General Terms and Conditions of Purchase (B2B)

is Hans Hall GmbH, Krügerstrasse 11, 88250 Weingarten, hereinafter referred to as “HANS HALL”.

§ 1 scope, form

(1) These General Terms and Conditions of Purchase (GTC) apply to all business partners, service providers and sellers (“suppliers”) who have a business relationship with HANS HALL. The GTC apply only if the supplier is a merchant, an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law.

(2) These General Terms and Conditions of Sale (GTC) apply to all services and offers of the supplier, in particular contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether the supplier manufactures the Goods himself or purchases them from subcontractors. Unless otherwise agreed, these GTC, in the version provided to the supplier with the order from HANS HALL, shall also apply as a framework agreement to similar future contracts, without HANS HALL having to refer to them again in each individual case.

(3) These General Terms and Conditions of Purchase (GTC) apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the supplier shall only become part of the contract if and to the extent that HANS HALL has expressly agreed to their validity in writing. Statutory form requirements and further evidence, particularly in cases of doubt regarding the declarant's authorization, remain unaffected. This requirement of written consent applies in all cases, for example, even if the supplier refers to its GTC in the order confirmation and HANS HALL does not expressly object.

(4) Individual agreements (e.g., framework supply contracts, quality assurance agreements, specifications in orders from HANS HALL) take precedence over these General Terms and Conditions of Purchase. Furthermore, these General Terms and Conditions of Purchase take precedence over statutory regulations, insofar as the latter are non-mandatory.

(5) Legally relevant declarations and notices from the supplier relating to the contract (e.g., setting deadlines, reminders, withdrawal) must be made in writing. For the purposes of these General Terms and Conditions, "in writing" includes written and electronic form (e.g., letter, email, fax) and also encompasses electronic signatures.

§ 2 Conclusion of contract

(1) Orders placed with HANS HALL are only binding upon written submission or confirmation. The contracting parties must notify each other of any obvious errors (e.g., spelling or calculation errors) and omissions in the order, including the order documents, before acceptance; otherwise, the contract is deemed not to have been concluded, and in the case of obvious errors, it is contestable.

(2) The supplier is obliged to confirm orders from HANS HALL immediately, at the latest within a period of five (5) working days, at least in text form or to execute them unconditionally by dispatching the goods (acceptance).

(3) A late acceptance or an acceptance with differing content shall be deemed a new offer and requires acceptance by HANS HALL. It may be rejected without giving reasons.

§ 3 Delivery time and delay in delivery

(1) The delivery date specified in the order is binding for the arrival of the products and services at HANS HALL, unless a different date is agreed upon in writing between the parties. If no delivery date is specified in the order, a reasonable period of 14 (fourteen) calendar days from the conclusion of the contract shall be deemed agreed. The supplier is obligated to inform HANS HALL immediately in writing if it anticipates being unable to meet agreed delivery dates. HANS HALL is entitled, in consultation with the supplier, to postpone the delivery date by a reasonable period.

(2) The supplier is in default without further notice if it fails to perform its obligations by the agreed date. The decisive factor for compliance with the delivery date is the receipt of the goods by HANS HALL as owed. Acceptance of a late delivery or performance does not constitute a waiver of claims for damages. HANS HALL is entitled to cancel an order in whole or in part. If the cancellation occurs after the order has been placed, without the supplier having committed a breach of contract, the supplier is entitled to compensation for demonstrably incurred, unavoidable expenses for production already commenced or for materials procured that cannot be used otherwise, up to a maximum of five percent (5%) of the net order value of the cancelled delivery. Further claims for damages by the supplier are excluded, unless the supplier proves a higher loss that arose directly from the cancellation and could not have been avoided by reasonable measures. If the supplier fails to perform its obligations or fails to do so within the agreed delivery period, HANS HALL's rights – in particular the rights to withdraw from the contract and claim damages – are governed by the statutory provisions. The provisions in Section 3, Paragraph 3 remain unaffected.

(3) If the supplier is in default, HANS HALL may – in addition to any further statutory claims – demand liquidated damages for its losses due to the delay in the amount of one percent (1%) of the net price agreed in the order for the goods delivered late for each commenced calendar week, but not exceeding a total of five percent (5%) of the net price of the goods delivered late. HANS HALL reserves the right to prove that a higher loss has been incurred. The supplier reserves the right to prove that no loss or only a significantly lower loss has been incurred. Any liquidated damages already paid for this breach of duty shall be credited against any additional loss.

(4) If, before the due date, there are doubts about the supplier's ability or willingness to perform, for which the supplier is responsible, in particular because the supplier announces before the due date that it will not be able or willing to perform on time, HANS HALL may set a deadline for the supplier to declare and prove its ability or willingness to perform, with the threat that, if the deadline expires without result, it will refuse acceptance of the performance and withdraw from the contract.

§ 4 Performance, delivery, transfer of risk, default of acceptance

(1) The supplier is not entitled to have the services owed by him performed by third parties (e.g., subcontractors) without the prior written consent of HANS HALL. The supplier bears the procurement risk for his services unless otherwise agreed in a specific case (e.g., limitation to stock).

(2) Delivery within Germany is DDP (Incoterms 2020) "carriage paid" to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to the registered office of HANS HALL in Krügerstrasse 11, 88250 Weingarten to be carried out. The respective destination is also the place of performance for delivery and any subsequent performance (delivery obligation).

(3) A delivery note must accompany the shipment, stating the date (issued and dispatched), the contents of the shipment (article number and quantity), and HANS HALL's order reference (date and number). If the delivery note is missing or incomplete, HANS HALL shall not be responsible for any resulting delays in processing and payment. A separate shipping notification with the same information must be sent to HANS HALL. The supplier is obligated to retain quality records and test documentation for at least ten (10) years and to present them to HANS HALL upon request.

(4) The supplier must package the goods securely and appropriately for transport. Individual items up to 30 kg must be delivered by parcel service. Items over 30 kg must be delivered on standard pallets that can be transported with a pallet jack. The supplier shall bear any additional costs resulting from improper packaging. Any items supplied by the supplier must be returned to HANS HALL, where possible, in the same packaging in which they were originally provided.

(5) Partial deliveries / services are only permitted with the prior written consent of HANS HALL.

(6) The seller warrants that the delivered goods conform to all agreed specifications, samples, drawings, descriptions, and recognized engineering standards and are free from material and legal defects. The products must comply with all applicable legal regulations, in particular those relating to the protection of universal human rights, equal treatment, product safety, environmental protection, occupational safety, and chemical legislation (e.g., REACH, RoHS), as well as all applicable standards (DIN, EN, ISO).

(7) The risk of accidental loss or accidental damage to the goods passes to HANS HALL upon delivery. If acceptance is agreed upon, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law of contracts for work and services apply accordingly in the event of acceptance.

(8) The statutory provisions apply to the occurrence of default of acceptance on the part of HANS HALL. The supplier must expressly offer its performance even if a specific or determinable calendar time has been agreed for an action or cooperation by HANS HALL (e.g., provision of materials). If HANS HALL is in default of acceptance, the supplier may demand compensation for its additional expenses in accordance with the statutory provisions. If the contract concerns a non-fungible item to be manufactured by the supplier (custom-made item), the supplier is entitled to further rights only if HANS HALL has undertaken to cooperate and is responsible for the failure to cooperate.

(9) If, as a result of delays, performance or acceptance of delivery is unreasonable for one party due to force majeure, that party may withdraw from the contract by giving immediate written notice to the other party. Force majeure means circumstances beyond the control of the respective party, such as strikes, epidemics, natural disasters, failures in the energy supply or technical infrastructure, as well as civil unrest, terrorist attacks or acts of war.

§ 5 prices and terms of payment

(1) Unless expressly agreed otherwise, the agreed prices are fixed prices and are ex works (DDP, Incoterms 2020) or ex the receiving point specified in the respective order in accordance with Section 4 Paragraph 2. The prices include packaging and all incidental costs. A price increase after conclusion of the contract is only effective with the written consent of HANS HALL.

(2) The invoice must be sent to HANS HALL digitally after shipment/completion of the service, stating all order details and with VAT shown separately. Partial invoices are only possible if partial deliveries and/or partial services have been agreed upon.

(3) The agreed price is due for payment within 60 (sixty) calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If HANS HALL pays within 14 (fourteen) calendar days, the supplier grants HANS HALL a three percent (3%) discount on the net invoice amount. In the case of bank transfer, payment is considered timely if the transfer order is received by the bank before the payment deadline; HANS HALL is not responsible for delays caused by the banks involved in the payment process.

(4) HANS HALL does not owe any default interest. The statutory provisions apply to late payments.

(5) HANS HALL is entitled to set-off and retention rights, as well as the defense of non-performance of contract, to the extent permitted by law. In particular, HANS HALL is entitled to withhold payments due as long as HANS HALL still has claims against the supplier arising from incomplete or defective performance.

(6) The supplier shall only have a right of set-off or retention in respect of counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and retention of title

(1) HANS HALL reserves all proprietary rights, trademark rights, and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and must be returned to HANS HALL upon completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The obligation of confidentiality only expires when and to the extent that the knowledge contained in the provided documents has become generally known. Special confidentiality agreements and statutory provisions on the protection of trade secrets remain unaffected..

(2) The supplier undertakes to pay HANS HALL liquidated damages for each breach of duty caused by the supplier. The amount of each payment will be determined by HANS HALL and must be reasonable. However, it may not exceed €100.000,00 (one hundred thousand euros) per breach of duty. The amount of damages will depend on the significance of the breached duty, the resulting (including non-material) loss, and the degree of fault. Any amount already paid for a breach of duty will be credited against any damages exceeding this amount. If the supplier does not accept the amount of liquidated damages, the supplier is free to prove that no loss or a significantly lower loss was incurred. The supplier may also request an expert opinion from the Chamber of Industry and Commerce (IHK) of Lake Constance-Upper Swabia in Weingarten to determine the amount of damages.

(3) The foregoing provision applies accordingly to substances and materials (e.g., finished and semi-finished products) as well as to tools, templates, samples, and other items that HANS HALL provides to the supplier for production purposes. Such items remain the property of HANS HALL, must be marked as such by the supplier, stored properly, and used exclusively for orders from HANS HALL. The supplier must insure these items against the usual risks at its own expense. All items provided must be returned to HANS HALL immediately upon request.

(4) Any processing, mixing, or combining (further processing) of supplied goods by the supplier is carried out on behalf of HANS HALL. The same applies to further processing of the supplied goods by HANS HALL, so that HANS HALL acquires ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(5) The transfer of ownership of the goods to HANS HALL must be unconditional and irrespective of payment of the purchase price. However, if HANS HALL accepts an offer of transfer of ownership from the supplier in a specific case, conditional upon payment of the purchase price, the supplier's retention of title expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, HANS HALL remains authorized to resell the goods even before payment of the purchase price, subject to the prior assignment of the resulting claim. All other forms of retention of title are therefore excluded, such as extended, transferred, and processing-related retention of title.

§ 7 Defective delivery

(1) The statutory provisions and, exclusively for the benefit of HANS HALL, the following additions and clarifications shall apply to the rights of HANS HALL in the event of material defects and defects of title in the goods (including incorrect and short deliveries as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the supplier.

(2) In accordance with statutory provisions, the supplier is liable, in particular, for ensuring that the goods conform to the agreed specifications at the time of transfer of risk to HANS HALL. Product descriptions that are part of the respective contract – in particular through designation or reference in HANS HALL's order – or that have been incorporated into the contract in the same manner as these General Terms and Conditions of Purchase, shall in any case be deemed to constitute an agreement regarding the specifications. It makes no difference whether the product description originates from HANS HALL or from the supplier.

(3) The supplier shall carry out outgoing goods inspections and provide HANS HALL with the respective inspection reports as part of the delivery. HANS HALL is entitled to have an appropriate external inspection of the goods carried out once a year at the supplier's expense by an independent and suitable testing laboratory.

(4) The supplier shall ensure complete traceability of the delivered goods (e.g., by batch or serial numbers), where possible. The supplier undertakes to inform HANS HALL immediately in writing as soon as there are indications of quality deviations, safety risks, or recall measures. In such cases, the supplier shall bear all costs associated with the recall or rectification of defects, unless the supplier is not responsible for the circumstances.

(5) HANS HALL is not obligated to inspect the goods or make special inquiries about any defects at the time of conclusion of the contract. Notwithstanding Section 442 Paragraph 1 Sentence 2 of the German Civil Code (BGB), HANS HALL's warranty claims are therefore fully valid even if the defect remained unknown to HANS HALL at the time of conclusion of the contract due to gross negligence.

(6) The statutory provisions (§§ 377, 381 of the German Commercial Code (HGB)) apply to the commercial obligation to inspect and give notice of defects, subject to the following provision: HANS HALL's obligation to inspect is limited to defects that are apparent upon receipt of the goods by external examination, including the delivery documents (e.g., transport damage, incorrect or short deliveries) ("limited goods receipt inspection"). HANS HALL has no further obligation to inspect. If acceptance has been agreed upon, there is no obligation to inspect. HANS HALL's obligation to give notice of defects discovered later remains unaffected. The supplier waives the right to object to late notification of defects in this respect; § 377 of the German Commercial Code (HGB) is expressly excluded.

(7) Remedial action also includes the removal of the defective goods and their reinstallation, provided that the goods, in accordance with their nature and intended use, were installed in or attached to another item before the defect was disclosed; HANS HALL's statutory right to reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The supplier shall bear the expenses necessary for inspection and remedial action, in particular transport, travel, labor, and material costs, as well as any removal and installation costs. Should it transpire that no defect actually existed, the contracting parties shall enter into negotiations in good faith regarding the allocation of costs according to the party responsible. Liability for damages in the event of an unjustified request for rectification of defects remains unaffected; however, in this respect, HANS HALL shall only be liable if HANS HALL knew, or through gross negligence failed to recognize, that no defect existed.

(8) Without prejudice to statutory rights and the provisions of paragraph 5, the following applies: If the supplier fails to fulfill its obligation to remedy the defect – at HANS HALL's option, either by repairing the defect or by delivering a replacement – ​​within a reasonable period set by HANS HALL, HANS HALL may remedy the defect itself and demand reimbursement from the supplier for the necessary expenses or an appropriate advance payment. If the supplier's attempt to remedy the defect has failed or is unreasonable for HANS HALL (e.g., due to particular urgency, a risk to operational safety, or the threat of disproportionate damage), no deadline need be set; HANS HALL will inform the supplier of such circumstances immediately, if possible beforehand.

(9) Furthermore, in the event of a material or legal defect, HANS HALL is entitled to a reduction of the purchase price or to rescind the contract in accordance with statutory provisions. HANS HALL is also entitled to compensation for damages and expenses in accordance with statutory provisions.

§ 8 Supplier recourse

(1) HANS HALL is entitled to all statutory rights of reimbursement and recourse within a supply chain, in addition to its warranty claims. In particular, HANS HALL is entitled to demand from its supplier precisely the type of remedy (repair or replacement) that HANS HALL owes its customer in each individual case. This does not restrict HANS HALL's statutory right to choose the form of remedy.

(2) Before Hans HALL acknowledges or fulfills a warranty claim, including reimbursement of expenses, asserted by its customer, Hans HALL will notify the supplier and request a written statement, briefly outlining the facts of the case. If a substantiated statement is not received within a reasonable period and no amicable solution is reached, the warranty claim actually granted by Hans HALL will be deemed owed to the customer. In this case, the burden of proof lies with the supplier.

(3) HANS HALL's claims for supplier recourse shall also apply if the defective goods have been combined with another product or otherwise processed by HANS HALL, its customers or a third party, e.g. by incorporation, attachment or installation.

§ 9 Rights of Third Parties

(1) The supplier guarantees that the goods are free from defects of title, in particular from third-party rights, such as intellectual property rights including copyrights.

(2) The supplier shall indemnify HANS HALL against any claims by third parties based on existing third-party intellectual property rights upon first demand and shall reimburse all costs usually incurred in defending against such claims, including the costs of legal representation, unless the conflicting intellectual property rights were unknown to the supplier and the supplier could not have been expected to know of them even by exercising the due diligence of a prudent businessperson.

§ 10 Other obligations of the supplier

(1) The supplier shall notify HANS HALL of any changes to the process or product, including changes to the composition of the materials used, as early as possible, but at least six (6) months before the planned change, and shall obtain prior written consent. Such consent may not be unreasonably withheld.

(2) HANS HALL has many years of experience with certain purchased parts and their durability in HANS HALL products. If the supplier intends to use subcontractors or upstream suppliers, it must notify HANS HALL immediately in writing and obtain HANS HALL's written consent. This also applies to changes of subcontractors or upstream suppliers. HANS HALL will refuse consent within 14 (fourteen) working days; otherwise, it will be deemed granted. HANS HALL may also specify product or manufacturer requirements that the supplier must adhere to. If the supplier is unable to comply, it must inform HANS HALL immediately. Regardless of the involvement of upstream suppliers, the supplier bears full responsibility for the performance of the subcontractors or upstream suppliers, as well as for vicarious agents, and for their appropriate qualification and regular auditing.

(3) HANS HALL is entitled, after giving reasonable notice, to inspect the production facilities necessary for the manufacture of the products at the supplier's premises and, where possible, also at those of its subcontractors or upstream suppliers, at least once a year during normal business hours, and to audit the product manufacturing and processes. The supplier is prepared to provide appropriate support in this regard. In the event of acute quality defects, HANS HALL has the right, in justified cases, to request unannounced access to a reasonable extent.

(4) The supplier undertakes to implement appropriate measures to identify risks within the supply chain and to determine any appropriate countermeasures. In particular, the supplier shall ensure that the raw materials and materials used in the supply chain do not originate from illegal or unethical sources and that working conditions throughout the supply chain comply with internationally recognized standards.

(5) Furthermore, the supplier undertakes to comply at all times with all applicable laws, regulations and standards.

§ 11 Producer Liability

(1) If the supplier is responsible for product damage, he shall indemnify HANS HALL against claims by third parties insofar as the cause lies within his sphere of control and organization and he is liable to third parties.

(2) As part of its indemnification obligation, the supplier shall reimburse expenses arising from or in connection with any claims by third parties, including recall actions carried out by HANS HALL. HANS HALL will inform the supplier of the content and scope of any recall measures – to the extent possible and reasonable – and give the supplier an opportunity to comment. Further statutory rights remain unaffected.

(3) The supplier shall take out and maintain product liability insurance with a lump sum coverage of at least three million (3.000.000) EUR per personal injury/property damage and shall provide HANS HALL with proof thereof upon request.

§ 12 Limitation

(1) The mutual claims of the contractual parties expire in accordance with the statutory provisions, unless otherwise specified below.

(2) The limitation period for claims based on defects is three (3) years from the transfer of risk. If acceptance is agreed upon, the limitation period begins with acceptance. The three-year limitation period also applies accordingly to claims based on defects of title, whereby the statutory limitation period for third-party claims for the return of property (§ 438 para. 1 no. 1 of the German Civil Code) remains unaffected; claims based on defects of title shall in no case become time-barred as long as the third party can still assert the right against HANS HALL – in particular due to the absence of a limitation period.

(3) Insofar as HANS HALL is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the statutory limitation periods leads to a longer limitation period in the individual case.

§ 13 Choice of law and place of jurisdiction

(1) These General Terms and Conditions and the contractual relationship between HANS HALL and the supplier shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods and conflict of laws rules.

(2) The place of jurisdiction for all disputes arising from the contractual relationship is Ravensburg. However, HANS HALL is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Purchase or a prior individual agreement, or at the supplier's general place of jurisdiction. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.