General Terms and Conditions of Purchase of SUMCAB Specialcable GmbH
(Version: August 2020)

1 Scope
We place orders exclusively on the basis of these General Terms and Conditions of Purchase (GTCP). Any differing or conflicting terms and conditions of the supplier shall not apply unless we have expressly acknowledged them in writing. Placing an order or accepting deliveries or services does not constitute acceptance or recognition of the supplier’s terms and conditions.

2 Orders
2.1 Orders are only legally binding if issued by us in writing or in text form (e-mail, fax, etc.). Verbal or telephone orders require subsequent confirmation from us in writing or text form. For deliveries not made on the basis of a properly issued order in accordance with these rules, we may refuse acceptance and payment. Any ambiguities in an order must be clarified in writing or text form by the supplier.

2.2 Upon receiving an order, the supplier must confirm it in writing or text form within three (3) days.

2.3 If the supplier’s order confirmation deviates from the order, the supplier must explicitly point this out. In such cases, a contract is formed only when we give our written or text-form consent.

2.4 An acceptance that differs from the order constitutes a new offer and requires our written or text-form acceptance.

2.5 Engaging a subcontractor requires our prior written consent. The supplier remains fully liable to us and shall be responsible for any errors by the subcontractor as if they were the supplier’s own.

3 Prices, Delivery, Packaging
3.1 Prices stated in the order are binding. Unless expressly agreed otherwise, all deliveries are DAP (Delivered At Place) under Incoterms 2010. The order price includes all costs associated with delivery per the agreed Incoterms.

3.2 Price adjustments due to subsequent cost increases are excluded unless expressly agreed otherwise.

3.3 If prices are not specified in our order, the supplier must indicate them in the order confirmation. The contract is then formed only when we reconfirm in writing or text form.

3.4 If, by exception, prices are agreed ex works or ex supplier/third-party warehouse, all costs up to hand-over to the carrier—including loading and cartage—shall be borne by the supplier.

3.5 The supplier must promptly notify us of a shipment by sending a dispatch notice. This notice and all other order-related documents and invoices must state our order number.

3.6 The supplier shall use environmentally friendly and preferably recyclable packaging materials.

4 Invoice and Payment
4.1 Invoices must be issued in duplicate, referencing all order data and including all necessary evidence. Delays caused by failure to comply with these requirements are the supplier’s responsibility; payment periods do not begin until we receive a verifiable invoice fulfilling these requirements.

4.2 We may pay within 14 calendar days with a 3 % cash discount or net within 30 calendar days. Periods run from receipt of the invoice, but not before complete, defect-free delivery and/or performance.

4.3 We are entitled to statutory rights of set-off and retention under the conditions provided by law.

5 Deadlines, Periods, Contractual Penalty
5.1 Agreed delivery dates and periods are binding and are calculated from the order date. Compliance is determined by receipt of the goods at the receiving point specified in the order or by successful acceptance, where such is agreed or required by law.

5.2 If the supplier realizes it cannot meet a date or period, it must notify us immediately in writing, stating reasons and expected delay. Recognition of a new delivery date requires our written or text-form consent and is not implied by the supplier’s notice or by our silence.

5.3 If the supplier is in default, we may exercise statutory rights—particularly, after fruitless expiry of a reasonable grace period, to claim damages instead of performance and to withdraw from the contract. We accept early or partial deliveries only in individual cases or if expressly agreed; otherwise, we may return them at the supplier’s expense. Even if we accept them, we are not obliged to make early payments.

6 Quality and Specifications
6.1 The goods must strictly meet the characteristics defined in the specification referred to in the order or in any quality-assurance agreement.

6.2 Drawings, samples, or other instructions we provide are solely authoritative for the nature, quality, and execution of the goods.

6.3 For series production to our specification, manufacturing may begin only after our sample approval in writing or text form. Any reservations regarding our specification must be communicated immediately; production must not proceed until the parties have reached agreement.

6.4 Delivered goods must comply with applicable statutory accident-prevention regulations, VDE regulations, other legal provisions and ordinances, and recognized engineering standards.

7 Warranty for Defects
7.1 Quality and quantity deviations are timely if we notify the supplier within seven (7) working days of receipt of goods. Hidden defects are timely if reported within twenty (20) working days after discovery.

7.2 The supplier shall ensure compliance with any guarantees given and that deliveries/services are free of defects and meet relevant public-law provisions, guidelines, and regulations (authorities, trade associations, etc.).

7.3 We have full statutory defect claims. In particular, we may, at our choice, demand rectification or replacement/ remanufacture. The supplier must bear all costs of subsequent performance. Statutory rights to damages—including damages in lieu of performance—and guarantees remain unaffected.

7.4 In cases of imminent disproportionate damage or other particular urgency, we may remedy defects at the supplier’s expense after unsuccessfully attempting to contact it or where urgency makes contact unreasonable. We will notify the supplier without delay.

7.5 The limitation period for defect claims is 36 months unless a longer statutory period applies. It begins with the transfer of risk, is suspended during negotiations over a defect, and recommences if the supplier acknowledges a defect.

8 Product Liability, Third-Party Claims, Insurance, Industrial Property Rights
8.1 If we are held liable under product-liability regulations due to a defective product, we may pass on losses to the supplier insofar as it is responsible. The supplier shall indemnify us against third-party claims where the defect lies within its responsibility.

8.2 The supplier shall reimburse reasonable measures we take to prevent product-liability damage. We will inform the supplier—particularly regarding any recall actions. Other statutory claims remain unaffected.

8.3 The supplier shall maintain sufficient product-liability insurance and provide proof upon request.

8.4 The supplier warrants that deliveries/services are free from third-party rights, especially regarding the agreed uses.

8.5 The supplier shall indemnify us against third-party claims arising from any such rights violations and reimburse all expenses incurred, provided the breach is due to the supplier’s culpable conduct or that of its agents.

9 Withdrawal from the Contract – Damages
9.1 If the supplier fails to perform its obligations duly, we may withdraw from the contract and claim damages in lieu of performance after a reasonable grace period lapses fruitlessly.

9.2 We may also withdraw if the supplier breaches its duties under Section 13.

9.3 We may withdraw if the supplier ceases deliveries or applies for insolvency proceedings.

9.4 Our right to extraordinary termination for cause in continuing obligations remains unaffected.

10 Retention of Title and Provided Materials
10.1 We reject any supplier retention-of-title clauses extending beyond simple retention of title.

10.2 Items we provide (materials, tools, drawings, etc.) remain our property. Tools provided may be used only for manufacturing goods for us.

10.3 Processing or transformation of provided items is done for us. If combined with other goods, we acquire co-ownership of the new item proportionate to the value of our items to the other processed goods at processing time. The same applies to combining or mixing provided items with other goods. Should the supplier’s item be regarded as the main item, it shall transfer co-ownership to us proportionally and hold it in custody for us.

11 Assignment
Supplier rights and obligations may not be assigned or transferred without our written consent. Section 354a HGB remains unaffected.

12 Confidentiality
12.1 The supplier must keep all drawings, plans, images, calculations, models, samples, and other documents provided confidential unless they are publicly known. Disclosure to third parties requires our prior written consent and comparable confidentiality obligations for those third parties. The supplier is liable for breaches by commissioned third parties as for its own misconduct. The confidentiality obligation continues after contract end and expires only once the knowledge becomes public. Breaches entitle us to a contractual penalty at our reasonable discretion, subject to judicial review, without prejudice to further claims.

13 Place of Performance, Choice of Law, Jurisdiction, Miscellaneous
13.1 Place of performance for the supplier’s obligations is the delivery address stated in the order.

13.2 German law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

13.3 Jurisdiction lies with the court competent for our registered office; however, we may also sue the supplier at its general jurisdiction.

13.4 If any provision of these conditions is wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a legally permissible one that best achieves the intent and purpose of the original.