Terms and conditions of purchase

I. Scope of application

1. Junkerwerk's terms and conditions of purchase^® shall apply exclusively; we do not recognise any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing in individual cases. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
2. These Terms and Conditions of Purchase shall form an integral part of all future orders placed by Junkerwerk^®. They shall also apply to follow-up orders without Junkerwerk^® refers again to these conditions.
3. Junkerwerk's terms and conditions of purchase^® only apply to entrepreneurs.

II. offers - contract documents

1. Offers from the supplier must be submitted in writing. Cost estimates are not subject to remuneration.
2. The customer shall not be entitled to any rights to illustrations, drawings, calculations, models, devices, samples and other documents provided by Junkerwerk^® the supplier for the preparation of the offer or for the execution of the contract, Junkerwerk reserves the right to^® reserves the right of ownership and copyright. The supplier shall insure all of the aforementioned documents against fire or other destruction at its own expense.
3. The documents or objects referred to in Section 2.2 may not be made available to third parties unless Junkerwerk^® would have agreed in writing in advance to the disclosure. The documents and objects are to be used exclusively for the processing of the order or the fulfilment of the contract and are to be returned to Junkerwerk without being requested to do so.^® to be returned. The documents and objects must be kept secret from third parties. Duplications of any kind require the written consent of Junkerwerk^®.

III Orders

1. The supplier shall be authorised to accept the order from Junkerwerk^® a period of 10 days. This period begins with the dispatch of the order from Junkerwerk^®.
2. If order acceptances or letters of confirmation from the supplier deviate from the order, Junkerwerk^® to expressly point this out. In this case, a contract is only concluded with the written consent of Junkerwerk^® materialised.
3. Orders are possible for Junkerwerk^® are only binding if they contain two legally valid signatures. In the case of deliveries that are not made on the basis of proper written orders, Junkerwerk^® refuse acceptance and payment. If there are or should be any uncertainties regarding an order, these must be clarified in writing by the supplier with Junkerwerk.^® be clarified.
4. The commissioning of a subcontractor requires the prior written consent of Junkerwerk^®.

IV. Prices - Terms of payment

1. The price stated in the order is binding. In the absence of written agreements to the contrary, the price includes delivery "free domicile", including packaging.
2. Unless otherwise stated, the prices are net prices plus statutory VAT.
3. Changes due to subsequent cost increases are excluded, regardless of the reason, unless expressly agreed otherwise.
4. Insofar as the prices in the order from Junkerwerk^® are not listed, the supplier must specify these in its order confirmation. In this case, the contract shall only come into force upon further written confirmation by Junkerwerk^® materialised.

V. Delivery time

1. The delivery dates or delivery times stated in the order are binding and are calculated from the date of receipt of the supplier's written order confirmation by Junkerwerk.^® calculated.
2. The supplier is obliged to inform Junkerwerk^® immediately in writing if circumstances arise or become recognisable to him which indicate that the agreed delivery time cannot be met. If he fails to fulfil this duty of notification, he shall also be liable for such delays in delivery for which he is not responsible. Acknowledgement of the new delivery date is neither given by the notification nor by silence on this notification.
3. In the event of a delay in delivery, Junkerwerk^® shall be entitled to demand 0.5 % of the pro rata contractual amount for the outstanding delivery portion per working day of delay as liquidated damages for delay, but not more than 5 % in total. Further statutory claims shall remain unaffected by this provision, in particular Junkerwerk^® shall be entitled to demand compensation instead of performance and to withdraw from the contract after the fruitless expiry of a reasonable period. The supplier has the right to prove that no damage or less damage has been incurred as a result of the delay.
4. Is Junkerwerk^® the acceptance of the delivery due to force majeure or circumstances which Junkerwerk^® cannot be averted despite reasonable care (e.g. labour disputes, operational disruptions, unforeseen and unavoidable production changes and other circumstances that result in a reduction in demand), Junkerwerk^® demand delivery at a later date without the supplier being entitled to any claims against Junkerwerk^® are entitled to.
5. A default of acceptance presupposes that the supplier Junkerwerk^® formally requests acceptance of the delivery item, setting a deadline of at least two weeks. Default of acceptance is only possible if Junkerwerk^® could not have refused acceptance of the delivery item.
6. If deliveries are made before the prescribed date, Junkerwerk reserves the right to^® to return the goods at the supplier's risk, or to return the Junkerwerk^® The supplier shall be invoiced for any resulting costs (e.g. demurrage) and the invoice shall be revalued accordingly.

VI Transfer of risk

1. All consignments must be delivered to the Junker plant carriage paid and free of charge at the supplier's risk.^® to be made. The freight is to be paid by the sender at the station of departure. Expenses for transport insurance shall be borne by Junkerwerk^® shall not be assumed. If express or expedited shipments become necessary through the fault of the supplier, the additional costs incurred shall also be borne by the supplier. The goods shall be packed appropriately in compliance with the respective railway and forwarding conditions.
2. A delivery note must be enclosed with each consignment. The delivery note must contain detailed information on the contents, quantity and the Junkerwerk^®-order number. Partial deliveries are only permitted with the express written authorisation of Junkerwerk.^® admissible.

VII Invoices

1. Invoices are to be sent separately from the delivery.
2. Only the data provided by Junkerwerk^® dimensions, weights and quantities are decisive.
3. Invoices can be sent from Junkerwerk^® The supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.

VIII. Quality - Implementation regulations

1. The properties or characteristics shown in samples or identified in quality assurance agreements must necessarily be present in the purchased item as agreed quality characteristics.
2. Insofar as the supplier of Junkerwerk^® drawings, samples or other instructions, these shall be solely authoritative for the type, quality and design of the goods to be delivered.
3. If Junkerwerk^® If the supplier requests a reference sample, series production may only begin after written approval of the sample. Any reservations that the supplier may have about the specifications of Junkerwerk^® are Junkerwerk^® in writing immediately before the start of series production. In such cases, series production may only commence following further written approval by Junkerwerk.^® be started.
4. The delivered goods must comply with the applicable statutory accident prevention regulations, VDE regulations, relevant police regulations, other statutory regulations and the recognised rules of technology as well as the regulations applicable to Junkerwerk^® applicable product liability and safety regulations.

IX. Liability for material defects

1. Junkerwerk shall have the right to choose between rectification and new delivery.^® to. Junkerwerk shall have the right to withdraw from the contract, to reduce the purchase price and to claim damages in lieu of performance.^® as soon as the reasonable period set for subsequent fulfilment has expired without result.
2. Junker plant^® shall be entitled to demand a reduction in price and compensation in lieu of performance even in the case of insignificant material defects.
3. In the event of subsequent fulfilment, the supplier shall also bear the expenses incurred as a result of the purchased item having been taken to a place other than the recipient's place of residence or commercial establishment after delivery.
4. The claims of Junkerwerk^® arising from liability for material defects shall lapse within three years of delivery of the contractual goods.
5. Junker plant^® the Supplier shall be entitled to the statutory claims against the Supplier within the scope of manufacturer recourse without restriction.
6. Junker plant^® shall be obliged to inspect the delivered goods for any material defects within a reasonable period of time in accordance with § 377 HGB (German Commercial Code); the complaint shall be deemed timely if it is received by the supplier within 10 working days of receipt of the goods or, in the case of hidden defects, of their discovery.

X. Cancellation of the contract - compensation

1. If the supplier does not fulfil the obligations assumed with the order confirmation or does not fulfil them in accordance with the contract, Junkerwerk may^® withdraw from the contract after the unsuccessful expiry of a reasonable period for performance and demand compensation instead of performance.
2. Junkerwerk shall have the right to withdraw from the contract.^® in particular if the supplier breaches its obligations pursuant to sections 2.2 and 2.3.
3. The right to withdraw from the contract exists for Junkerwerk^® even if the supplier applies for the opening of insolvency proceedings.
4. The right to extraordinary cancellation for good cause in the case of continuing obligations remains unaffected.

XI. Prohibition of assignment

1. The Supplier's rights and obligations under the contract shall be excluded without Junkerwerk's written consent.^® not assignable or transferable.

XII. Infringement of industrial property rights

1. The supplier warrants that the goods delivered by it do not infringe any domestic or foreign industrial or other property rights. The supplier shall provide Junkerwerk^® from all claims for damages or other claims asserted against Junkerwerk due to the breach of this obligation.^® would be free in the internal relationship.

XIII Other

1. The place of fulfilment for deliveries shall be the place specified by Junkerwerk^® The place indicated is Solingen in the absence of such an indication.
2. The place of jurisdiction for all disputes arising from this contract is Solingen.
3. The contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
4. Should a provision of the contract be wholly or partially invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall then be replaced by a legally permissible provision with which the meaning and purpose of the contract is achieved in as similar a manner as possible.

Junkerwerk Linder GmbH + Co.KG:
Head office: Martinstraße 31, D-42655 Solingen, Phone: +49 (0) 212 - 2800 0, Fax: +49 (0) 212 - 2800 59
Hungarian branch: Alkotmány u. 13, H-9200 Mosonmagyaróvár, Phone: +36 (06) 96 - 5662 73, Fax: +36 (06) 96 - 5662 70