1. Scope

1.1
Purchase orders issued by Strautmann Umwelttechnik GmbH (hereinafter called “Strautmann” with its headquarters in Glandorf, Germany) are based exclusively on these general terms and conditions of procurement. Conflicting terms and conditions from the supplier or terms and conditions from the supplier that deviate from these terms and conditions of procurement are only considered accepted if they have been confirmed in writing by Strautmann as a supplement to these terms and conditions of procurement. These terms and conditions of procurement also apply if, with knowledge of conflicting terms and conditions or terms and conditions from the supplier that deviate from these terms and conditions of procurement, the delivery or service has been accepted without reservations by Strautmann, or payment has been made.

1.2
These terms and conditions of procurement apply in the related version as a framework agreement also for all future transactions of the same nature with the supplier, without the need for Strautmann to refer to them in each individual case; Strautmann will inform the supplier about changes without delay in this situation.

1.3
If separate written supply contracts and/or quality assurance agreements or other provisions deviating from these terms and conditions of procurement are agreed between the supplier and Strautmann, these general terms and conditions of procurement are subordinate and supplementary.

1.4
These terms and conditions of procurement only apply in relation to businesses in the context of clause 310 BGB (German civil code).

2. Contract conclusion, contract changes, target quantities

2.1
Purchase orders, transactions and call orders as well as changes and additions must be made in writing. Purchase orders and call orders can also be made by data transmission or fax.

2.2
Target quantities stated in enquiry documentation and general information from Strautmann are non-binding demand forecasts expected for a specific period and do not represent a commitment to purchase.

2.3
If purchase orders, including the purchase order documents, contain obvious mistakes or incomplete information, the supplier must inform Strautmann so the information can be corrected or completed before acceptance; otherwise, the contract is not considered concluded.

2.4
Strautmann only provides remuneration for quotations, diagrams, drafts and similar if expressly agreed in writing.

3. Changes to the item supplied

Any change to the form of manufacture, or the method employed for manufacture, requires the prior written approval of Strautmann. The supplier is – provided personal performance is not agreed – entitled to use third parties to fulfil the contractual obligations, unless there is an important reason for not doing so, in particular if an objective assessment indicates the third party does not offer a guarantee of fulfilment in accordance with the contract. Infringements against this provision entitle Strautmann to terminate the contract without notice and place the obligation on the supplier to pay compensation for all damages, including financial losses that have arisen or arise in relation to the termination without notice.

4. Prices, payment terms, transfer of risk, offsetting

4.1
The price stated in the purchase order is binding. Unless otherwise agreed in writing, the price includes delivery “carriage paid”, including packaging and incidental costs.

4.2
Unless otherwise agreed, invoice payment is within 14 days with a deduction of 3 % discount, or after 30 days without a deduction, from the payment due date and receipt of both the correct and verifiable invoice as well as the goods or the provision of the service. The payment period starts as soon as the delivery is complete and a correct invoice is available. Strautmann is only in arrears with payment if payment was not made after the receipt of a reminder from the supplier sent after the payment became due and there are no objections or disputes.

4.3
The supplier bears the price and performance risk until the goods are accepted by Strautmann.

4.4
Payments are not considered recognition that the delivery or service is as stipulated in the contract and are made only subject to checking the invoice.

4.5
Strautmann has offsetting and retention rights as per statutory provisions. The supplier only has offsetting and retention rights if the supplier’s counterclaims are legally established, undisputed and recognised by Strautmann, or if compensation resulting from the contractual relationship is affected, in particular if there is a counterclaim derived from a non-cash claim with entitlement to refusal of performance. The supplier is only authorised to exercise the supplier’s retention right as far as the supplier’s counterclaim is based on the same contractual relationship.

5. Delivery, delivery delays

5.1
The delivery deadlines or dates stated in the purchase order are binding and must be met. Definitive for compliance with the delivery date or the delivery deadline is the receipt of the goods at the location for receipt specified in the purchase order. The supplier has the obligation to inform Strautmann without delay and in writing if circumstances arise or are identified that make it impossible to comply with the agreed delivery schedule. This notification also includes a statement of the reason for the delivery delay as well as information about the expected duration of the delivery delay. The notification of a possible delivery delay does not alter the binding nature of the delivery date agreed. Irrespective of culpability, the supplier bears without restriction the procurement risk for the services necessary for the delivery (full acceptance of the procurement risk).

5.2
The delivery must be made, unless otherwise agreed in writing, in the form of “delivered, duty and tax paid” (Delivered Duty Paid = DDP, Incoterms 2020) to the headquarters of Strautmann in 49219 Glandorf (Germany).

5.3
If a delay occurs, Strautmann is entitled to demand a contractual penalty of 0.5 % of the usual average value in the sector of the delivery/service delayed per complete week, max. however 5 % of the total value of the order, if the supplier does not demonstrate that the damages are lower or there are no damages at all. All other statutory claims to which Strautmann is entitled due to the delay remain unaffected. The contractual penalty will be added to the total damages claimed due to the delay.

5.4
The acceptance of the delayed delivery or service without reservation does not signify a waiver of claims for compensation or contractual penalties to which Strautmann is entitled due to the delayed delivery or service.

5.5
If the delivery date is passed or acceptance/approval of the delivery hindered due to force majeure, after having fixed a deadline without success, Strautmann has the right to either entirely or partially withdraw from the contract or to extend the deadline without the supplier having any claim for compensation for damages or similar in these situations.

5.6
The supplier has the obligation to state the exact Strautmann purchase order number on all shipment paperwork and delivery notes; if the supplier does not comply with this requirement, Strautmann is not responsible for the delays during processing.

5.7
Partial deliveries are in principle not permitted unless Strautmann has expressly agreed to them.

6. Export controls and product approval

6.1
The supplier must comply with the applicable national, European and international (re-)export control regulations. In any circumstance, the supplier has the obligation to observe the (re-)export control regulations of the Federal Republic of Germany, the European Union and the United States of America. If approval by the related authority should be necessary due to these regulations, the supplier undertakes the obligation to apply for this approval independently and at the supplier’s expense and to inform us about this situation.

6.2
The supplier has the obligation to check and ensure by means of suitable measures that

6.2.1
The supplier and our delivery with the supplier’s goods do not infringe an embargo of the European Union, the United States of America and/or the United Nations – also taking into account any restrictions on domestic transactions and any anti-circumvention provisions;

6.2.2
The stipulations in all applicable sanction lists issued by the European Union and the United States of America related to business transactions with businesses, persons or organisations stated in the lists are met.

6.3
Given a corresponding request, the supplier will substantiate to us, without delay that the products delivered do not infringe the relevant regulations stated above.

6.4
The supplier exempts us completely from all claims asserted against us by the authorities or other third parties due to culpable infringement of the above statutory export control obligations by the supplier and undertakes the obligation to pay compensation for all damages and expenses incurred in this context.

7. Inspection for defects, claims for defects, recourse

7.1
Within a reasonable period, Strautmann will inspect random samples to be specified by Strautmann for deviations in quality as well as incorrect deliveries and externally apparent transport damage. Defects found during this process will be reported by Strautmann within the periods stated below. Defects not found are considered to be hidden defects, even if they would be apparent during a normal inspection. Notifications of defects are to be provided in due time, if they

1. a) Occur due to transport damage or externally apparent damage, within a period of 5 working days, calculated from goods receipt
2. b) Occur due to deviations in quality / incorrect delivery, within 5 working days, calculated from the detection of the defect and installation of the goods, however a maximum of 1 year after installation and 24 months after delivery.
3. c) Hidden defects and defects not found during random inspection are reported to the supplier within a period of 10 working days from discovery

There are no further obligations on Strautmann in relation to the supplier than the obligations for inspection and reporting stated above.

7.2
The statutory provisions related to material defects and defects of title apply, if not otherwise specified.

7.3
The supplier guarantees that the goods to be delivered comply with current German and EU law as well as all statutory provisions for the protection of life, health and safety at the place of delivery, as far as applicable.

7.4
The right to choose the nature of supplementary performance lies in principle with Strautmann.

7.5
If the supplier has not commenced the rectification of defects within 4 working days after the request from Strautmann and the defects have not been rectified within a further period of 3 working days, Strautmann is entitled to rectify the defects, or have the defects rectified by a third party, at the expense of the supplier. In urgent situations, in particular to avert acute danger or to avoid serious damage, independent of the periods stated above, Strautmann has the right to rectify each defect, or have it rectified by a third party, at the expense of the supplier.

7.6
The limitation period for material defect claims is 3 years and starts with the delivery of the object of the contract (transfer of risk).

7.7
For parts of the delivery reconditioned or repaired within the limitation period for defect claims, the limitation period starts again when the supplier has completely met Strautmann’s claims for supplementary performance.

7.8
If costs are incurred by Strautmann due to a defect in the object of the contract, in particular transport, travel, working material costs or costs for a goods receipt inspection beyond the scope specified in clause 6.1, the supplier must bear these costs.

7.9
If claims are asserted against Strautmann, irrespective of their nature, and the claims are due to defects in an item manufactured or delivered by the supplier, the supplier has the obligation to exempt Strautmann from the full extent of any liability and all claims for damages. If expenses are incurred by Strautmann, these are to be reimbursed to Strautmann. Expenses include all costs for recalls, transport, travel, labour, material costs, and are not limited to these.

7.10
Strautmann is entitled to demand compensation from the supplier for expenses that Strautmann had to bear in its relationship with Strautmann’s customers because these customers have made a claim for compensation against Strautmann for the expenses necessary due to supplementary performance, in particular transport, travel, labour, material costs.

7.11
If a material defect becomes apparent within 6 months of the transfer of risk, it is presumed that the defect was already present at the transfer of risk, unless this presumption is incompatible with the nature of the item or defect.

7.12
If, within 12 months of the installation of the item and delivery, a defect becomes apparent on the item manufactured or delivered by Strautmann, then it will be assumed that this defect is the responsibility of the supplier. The supplier is entitled to demonstrate that the supplier is not responsible for this nature of the item or nature of the defect.

7.13
If defective goods infringe a guarantee assumed by the supplier, the supplier is always liable for damages, irrespective of who is at fault.

7.14
The supplier warrants that the delivery and its processing do not infringe any patents or other property rights held by third parties at home or abroad. If the delivery provided by the supplier infringes the property rights of third parties, the supplier exempts Strautmann from claims made by the holder of the rights, if the supplier is responsible for these claims.

7.15
If the processing of the delivery is affected by existing property rights held by third parties, the supplier must, at the supplier’s expense, either procure the corresponding approval or modify or replace the parts of the delivery affected such that the processing is no longer prevented by the property rights of third parties and, at the same time, the parts correspond to the contractual agreements.

8. Documents, confidentiality

8.1
All commercially or technically confidential information made available by Strautmann is to be treated as confidential by the supplier. The supplier has the obligation to utilise the information made available to the supplier by Strautmann only for the purposes of processing the related order. The supplier is not permitted to disclose or make available this information to third parties, excluded from this statement is disclosure to employees, individuals commissioned and consultants who are involved in the processes and for whom the confidential information is imperative for their activity. The supplier warrants and provides assurance that this confidentiality obligation will also be observed by these individuals; the supplier will place the same obligations on these individuals.

8.2
Confidential information in the context of these terms and conditions of procurement includes all information, notes, documents, data carriers, drawings, samples and other records, independent of whether they are provided verbally, in writing, electronically or in any other manner, that the supplier receives in relation to the business relationship with Strautmann and its development as well as the processing of the related order, as well as all written or other information, documents and records that contain information about basic principles, working methods, manufacture, new developments, improvements, ideas, goals, customer data and other details and information from and about Strautmann. Furthermore, confidential information includes information about the business relationship between the parties, its scope as well as the specific arrangements.

• The confidentiality agreement does not apply to information that

8.3.1
at the time of disclosure

• is generally known;
• has been published;
• forms part of general knowledge;
• is general state-of-art;
• is known separately to the supplier. The supplier will inform us in writing about such prior separate knowledge;
  • after the time of disclosure
  • becomes generally known without an action on the part of the supplier that infringes the confidentiality agreement;
  • becomes separately known to the supplier from a third party without this third party infringing a confidentiality obligation relating to the confidential information;
  • is determined or developed by the supplier independent of the confidential information;
  • is published in writing by us;
  • must be disclosed due to mandatory statutory provisions.

8.4
In the situation that the supplier has the obligation by law to disclose confidential information to third parties, the supplier will inform Strautmann, first and without delay, after the supplier has become aware of this obligation. The supplier will only provide or disclose that part of the confidential information that the supplier has the obligation to provide or disclose according to statutory regulations.

8.5
The confidentiality obligation also continues to apply after the end of the order, until the information received has become public through no fault of the supplier, the supplier’s employees, consultants or other persons commissioned by the supplier in any manner; the burden of proof related to this provision lies with the supplier.

8.6
For every case of culpable infringement of the above confidentiality obligations, the supplier undertakes the obligation to pay a contractual penalty to be set by Strautmann at Strautmann’s reasonable discretion and to be checked by the responsible court if there is a dispute. The assertion of further damages remains unaffected, however entirely set off against the contractual penalty.

9. Declaration of originating status of the goods delivered

9.1
If necessary, the supplier provides, free of charge, to Strautmann a supplier’s declaration and all other records required by the customs authority or other authority.

9.2
The supplier will compensate Strautmann for all costs as well as any damages that result due to an incomplete or incorrect declaration.

10. Strautmann – code of conduct

The supplier accepts the code of conduct for Strautmann business partners attached in the annex and undertakes the obligation to comply with this code of conduct. The business partner also declares that the business partner is willing to bear full liability for the resulting damages incurred by Strautmann due to an infringement of the code of conduct.

11. General provisions

11.1
Place of fulfilment for deliveries and services is the location for receipt designated by Strautmann. Place of fulfilment for payments is the headquarters of the company stated above.

11.2
If not otherwise specified in these terms and conditions, statutory provisions apply in addition. If one of the terms and conditions stated above or other agreements made is or becomes ineffective, the validity of the remaining terms and conditions is unaffected. The parties to the agreement have the obligation to replace the ineffective provision with an arrangement with an economic outcome as close as possible to the ineffective provision.

11.3
The law of the Federal Republic of Germany applies with the exclusion of the reference provisions of German international private law and the UN Sales Convention.

11.4
Verbal agreements before, during or after conclusion of the agreement, in particular subsequent amendments to these terms and conditions of procurement – including this clause requiring the written form – as well as side agreements of any type require written confirmation from Strautmann to become effective. Clause 2.1, sentence 2 remains unaffected.

11.5
The local or district court responsible for the headquarters of the company is agreed as the place of jurisdiction.

Code of conduct for Strautmann business partners

This code of conduct specifies the principles and requirements placed by all businesses in the Strautmann Group (hereinafter called “Strautmann”) on their business partners for goods and services, as well as business intermediaries, consultants and other business partners.

With their signature, the business partner undertakes the obligation to comply with the conditions and to accept all legal consequences arising from this obligation.

Compliance with the law

• The business partner undertakes the obligation to comply with the laws of the related applicable legal system(s).

Fair competition

• The business partner undertakes the obligation not to restrict free competition and not to infringe national or international antitrust regulations.

Prohibition of active and passive corruption/prohibition of conferring benefits (e.g. gifts) on employees

• The business partner undertakes the obligation not to tolerate or become in any way engaged in any form of active corruption (offering and conferring benefits; bribery) or passive corruption (demanding and accepting benefits).
• The business partner undertakes the obligation not to offer any gifts or any other personal benefits (e.g. invitations) to employees or close relatives of employees at Strautmann if their total value and the specific situation create the impression that particular behaviour is expected in return from the recipient of the benefit. Whether this is, the situation depends on the specific circumstances of the individual case. Gifts of low value and hospitality in the context of customary business practices are permitted.
• The business partner furthermore undertakes the obligation only to offer a customary market price to employees purchasing goods or services for private purposes and only to grant discounts or other reductions if these are granted to all Strautmann employees.
• The business partner undertakes the obligation to pay full compensation for all damages resulting from an infringement of this provision, even if due to negligence.

Respect and integrity

The business partner undertakes the obligation to respect human rights as fundamental values based on the European Convention on Human Rights and the UN Charter. This statement applies in particular to the prohibition of child labour and forced labour as well as the equal treatment of employees.

Strautmann Umwelttechnik GmbH
Stand: 11.04.2023