• The present Terms and Conditions of Purchase shall apply only to supplies and services ("Delivery"), which an entrepreneur or a company ("Supplier") makes on the basis of a contract with us.

• 2.1 The preparation of an offer by the Supplier shall be without charge.

    

• 2.2 Any commercial confirmation letter from the Supplier which deviates from the content of the previous offer made by us shall not be binding on us unless we agree to the deviation.

    

• 2.3 The present Terms and Conditions of Purchase shall apply exclusively. Any diverging terms and conditions shall only apply if these are stated in our order. In particular, the acceptance of a Delivery as well as payments does not constitute our agreement to the Supplier's terms and conditions.

   

• 2.4 Technical information sheets and safety information sheets shall be attached to the offer / acceptance by the Supplier. These shall contain, as a minimum, the storage conditions and the expiry date of the respective Delivery.

• 3.1 The Supplier shall notify us without delay in writing of any changes or modifications with respect to the composition of materials used or the underlying design if different from a similar or comparable Delivery previously provided by Supplier to us. Any such changes or modifications shall require our prior consent.

   

• 3.2 The Supplier shall ensure that each Delivery conforms to all applicable environmental protection, accident prevention and other industrial safety regulations, as well as all legal requirements valid in the Federal Republic of Germany at the time of transfer of risk and shall advise us in writing of any specific treatment and waste disposal requirements upon each Delivery.

• 4.1 We are entitled to inspect the Delivery at the Supplier's premises to prove that the Supplier has complied with the specification. The Supplier shall bear all material costs of the inspection (including the cost of materials to be provided) and his own personnel costs.
  
  
• 4.2 If the Delivery to be inspected is not available for inspection at the agreed time, KURZ's costs of inspection shall be borne by the Supplier. If a discovered defect requires repeated or further inspections, the Supplier shall bear all material and personnel costs of the inspection.
  
  
• 4.3 The Supplier shall bear the material and personnel costs of any proof of material and test certificates in relation to pre-finished materials.
  
  
• 4.4 The Supplier's warranty for defects of material and defects of title shall remain unaffected by any tests.
  
  
• 4.5 Proof of material and test certificate shall form part of the Delivery and shall be presented at the time of the Delivery.

• 5.1 A Delivery or subsequent performance not involving installation or erection is considered timely when received at the entrance of the place of reception stated by KURZ, while a Delivery requiring installation or erection as well as services shall be deemed made or rendered timely when provided for acceptance. The Supplier shall only be entitled to effect partial Delivery / partial services with our prior consent.
  

   

• 5.2 If and as soon as the Supplier has reason to believe that a Delivery will be delayed or that it is unable to deliver, it shall immediately notify us without delay in writing and obtain our decision on further action.
  

   

• 5.3 In the event of a Delivery to a branch, selling outlet, assembly site or construction site, the Supplier shall send a copy of the delivery note to KURZ's Purchasing Department as proof of the Delivery. The delivery note shall specify the recipient, date and time of delivery in legible or bold print.

• 6.1 For a Delivery involving installation or erection and for services, risk shall pass upon acceptance, for a Delivery not involving installation or erection, risk shall pass upon completion of the receiving inspection (13.) at the place of reception stated by KURZ.
  
  

• 6.2 Shipping and packaging costs shall be borne by the Supplier. In the event that the prices are determined Ex Works or from the Supplier's sales warehouse, the Delivery shall be shipped, in each case, at the lowest cost, provided that we have not prescribed a particular form of transport. Additional costs due to non-compliance with shipping or packaging regulations shall be borne by the Supplier. In the event that the prices are determined free recipient including packaging and transport insurance, we can determine the method of transport; however, the Supplier shall be entitled to choose the most favourable method of transport for it, if damages in respect of the Delivery are excluded and the confirmed Delivery date cannot be exceeded. Additional costs for a more expeditious method of transport out of necessity and, in order to observe a delivery date, shall be borne by the Supplier.
  
  

• 6.3 Each Delivery shall be accompanied by a packing slip, delivery note, analysis and inspection certificate. We shall be notified without delay of the dispatch.
  
  

• 6.4 The expiry date shall be indicated on the packaging / trading unit.
  
  

• 6.5 Ownership in the Delivery shall pass to us upon arrival of the Delivery or full payment of the Delivery, whichever occurs sooner.
  
  

• 6.6 A Delivery which has been paid in full by us or that is owned by us shall be clearly labelled by the Supplier as belonging to us and shall be stored separate and identifiable from all other goods in Supplier's possession. The Supplier shall immediately dispatch the Delivery to us on first demand.

• 7.1 If Delivery is delayed, we shall be entitled, irrespective of our other rights to claim liquidated damages calculated at rate of 1.0 % of the order value for each commenced week of delay up to a maximum of 5 % of the order value. This provision shall be without prejudice to any further claims including a higher amount of damages; in the event that a claim is made for higher damages any liquidated damages already paid shall be deducted therefrom. The Supplier can produce evidence that we sustained lower damages or no damages.
  
  

• 7.2 In the event that we do not reserve our right to claim liquidated damages at the time of acceptance of the Delivery or subsequent performance, we can still claim liquidated damages up until the time of final payment.
  
  

• 7.3 If the fulfilment of the contract is prevented or impossible due to force majeure, strike on the part of KURZ and/or the Supplier or its vicarious agents including every unavoidable event for which KURZ and/or the Supplier or its vicarious agent is not liable, the affected party shall be released from its obligations for the duration and scope of the disruption. Should one or more of the aforementioned events occur, such shall be notified to us in writing without delay.

• 8.1 Invoices shall be submitted in original and in duplicate and must contain the following information:
  a) KURZ's order number and name of ordering employee
  b) the Supplier's number (Supplier number)
  c) description (product number and text of order)
  d) quantity
  e) name of product
  f) material
  g) technical data
  h) price and any additional charges
  i) transport and packaging costs
  
  
• 8.2 Invoices that do not contain the above information shall not be due for payment. Duplicates of invoices shall be marked "Duplicate".

• 9.1 Payments shall be effected:

  a) within 14 days with deduction of 3 % or

  b) within 30 days net.
  
  

• 9.2 The time limit for payment shall begin to run upon receipt of an invoice in the proper form (8.) and

  a) for a Delivery involving installation or erection upon acceptance

  b) for a Delivery without installation or erection upon final completion of the Delivery

  c) in no circumstances prior to the agreed date for Delivery.

  A prerequisite for complete Delivery is the receipt of material tests, inspection records, quality documents or other documents. Discount may be deducted even where we offset or withhold certain sums due to faults or defects; the time fixed for payment shall commence upon removal of the defect.
  
  

• 9.3 We shall only be in default of payment if we do not pay after receipt of a reminder from the Supplier after the due date for payment has expired.
  
  

• 9.4 A defective Delivery or services shall be set off by way of a debit note and shall be debited to a credit account.
  
  

• 9.5 Payments shall not signify an acknowledgment that the Delivery is in compliance with the contract.

• 10.1 As security for fulfilment of contractual obligations, in particular the performance of the Delivery in compliance with the contract, we are entitled to request an unlimited guarantee for contractual fulfilment in an amount of 10 % of the gross order value. Upon complete payment we shall return the deed of guarantee to the Supplier provided that the Supplier provides simultaneously security on the following terms:
  
  
• 10.2 As security for our claims and rights in respect of material and defects of title in the Delivery, we can request from the Supplier until expiry of the limitation period for liability for defects of material and defects of title (14.1) the provision of a security in an amount of 5 % of the gross order value. The cost of providing the security shall be borne by the Supplier.
  
  
• 10.3 Security can at the Supplier's option be provided by
  a) retention pursuant to 10.4, or
  b) by a bank guarantee ("selbstschuldnerische Bürgschaft"), waiving the defence of voidability and set off of an admitted credit institute or credit insurer in the European Union. The security by way of a bank guarantee ("selbstschuldnerische Bürgschaft"), requires our acknowledgement of suitability of the guarantor.
  
  
• 10.4 For a security by way of retention, we can retain 5 % of the gross order value upon payment as retention by way of deduction if the retention monies are paid into a blocked account, which only allows the ordering party and the Supplier to effect transactions under the blocked account jointly. In the event that the retention is approved by us, any interest shall accrue in our favour. In the event that the retention is deducted from partial payments of the Supplier, the respective payment shall be reduced by a maximum of 10 % until the retention of 5 % of the gross order value has been reached.
  
  
• 10.5 Unless diverging terms are contained in 10.1 to 10.4, §§ 232 to 240 BGB (German Civil Code) shall apply additionally to any security provided.

• 11.1 The Supplier shall supply spare parts for a period equivalent to the anticipated service life of the Delivery on reasonable conditions which shall not be less than ten years.
  
  

• 11.2 Irrespective of 11.1, in the event that Supplier intends to discontinue the production of Deliveries, specifically of spare parts, semi-manufactured products or base material for the production of KURZ, Supplier shall inform KURZ twelve months prior to such discontinuation and shall grant KURZ an opportunity to place a final order corresponding in quantities to the volumes of delivery during the preceding twelve months and / or at KURZ's request Supplier shall supply us with the requisite equipment and documentation and the right to use such equipment free of charge.

The Supplier shall maintain a quality assurance which meets the requirements of current technical norms and standards. It shall document its results which shall be made available to us for inspection. At our request, Supplier shall conclude a quality assurance agreement with us.  

• 13.1 Upon receipt of the Delivery, we shall inspect such Delivery to check whether externally recognisable damages during transit or other externally recognisable defects are present. Defects which we discover at the time of the receiving inspection or later shall be notified to the Supplier.
  
  

• 13.2 Complaints can be made within one month (1) from receipt of the Delivery or, (2) to the extent that the defects were first noticed upon handling or processing or being put into use, at the time when such defects were determined.
  
  

• 13.3 We are not obliged to conduct further inspections and provide further notifications other than those afore-mentioned.

• 14.1 Defects of material of the Supplier shall expire in three years unless the law prescribes longer time periods. The limitation period shall commence upon transfer of risk. For a Delivery to KURZ customers, it shall begin with acceptance by our customers.
  
  

• 14.2 Possible technical specifications of the Supplier shall not constitute a conclusive agreement as to composition e. g. within the context of § 434 para. 1 sentence 1 BGB (German Civil Code) or § 633 para. 2 sentence 2 BGB (German Civil Code).
  
  

• 14.3 Defects which are determined prior to or at time of transfer of risk or occur during the limitation period shall, at our option, be either removed or replaced with a non defective Delivery by the Supplier at its costs. This shall also apply to a Delivery in respect of which the inspection has been limited to random sampling. We shall exercise our option at our reasonable discretion.
  
  

• 14.4 In the event that a joint control is necessary as a result of a defective Delivery which exceeds the requisite scope of the receiving inspection, the Supplier shall reimburse our costs of the joint control.
  
  

• 14.5 To the extent that a defect is removed by rectification of the defect or re-delivery, the limitation period according to 14.1 shall begin to rerun from passing of risk. For a Delivery to KURZ customers the time limit shall recommence upon acceptance by our customer.
  
  

• 14.6 In the event that the removal of the defect or replacement delivery fails or Supplier is in default of removing the defect or providing a replacement Delivery, we are entitled to

  a) withdraw from the contract in whole or in part without compensation or

  b) demand a reduction of the price or

  c) rectify or re-deliver the Delivery by ourselves or arrange for rectification or re-delivery at the Supplier's cost and

  d) claim damages instead of performance or replacement of fruitless expenditure.

  § 281 para. 2 and § 323 para. 2 BGB (German Civil Code) shall remain unaffected.
  
  

• 14.7 The same shall apply if the Supplier states that it is unable to carry out the removal of the defect or a new replacement within a reasonable period of time.
  
  

• 14.8 In the event that we claim damages instead of performance, we reserve our right to the Delivery until the Supplier has provided damages in the full amount.
  
  

• 14.9 Rectification of a defect can be performed without setting a time limit at the Supplier's costs if delivered after default has occurred. This shall apply if due to need to avoid a default by Kurz or other urgency we have an interest in immediate rectification of a defect and we have informed the Supplier of the defect to the extent that the urgency justifies immediate rectification of a defect.
  
  

• 14.10 In the event that the defective Delivery from the Supplier is not taken back in spite of our request that it do so, such Delivery can be disposed of at the Supplier's cost or returned "freight collect" on the Supplier's account. The Supplier shall bear the risk of returning the defective Delivery to it.
  
  

• 14.11 The afore-mentioned claims shall expire one year after notification of the defect but in no case prior to expiry of the limitation period stated in 14.1.
  
  

• 14.12 Further claims by KURZ, in particular claims relating to recourse to a company and replacement of future handling or processing costs incurred shall remain unaffected.

• 15.1 If a product newly manufactured by Kurz using the Supplier's Delivery and sold to an end-user contains a defect caused by a fault in the Supplier's Delivery, Kurz can demand reimbursement of the expenses which Kurz has to bear in proportion to the end-user pursuant to § 439 Para. 2 BGB (German Civil Code).
  
  
• 15.2 In the event that Kurz has to take back the product due to a defect or if the end-user has reduced the price, Kurz is entitled to
  a) withdraw from the contract with the Supplier in whole or in part without compensation or
  b) demand a reduction in price from the Supplier and
  c) claim damages instead of performance or replacement of fruitless expenditure from the Supplier.
  
  
• 15.3 The claims arising under 15.1 and 15.2 shall expire in three years from the passing of risk (6.) unless the law provides for longer time limits. The limitation period expire at the very earliest two months after Kurz has fulfilled the end-user's claims. The suspension of expiration of the limitation period shall terminate at the latest five years after passing of risk (6.).
  
  
• 15.4 The provisions in 15.1 to 15.3 shall apply accordingly if within the context of a supply chain (§ 478 BGB, German Civil Code) a customer makes a claim against Kurz due to a defect in a product which has been newly manufactured by Kurz using the Supplier's Delivery, to the extent that the defect has been caused by a fault in the Supplier's Delivery.
  
  
• 15.5 § 478 and 479 BGB (German Civil Code) shall remain unaffected.

In the event that a third party makes a claim against us due to faults in a Delivery from the Supplier, the Supplier shall immediately hold us harmless from such claims.

• 17.1 The Supplier shall ensure that the Delivery does not violate any proprietary rights or applications for proprietary rights ("Proprietary Rights") of third parties. The Supplier shall hold us and/or our customers harmless from any action taken against it in or out of court due to a violation of Proprietary Rights. Where legal action is taken, the Supplier shall, upon request, provide legal Counsel. The Supplier shall further be liable for any damage suffered by us and /or our customers on account of their having trusted in the unrestricted usability of the Delivery. With respect to damage suffered by KURZ's customers, the Supplier shall only be liable where our customers assert any claim against us.
  
  
• 17.2 The Supplier shall not be held liable where it has manufactured the Delivery solely in accordance with KURZ's drawings and models and the Supplier did not, and could not reasonably be expected, to be aware that it was infringing any rights thereby as set out in the preceding paragraph.
  
  
• 17.3 Upon request, the Supplier shall specify any Proprietary Rights applied for and used in connection with the Delivery. Where the Supplier becomes aware of any infringement of Proprietary Rights, the Supplier shall immediately notify us thereof of his own account.

The Supplier may not sub-contract the work to be performed under these Terms and Conditions of Purchase without our prior consent. Failure to obtain our consent to sub-contract will allow us to rescind the contract in whole or in part and to claim damages.

• 19.1 Materials or products of any kind whatsoever provided by us to the Supplier shall remain our property and be exclusively used in or for the performance of the Delivery ordered hereunder. The Supplier shall store any material etc. provided by us separately and shall identify our property rights on the materials themselves and our business records. In the event of depreciation in value of our property or loss, the Supplier shall bear the cost of replacement of our property. This clause shall also apply to non-gratuitous materials which are provided to the Supplier.
  
  
• 19.2 To the extent that any of the items provided by KURZ are processed, converted or transformed by the Supplier to form a new movable product, we shall be deemed manufacturer of such product. If such is not possible for legal reasons, KURZ shall acquire joint title and ownership in said objects in the ratio of the value of the items provided by KURZ to the new movable product. The Supplier shall be responsible for the gratuitous safekeeping of the new movable product for KURZ with the care and diligence of a prudent business man.

• 20.1 All models, drawings, samples, designs and calculations provided for the execution of purchase orders which are our property shall be placed at the Supplier's disposal on loan. The Supplier shall mark said objects as our property. The Supplier shall waive all rights, in particular, a right of retention of title, to the models, drawings, samples, designs and calculations which could hinder any request by KURZ for their return. Models, drawings, samples, designs and calculations may not be disposed of or sold without our prior written consent.
  
  
• 20.2 All models, drawings, samples, designs etc shall be treated by the Supplier with the utmost care and shall be insured for an amount equivalent to their replacement cost, in particular, against risks such as fire, lightning, explosion, damage from water, damage from electronics, breakage and theft. Any modifications and repairs shall only be permitted subject to our prior written consent.

• 21.1 The Supplier shall submit all necessary proof (e. g. certificates if origin) which are necessary for obtainment of customs or other benefits and customs clearance as well as associated procedures, operations etc. which are necessary.
  
  
• 21.2 The Supplier shall inform KURZ in writing which components, categories of components, appliances, equipment etc. are subject to export or re-export restrictions according to the Foreign Trade and Payments Regulations of the Federal Republic of Germany or, if applicable, the "US Export Regulations".

• 22.1 The Parties shall not pass the models, tools, drawings, samples, designs, calculations and other technical documentation, irrespective of the data medium ("Documents"), including knowledge, information, and subsequently manufactured products to third parties without the written consent of the other Party, nor shall it use them for purposes other than for the execution of an order. The Supplier and KURZ undertake to maintain absolute secrecy in relation to such Documents and knowledge so as to safeguard against unauthorised use. In the event that either the Supplier or KURZ is in breach of its obligations, the affected party can demand the immediate return of the Documents.
  
  
• 22.2 The obligation according to 21.1 shall begin upon receipt of the Documents, knowledge and information and shall expire 36 months after the termination of the business relationship.
  
  
• 22.3 The obligation according to 21.1 shall not apply to Documents and knowledge which at the time of receipt are publicly known or are established by the receiving party to have been known by it without being subject to a duty of confidentiality, are received from a third party without similar restrictions or is independently developed by the receiving party without breach of these Terms and Conditions of Purchase.
  
  
• 22.4 The Supplier shall not be entitled to use, without our prior consent in writing, our company name, our company logos and trademarks of KURZ or to use illustrations of our products, machines and other equipment for reference purposes or to display such in documentation.

• 23.1 The cost of insuring the Delivery, in particular, the carrier's insurance, shall not be borne by us.
  
  
• 23.2 The application of the German General Conditions for Forwarders (Allgemeinen Deutschen Spediteurbedingungen (ADSp)) is excluded.
  
  
• 23.3 The Supplier shall take out an adequate liability insurance to cover damages caused by it for the performance of Delivery at its own cost. To cover product liability risks, the Supplier shall maintain a business liability insurance which shall include financial loss caused by damage to products (extended liability insurance covering persons and property damage, damages abroad and the costs of product recall). Proof of the amount of the insurance covered shall be disclosed to us at our request. The scope of legal liability shall not be restricted by the conclusion of a liability insurance policy.
  
  
• 23.4 The Supplier shall insure items loaned to it against the usual risks. Any further liability for loss or damage to loaned items, shall be excluded except in the event of intentional or gross negligence

In the event that the Supplier ceases to make payments, a provisional insolvency administrator is appointed or insolvency proceedings are initiated over the assets of the Supplier, then we shall be entitled to withdraw from the contract in whole or in part. In the event of a withdrawal, we can make use of available equipment or a previous delivery of the Supplier for the appropriate remuneration to ensure continuation of the Delivery.

German substantive law shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall be excluded.

The place of jurisdiction is Nuremberg.