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MFI GmbH General Terms and Conditions of Purchase (GTCP)
(Version: November 2014)

1. Scope of application and general information

1.1. All deliveries, services and offers from our contractors are performed exclusively on the basis of these general terms and conditions of purchase. These form part of all contracts that we conclude with our contractors regarding the deliveries and services offered to you. They also apply to all future deliveries, services and offers to customers, even if they are not separately agreed to again. Contractors' terms of delivery which contradict our ordering conditions or which contain regulations that go beyond our terms only apply if we have expressly agreed to their application in writing.
1.2. Our ordering conditions only apply to traders.
1.3. All agreements made between us and the contractor for executing this contract are to be laid out in writing in a contract / tender protocol.     Our employees and other representatives are not authorised to make oral agreements beyond the contractual content laid out in writing.
1.4. For electrical material, the provisions of the VDE (the German Association for Electrical, Electronic and Information Technologies) apply if they refer to the security of the delivery or service.

2. Offers, order documentation and property rights

2.1. The contractor is bound by its offers for a period of 8 months.
2.2. If our orders do not explicitly contain a commitment period, we will be bound to them for two weeks starting from the date of the order. The critical event for determining timely acceptance is when we receive the declaration of acceptance. The contractor is obligated to accept our order by sending back the signed duplicate within a period of two weeks.
2.3. Contractor offers are free of charge for us. Even for creating plans and drawings or producing models, etc., remuneration for this can only be demanded when this has been expressly agreed to beforehand in writing. Following payment of the agreed costs, the services and items described above, as well as the rights to these services and items, become our property.
2.4. We reserve all rights (such as property rights, copyrights, etc.) to our illustrations, drawings and other documents, samples, models and such like; in other words, these may only be made accessible to third parties with our express consent and are to be used exclusively for production based on our order. Furthermore, they are to be returned to us free of charge upon request; in all cases, however, following the delivery of the order or if a contract never comes into place.
2.5. Products that have been manufactured according to our specifications based on our documentation, models, samples, drawings and such like, or with the aid of tools provided by us, may neither be used by contractors themselves nor offered or supplied to third parties without our consent.

3. Confidentiality

3.1. We are obligated to make accessible to third parties documentation described by the contractor as confidential only with the contractor's consent, and that documentation is to be returned upon request.
3.2. The contractor obligates itself to treat as trade secrets all details of a commercial and technical nature that are not generally known that come into its knowledge during the course of the cooperation, even after the ending of the commercial relationship.The contractor is also not authorised to use its commercial relationship with us for the purpose of marketing or public relations work without our consent. The contractor's suppliers (sub-suppliers) are to be obligated by it in this regard also.
3.3. The contractor provides assurances that no rights of third parties are violated in connection with its supplies and services.

4. Prices and scopes of delivery and service

4.1. The agreed prices are fixed prices and apply to deliveries "free to the place of use"; including packaging and other additional costs.
4.2. Prices are set in euro.
4.3. Statutory value-added tax is contained within the prices. It is to be shown separately.
4.4. If material required for the contractor to perform the service is provided or supplied by us, the service provided by the contractor shall also include the unloading of the lorry, as well as transportation from the place of arrival/storage to the production/assembly location.
4.5. In the case of installation or assembly work, the contractor is responsible for complying with the respectively applicable accident prevention regulations and any of our customer's plant regulations it is made aware of.
4.6. The contractor is to fulfil the obligations it has to us always of its own account. The commissioning of sub-contractors is only permitted with our written consent.

5. Delivery, transfer of risk, delivery deadlines and arrears

5.1. Deliveries are made "free to the place of use". Even when shipments are agreed to, risk is only transferred to us once the delivery item is handed over to us or the customer.
5.2. Each delivery is to have a delivery note, made out in duplicate, attached by the contractor which contains the delivery quantity, details of the delivery items and our order references, numbers and data.
5.3. Partial deliveries are only permitted with our written consent. If unsolicited partial deliveries are made, we are entitled to return them or to store them at the contractor's cost.
5.4. In the event of direct shipments to our customers, a neutral delivery note is to be used by the contractor and a dispatch note signed by the freight forwarder is to be sent to us for the purpose of invoice verification.
5.5. Provided nothing else is prescribed in our order, the following address applies:
For post and lorry shipments: MFI GmbH, Hirschmann-Ring 13, 71726 Benningen
Permission to unload is to be arranged in advance. We only receive deliveries from lorries Monday to Friday from 7.30 a.m. to 4 p.m.
5.6. The delivery dates and periods specified in our orders are binding. The contractor is obligated to make us aware in writing immediately if circumstances emerge or become known to it which could result in the agreed delivery date not being achieved.
5.7. If the day on which the delivery must be made by the latest is determined based on the contract, then the contractor shall get into arrears once this day passes without this requiring a reminder from us.
5.8. Provided nothing is agreed separately, we are entitled to demand lump-sum damages for arrears amounting to 1% of the delivery value for every full week lapsed in the event of default of delivery – but no more than 10% of the delivery value in total. This lump-sum damages compensation is to be credited against the default damages to be compensated by the contractor. The contractor is entitled to demonstrate to us that no damages or essentially minor damages have been incurred as a result of the delay.
The right to additional legal claims – such as contract withdrawal or compensation for damages in lieu of service performance when the performance is outstanding following failure to supply after the expiry of an appropriate extension period – is reserved.

6. Invoicing and terms of payment

6.1. Invoices must not be enclosed with the supplied goods.     The invoice is to be submitted in duplicate following successful delivery/handover. Partial invoices are only possible if corresponding partial deliveries have been expressly agreed to.
6.2. The invoice can only be processed if it contains the order references, numbers and data displayed on the order as laid out in the instructions on the order. The contractor is responsible for all the consequences resulting from non-compliance with this obligation.
6.3. Provided nothing else has been agreed to in writing, we will pay within 14 days for a 3% discount or net within 30 days. The above periods start once the invoice is received – but not prior to delivery item handover.
6.4. If the delivered item is defective, we are entitled to a right of retention to an appropriate amount with respect to the contractor's claims. The discount periods are suspended for the duration of the right of retention.

7. Warranty, security deposits and title retention

7.1. We are entitled to legal claims without restriction in the event of defects.  If there is a defect for which the contractor is responsible, we are entitled to demand from the contractor the elimination of defects or a replacement delivery at our own discretion, for which the contractor must bear the costs. All replacement deliveries and repairs also form part of the regulations for the warranty for defects laid out in these ordering conditions. 7.2.    In all cases, quality and quantity deviations are raised in good time when we inform the contractor of them within 5 working days of the delivery arriving to us. Hidden material defects are raised in all cases where the contractor is notified within 5 working days following their discovery.
7.3. If required to prevent serious hazards or particularly big damage, we are entitled to eliminate defects in place of the contractor at its cost.
7.4. If not separately agreed to, the warranty period is 18 days starting on the day following handover of the delivery item to us. No shift restriction has been agreed.
7.5. If items or parts of a system are newly delivered, then the warranty period for this ends with the warranty period in point 7.4 – but 6 months from the time of the new delivery at the latest.
7.6. We do not waive warranty claims through the acceptance or approval of samples or prototypes submitted.
7.7. Retention of title by the contractor only applies if it relates to our payment obligation for the product in question of which the contractor reserves ownership. Extended or prolonged retentions of title in particular are not permitted.
7.8. The contractor ensures that it bears absolute title to all deliveries and services and that no third parties can assert rights to these deliveries and services.

8. Product liability, indemnification, third-party insurance cover and contractors' all risk insurance

8.1. The contractor is responsible for all claims asserted by third parties due to personal injuries and material damage that can attributed to a faulty product supplied by it and is obligated to indemnify us of all liability resulting from this.
8.2. If we are obligated to conduct recall measures involving third parties due to a fault on a product supplied by the contractor, the contractor is to bear all the costs associated with the recall measure. In this regard the contractor is also obligated to reimburse any costs incurred, either directly or indirectly, from a recall measure conducted by us. We will inform the contractor of the content and scope of the recall measures to be conducted, if it is possible and reasonable to do so, and allow it to give its opinion.
8.3. The contractor is obligated to maintain at its own cost product liability insurance with coverage of at least EUR 5,000,000.00 per personal injury / instance of material damage. The contractor will send us a copy of the third-party liability policy upon request at any time.
8.4. The contractor is to take up possible contractors' all risk insurance at 0.2%. Exemption from this insurance must be provided in writing.

9. Provision of materials and tools

9.1. We retain ownership of materials supplied, provided this is legally possible. Processing and transforming by the contractor is performed for us. If our reserved goods are processed with other items that do not belong to us, then we acquire joint ownership of the new object at a ratio of the value of our property to the other processed items at the time of the processing.
9.2. Tools provided remain our property. The contractor is obligated to use the tools solely for the production of the goods ordered by us.
9.3. The contractor is obligated to insure the materials and tools provided by us at its own cost against fire and water damage and theft.

10. Applicable law and place of jurisdiction

10.1. This agreement is subject to German law, excluding its conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2. The place of fulfilment is wherever the goods are to be delivered in accordance with the contract.
10.3. The place of jurisdiction is where our commercial premises are based. However, we are also entitled to sue the contractor at the court where its commercial premises are located.

11. Miscellaneous

11.1. Should one or more terms of these ordering conditions be ineffective or not become a contractual component, either in whole or in part, then the effectiveness of the contract and the other terms shall not be affected by this. Statutory regulations are to substitute any ineffective term, or any term that has not formed part of the contract.
11.2. All amendments to this contract with us, including changes to these ordering conditions, require the written form.