Purchasing Terms and Conditions of OPTIPLAN GmbH (Issued 9th July 2021) 

1.    General 

Our Purchasing Terms and Conditions apply exclusively and only in relation to entrepreneurs within the definition of Section 310 German Civil Code (BGB) for all purchasing, works and works performance contracts concluded with such entities where we are acting as the orderer, purchaser or customer. The supplier’s contrary or alternative purchasing terms and conditions are hereby repudiated; such conditions are only recognized if we have expressly agreed to their validity in writing. 
Individual agreements that may have been concluded with the supplier (including commercial clauses, ancillary agreements, supplements and amendments) shall take precedence over the GTC. A written agreement or our written confirmation is required to validate the content of such agreements. 

2.    Confirmationoforderanddeliverytimes 

a)  The supplier is required to promptly confirm every order in writing within 3 working days by email to Einlauf@optiplan.eu this should include our order, item and article number. 

b)  Our order is binding no earlier than the time of written sub-mission or confirmation. The supplier shall be required to point out obvious errors (e.g. spelling and calculation errors) and deficiencies in the order and the order documentation for the purpose of correction or completion prior to acceptance; otherwise, the contract shall not be deemed effective. 

c)  The agreed delivery times are fixed deadlines and must be adhered to. These delivery dates do not encompass any supplementary delivery dates. The stated delivery date is always the date of the required receipt of goods at the unloading address. 

d)  The correctness of deliveries is determined upon the receipt of the goods at our stated unloading address; the timeliness of deliveries is determined according to the time of set- up and assembly and the timeliness of services is determined according to the time that these are accepted. 

e)  DeliveriesofgoodswillonlybeacceptedbytherecipientfromMondaytoFridaybetween7 a.m. and 1 p.m. 

f)  If the event of any discernable delay to a delivery or service we must be notified immediately and our decision obtained, unless otherwise agreed. 

g)  Should the supplier default, we are entitled to claim the payment of a contractual penalty in the amount of 0.3% of the net purchase price (delivery value) of the delayed delivery for each started workday, such compensation shall not, how-ever, exceed 5% of the contractual delivery value. We are entitled to claim the contractual penalty in addition to the fulfillment of the order and, as a minimum amount, the compensation for which the supplier is liable in accordance with statutory provisions; the right to claim further damages shall remain un- affected. If we accept the belated performance, we will claim the contractual penalty at the latest at the time of the final payment. 

3. Transfer of risk and dispatch 
a)  In the case of delivery with set-up or assembly or in the case of supplies, the risk passes upon acceptance; in the case of deliveries without set-up or assembly, the risk passes upon the receipt at the unloading address specified by us. The supplier must arrange reasonable transport insurance at its own cost. 

b)  Unless otherwise agreed, the supplier will bear the costs of shipment and packing as well as the costs of customs and excise and related formalities. 

c)  Every delivery must include shipment documents or delivery notes stating the supplier number, the content and our order and article number for every individual item. 

d)  The values determined upon the check made by our goods-in department are authoritative with respect to guaranteed characteristics, unit numbers, dimensions and weights. Multiple partial deliveries must have been expressly approved by us. 

4.    Invoicing

Invoices are to be submitted in with the supplier number, order number, delivery date as well as our article number for every individual item via mail to finance@optiplan.eu Invoices are not payable if this information is missing. Invoice copies are to be identified as such. 

5.    Paymentconditions 

a)  Unless otherwise contractually agreed, payments must be made within 30 days with a 3% early payment discount or within 60 days without deduction. 

b)  The payment period commences once the supply or service has been fully rendered and the duly issued invoice has been received. Where the supplier is required to provide material tests, test records, quality documents or other documentation, these requirements also must be fulfilled in order for the supply or service to be complete. Discounting is also possible where we make a set-off or retain a reasonable sum of the payment due to defects; the payment period commences once the defect has been fullyeliminated. 

c)  If, following the valid conclusion of the agreement, circumstances occur or first become known to us, which, on the basis of a reasonable judgement, create doubt regarding the creditworthiness of the supplier, we will be entitled to demand the provision of collateral security for any advance or part payments we make or to partially or wholly withdraw from the agreement. This applies particularly if insolvency proceedings are commenced in relation to the assets of the supplier or if such proceedings are declined due to a corresponding lack of assets. 

6. Warranty,guarantee,productliability 
a)  In the case of delivery of hazardous substances, the supplier is obliged to provide the EC safety data sheet without being asked and before delivery. The supplier guarantees that his deliveries comply with the provisions of Regulation (EC) No. 1907/2006 regarding registration, evaluation, approval and restriction of chemical substances ("REACH Regulation"). 

b)  Complaints in respect of defects may be made within 14 days of delivery of the supply or service, or, where defects can only be detected following processing or production or upon it being used, complaints can be issued within 14 days of the defect having been identified. Notwithstanding section 442, paragraph 1, clause 2, of the German Commercial Code, we may assert claims regarding defects even if we were unaware of the defect at the time of entering into the contract as the result of gross negligence. 

c)  Defectswhichhavebeenrebukedduringthewarrantyperiodwithrespecttothe supply/service, which also relate to the failure to provide the guaranteed data and the absence of guaranteed characteristics, the supplier is required, upon demand, promptly at its own cost, including all additional costs, to eliminate through subsequent improvement or substitute delivery, the choice here being at our discretion. Following the fruitless expiry of a reasonable additional period granted by us for subsequent improvement or substitute delivery, we are entitled to exercise our statutory rights, including rescission of the agreement or diminution of the contract price. The right to claim compensation remains expressly reserved. This also applies with respect to compensation in lieu of performance.
Furthermore, we may, at the cost and risk of the supplier and irrespective of its warranty obligations, undertake the requisite measures ourselves or arrange for a contractor to implement them. 

d) In urgent cases we are entitled, without prior consultation, to undertake subsequent improvement ourselves or arrange for a contractor to do so. With regard to minor defects, within the terms of our duty to mitigate damage, we are entitled, without prior consultation, to eliminate these ourselves without hereby affecting any warranty obligations. The supplier will bear all costs required in this regard. The same applies in the event that unusually high value damage is pending. 
e) Subsequent improvements may also be performed at the cost of the supplier, without the stipulation of any additional period for contractual performance, if the delivery is made following a period of delay and, due to the need to avoid delay on our part or for other urgent reasons, we have an interest in immediate subsequentimprovement. 
f) The supplier bears the costs and risk in the return delivery of defective delivered goods.
g) The warranty is valid for two years unless otherwise agreed or if, by way of Section 438 para. 1 
no. 2 or 634 a para. 2 no. 2 German Civil Code, longer warranty periods are established. It 
commences upon the transfer of risk (3 a).
h) For delivered parts which cannot be used during the period in which a defect is investigated 
and/or during which the defect is eliminated, the current warranty period will be extended by the time of the operational interruption. For subsequently improved or newly delivered goods/services, the warranty period recommences upon the end of the subsequent improvement or, if formal acceptance is agreed, at the time acceptance is declared. Requests for formal acceptance must be submitted to us in writing. 
i) The warranty claim will lapse twelve months following the notification of a defect objection raised during the warranty period but not in any case prior to the end of the warranty period itself. 
j) The supplier is duty bound to implement a state-of-the-art quality assurance system corresponding with the nature and scope of the contractual objective; the supplier must, upon demand, demonstrate this system to us. For this purpose, where we deem it necessary, a corresponding quality assurance agreement will be concluded withus. 
k) The supplier is duty bound to arrange appropriate insurance cover in respect of its product liability risks and, upon our request, to present us with the insurance certificate for our inspection. 

7. Declaration of origin and customs number 
a) Insofar as the goods to be delivered are originating goods, the supplier undertakes upon acceptance of an order to issue a long-term supplier's declaration on the basis of the legal regulations. In the case of individual transactions, it is possible to issue an individual supplier's declaration 
b) The supplier's declaration must contain the article number, article description and the statistical tariff number (list of goods for foreign trade statistics). The supplier undertakes to submit a valid long-term supplier's declaration without being asked to do so after expiry of the maximum period of validity of 24 months. 
c) The supply of goods entitled to preferential conditions with movement certificate, the proof is supplied by means of a EUR.1 or a declaration of origin on the invoice. 
d) The supplier is furthermore duty bound to compensate OPTIPLAN for losses it sustains in the event that the declared origin is not recognized by the competent agency. 

8. Industrial property rights, reservation of title 
a) No rights of lien, including any contractor’s lien, are established. The customer as a rule does not recognize and expressly repudiates reservations of title and other collateral rights irrespective of form, content or effect. 
b) We recognize simple reservations of title. We are entitled to use or resell the delivered goods without restriction within the course of our normal business activities. 

9. Non-disclosure 
a) The contractual partners undertake to treat as business secrets all that commercial and technical information not in the public domain which becomes known to them by way of their business arrangement. 
b) A similar duty must be imposed on the employees of the contractual partners as well as on their contractors and the employees of these. 

10. Assignment of claims 
Claims may only be assigned with our written consent.. 

11.Compliance, Environmental Protection, Safety, Health Protection und Energy Efficiency 
a) The supplier is obliged to comply with all applicable legal regulations regarding environmental protection, energy efficiency, occupational safety, accident prevention, transport and plant safety. 
b) The supplier guarantees that the goods to be delivered, if applicable, comply with the requirements of the Dodd-Frank Act (conflict minerals) and the EU directive 2011/65 (“RoHS directive”) for restricting the use of certain hazardous sub-stances in electronics and electronic devices. 
c) Machines and technical working equipment must be delivered CE-compliant and with complete, current technical documentation (EC declaration of conformity or declaration of assembly and operating or installation instructions). 
d) When performing services within premises of a companies, the specific operational regulations of these business premises concerned for the use of external companies must also be respected. 
e) Goods and services are to be manufactured and provided in such a way that they correspond to the current state of the art as well as all applicable legal and official regulations on the day of delivery or execution and comply with the accident prevention regulations. 

12. Supplementary terms and conditions 
a)  Amendments and additions to these Purchasing Terms and Conditions must be made in writing. This applies equally to any amendment of this clause stipulating the written form. Oral additional agreements have no validity. 

b)  If the event that any of the provisions of these Purchasing Terms and Conditions are wholly or partially ineffective, or prove so to be in the future, this circumstance will not affect the validity of the remaining provisions. The wholly or partially ineffective provision will be replaced by one which most closely achieves the commercial objectives of the original. 

c)  If these Purchasing Terms and Conditions do not contain a provision for a particular circumstance, the statutory provisions will apply accordingly. 

13. Court 
Disputes will be heard before that court with geographical and material jurisdiction over the place of our registered address. However, we reserve the right to assert our claims before any other permissible court.