General Terms and Conditions of Purchase

I. GENERAL PROVISIONS

(1) The following General Terms and Conditions of Purchase ("GTCP") shall apply to all business relationships of German companies of Niedax Group ("Niedax") with business partners and suppliers ("Supplier") with regard to their delivery of movable goods and/or provision of services. They shall also apply to all future business relations, even if they are not expressly agreed again. The following terms and conditions shall also apply if Niedax accepts the delivery or service of the supplier without reservation in the knowledge of conflicting or deviating terms and conditions of the supplier.

(2) Deviating conditions of the supplier which we do not expressly recognise shall not be binding for Niedax, even if they have not been expressly contradicted. A written contract or written confirmation by Niedax is required for the content of individual agreements made in individual cases. 

(3) In these terms and conditions as well as in the purchase contracts of the parties, all agreements made between the supplier and Niedax for the execution of the purchase contracts are set down in writing. Legally relevant declarations and notifications which are to be made by the supplier to Niedax after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) shall require text form in order to be effective.

(4) The contracts shall remain binding in the remaining parts even if individual provisions are legally ineffective. This shall not apply if adherence to the contract would represent an unreasonable hardship for one party.

(5) Business relations or also individual contracts of Niedax for deliveries or services of consumers as suppliers in the sense of item 1.1 are excluded; employment contracts do not fall under supplier contracts according to item 1.1.

II. CONCLUSION OF CONTRACT

(1) An order placed by Niedax shall be deemed binding at the earliest upon written submission or confirmation. Deliveries for which no written orders have been received shall not be recognised. Silence on the part of Niedax in response to offers, requests or other declarations of the supplier shall only be deemed as consent if this has been expressly agreed in writing. The Supplier shall immediately notify Niedax of obvious errors (e.g. spelling and calculation errors) and/or incomplete orders or missing order documents for the purpose of correction or completion; otherwise the contract shall be deemed not to have been concluded.

(2) Insofar as no amendment of the order should be required on the part of the Supplier with regard to quantity, price or delivery date, Niedax shall in principle waive the transmission of a written order confirmation. At the express request of Niedax, however, the supplier shall be obliged to confirm the order in writing within a period of one (1) week or to execute it immediately and without reservation. An amended or delayed acceptance shall be deemed a new offer and shall always require acceptance by Niedax. The same shall apply to an acceptance subject to extensions, restrictions or other changes.

(3) Offers, drafts, samples and specimens of the supplier are free of charge for Niedax. At the request of Niedax, they are to be taken back by the Supplier immediately and at his own expense.

III. DELIVERY TIMES, DELAY

(1) Contractually agreed delivery times in writing shall be binding; this shall also apply to oral agreements, insofar as they are unilaterally confirmed in writing by reference, as well as to delivery times conventionally practised between the parties, insofar as Niedax can rely on their compliance. The supplier shall be obliged to inform Niedax immediately in writing, stating the reasons and the expected delay, if it is foreseeable that agreed delivery times cannot be complied with. Before the agreed delivery time, partial deliveries or deliveries may only be made with the prior written consent of Niedax.

(2) If the supplier does not provide his service or does not provide it within the agreed delivery time or if he is in default, the rights of Niedax, in particular to withdrawal and compensation, shall be determined in accordance with the legal regulations. The provisions in paragraph 3 shall remain unaffected.

(3) If the supplier is in default, Niedax may demand a contractual penalty in the amount of EUR 50.00 per customer arrears and per article in arrears. Niedax shall be entitled to demand the contractual penalty in addition to the fulfilment and as a minimum amount of damages owed by the supplier in accordance with the legal regulations, which shall be set off to this extent; the assertion of further damages shall remain unaffected. If Niedax accepts the delayed performance, Niedax shall assert the contractual penalty at the latest with the final payment.

(4) The delivery claim of Niedax shall only be excluded if the supplier, at the request of Niedax, pays full compensation instead of the delivery. The acceptance of the delayed delivery shall not constitute a waiver of claims for damages or the contractual penalty.

IV. DELIVERY, TRANSFER OF RISK, DEFAULT OF ACCEPTANCE

(1) Unless otherwise agreed in individual cases, deliveries shall be made "free domicile" (DDP place of destination in accordance with INCOTERMS 2020) to the place specified in the order. This is either the Niedax registered office in Asbacher Straße 141, 53545 Linz am Rhein, or the Niedax plant in 53562 Sankt Katharinen, Industriestraße 44 - this is stated in each case in the order. The respective place of destination is also the place of performance (obligation to deliver).

(2) The risk of accidental loss and accidental deterioration of the item shall pass to Niedax upon handover at the place of performance. Insofar as an acceptance has been agreed, the transfer of risk is to be decided thereby.

(3) The occurrence of default of acceptance on the part of Niedax shall be ruled by the legal regulations. However, the supplier must also expressly offer Niedax its performance if a specific or determinable calendar time has been agreed for an action or cooperation of Niedax. In the event that Niedax is in default of acceptance, the Supplier may demand compensation for its additional expenses in accordance with the legal regulations.

V. SUBCONTRACTORS, INFORMATION OBLIGATIONS

(1) The supplier shall inform Niedax in good time by means of written notification of any changes in manufacturing processes, changes in materials or subcontracted parts for products or services, relocations of production sites, furthermore prior to changes in procedures or equipment for the testing of parts or other quality assurance measures. Niedax shall be entitled to verify to the necessary extent whether the changes could have a detrimental effect on the product. Upon request, the supplier shall provide the necessary documents for this purpose and enable audits to the necessary extent.

(2) The use of subcontractors, freelancers, sub-suppliers and other third parties (jointly "subcontractor"), who are not employees of the supplier in connection with the provision of services owed to Niedax, shall be notified to Niedax in writing. In relation to the subcontractors, the Supplier shall contractually ensure that all services are performed completely and properly, that the proper performance of services can be comprehensively controlled by Niedax through corresponding documentation as well as through regular audits and that the obligations arising from the contractual relationship with Niedax also apply in relation to the subcontractor.

(3) Subcontractors shall be deemed to be vicarious agents of the supplier. Failures, delays, malfunctions, poor performance or other errors in the deliveries and services of the subcontractors, irrespective of what these failures are based on, shall not release the supplier from his performance obligation from the contract concluded with Niedax. 

(4) If the supplier or a subcontractor has to perform services on the factory premises of Niedax, the supplier shall ensure that the "Behavioural Requirements for External Companies" of Niedax is signed and fully observed by the respective persons prior to performance.

VI. PRICES, INVOICES, PAYMENTS

(1) The price stated in the order is binding. All prices are exclusive of the statutory value added tax, even if this is not shown separately. This shall also apply to any ancillary services to be provided by the Supplier.

(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the supplier as well as all ancillary costs (e.g. proper packaging, customs, import duties, transport costs including any transport and liability insurance).

(3) Invoices are to be sent to Niedax in one copy stating the invoice number, order number, quantity, price and other allocation features (in particular Niedax article number) in the original. The invoices are to be sent separately from the delivery of goods. In the case of deliveries from areas outside the customs territory of the EU, a copy of the invoice or a pro forma invoice shall be enclosed with the delivery of goods.

(4) Payments shall be made in accordance with the individually agreed terms of payment. In the case of bank transfer, payment shall be deemed to have been made in due time if the transfer order from Niedax is received by the bank of Niedax before expiry of the payment deadline; Niedax shall not be responsible for delays caused by the banks involved in the payment transaction. Payment shall be made subject to invoice verification.

(5) Niedax shall not owe interest on arrears. The interest on arrears amounts to five (5) percentage points per annum above the base interest rate. The legal regulations shall apply to the occurrence of default on the part of Niedax. In any case, however, a written reminder by the Supplier shall be required.

(6) Niedax shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, Niedax shall be entitled to withhold due payments as long as Niedax is still entitled to claims from incomplete or defective performances against the Supplier. 

(7) The Supplier shall only have a right of set-off or retention due to legally established or undisputed counterclaims. 

VII. RESERVATION OF TITLE

The transfer of ownership shall take place unconditionally and without consideration of the payment of the price with the handover of the goods to Niedax. If, however, Niedax accepts in individual cases an offer of the supplier for transfer of ownership conditional on the payment of the purchase price, the supplier's reservation of ownership shall expire at the latest with the payment of the purchase price for the delivered goods. Any extended or expanded retention of title by the supplier is excluded. Exceptions are only possible by individual agreement, for example, if the transaction would otherwise not be concluded on the part of the supplier. An extended retention of title of the supplier cannot be agreed for goods which are intended for resale by Niedax, because all claims to proceeds are assigned to the so-called central regulation system of the wholesale supply companies. The transfer of ownership of purchased machines or plants shall take place in accordance with individual contractual provisions, otherwise upon acceptance.

VIII. EXPORT CONTROL, CUSTOMS

(1) The supplier shall inform Niedax in writing as early as possible prior to the delivery date about any licensing obligations with regard to his goods according to the respectively applicable German, European (EU), US-American export, customs and foreign trade law as well as according to export, customs and foreign trade law of the country of origin of his goods. The following data and information shall be provided:

- the export list number according to Annex AL to the German Foreign Trade and Payments Regulation or comparable list items of relevant export lists;

- the Export Control Classification Number according to the U.S. Commerce Control List (ECCN), if the goods are subject to the U.S. Export Administration Regulations (EAR);

- the commodity code (HS-/KN-Code);

- the country of origin (commercial/non-preferential origin), key for origin indicators: D = third country / E = EU / F = EFTA;

- (long-term) supplier declarations on preferential origin (for EU suppliers) or certificates on preferences (for non-EU suppliers);

- all other information and data required by Niedax for export and import as well as in the event of further distribution upon re-export of the goods.

The supplier shall be obliged to inform Niedax immediately in writing of all changes to the above information and data.

(2) If the supplier violates his obligations pursuant to paragraph 1, he shall bear all expenses and damages as well as other disadvantages (e.g. additional demands for foreign import duties, fines) which Niedax incurs as a result thereof. This shall not apply if the supplier is not responsible for the breach of duty.

IX. COMPLIANCE WITH STANDARDS AND REGULATIONS

(1) The supplier shall be obliged to comply with the recognised rules of technology (in particular DIN standards, VDE regulations, VDI guidelines, DVGW regulations) and the legal regulations on product safety (in particular the Product Safety Act), as well as internationally applicable minimum labour standards, in particular all conventions of the International Labour Organisation ("ILO") with regard to employee rights, working hours and occupational health and safety, and all respectively applicable legal and official provisions.

(2) Niedax fulfils the essential requirements of an environmental management system according to DIN EN ISO 14001. The supplier shall comply with the respective environmental protection standards and laws and shall introduce and maintain an environmental management system as well as continuously reduce any adverse effects on man and the environment which may arise in the course of its activities.

(3) The supplier shall ensure that the obligations listed in paragraphs (1) to (2) are complied with by all companies and persons involved in the production.

(4) REACH: The supplier shall also ensure that the products delivered by him comply with the provisions of Regulation (EC) No. 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals ("REACH Regulation"), insofar as these are applicable to the products; products which contain substances of the so-called candidate list pursuant to Art. 59 paragraphs (1) and (10) of the REACH Regulation shall not be purchased by Niedax. (9) The supplier further undertakes that the products delivered by him comply with all requirements of Regulation (EC) No. 1272/2008 ("CLP-VO"). 

(5) RoHS: Likewise, the supplier shall ensure that the products delivered by him comply with the provisions of Directive (EU) 2011/65 and its amendment by Directive (EU) 2015/863 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) or the national implementation standards, insofar as these are applicable to the products;

(6) If the products delivered by the supplier to Niedax are “construction products” within the meaning of Regulation (EU) No. 305/2011 ("BauPVO"), the supplier shall be obligated to immediately provide Niedax with all information required for the preparation of the declaration of performance or the declarations of performance prepared by the supplier, and to provide Niedax with the CE marking in accordance with the applicable legal provisions, in particular Art. 30 Regulation (EU) No. 305/2011 ("BauPVO"). the declarations of performance drawn up by the supplier in a suitable permanent form and to affix or have affixed the CE marking to these products in accordance with the applicable legal provisions, in particular the BauPVO and Art. 30 of Regulation (EC) No. 765/2008. By affixing the CE marking, the supplier guarantees the conformity of the construction product with the performance declared by him as well as compliance with all legal provisions applicable in connection with the affixing of the CE marking. 

(7) CE marking on other products, in particular purchases of plant and machinery, shall be affixed by the supplier under its own responsibility and shall then constitute the supplier's irrevocable declaration that all requirements applicable to the product in question have been fulfilled.

(8) If the supplier violates one of the aforementioned obligations, he shall indemnify Niedax from all costs, claims of third parties (in particular from direct or indirect claims for damages) as well as from other disadvantages (e.g. fines) due to the violation of the aforementioned provision. This shall not apply if the Supplier is not responsible for this breach of duty; furthermore, Niedax shall be entitled to cancel the corresponding order at any time and to refuse acceptance of the corresponding delivery without Niedax incurring any costs thereby. Possible existing claims for damages shall remain unaffected by this. Cancellation or refusal of acceptance shall not constitute a waiver of any claims for damages.

X. WARRANTY RIGHTS

(1) The legal regulations shall apply to the rights of Niedax in the case of material defects and defects of title of the goods and in the case of other breaches of duty by the supplier, insofar as nothing else is stipulated below.

(2) Deviating from § 442 para. 1 sentence 2 BGB, Niedax shall also be entitled to claims for defects without restriction if the defect remained unknown at the time of conclusion of the contract due to gross negligence.

(3) The legal regulations (§§ 377, 381 German Commercial Code; "HGB") shall apply to the commercial duty of inspection and notification of defects with the following measure: The duty of inspection of Niedax shall be limited to defects which are openly recognisable during the incoming goods inspection by Niedax under external appraisal including the delivery papers as well as during the quality control of Niedax in the random sampling procedure (e.g. transport damage, wrong and short delivery). Insofar as a formal acceptance has been agreed, there shall be no obligation to inspect. In all other respects, it shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The obligation to give notice of defects discovered later remains unaffected. In all cases, the complaint by Niedax (notice of defect) shall be deemed to be immediate and timely if it is received by the supplier within 10 calendar days.

(4) The costs incurred by the supplier for the purpose of inspection and rectification (including possible removal and installation costs) shall be borne by the supplier even if it turns out that there was actually no defect. The liability for damages of Niedax in the case of unjustified requests for rectification of defects shall remain unaffected; in this respect, however, Niedax shall only be liable if Niedax has recognised or grossly negligently failed to recognise that there was no defect.

(5) If the supplier does not fulfil his obligation to subsequent performance - at the discretion of Niedax by rectification of the defect (subsequent improvement) or by delivery of a defect-free item (replacement delivery) - within a reasonable period of time set by Niedax, Niedax may rectify the defect itself and demand reimbursement of the expenses required for this from the supplier or a corresponding advance payment. If the subsequent performance by the Supplier has failed or is unreasonable for Niedax (e.g. due to particular urgency, endangerment of the operational safety or imminent occurrence of disproportionate damage), it shall not be necessary to set a deadline; Niedax shall inform the Supplier of such circumstances without delay, if possible in advance.

(6) If the Supplier fulfils its subsequent performance obligation by means of a replacement delivery, the limitation period shall begin anew for the goods delivered as a replacement after their delivery, unless the Supplier has expressly and appropriately reserved the right to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the delivery relationship.

(7) Otherwise, in the event of a material defect or defect of title, Niedax shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the legal regulations. Niedax shall also be entitled to compensation for damages and expenses in accordance with the legal regulations.

(8) In the event that Niedax determines a defect in a product delivered by the supplier or a defect is later determined due to a justified customer complaint and Niedax has to take back and/or block the product for this reason, the supplier shall be obliged to reimburse Niedax a handling fee in the amount of 100.00 EUR.

XI. PRODUCT LIABILITY, INSURANCE OBLIGATION

(1) In the event that Niedax is held liable on the basis of product liability, the supplier shall be obliged to indemnify Niedax against such claims insofar as the damage was caused by a defect in the goods delivered by the supplier. In cases of fault-based liability, however, this shall only apply if the supplier is at fault. If the cause of the damage lies within the supplier's sphere of responsibility, the supplier must prove that it is not at fault.

(2) Within the scope of his indemnification obligation, the supplier shall assume all costs and expenses arising from or in connection with a claim by third parties including recall actions carried out by Niedax. Prior to a recall action Niedax shall inform the supplier, enable him to participate sufficiently and exchange information with him on an efficient implementation; this shall not be necessary insofar as the information or participation of the supplier is not possible due to particular urgency.

(3) Further legal claims shall remain unaffected.

(4) During the contractual relationship with Niedax, the supplier shall always maintain sufficient product liability insurance at his own expense. Upon request, the supplier shall provide Niedax with evidence of the conclusion and the existence of the product liability insurance.

XII. LIMITATION OF LIABILITY

(1) Unless otherwise stipulated in the following provisions of this section, claims shall become statute-barred in accordance with the legal regulations.

(2) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects shall be 3 years from the passing of risk. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the limitation period by law for claims for surrender in rem of third parties (§ 438 para. 1 no. 1 BGB) shall remain unaffected; claims arising from defects of title shall furthermore in no case become time-barred as long as the third party can still assert the right - in particular in the absence of limitation - against Niedax.

(3) The limitation periods of the law on sales including the aforementioned extension shall apply - to the legal extent - to all contractual claims for defects. Insofar as Niedax is also entitled to non-contractual claims for damages due to a defect, the regular limitation period by law (§§ 195, 199 BGB) shall apply for this, if the application of the limitation periods of the law on sales does not lead to a longer limitation period in the individual case.

XIII. SECRECY, DOCUMENTS, REFERENCE

(1) All business or technical information made accessible by the parties to the respective other party shall be kept secret from third parties and may only be made available in their own business to such persons who must necessarily be involved in its use for the purpose of the performance of the contract Niedax and who are also obliged to maintain secrecy. The secrecy shall not apply in the event of the existence of one of the usual exceptions (publicly known, self-developed, received from third parties without breach of contract, etc.), see for secrecy the general secrecy agreement (GHV) of Niedax.

(2) Technical documents produced and contractually handed over by the Supplier within the scope of the execution of the order as well as all samples, tools, materials and other operating resources shall become the property of Niedax upon handover to Niedax. Furthermore, Niedax shall receive all ownership, utilisation and exploitation rights to all aforementioned copyrightable works - insofar as legally permissible - for the contractual purposes.

Niedax reserves the property rights and copyrights to all documents and aids provided to the Supplier by Niedax for the execution of an order, such as in particular drawings, calculations, samples. Such documents and auxiliary devices are to be used exclusively for the contractual performance and are to be returned to Niedax in full (including copies or records made, if applicable) after completion of the contract. Products which are manufactured according to documents and auxiliary devices of Niedax may neither be used by the supplier himself nor offered or delivered to third parties.

(3) The prior, express written consent of Niedax is required for the naming of Niedax in any form as a reference of the supplier.

XIV. APPLICABLE LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION

(1) The legal relations between Niedax and the supplier shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. If according to the provisions of national law the choice of law of German law is inadmissible or ineffective, the prerequisites and effects of the retention of title shall be subject to the law of the place where the goods are located. 

(2) If the supplier is a merchant within the meaning of §§ 1 ff. HGB (German Commercial Code), the place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship – for international disputes as well – shall be at the court having local and subject-matter jurisdiction for Linz am Rhein. Niedax shall, however, also be entitled to bring an action at the registered office of the supplier.

XV. CONSUMER DISPUTE RESOLUTION

Consumer contracts in the sense of § 310 para. 3 BGB (German Civil Code) are not concluded within the scope of the business activities of the companies of the NIEDAX GROUP, because we conclude business contracts exclusively with the specialised trade and commercial customers. Therefore, we do not participate in a dispute resolution procedure before a consumer arbitration board. However, the law on alternative dispute resolution in consumer matters requires that we nevertheless refer you to a consumer arbitration board that is responsible for you:

Allgemeine Verbraucherschlichtungsstelle des Zentrums für Schlichtung e. V.
Straßburger Str. 8
77694 Kehl
Internet: www.verbraucher-schlichter.de 

Version: 06/2025