GTCP
General Terms and Conditions of Purchase of f-tronic GmbH
§ 1 Scope
(1) All deliveries, services, and offers from our suppliers are exclusively subject to these General Terms and Conditions of Purchase and our Supplier Code of Conduct (available at www.f-tronic.de/en/coc). These General Terms and Conditions of Purchase and our Supplier Code of Conduct form an integral part of all contracts we conclude with our suppliers regarding the deliveries or services they provide. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again. The general conditions of purchase only apply if the seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a public-law special fund.
(2) The General Terms and Conditions of Purchase apply particularly to contracts concerning the sale and/or delivery of movable goods (“products”), regardless of whether the seller manufactures the goods themselves or purchases them from subcontractors (§§ 433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions of Purchase, in the version valid at the time of the buyer’s order or at least in the last version communicated to them in writing, shall apply as a framework agreement also to similar future contracts without us needing to refer to them in each case.
(3) Individual agreements made with the seller on a case-by-case basis (including ancillary agreements, supplements, and amendments) shall always take precedence over these General Terms and Conditions of Purchase. For the content of such agreements, subject to contrary evidence, a written contract or our written confirmation shall prevail.
(4) Legally significant declarations and notifications from the seller concerning the contract (e.g. setting deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and additional evidence, especially in cases of doubts regarding the authorisation of the declarant, remain unaffected.
(5) The terms and conditions of our suppliers or third parties do not apply, even if we do not expressly object to their validity on a case-by-case basis. Even if we refer to a letter containing or referencing terms and conditions of the supplier or a third party, this does not imply consent to the applicability of those terms and conditions.
§ 2 Orders and contracts
(1) Unless our offers expressly state a binding period, we consider ourselves bound by them for one week from the date of the offer. Decisive for the timely acceptance is the receipt of the declaration of acceptance with us.
(2) We reserve the right to change the time and place of delivery as well as the type of packaging at any time by written notice with at least 14 calendar days’ notice before the agreed delivery date. The same applies to changes in product specifications, insofar as these can be implemented within the scope of the normal production process of the supplier without significant additional expenditure, in which case the notification period according to the above provision is at least 7 calendar days. We will reimburse the supplier for any verified and reasonable additional costs arising from such changes. If such changes result in delivery delays that cannot be avoided with reasonable efforts in the normal production and business operations of the supplier, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delivery delays to be expected from it in due time prior to the delivery date, but at least within 3 working days of receipt of our notification according to sentence 1.
(3) We are entitled to withdraw from the contract at any time by written declaration stating the reason if (a) due to circumstances attributable to the supplier that arose after conclusion of the contract (such as failure to comply with legal requirements), we can no longer use the ordered products within our business operations or can only do so with considerable effort, or (b) the supplier's financial circumstances deteriorate significantly after the contract is concluded, making proper performance of the contract unlikely.
In this case, we shall reimburse the supplier for the partial service provided by it.
§ 3 Prices, Payment Terms, Invoice Details
(1) The price stated in the order is binding. For price adjustments in our favor no prior agreement is necessary.
(2) Unless otherwise agreed in writing, the price includes all services and ancillary services from the seller (e.g. assembly, installation) as well as all additional costs such as proper packaging, transport costs including any transport and liability insurance.
(3) If, according to the agreement, the price does not include packaging and compensation for packaging provided not merely on loan is not expressly determined, then this must be charged at the verified cost price. At our request, the supplier has to take back the packaging at its expense.
(4) Unless otherwise agreed, we pay the purchase price within 14 days with a 3% discount or within 30 days net from delivery of the goods and receipt of invoice. For the timeliness of the payments owed by us, the receipt of our transfer order at our bank is sufficient.
(5) All order confirmations, delivery notes, and invoices must include our order number, item number, delivery quantity, and delivery address. Should one or more of these details be omitted and the processing be delayed by us as part of our normal course of business, the payment periods referred to in paragraph 4 shall be extended by the period of the delay.
(6) We do not owe any default interest. In the event of default of payment, we owe default interest in the amount of five percentage points above the base lending rate in accordance with § 247 BGB.
(7) We are entitled to rights of set-off and retention as well as to the plea of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we have claims against the seller arising from incomplete or defective performance.
(8) The seller has a right of set-off or retention only on account of claims that are legally established or undisputed.
§ 4 Delivery time and delivery delay
(1) The delivery period specified in the order, or otherwise determined under these General Purchasing Conditions (delivery date or deadline), is binding. Early deliveries are not permitted.
(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent indicating the delivery period cannot be met.
(3) If the contract specifies the latest delivery date, the supplier shall be in default upon its expiry without the need for a reminder from us.
(4) In the event of a delay in delivery, we are entitled without restriction to the statutory claims, including the right of withdrawal and the claim for damages instead of performance after fruitless expiry of a reasonable period of grace.
(5) We are entitled to demand a contractual penalty in the amount of 0.5%, maximum 5%, of the respective net order value for delivery delays after prior written notice to the supplier for each commenced week of delay in delivery. The contractual penalty is to be offset against the default damage to be compensated by the supplier. We reserve the proof that higher damage has occurred. The seller reserves the right to prove that no or only a significantly lower damage has occurred.
§ 5 Performance, delivery, transfer of risk, default of acceptance
(1) The seller is not entitled, without our prior written consent, to have the service owed by it performed by third parties (such as subcontractors). The seller bears the procurement risk for its services, unless otherwise agreed in an individual case (for example, limitation to stock).
(2) The delivery takes place within Germany “free domicile” at the place specified in the order. If the destination is not specified and nothing else is agreed, delivery must be made to our company headquarters in Saarbrücken. The respective place of destination is also the place of performance for the delivery and any subsequent performance (delivery debt).
(3) The delivery shall be accompanied by a delivery note specifying the date (issue and shipping), content of the delivery (item number and number) and our order code (date and number). If the delivery note is missing or incomplete, we are not responsible for the resulting delays in processing and payment. Separate from the delivery note, we have to send you a corresponding shipping notice with the same content.
(4) The risk of accidental loss and accidental deterioration of the thing passes to us at the place of performance. Insofar as an acceptance has been agreed, this is decisive for the transfer of risk. Incidentally, in the case of acceptance, the statutory provisions laws for contractual work apply accordingly. The transfer or acceptance is the same if we are in default of acceptance.
(5) The statutory provisions apply to the occurrence of our default of acceptance. However, the seller must explicitly offer us its performance even if a specific or determinable calendar time has been agreed for an action or participation on our part (for example, provision of material). If we delay acceptance, the seller may claim compensation for any additional expenses incurred according to statutory provisions (§ 304 BGB). If the contract relates to an item to be produced by the seller (one-off production), which is untenable, the seller is entitled to further rights only if we are obliged to cooperate and are responsible for the failure to cooperate.
§ 6 Confidentiality and retention of title
(1) We reserve the right of ownership and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and to be returned to us after completion of the contract. The documents must be kept confidential from third parties, even after the contract has ended. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the provided documents has become generally known.
(2) The aforementioned provision accordingly applies to substances and materials (e.g. software, finished and semi-finished products) as well as tools, templates, samples, and other items which we provide to the seller for production. Such items shall be kept separate at the expense of the seller and adequately insured against destruction and loss unless they are processed.
(3) A processing, mixing or connection (further processing) of provided items by the seller is made for us. The same applies to further processing of the delivered goods by us, so that we are considered to be the manufacturer and acquire ownership of the product at the latest with further processing in accordance with the statutory provisions.
(4) The transfer of the goods to us must occur unconditionally and without consideration for the payment of the price. If, however, in individual cases we accept a conditional sale of the seller due to the purchase price payment, the retention of title of the seller expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to resell the goods prior to payment of the purchase price, subject to advance assignment of the resulting claim (in the alternative, the validity of the simple retention of title extended to resale). In any case, this excludes all other forms of retention of title, in particular extended, transferred retention of title and extended retention of title to further processing.
§ 7 Defective delivery
(1) For our rights in case of material and legal defects of the goods (including wrong and short delivery and improper installation, faulty assembly, usage or operating instructions) and other breaches of duty by the seller, the statutory provisions, apply unless otherwise stated below.
(2) Under statutory provisions, the seller is particularly liable for ensuring that the goods possess the agreed quality at the time of risk transfer to us. In any case, those product descriptions which are the subject of the respective contract or are included in the contract in the same way as these general conditions of purchase, in particular by designation or reference in our order, are deemed to be an agreement on the condition. It makes no difference whether the product description comes from us, the seller or the manufacturer.
(3) For goods with digital elements or other digital content, the seller is obliged to provide and update the digital content to the extent that this is stipulated in a quality agreement under para. 2 or in other product descriptions by the manufacturer or their agent, especially online, in advertisements, or on the product label.
(4) Contrary to § 442 (1) sentence 2 BGB, we are entitled to claims for defects without limitation even if the defect was unknown to us at the time of contract conclusion due to gross negligence.
(5) The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty of inspection and notification of defects with the following alterations: Our duty of inspection is confined to defects that are apparent during our incoming goods inspection through external examination, including delivery documents (e.g. transport damage, incorrect or short delivery), or are detectable in our quality control through random sampling. Insofar as acceptance has been agreed, there is no duty to inspect. Moreover, it depends on the extent to which an inspection, taking into account the circumstances of the individual case in the ordinary course of business, is feasible. Our obligation to notify about defects discovered later remains unaffected. Notwithstanding our inspection obligation, our complaint (notification of defects) is considered prompt and timely if dispatched within 7 working days of discovery, or, in the case of obvious defects, within 7 working days of delivery.
(6) Subsequent fulfilment includes the removal of the defective goods and their reinstallation, insofar as the goods were incorporated into or affixed to another item according to their nature and intended use; our statutory right to reimbursement for corresponding expenses remains unaffected.
The seller bears the costs necessary for testing and subsequent fulfilment even if it is found that no defect actually existed. Our liability for damages in case of unjustified removal of defects remains unaffected; however, we are liable only if we have recognized or grossly negligent did not recognize that there was no defect.
(7) Without prejudice to our statutory rights and the provisions of paragraph 5, the following applies: If the seller does not comply with its obligation to supplementary performance – at our discretion by rectifying the defect (rectification) or by delivering a defect-free item (replacement) – within a reasonable period set by us, we can remedy the defect ourselves and the require that the seller cover the necessary expenses or provide a corresponding advance. If the seller’s subsequent performance fails or is unreasonable for us (e.g., due to special urgency, risks to operational safety, or the imminent occurrence of disproportionate damages), no deadline needs to be set; we will inform the seller of such circumstances immediately, preferably beforehand if possible.
(8) In addition, we are entitled in case of a material or legal defect according to the statutory provisions to reduce the purchase price or to withdraw from the contract. In addition, we are entitled to damages and reimbursement of expenses according to the legal regulations.
§ 8 Supplier Recourse
(1) Our statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) remain fully available to us alongside defect claims. In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (§ 439 para. 1 BGB) remains unaffected by this.
(2) Before we acknowledge or fulfil a defect claim asserted by our customer (including compensation for expenses pursuant to §§ 445a para. 1, 439 paras. 2, 3, 6 sentence 2, 475 para. 4 BGB), we will notify the seller and request a written statement outlining the facts briefly. If a substantiated statement is not provided within a reasonable period and no amicable solution is achieved, the defect claim actually granted by us shall be deemed owed to our customer. The seller is responsible in this case for providing proof otherwise.
(3) Our claims arising from supplier recourse also apply if the defective goods have been connected or further processed by us, our customer, or a third party, for instance by installation, attachment, or incorporation with another product.
§ 9 Product / Producer Liability
(1) The supplier is responsible for all claims made by third parties on account of personal injury or property damage resulting from a faulty product they supplied, and is obligated to indemnify us against any liability arising from this. If we are obliged to carry out a product recall against third parties due to a fault of a product delivered by the supplier, the supplier shall bear all costs associated with the recall.
(2) As part of their indemnification obligation, the seller must reimburse expenses pursuant to §§ 683, 670 BGB arising from or in connection with third-party claims, including recall actions carried out by us. We will inform the seller—where possible and reasonable—about the content and scope of recall measures and will provide them with the opportunity to comment. Further statutory claims remain unaffected.
(3) The supplier is obliged to maintain product liability insurance at their own expense with a minimum coverage of EUR 5,000,000, which, unless otherwise agreed in individual cases, need not cover recall risks or fines or similar damages. The supplier shall send us a copy of the liability policy at any time upon request.
§ 10 Intellectual Property Rights
(1) The supplier guarantees that no third-party intellectual property rights are infringed in the countries of the European Union, North America, or other countries where they manufacture or have their products manufactured in connection with their delivery.
(2) The supplier is obliged to indemnify us against all claims brought by third parties against us due to the violations of intellectual property rights mentioned in paragraph 1, and to reimburse all necessary expenses incurred in connection with such claims. This does not apply to the extent that the supplier proves that they are not responsible for the infringement of intellectual property rights and could not have known of it at the time of delivery with due commercial diligence.
(3) Our further statutory claims due to defects in title of the products delivered to us remain unaffected.
§ 11 Spare Parts
(1) The supplier is obliged to keep spare parts for the products delivered to us available for a period of at least 2 years after delivery.
(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us at or after the expiry of the period specified in paragraph 1,they shall notify us immediately after deciding to discontinue production. This decision must, subject to paragraph 1, be made at least 6 months before the cessation of production.
§ 12 Confidentiality
(1) The supplier is obliged to keep the terms of the order and all information and documents made available for this purpose (except publicly accessible information) confidential for a period of 5 years after the contract is concluded and to use them solely for the execution of the order. The supplier shall promptly return such materials to us after completing requests or processing orders.
(2) Without our prior written consent, the supplier shall not refer to our business relationship in promotional materials, brochures, etc., nor exhibit items manufactured for us.
(3) The supplier shall require its subcontractors to adhere to this § 10.
§ 13 Assignment
The supplier is not entitled to assign its claims from the contractual relationship to third parties. This does not apply, as far as it concerns monetary claims.
§ 14 Limitation Period
(1) The mutual claims of the contracting parties shall expire in accordance with statutory provisions, unless specified otherwise below.
(2) Contrary to § 438 paragraph 1 no. 3 BGB, the standard limitation period for defect claims shall be three years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period begins with the acceptance. The three-year limitation period also applies to claims arising from legal defects, while the statutory limitation period for third-party claims to property recovery (§ 438 paragraph 1 no. 1 BGB) remains unaffected. Moreover, claims from legal defects shall not expire as long as the third party can still assert the right against us, particularly due to the absence of expiration.
(3) The limitation periods under sales law, including the aforementioned extension, shall apply to the fullest extent permitted by law to all contractual defect claims. To the extent that we might also have non-contractual damage claims due to a defect, the standard statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of sales law limitation periods results in a longer limitation period in individual cases.
§ 15 Place of Performance, Jurisdiction, Applicable Law
(1) If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship, both national and international, shall be our registered office in Saarbrücken. . However, in all cases, we are also entitled to bring action at the place of performance of the delivery obligation, in accordance with these general conditions of purchase or an individual agreement with priority, or at the general place of jurisdiction of the seller. Priority laws, especially exclusive jurisdictions, remain unaffected.
(2) The contracts concluded between us and the supplier shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 16 Compliance with Laws
(1) The supplier is obliged to comply with all applicable laws that pertain to its involvement in the contractual relationship. This specifically includes adherence to anti-corruption and anti-money laundering regulations, the Supply Chain Act, as well as competition, labour, and environmental protection laws.
(2) The supplier must ensure that the products it delivers meet all relevant requirements for market introduction within the European Union and European Economic Area. The supplier is required, upon request, to demonstrate conformity by providing appropriate documentation.
(3) The supplier will make reasonable efforts to ensure that its subcontractors adhere to the obligations incumbent upon the supplier as outlined in this § 16.
Status March 2025