowledged by us.

3. The supplier may only exercise a right of retention if and to the extent that its counterclaims are based on the same contractual relationship and is uncontested, ready for decision or has been finally adjudicated.

XX. Subcontractors

The supplier shall not subcontract all or substantially all work on any good to be supplied without prior written approval of us. Should we provide such written approval, the supplier shall include in its subcontract clauses substantially the same as “Responsible Business Conduct” and “Approval of samples, copyrights and confidentiality” as contained herein. This Section shall not apply to purchases of standard commercial articles or raw materials.

XXI. RESPONSIBLE BUSINESS CONDUCT

1. Compliance with Laws and Regulations.

The supplier shall comply with any applicable laws, executive orders, or regulations. The supplier agrees to indemnify us against any loss, cost, liability, or damage by reason of supplier’s culpable violation of any applicable law, executive order or regulation.

2. Data Protection and Data Security.

The supplier shall comply with all applicable laws and regulations concerning data protection and data security and handle data responsibly and transparently. Supplier shall take the necessary measures to adequately protect personal data. This encompasses the data of employees, customers, suppliers, and business partners. Supplier shall implement and maintain appropriate information security measures to protect Scantinel data, systems, and any confidential information from unauthorized access, disclosure, or misuse. Supplier must compliance with all applicable data protection and information security laws and regulations. Any access to Scantinel’s systems or the handling of sensitive information (as defined by the European General Data Protection Regulation (GDPR) and TISAX) must meet industry security standards, including but not limited to ISO 27001 or an equivalent framework. Failure to comply may result in corrective actions or termination of the agreement.

3. Supplier Code of Conduct.

The Scantinel Supplier Code of Conduct (the “Supplier CoC”) available at https://scantinel.com/supplier-code-of-conduct is an integral and binding part of these General Conditions of Purchase. Supplier acknowledges and agrees to comply with the Supplier CoC and shall ensure that its employees, agents, and subcontractors also adhere to its requirements. Supplier is obligated to pass down the obligations of the Supplier CoC to its subcontractors and ensure their compliance.

XXII. Applicable law; place of performance and place of jurisdiction

1. All contractual duties and the performance thereof, as well as any claims arising therefrom, shall be governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

2. Unless expressly agreed otherwise, the place of performance for all claims arising from the business relationship shall be the city where our registered office is located (Hamburg, Germany).

3. If the supplier is a businessman (“Kaufmann”) or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction shall be the city where our registered office is located (Hamburg, Germany). However, we reserve the right to take legal action against the supplier at any other court having statutory jurisdiction.

XXIII. Effectiveness in the event of partial invalidity and amendments

1. If individual provisions of these General Conditions of Purchase are or become invalid or void, in whole or in part, this shall not affect the validity of the remaining provisions.

2. Amendments and supplements to the contract and/or these General Conditions of Purchase and any side agreements must be made in writing in order to be effective. The same shall apply to the amendment of this written form requirement.