Order Terms and Conditions

Version 1.1.0 · effective 2026-05-19

§ 1 Scope

(1) These order terms apply between Buyer and Supplier for all purchase orders concluded via the Platform and all related deliveries and services.

(2) They apply exclusively to commercial users (§ 14 BGB).

(3) Deviating general terms of the Supplier become part of the contract only with Buyer's written or in-platform express consent. A merchant's confirmation letter from the Supplier with deviating content does not bring such terms into effect if Buyer objects within 5 business days.

§ 2 Order and Order Confirmation

(1) Orders are transmitted via the Platform. The Supplier confirms within 5 business days via the in-platform "Confirm order" function or by uploading an order confirmation (AB).

(2) In case of deviations between order and confirmation, the contract is concluded with the content of the order, unless Buyer expressly accepts the deviations.

(3) Absent a confirmation within 10 business days, the order is deemed accepted unless the Supplier expressly objects (§ 362 HGB by analogy).

§ 3 Delivery and Shipment

(1) Delivery dates are binding. The Supplier informs Buyer of any threatened delay without undue delay in text form (email or written notice to the contact address held in the supplier master record), stating cause and estimated duration.

(2) Delivery follows the agreed Incoterms 2020. Absent agreement, DAP to Buyer's delivery address applies.

(3) Partial deliveries are only permitted with Buyer's express consent.

§ 4 Quality and Mill Certificates

(1) The Supplier warrants that delivered products conform to the agreed specifications, applicable standards (in particular DIN, EN, ISO), and the state of the art.

(2) Where mill certificates per EN 10204 are agreed (notably 2.1, 2.2, 3.1, 3.2), the Supplier provides them simultaneously with the goods via "Upload document to PO". The agreed certificate forms part of the quality agreement under § 434 BGB.

(3) Declarations of conformity (CE), first-article inspection reports (EMPB / PPAP) and other quality documents are provided on Buyer's request via "Request document".

§ 5 Notice of Defect (§ 377 HGB)

(1) Buyer must give notice of obvious defects within 5 business days of receipt; of hidden defects within 5 business days of discovery.

(2) Notice via the Platform "Send defect notice" function with qualified timestamp is permissible. During platform outage, notice is to be sent by email or post to the address on the supplier master record; dispatch is decisive (§ 377(4) HGB).

(3) The receipt confirmation in the "Goods receipt" module is purely logistical and does not constitute a defect notice.

§ 6 Compensation and Payment

(1) Agreed prices are fixed prices plus statutory VAT.

(2) Payment terms are, unless otherwise agreed, 30 days net from invoice receipt and complete delivery.

(3) Payment terms exceeding 60 days are only permissible exceptionally with both parties' express consent (§ 271a BGB).

(4) Where a discount is agreed, the discount period runs from the later of complete delivery or invoice receipt.

§ 7 Retention of Title

(1) The Supplier retains title to the delivered goods until full payment (simple retention of title).

(2) Extended or expanded retention of title (e.g. running-account reservation, processing clauses, advance assignment of resale claims) is effective only if individually agreed in writing.

§ 8 Liquidated Damages for Delay

(1) For delays attributable to the Supplier — where liquidated damages are agreed — the Supplier owes 0.2 % per commenced business day, capped at 5 % of the actually paid compensation for the delayed items.

(2) Liquidated damages are credited against any claim for damages due to the delay.

Note (BGH VII ZR 42/22, 15 February 2024): The reference base is deliberately the actually paid compensation, not the original order sum. Otherwise, quantity reductions could lead to real liquidated damages above 5 %, which would invalidate the clause as a whole.

§ 9 Force Majeure

(1) Force majeure includes war, pandemic, official lockdown orders, documented cyber-attacks on the Supplier's supply chain, and similar events not attributable to the affected party.

(2) The affected party notifies the other party within 5 business days of becoming aware. The contract is suspended for the duration of the event.

(3) If the impairment lasts longer than 60 calendar days, either party may terminate the contract by written notice.

§ 10 Audit Rights

Buyer is entitled, with 10 business days' notice and at most once per calendar year, to audit Supplier's compliance with material contractual obligations. Supplier bears audit costs upon proven breach.

§ 11 Subcontractors

(1) For safety- and quality-relevant components, the Supplier may use subcontractors only with Buyer's prior written consent.

(2) For standard components, an entry in the supplier master record via "Maintain supplier master" suffices.

§ 12 Liability

(1) The Supplier is fully liable for: intent and gross negligence; injury to life, body or health; claims under the Product Liability Act (ProdHaftG); assumption of guarantee or procurement risk.

(2) For ordinary negligence, the Supplier is liable only for breach of cardinal contractual duties and limited to the typically foreseeable damage.

(3) The above limitations also apply to employees, legal representatives and vicarious agents.

§ 13 Confidentiality

The Platform's Confidentiality Module (NDA) (Annex 2 to the Usage Agreement) applies in addition, particularly for technical drawings, specifications and mill certificates.

§ 14 Final Provisions

(1) German law applies, excluding the CISG.

(2) The exclusive place of jurisdiction is the Buyer's seat, provided the Supplier is a merchant or public-law legal person.

(3) Severability clause as in usage agreement § 16(3).

(4) The German version is binding in case of conflict.