1. General, Scope of Application
1.1. The following General Terms and Conditions of Sale and Delivery Vertilas GmbH (hereafter referred to as “Terms and Conditions”) will apply exclusively, and any additional or deviating terms by the customer will not be recognized unless Vertilas GmbH provides its express consent in writing. The Terms and Conditions will also apply, if Vertilas GmbH provides the product or services unconditionally despite the knowledge of the customer’s terms which are in addition to, deviate from or are contrary to the Terms and Conditions. The Terms and Conditions will also apply to future contracts between Vertilas GmbH and the customer.
1.2. All agreements regarding the delivery of products and services (hereinafter collectively referred to as “PRODUCT(S)”) between Vertilas GmbH and the customer must be in writing and signed by each party. Transmission via means of telecommunication, in particular by fax or e-mail, is sufficient for com-pliance with the written form requirement.
1.3. These Terms and Conditions apply only to entrepreneurs in the sense of § 310 section 1 German Civil Code (hereinafter also referred to as “BGB").

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2. Offer and Conclusion of Transactions, Reservation of Right of Modification
2.1. If an order of the customer can be classified as an offer according to § 145 BGB, Vertilas GmbH can accept this offer within four weeks after receipt. Offers by Vertilas GmbH will not be binding, unless they are expressly designated as binding or contain a specific acceptance period.
2.2. Vertilas GmbH can accept the offer by written declaration or by delivery of the PRODUCT.
2.3. The written contract concluded between the parties, including these Terms and Conditions, is solely decisive for all legal relationships between Vertilas GmbH and the customer. Such contract fully reflects all agreements between the contracting parties concerning the subject matter of the contract. Oral com-mitments made prior to the conclusion of this contract are legally non-binding and any and all oral agreements between the contracting parties are superseded by the written contract unless expressly stated in a specific case that they remain in effect.
2.4. Any and all additions and amendments to agreements between the parties, including these Terms and Conditions, must be in writing to be effective. With the exception of managing directors or author-ised signatories, the employees of Vertilas GmbH are not entitled to make agreements deviating from any agreement that has been concluded.
2.5. Information provided by Vertilas GmbH regarding the subject of the respective supply of a PRODUCT (e.g., weights, dimensions, utility values, load capacity, tolerances and technical data), as well as representations thereof (e.g., drawings and illustrations), are only approximate unless the fitness for the contractually intended purpose requires exact conformity. They are not guaranteed characteris-tics, but descriptions or designations of the supply of the PRODUCTS. Deviations customary in the trade, and deviations which occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible provided that they do not impair usability for the contractually intended purpose.
2.6. Vertilas GmbH reserves ownership or copyright in and to all offers and cost estimates submitted by Vertilas GmbH as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. The customer may not share any of the fore-going, as such or their content, with third parties, disclose them, use them itself or via third parties, or reproduce them, without the express consent of Vertilas GmbH. Upon request of Vertilas GmbH, the customer must return such items in full to Vertilas GmbH and destroy any copies that may have been made if they are no longer required by it in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The foregoing does not apply to the storage of data provided electroni-cally for normal back-up purposes.

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3. Supply and Performance Period, Delayed Delivery
3.1. Partial deliveries are permitted, and oblige the customer to pay a proportionate share of remunera-tion, if

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• the partial delivery may be used by the customer within the scope of the contractual purpose,
• delivery of the remaining ordered PRODUCTS is assured, and
• the customer does not incur any considerable additional expenditure or additional costs as a result (unless Vertilas GmbH commits to bear such costs).

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3.2. In case Vertilas GmbH’s performance as agreed in the contract is to be rendered upon request, the customer - unless otherwise agreed - shall be obliged to accept any partial performances of approxi-mately similar amounts. Further, full performance as agreed shall be deemed requested by the customer one month after the agreed period for request has elapsed or if there is no such agreement, three calendar months after closing of the contract.
3.3. Performance deadlines indicated by Vertilas GmbH are non-binding and subject to change unless expressly agreed otherwise in relevant agreement.
3.4. The beginning of a delivery time given by Vertilas GmbH presupposes the clarification of all tech-nical questions.
3.5. Compliance with the delivery obligation requires the timely and proper fulfillment of the obligation of the customer. The defence of lack of performance of the contract is reserved.
3.6. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with shipment.
3.7. Force majeure events that make the respective supply of a PRODUCT by Vertilas GmbH consider-ably more difficult or impossible entitle Vertilas GmbH to withdraw from the contract unless the hin-drance concerned is only temporary. In the case of hindrances that are only temporary in nature, the respective delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed for the duration of the hindrance plus a reasonable lead time. If the customer cannot reasonably be expected to accept the supply of the respective PRODUCT as a result of the delay, it may withdraw from the contract by providing written notice to Vertilas GmbH without undue delay. Events of force majeure are events which completely prevent or unreasonably impede the provision of a PRODUCT and which are not attributable to Vertilas GmbH, e.g. legal strikes or legal lockouts, war, import and export bans, energy and raw material shortages, official measures/facts, epidemics, pandem-ics, delayed supply of merchandises to Vertilas GmbH itself, for which it is not responsible, despite proper congruent coverage by Vertilas GmbH.
3.8. If Vertilas GmbH is in default of a supply of a PRODUCT, or a supply of a PRODUCT becomes impossible for Vertilas GmbH, regardless of grounds, liability on the part of Vertilas GmbH for damages is limited as provided in Section 10 of the Terms and Conditions.
3.9. If the acceptance by the customer is delayed or if he violates any other of his cooperative duties culpably, Vertilas GmbH can claim compensation for the damages incurred, including any additional expenses. The risk of an accidental destruction or deterioration of the subject of the contract will pass to the customer on the date on which the customer delays the acceptance of the subject of the contract. Storage costs after the passage of risk shall be borne by the customer. In the case of storage by Vertilas GmbH, storage costs will equal 0.25% of the invoice amount of the supplied items to be stored per full week. This is without prejudice to the right to assert and prove higher or lower storage costs.

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4. Prices, Terms of Payment, Delay, Set-off, Right of Retention
4.1. Prices are valid for the scope of PRODUCTS listed in the order confirmation. Additional or special services will be charged separately. The prices are stated ex works plus packaging, statutory value added tax, customs duties for export shipments as well as fees and other public charges.
4.2. The Vertilas GmbH list prices valid at the time of shipment shall apply (in each case less an agreed percentage or fixed discount) in cases in which agreed prices are based on Vertilas GmbH’s list prices and shipment is to be made more than four months after conclusion of the contract.
4.3. Payment is due without deduction within 30 days after invoice date. Payment is in time, if the invoice amount is credited to Vertilas GmbH´s bank account indicated on the invoice. Payment by cheque or bill of exchange is not permitted unless agreed separately in a specific case. If the customer does not pay on the due date, all outstanding amounts shall bear interest at 5 % p.a. from the due date. This is without prejudice to the right to claim a higher interest rate and to assert further damages in the event of default.
4.4. Vertilas GmbH reserves the right to demand advance payments.
4.5. In cases in which - after closing of the contract - doubts arise regarding the customer’s ability to pay Vertilas GmbH’s claims or his creditworthiness Vertilas GmbH is entitled to render performance only after the customer’s performance or versus collateral in the form of a directly enforceable, irrevo-cable guarantee from a German major bank. In case the customer does not comply with this request even after fixing a time period for performance including a notice of the intention to rescind the contract after the set period of time, Vertilas GmbH may rescind the contract, excluding any rights for compensation of the customer.
4.6. A set-off based on counterclaims of the customer, or withholding payment on the basis of such claims, is only permitted in cases in which the counterclaims concerned are undisputed or have been finally determined by a court.

 

5. Customer's Responsibilities, Acceptance
5.1. The customer must make available to Vertilas GmbH all documents required for the performance of the subject of the contract free of cost and in a timely manner. Vertilas GmbH is not obliged to check the content of the documents made available by the customer as well as such designated requirements (speci-fications, functions, and technical details) for potential flaws or infringements of third party rights following the implementation of the specified requirements, unless otherwise agreed expressively.
5.2. Insofar as the customer renders own services or services are rendered by third parties (including the delivery of PRODUCTS) the customer is responsible for the co-ordination of the individual work processes as well as the compliance with applicable safety regulations and provisions for prevention of accidents.
5.3. In case the customer does not render his co-operation duties to the required extent or Vertilas GmbH is inhibited in rendering the agreed due to circumstances within the contacting partner’s risk, Vertilas GmbH is exempt from the performance obligations for the duration of the impediment and to the extent of its impact and may ask for reasonable compensation for any additional costs incurred hereby. Vertilas GmbH in that case will set off any expenses saved or amounts received from other orders. The risk of accidental loss or accidental deterioration of the PRODUCTS is transferred to the customer at the time he is in default with accepting delivery.
5.4. In cases in which acceptance is required, the PRODUCT shall be deemed accepted if

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• the supply and, if Vertilas GmbH also is obliged to perform installation, the installation has been completed,
• Vertilas GmbH has notified the customer accordingly including a reference to deemed acceptance based on this Section 5.4 and requests acceptance by the customer,
• twelve working days have elapsed since delivery or installation, or six working days have elapsed since delivery or installation in case in which the customer has started to use the PRODUCT, and
• the customer has failed to accept the PRODUCTS within the respective period for on grounds other than a defect reported to Vertilas GmbH which makes use of the PRODUCT impossible or signifi-cantly impairs such use.

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6. Place of Performance, Dispatch, Packaging, Transfer of Risk, Transport-insurance
6.1. Vertilas GmbH’s registered office is the place of performance for all obligations arising from the contractual relationship unless stated otherwise. If Vertilas GmbH is also obliged to provide installation services, the place of performance is the place where such installation is to be performed.
6.2. The mode of shipment and packaging are subject to the reasonable exercise of discretion on the part of Vertilas GmbH.
6.3. At the latest, risk passes to the customer when the PRODUCT is made available to the customer or the freight forwarder, carrier, or agent at Vertilas GmbH’s premises. This also applies in the case of partial deliveries or in cases in which Vertilas GmbH has agreed to provide other services (e.g., shipment or installation). If shipment or transfer is delayed due to a circumstance for which the customer is at fault, risk passes to the customer on the day on which the PRODUCT is ready for shipment and Vertilas GmbH has notified the customer accordingly.
6.4. Vertilas GmbH will only insure a shipment against theft, breakage, transport, fire and water damage, or other insurable risks, at the customer's express request and at its expense.

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7. Guarantee of Retention of Title
7.1. Vertilas GmbH will retain title to the PRODUCTS until all payments under the entire business con-nection have been received. In the case of violation of the contractual obligations by the customer, in particular in case of delayed payment, Vertilas GmbH will have the right to repossess the PRODUCTS. The repossession of the PRODUCTS by Vertilas GmbH will constitute a rescission of the agreement. After return of the PRODUCTS, Vertilas GmbH is authorised to utilise them, and the proceeds from utilisation shall be credited against the liabilities of the customer – minus appropriate utilisation costs.
7.2. The customer must handle the PRODUCTS with due care; in particular, he must adequately insure them at his own expense against damage by fire, water or theft at their replacement value. If maintenance and inspection work is necessary, it must be carried out at the customer’s own expense in sufficient time.
7.3. In the case of pledgings or similar acts by third parties, the customer must inform Vertilas GmbH immediately in writing so that Vertilas GmbH can bring a legal action as provided for in § 771 German Civil Procedure Code (hereinafter also referred to as “ZPO"). If the third party is not able to reimburse Vertilas GmbH for court and extrajudicial costs of the legal action as provided for in § 771 ZPO, the customer will be liable for the loss incurred by Vertilas GmbH.
7.4. The customer is entitled to re-sell the PRODUCTS in an orderly business transaction; however, the customer already assigns at this point all receivables amounting to the final sum of the invoice (including VAT) of the receivable of Vertilas GmbH that he gains from the re-sale to his customer or third parties. This is the case irrespective of whether the PRODUCT was resold without or after processing. The cus-tomer remains authorised to collect this receivable even after assignment of the receivable. The authori-sation of Vertilas GmbH to collect this receivable itself, remains unaffected by this. However, Vertilas GmbH undertakes not to collect this receivable as long as the customer meets payment obligations from the revenues collected, does not have any payment arrears and in particular has not applied for composi-tion or bankruptcy proceedings or if payment has been stopped. However, if this is the case, Vertilas GmbH can request that the customer of Vertilas GmbH reveals the assigned receivables and their debtors, provides all information required for collection, hands over the corresponding documents and informs the debtors (third parties) of the assignment.
7.5. The processing or alteration of the PRODUCT by the customer will be done for Vertilas GmbH at all times. If the PRODUCT is processed with other objects that do not belong to Vertilas GmbH, Vertilas GmbH acquires the co-ownership of the new object in the ratio of the value of the PRODUCT (final invoice amount, including VAT) to the other processed objects at the time of processing. For the rest, the same applies to the object, created by processing, as for the PRODUCT supplied under reservation.
7.6. If the PRODUCT is inseparably mixed with other objects that do not belong to Vertilas GmbH, Vertilas GmbH acquires the co-ownership of the new object in the ratio of the value of the PRODUCT (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is done in such a way that the object of the customer may be viewed as the main object, it is agreed that the customer will transfer a pro-rata co-ownership to Vertilas GmbH. The customer is the custodian of the sole or co-ownership created in this way for Vertilas GmbH.
7.7. The customer also assigns to Vertilas GmbH the receivables for securing the receivables against the customer attributed to Vertilas GmbH that the customer acquires through the combination of the PRODUCT with a plot of land vis-à-vis a third party.
7.8. Vertilas GmbH undertakes to release the securities attributed to Vertilas GmbH at the request of the customer in so far as the realisable value of the securities of Vertilas GmbH exceeds the receivables to be secured by more than 10%; the selection of the securities to be released is the responsibility of Vertilas GmbH.

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8. Liability for defects, defects
8.1. The warranty period is one year from delivery or, if acceptance is required, from acceptance. How-ever, the limitation period does not apply to claims for damages by a customer due to injury to life, limb or health or due to an intentional or grossly negligent breach of duty by Vertilas GmbH or its vicarious agents; all such claims are governed by the applicable statutory limitations periods.
8.2. PRODUCTS which have been shipped must be carefully examined immediately after receipt by the customer or to the third party designated by the customer. With regard to patent defects or other defects that would have been discovered following an immediate, careful inspection, such defects are deemed to have been approved by the customer if Vertilas GmbH does not receive a written notice of the defect concerned within seven business days after receipt. With regard to other defects, the PRODUCTS are deemed to have been approved by the customer if Vertilas GmbH does not receive notification of defects within seven business days after the time at which the defect became apparent. If the defect concerned would have already been identifiable by the customer at an earlier time in the course of normal use, such earlier time is decisive for the beginning of the notification period. At the request of Vertilas GmbH, a rejected PRODUCT must be returned to Vertilas GmbH carriage paid. Vertilas GmbH will reimburse the costs for the least expensive shipping method in the case of a legitimate notice of a defect. This does not apply if the costs are higher because the PRODUCT is located at a place other than the place of intended use.
8.3. In the event of material defects of the PRODUCT, Vertilas GmbH is initially obliged and entitled, based on a choice to be made by Vertilas GmbH, to rectify the defects or to make a replacement delivery within a reasonable period of time. The customer may withdraw from the contract or reduce the purchase price appropriately in the event that attempts at cure fails i.e., impossibility, unreasonableness, refusal or unreasonable delay in the repair or replacement delivery.
8.4. If a defect is due to fault on the part of Vertilas GmbH, the customer can demand compensation for damages only under the conditions specified in Section 10 of these Terms and Conditions.
8.5. In the event of defects related to components from other manufacturers that Vertilas GmbH cannot remedy for licensing-related reasons or practical reasons, Vertilas GmbH will, at its option, either assert its warranty claims against the manufacturers and suppliers concerned for the account of the customer or assign such claims to the customer. In the case of any such defects, warranty claims may only be asserted against Vertilas GmbH on the basis of other applicable requirements and these Terms and Con-ditions if the legal enforcement of the above-mentioned claims against the manufacturers and suppliers was unsuccessful or would be futile due to circumstances such as insolvency. The statute of limitations applicable for the customer to assert its warranty claims against Vertilas GmbH for the relevant defects is tolled during the pendency of litigation.
8.6. Warranty coverage no longer applies if the customer modifies the PRODUCT, or has it modified by third parties, without the consent of Vertilas GmbH and curing defects becomes impossible or un-reasonably difficult as a result. In any event, the customer shall bear the additional costs of curing the defect resulting from any such modifications.
8.7. The supply of used PRODUCTS agreed in any specific case is made subject to the exclusion of any warranty for material defects.

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9. Industrial property rights
9.1. In accordance with this Section 9, Vertilas GmbH warrants that the PRODUCT is free of third-party industrial property rights or copyrights arising under German Law. Each party must notify the other party in writing without undue delay if claims are asserted against it based on an alleged infringement of such rights.
9.2. In the event that the PRODUCT infringes an industrial property right or copyright of a third party, Vertilas GmbH will, at its discretion and at its expense, (a) modify or exchange the PRODUCT in such a way that third-party rights are no longer infringed but such that the PRODUCT continues to fulfil the contractually agreed functions or (b) procure the right of use for the customer by concluding a licence agreement. The customer is entitled to withdraw from the contract, or to reduce the purchase price ap-propriately, if Vertilas GmbH is not able to do so within a reasonable period. Any claims for damages on the part of the customer are subject to the restrictions of Section 10 of these Terms and Conditions.
9.3. In the case of infringements caused by products of other manufacturers (co-)supplied by Vertilas GmbH, at its option, Vertilas GmbH will either assert its claims against the manufacturers and sub-suppliers for the account of the customer or assign such claims to the customer. In such cases, claims may only be asserted against Vertilas GmbH according to this Section 9 if the legal enforcement of the above-mentioned claims against the manufacturers and sub-suppliers was unsuccessful or would be fu-tile due to circumstances such as insolvency.

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10. Liability for damages based on fault
10.1. Provided that liability is based on fault, liability for damages on the part of Vertilas GmbH, re-gardless of legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this Section 10.
10.2. In cases in which Vertilas GmbH is liable for damages on the merits, such liability is limited to damages which Vertilas GmbH foresaw as a possible consequence of a breach of contract upon the conclusion of the contract or which Vertilas GmbH should have foreseen in the application of the cus-tomary degree of care. Indirect damages and consequential damage resulting from defects in the delivery item shall likewise only be compensable to the extent that such damage is typically to be expected when the delivery item is used as intended.
10.3. In the event of liability for simple negligence, the obligation of Vertilas GmbH to pay compensa-tion for property damage, and any additional financial losses resulting therefrom, is limited to EUR 25,000.- per loss event and to EUR 100,000.- in total, even in cases where the breach of an essential contractual obligation is concerned.
10.4. The preceding exclusions and limitations on liability apply to the same extent for the benefit of Vertilas GmbH’s executive bodies, legal representatives, employees and other agents and affiliates.
10.5. In cases where Vertilas GmbH provides technical information or acts in an advisory capacity, and such information or advice is not part of the contractually agreed scope of services owed by Vertilas GmbH; this is done at no charge and to the exclusion of any liability.
10.6. The limitations of this Section 10 do not apply to liability for wilful misconduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

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11. Reimbursement of futile expenses
Claims of the customer for compensation of futile expenses according to § 284 BGB are excluded.

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12. Intellectual property
12.1. If Vertilas GmbH makes inventions in the course of the business relationship with the customer, Vertilas GmbH shall be entitled to the sole exploitation of the rights derived therefrom, in particular patents.
12.2. The customer agrees that Vertilas GmbH’s sale of PRODUCTS does not grant to the customer any license or intellectual property or similar right applicable to or in any PRODUCTS, or in any information or documents (including estimates, projections, drawings, electronic files, calculations, or instructions) Vertilas GmbH provides to the customer, and the customer waives any and all such rights. Vertilas GmbH and its affiliates retain ownership in and control over all intellectual property, including patents, trademarks, trade names, copyrights, know-how, and goodwill applicable to or arising out of a PRODUCT.
12.3. The customer shall not name or designate any Vertilas GmbH information or PRODUCT in any patent application. The customer may not alter or remove, and will abide by, any patent, trademark, copyright, trade secret, proprietary or other notices, serial numbers, labels, tags or other identifying marks, symbols or legends contained on or in a PRODUCT (including containers or packages). If the customer acquires any intellectual property or similar rights in or relating to any PRODUCTS purchased from Vertilas GmbH (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, then such rights are deemed and are hereby irrevo-cably assigned to Vertilas GmbH or its licensors, as the case may be, without further action by either Vertilas GmbH or the customer. The customer will sign any assignments or similar instruments con-firming Vertilas’ ownership of intellectual property rights relating the PRODUCTS, including inven-tions Vertilas GmbH makes in the course of the business relationship with the customer, at Vertilas’ GmbH reasonable request.

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13. Liability for conflict and hazardous materials
Vertilas GmbH strives to keep all PRODUCTS manufactured by Vertilas GmbH free of conflict miner-als within the meaning of the applicable version of the Dodd-Frank Act (tantalum, tin, gold and tungsten from the DR Congo or its neighbouring countries) as well as of hazardous substances in impermissible concentrations (e.g., in accordance with the Electrical and Electronic Equipment Ordinance). Accord-ingly, Vertilas GmbH likewise endeavours to oblige suppliers of Vertilas GmbH to ensure that the PRODUCTS purchased from suppliers of Vertilas GmbH do not contain any of the aforementioned conflict materials or hazardous substances in impermissible concentrations. However, the assumption of a warranty obligation, as well as any liability on the part of Vertilas GmbH for materials used by supplies of Vertilas GmbH or its suppliers, is excluded to the extent permitted and Vertilas GmbH does not make any representations or warranties that its PRODUCTS are free of such conflict minerals. Ver-tilas GmbH shall not have any liability to the customer or any other person or entity if any of its PRODUCTS contain any conflict minerals.

14. Instructions for use
It is expressly pointed out to the customer that the PRODUCTS supplied by Vertilas GmbH may not be used in medical electrical equipment, in military installations, weapons, or weapons systems, or in any nuclear applications. If any PRODUCT is used in any such equipment, systems, or applications, all of Vertilas’ warranties and obligations with respect to this PRODUCT shall be void automatically, to the extent permitted by law, and Vertilas shall have not responsibility or liability for it.

15. Miscellaneous
15.1. In so far as the customer is a merchant, exclusive venue for all disputes arising between Vertilas GmbH and the customer shall be the courts having jurisdiction for the Vertilas’s GmbH registered office. Vertilas GmbH shall also be entitled, however, to take legal action before the competent court having jurisdiction for the customer’s registered office. Indispensable, legally regulated exclusive places of jurisdiction shall remain unaffected by this provision.
15.2. In so far as the order confirmation does not expressly state otherwise, the registered office of Vertilas GmbH in the Federal Republic of Germany is the place of performance.
15.3. The laws of the Federal Republic of Germany, excluding its conflicts of law principles, shall govern all contracts and transactions between Vertilas GmbH and the customer, all PRODUCTS Vertilas GmbH sells, and any matter, dispute or controversy arising out of or relating to any such contract, transaction, PRODUCTS provided by Vertilas GmbH. The application of the UN Convention on the International Sale of Goods (CISG) is excluded.
15.4. The customer shall be responsible for complying with all German export regulations and all foreign import regulations.
15.5. Reference is made to the fact that the customer must observe the currently valid ICAO/IATO regu-lations if it ships PRODUCTS purchased from Vertilas GmbH (shipment to the customer or a third party or return shipment to Vertilas GmbH).

General Terms and Conditions of Purchase Vertilas GmbH
1. Scope, General
1.1. These General Terms and Conditions of Purchase of Vertilas GmbH apply to the exclusion of all other terms and conditions. Contradictory or different supplier terms and conditions of purchase or general terms and conditions are not recognised by Vertilas GmbH and are hereby refuted. These Terms and Conditions of Purchase also apply if Vertilas GmbH accepts or pays for a delivery by a supplier without reservation in awareness of contradictory or different terms and conditions to the Vertilas GmbH Terms and Conditions of Purchase. The Terms and Conditions of Purchase of Vertilas GmbH, as amended, also apply as a framework agreement for all future transactions between Vertilas GmbH and the same supplier without Vertilas GmbH being required to refer to these terms and conditions in each individual case.
1.2. Individual agreements reached between Vertilas GmbH and the supplier in specific cases (including ancillary agreements, supplements and amendments) take precedence over these Terms and Conditions of Purchase. However, a written contract or the written confirmation of Vertilas GmbH is essential for the content of these kinds of agreements.
1.3. Telecommunicative transmission, in particular by fax or e-mail, is sufficient to comply with the written form.
1.4. Legal declarations and statements, which the supplier is required to submit to Vertilas GmbH after the conclusion of the contract (e.g. deadlines, reminders, withdrawal notice) must be submitted in writing to be effective.
1.5. References to the validity of statutory provisions are provided for clarification purposes only. The statutory provisions apply even without this type of clarification, unless otherwise specifically amended or expressly excluded in these Terms and Conditions of Purchase.
1.6. The entirety of the deliveries and services that the supplier owes Vertilas GmbH is hereinafter referred to as the "product" or "service".

2. Conclusion of the contract and amendments to the contract
2.1. Orders ("order(s)") by Vertilas GmbH shall be placed in writing.
2.2. Supplier offers are provided free of charge for Vertilas GmbH and are binding for the supplier, and have a minimum period of validity of 6 (six) weeks starting from the offer date. Any non-response to supplier offers, requests or other declarations by Vertilas GmbH is only considered consent if this has been expressly agreed in writing.
2.3. Specifications that Vertilas GmbH submits to the supplier are a contractual basis. As long as nothing else is agreed in this connection between Vertilas GmbH and the supplier, the conditions of the quality assurance agreement of Vertilas GmbH are binding for every inquiry and order. If the supplier is unable to process the documents and files provided by Vertilas GmbH, supplier must immediately notify Vertilas GmbH of this circumstance. The products must comply with the agreed quality (specifications, data sheets. drawings, etc.), the statutory provisions and the current state of the art and science. In addition, standards that are referred to and other documents included as the contractual basis must be considered accordingly.
2.4. The supplier is obliged to compare the Vertilas GmbH specifications with the characteristics of the supplier's product. If the comparison identifies a deviation, no delivery is effectively permitted without the written approval of Vertilas GmbH. The supplier must archive Vertilas GmbH's approval for a period of at least 8 years and submit this to Vertilas GmbH upon request.
2.5. In case of obvious errors (e.g. spelling and calculation errors), incomplete orders, missing documents and contradictory bases of an order, the supplier must immediately inform Vertilas GmbH in writing for the purpose of correction and completion.
2.6. If the supplier does not object to an order within 5 (five) working days of receipt, the contract is established based on this order. Any deviation from the order is considered an objection. Order confirmations are merely considered declaratory to confirm that the supplier has received the order.
2.7. The supplier shall send Vertilas GmbH an order confirmation within 8 (eight) working days of receipt of an order from Vertilas GmbH.
2.8. If the supplier owes a service or delivery, Vertilas GmbH may request amendments and supplements to the order at any time until acceptance, at its reasonable discretion and in consideration of the supplier's interests. If a request for amendment results in additional or reduced costs and/or a longer deadline, the supplier is obliged to immediately notify Vertilas GmbH of this circumstance immediately after receiving the request for amendment, and must submit a corresponding follow-up offer. The amendment takes place based on a written agreement in which the remuneration of the additional costs or the consideration of the reduced costs as well as the schedule are defined. The additional remuneration is determined based on the pricing for the contractual service and the specific costs of the requested additional service.

3. Prices and terms of payment
3.1. The price indicated in the Vertilas GmbH order is binding. The agreed prices are fixed prices and exclude any additional charges. Unless otherwise agreed in writing, the price specified in the order includes delivery (DDP, delivered at place Incoterms 2010) to Vertilas GmbH or the place specified by Vertilas GmbH, the necessary packaging, such as cardboard boxes, containers, pallets or mesh boxes. Low-quantity surcharges and other processing fees and charges as well as customs fees are also included in the agreed prices. Submitted price adjustment requests only become valid upon written confirmation by Vertilas GmbH. Any non-response by Vertilas GmbH in relation to price adjustment requests is not considered approval.
3.2. The supplier's invoices must be submitted to Vertilas GmbH in an auditable form, indicating the order number, order date, item number and the 8-digit customs tariff number as well as a binding supplier's declaration in accordance with Regulation (EC) No. 1207/2001. If a component is missing, Vertilas GmbH is entitled to reject the invoice. The value added tax must be indicated separately on the invoice in line with the tax provisions. The supplier is responsible for any consequences as a result of non-compliance with this obligation, unless it demonstrates that it is not responsible for these consequences. Vertilas GmbH withholds payment until receipt of an invoice that meets Vertilas GmbH's requirements as well as the associated delivery documents; Vertilas GmbH does not enter into default if these requirements have not been met. The delivery documents include all requested certificates and documentation from Vertilas GmbH's technical order and delivery specifications as well as any necessary and valid declarations of conformity. Terms of payment start not earlier than on the day of receipt of the invoice and the associated delivery, including all the required documents (e.g. shipping documents, delivery notes, certificate of origin, supplier's declaration).
3.3. Unless otherwise agreed in writing, Vertilas GmbH shall pay the remuneration within 14 days less a 3% early payment discount, calculated after receipt of delivery and an auditable invoice, or within 30 days without reduction. If the supplier owes a service or delivery, the payment for the remuneration owed is always only due after acceptance, unless otherwise individually agreed.
3.4. In case of bank transfers, payment is considered to have been made in time, if Vertilas GmbH's transfer order is received by the bank, administering Vertilas GmbH's account prior to the expiration of the payment deadline. In the event of a default of payment by Vertilas GmbH, the default interest rate is 5 (five) percentage points above the base rate per annum. The statutory provisions apply in the event of a default of payment by Vertilas GmbH. However, in any event, a written reminder by the supplier is required.
3.5. Vertilas GmbH is entitled to rights of offset and retention to the extent specified by law. The supplier is not entitled to assign receivables from the contractual relationship to third parties without Vertilas GmbH's prior written consent. The supplier only has a light of offset or retention based on legally binding or undisputed counterclaims.
3.6. Payments are always made subject to the result of the inspection of goods and quantities by Vertilas GmbH. Payment prior to the expiration of the inspection and notice of defect deadlines specified in Section 6 does not mean that Vertilas GmbH has inspected the products or quantities delivered by the supplier, is waiving quality or quantity differences or has approved the delivery. Overpaid amounts based on identified quality or quantity differences must be reimbursed by the supplier.

4. Delivery deadlines and delayed delivery
4.1. The delivery deadlines specified in the order or delivery instruction are binding. The receipt of the delivery at Vertilas GmbH or at the receiving point specified by Vertilas GmbH shall be decisive for compliance with the delivery dates. Deliveries shall be made DDP according to Incoterms 2010 to Vertilas GmbH or to the place designated by Vertilas GmbH. Quantity deviations shall only be binding with the prior written consent of Vertilas GmbH.
4.2. The supplier must automatically inform Vertilas GmbH in writing, providing reasons and the expected duration, if circumstances arise or become apparent, which mean that the agreed delivery time cannot be complied with. The unconditional acceptance of the delayed delivery by Vertilas GmbH does not release the supplier from Vertilas GmbH's rights as a result of the delayed delivery.
4.3. In the event of a delayed delivery, Vertilas GmbH is entitled to assert the statutory claims, especially claims for resulting consequential losses. Vertilas GmbH is entitled to request compensation instead of performance and withdrawal immediately if a delivery date has been agreed or otherwise after the unsuccessful expiration of an adequate grace period. If Vertilas GmbH requests compensation, the supplier is also entitled to establish that he is not responsible for the breach of duty. Partial deliveries are only recognised by Vertilas GmbH after written agreement. In the event of a delayed delivery by the supplier, Vertilas GmbH is entitled to assert a contractual penalty of 1.0% (one) of the agreed net value of the owed scope of delivery per commenced weekday, however to a maximum of 5.0% (five) of the relevant net price. Vertilas GmbH may only assert an additional compensation claim together with proof of the relevant loss amount, in which case the contractual penalty is offset against this amount. The right to demand payment of an agreed contractual penalty and/or compensation is not forfeited by the fact that the contractual penalty/compensation claim was not expressly reserved upon acceptance of the delayed delivery.
4.4. In the event that a delivery is received earlier than agreed, Vertilas GmbH reserves the right to return the delivery at the supplier's expense. If no return takes place in the event of a premature delivery, the products are stored by Vertilas GmbH until the agreed delivery date at the supplier's expense and risk. In the event of a premature delivery, Vertilas GmbH reserves the right to only submit payment on the agreed due date.
4.5. In case of declining business development, Vertilas GmbH shall be entitled up to 4 weeks before the delivery date to adjust the quantity ordered for this delivery date according to the actual requirements of Vertilas GmbH, and to call off the total quantity ordered in partial quantities. In doing so, the interests of the supplier shall be taken into account appropriately. If Vertilas GmbH exercises this right, the supplier shall not be entitled to any further rights based on this quantity adjustment.

5. Delivery, transfer of risk, default of acceptance
5.1. Deliveries take place DDP, Incoterms 2010.
5.2. The supplier must ensure adequate and transport-safe packaging (Section 411 of the German Commercial Code ("HGB"). Transport damage that is not recognised by insurers due to inadequate packaging shall be borne by the supplier.
5.3. The risk of accidental loss and accidental deterioration of the service transfers to Vertilas GmbH with the handover at the place of fulfilment. If acceptance has been agreed, this is decisive for the transfer of risk.
5.4. The statutory provisions apply in the event of a default of acceptance by Vertilas GmbH.
5.5. Vertilas GmbH only takes over the ordered quantities. Excess deliveries or delivery shortfalls are only permitted by previous arrangement with Vertilas GmbH. In the event of an excess delivery or delivery shortfall that has not been arranged, Vertilas GmbH reserves the right to return the delivery at the supplier’s expense. In any event, excess deliveries are only accepted with compliant packaging.

6. Claims for defects, recourse against the supplier
6.1. The statutory provisions apply for Vertilas GmbH's rights in case of material defects and defects of title in relation to the service and in the event of other breaches of duty by the supplier, unless otherwise specified below.
6.2. According to the statutory provisions, the supplier is particularly liable for ensuring that the product and the service has the agreed quality when risk is transferred to Vertilas GmbH. In any event, the product descriptions, which are an object of the relevant contract or have been integrated into the contract in the same manner as these Terms and Conditions of Purchase - particularly via designation or reference in the Vertilas GmbH order - are considered an agreement of the quality. It makes no difference whether the product description originates from Vertilas GmbH or the supplier.
6.3. The statutory provisions (Sections 377 and 381 HGB) apply for the commercial obligation to inspect and give notice of defects, with the following proviso: Vertilas GmbH's inspection obligation is limited to defects that are clearly discemible by Vertilas GmbH as part of an external examination during the incoming goods inspection, including the delivery documents (e.g. transport damage, incorrect delivery and delivery shortfall). No inspection obligation exists if the supplier owes a contract performance, or if acceptance is agreed in other cases.
6.4. The obligation to give notice of defects for subsequently identified defects remains unaffected. In all cases, Vertilas GmbH's notice of defects is considered to have been submitted immediately and on time, if it is received by the supplier within 5 (five) working days of detection of the defect by Vertilas GmbH.
6.5. Supplier expenses for the purposes of inspection and subsequent improvement (including any removal and installation costs) shall be borne by the supplier even if it turns out that no defect actually existed. Vertilas GmbH's liability for compensation in case of unjustified demands to remove defects remains unaffected; however, Vertilas GmbH is only liable in this respect if Vertilas GmbH recognises or is grossly negligent in not recognising that no defect existed.
6.6. If the supplier does not comply with its supplementary performance obligation - by eliminating the defect (subsequent improvement) or by delivering a flaw1ess item (replacement delivery) as requested Vertilas GmbH - within an adequate period defined by Vertilas GmbH, Vertilas GmbH may eliminate the defect itself and demand the reimbursement of the associated expenses or the provision of a corresponding advance from the supplier. A deadline does not need to be set if the supplementary performance by the supplier fails or is unreasonable for Vertilas GmbH (e.g. due to particular urgency, risk to operational safety or the threat of disproportionate losses); Vertilas GmbH must immediately inform the supplier of these kinds of circumstances, in advance where possible.
6.7. If the supplier meets its supplementary performance obligation via a replacement delivery, the period of limitation for the service delivered as a replacement restarts after it is delivered, unless, in the event of supplementary performance, the supplier issued an express and appropriate reservation that the replacement delivery is only taking place as goodwill, to avoid disputes or in the interests of the continuation of the supply relationship.
6.8. In all other respects, Vertilas GmbH is entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions in the event of material defects or defects of title. In addition, Vertilas GmbH is entitled to compensation and the reimbursement of expenses in accordance with the statutory provisions.
6.9. Vertilas GmbH is entitled to its legally defined recourse claims within a supply chain (recourse against the supplier pursuant to Sections 478 and 479 BGB) without restriction in addition to the claims for defects. In particular, Vertilas GmbH is entitled to demand exactly the same nature of the supplementary performance (subsequent improvement or replacement delivery) from the supplier, which Vertilas GmbH owes to its customer in each specific case. This does not restrict Vertilas GmbH's statutory right of choice (Section 439 (1) BGB).
6.10. Before Vertilas GmbH recognises or satisfies a claim for defects asserted by its customer (including reimbursement for expenses pursuant to Sections 478 (3), 439 (2) BGB), Vertilas GmbH shall notify the supplier and request a written opinion after providing a brief description of the matter. If an opinion is not provided within an adequate period and no amicable solution is reached, the claim for defects granted to Vertilas GmbH is considered to be owed to its customers; in this case, the supplier is responsible for providing proof to the contrary.
6.11. Vertilas GmbH's claims under clause 6.9 also apply if the service was processed or machined, e.g. by installation by Vertilas GmbH or a customer of Vertilas GmbH prior to its sale to a consumer.

7. Limitation period
7.1. Unless otherwise regulated in the following provisions in this clause, the claims lapse in accordance with the statutory provisions.
7.2. In derogation of Section 438 (1) No. 3 BGB, the general limitation period for claims for defects amounts to 3 years from the transfer of risk. The three-year limitation period applies accordingly for claims from defects of title, in which case the statutory limitation period for in rem claims to return of third parties (Section 438 (1) No. 1 BGB) remains unaffected; claims from defects of title also do not lapse as long as the third party is entitled to assert the right - especially if no limitation period exists - against Vertilas GmbH.
7.3. The limitation periods under the Sale of Goods Act, including the aforementioned extension, apply - within the statutory limits - for all contractual claims for defects. If Vertilas GmbH is entitled to non-contractual claims due to a defect, the regular statutory limitation period (Sections 195 and 199 BGB) applies in this respect, unless the application of the limitation periods under the Sale of Goods Act leads to a longer limitation period in each specific case.

8. Reservation of title
The unconditional transfer of ownership of the product owed by the supplier to Vertilas GmbH must take place without regard to the payment of the remuneration owed by Vertilas GmbH. However, if Vertilas GmbH accepts a supplier offer conditional on the payment of the payable remuneration in a specific individual case, the supplier's reservation of title expires no later than upon payment of the remuneration owed for the relevant product. Any extended or enhanced reservation of title by the supplier is excluded.

9. (Product) liability, indemnification and insurance cover
9.1. The statutory liability provisions apply.
9.2. If the supplier is responsible for product damage he is obliged to indemnify Vertilas GmbH from third-party claims for damages upon first request to the extent that the cause is within its area of responsibility or organisational area, the error can be assigned to the supplier or the supplier itself is subject to unlimited liability in the external relationship.
9.3. Within the scope of the liability for claims, the supplier is also obliged to reimburse all expenses, especially pursuant to Sections 693 and 670 BGB as well as pursuant to Sections 930, 940 and 426 BGB that arise in connection with a recall performed by Vertilas GmbH. Vertilas GmbH shall inform the supplier, to the extent possible and reasonable, of the content and scope of the recall to be performed and give the supplier the opportunity to comment. Other statutory claims to which Vertilas GmbH is entitled remain unaffected.
9.4. The supplier shall maintain product liability insurance with a sum insured of EUR 5.0 (five) million for each case of personal injury/property damage; any additional claims for damages to which Vertilas GmbH is entitled remain unaffected.

10. Free-issue equipment
Materials, parts, containers and special packaging provided by Vertilas GmbH ("free-issue equipment") remain the property of Vertilas GmbH. This freeissue equipment may only be used for Vertilas GmbH parts and orders. The processing, mixing or joining of free-issue equipment by the supplier takes place on behalf of Vertilas GmbH. It is agreed that Vertilas GmbH shall become joint owner of the products manufactured using the free-issue equipment in relation to the value of the free-issue equipment to the value of the overall products, which are stored until the time of transfer from the supplier to Vertilas GmbH.

11. Dangerous goods
11.1. The supplier is solely responsible for complying with and applying any applicable provisions on dangerous goods. especially, but not limited to, the Law on the Carriage of Dangerous Goods (GGBefG), the Ordinance on the Carriage of Dangerous Goods by Road, Rail and Inland Waterways (GGVSEB) and the European Agreement concerning the International Carriage of Dangerous Goods by Road (ADR) as well as the IATA air freight regulations. The supplier shall promptly notify Vertilas GmbH of any dangers in writing.
11.2. If hazardous substances within the meaning of the Ordinance on Hazardous Substances or products, for which the release of such substances cannot be excluded if they are used, are delivered, the supplier must automatically provide the data necessary to prepare the safety data sheet to Vertilas GmbH or the Service provider appointed by Vertilas GmbH.

12. Force majeure
12.1. In cases of force majeure, the contract partners are released from their respective performance obligation for the duration and within the scope of the disruption. Force majeure includes strikes, lock-outs, natural events, epidemics, pandemics or similar unforeseeable events. The contract partners are obliged to make all reasonable efforts to immediately inform one another and to adapt their contractual obligations to the changed conditions in good faith.
12.2. Vertilas GmbH is entirely or partly released from the obligation to accept and pay for the ordered service and entitled to withdraw from the contract to the extent that the service is delayed for more than two weeks due to force majeure and Vertilas GmbH is no longer interested in the service due to the delay.

13. Compliance
13.1. The Supplier shall be obliged to comply with the recognized rules of technology (in particular DIN standards, VDE regulations, VDI guidelines, DVGW regulations) and the statutory provisions on product safety (in particular the Product Safety Act) as well as all applicable statutory and official regulations.
13.2. The supplier maintains and complies with a certified quality system as defined by the ISO 9001 series of standards or a system of an equivalent standard approved by Vertilas GmbH, which is suitable for the orders or deliveries to be executed.

14. Confidentiality
14.1. In the event that an individual agreement does not exist, the supplier is obliged to treat all commercial and technical data, documents, samples, models and other documents as well as all information to which it receives access as strictly confidential, without exception, and only make such information available to persons in its own company that need to be consulted for the purpose of delivery to Vertilas GmbH and who are also committed to confidentially. This information may only be disclosed to third parties with Vertilas GmbH's express written consent. All information and documents (including copies) and samples transmitted by Vertilas GmbH must be returned to Vertilas GmbH in full upon first demand.
14.2. The confidentiality obligation also applies following the execution of this contract. It only expires if and to the extent that manufacturing, product, system or production knowledge contained in the transferred confidential information is or becomes public knowledge without a breach of this confidentiality obligation.
14.3. The disclosure of confidential information and any transmission of documents, samples or models does not establish any entitlements to industrial property rights, know-how or copyrights for the supplier and does not represent a prior publication or right of prior use within the meaning of the German Patents Act and Utility Model Act. The supplier may only use confidential information for the purpose approved by Vertilas GmbH and only within the scope of the agreed cooperation. The supplier shall never have an entitlement to some rights in this respect. If third parties come into contact with Vertilas GmbH's confidential information via the supplier, the supplier must first reach a similar written confidentiality agreement with these third parties and provide evidence of this to Vertilas GmbH upon request.

15. Place of fulfilment
Vertilas GmbH's registered office in Garching, Germany, is the place of fulfilment, unless otherwise indicated in the order.

16. Miscellaneous
16.1. The law of the Federal Republic of Germany applies for these Terms and Conditions of Purchase and all legal relationships between Vertilas GmbH and the supplier, to the exclusion of international uniform law, especially the UN Convention on Contracts for the International Sale of Goods. The requirements and impacts of the reservation of title are subject to the law at the place at which the products are located, if the agreed choice of law in favour of German law is prohibited or invalid in accordance with the provisions of the national law.
16.2. If the supplier is a merchant within the meaning of Sections 1 et seqq. HGB, a legal person under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes from or in connection with the contractual relationship is Garching, Germany. Vertilas GmbH is not precluded from instituting proceedings against the supplier at any other permissible place of jurisdiction.
16.3. This English language version of the General Terms and Conditions of Purchase Vertilas GmbH is a translation of the original German language version of the General Terms and Conditions of Purchase Vertilas GmbH (“Allgemeine Einkaufsbedingungen Vertilas GmbH“). If there are any contradictions or inconsistencies between the original German language version and this translation, the German language version shall prevail.

17. Status
October 2020