General Terms and Conditions of Purchase of
PLS Prozess- Labor- und Sensortechnik GmbH (PLS)

1 General provisions
The Terms and Conditions of Purchase of PLS shall apply exclusively to all orders. Any deviating or additional terms and conditions of the Supplier shall not be binding for the Purchaser, even if the Purchaser does not object to them or if the Supplier declares that it is only willing to make deliveries subject to its own terms and conditions. Any deviations from these Terms and Conditions are subject to the Purchaser’s express written consent.

The confirmation or execution of the order shall be deemed acceptance of these Terms and Conditions of Purchase.

2 Correspondence
Orders must be placed in writing. Oral agreements shall only be legally valid if they are confirmed in writing.

Immediately after receipt of the order, the Purchaser must be given an order confirmation. The correspondence related to an order shall be conducted exclusively with the purchasing department, stating the order number and/or any other reference numbers.

Unless otherwise requested by the Purchaser, the Supplier shall issue the advice of dispatch as a single copy and the delivery note and invoice in duplicate and shall submit them in due time.

3 Transport, passing of risk
Deliveries shall be made at the Supplier’s expense free of charge to the known shipping address. The risk shall not pass to the Purchaser until acceptance of the delivery by the receiving department.

4 Delivery periods
The agreed delivery periods shall be binding. The delivery period shall be extended by a reasonable period if the Supplier is prevented from fulfilling its obligations through no fault of its own. If the Supplier is in default, the Purchaser shall be entitled, without granting an additional period and at its option, without prejudice to further claims for compensation, to claim a contractual penalty amounting to ½ % of the order value per week or part thereof, but no more than 5 % of the order value and/or delivery value and/or to withdraw from the contract.

If delays in delivery or its preparation have occurred or are expected to occur, the Supplier shall notify the Purchaser without delay.

5 Warranty
Unless otherwise specified in the order, the warranty period shall be 18 months from the passing of risk.

Claims due to defective delivery can be asserted by the Purchaser within one month of acceptance of the goods.

Claims due to defects that only become apparent during processing or use of the goods delivered can still be asserted by the Purchaser immediately after detection.

In the event of material defects, the Purchaser can assert, at its option, the statutory warranty claims (in the event of rescission: including partial rescission) or claim rectification of the defects. In urgent cases, the Purchaser is entitled to replace or repair defective parts and remedy any resulting damage at the Supplier’s expense.

Any modifications to the type of composition of the processed material or to the constructive design compared to previous similar goods or services shall be notified to the Purchaser before start of production. Such modifications are subject to the Purchaser’s written consent. The Purchaser is not obliged to check goods and services for similarity after receipt.

Rather, the Supplier must take all necessary measures with regard to its manufacture, testing, packaging, etc. at its own discretion and on its own responsibility to ensure that the Purchaser’s requirements are met at all times. The Supplier’s warranty obligations shall also include subsequently supplying and installing any missing protective equipment on machines and devices and ensuring in all respects that the delivered system complies with the relevant German laws and regulations governing occupational health and safety.

6 Property rights
The Supplier shall be liable for ensuring that the supply and use of the purchased items do not infringe upon the property rights third parties.

7 Delivery according to specifications, drawings and models
If the goods ordered by the Purchaser are produced according to its specifications, drawings and models, the following provisions shall apply:

The goods ordered by the Purchaser and the special equipment, moulds or the like required to manufacture them must not be delivered to any third party without the Purchaser’s express consent. This shall also apply if the Supplier purchases the special equipment, moulds or the like at its own expense or if the Purchaser has refused to accept the goods ordered due to delayed or defective delivery or if the Purchaser refrains from further orders despite proper delivery. If the execution of the order results in improvements for the Supplier, the Purchaser shall acquire a free, non-exclusive right to use the subject matter of the improvements and any corresponding property rights for commercial purposes. The right of disposal over order-related joint use, modifications or destruction shall remain solely with the Purchaser. Models, patterns, drawings or technical documents of any kind shall remain the Purchaser’s property and must be kept confidential; they must be returned to the Purchaser including any copies produced.

8 Provision of material
Any material provided by the Purchaser shall remain the Purchaser’s property.

The Purchaser retains the title to the material provided in such a way that the Supplier produces the goods to be delivered to the Purchaser by order and on behalf of the Purchaser.

The manufacturer within the meaning of law is the Purchaser.

The Purchaser and the Supplier agree that the Purchaser holds the title to these items at their respective stage of production.

The Supplier shall hold the items in safe custody on the Purchaser’s behalf free of charge.

9 Place of jurisdiction
The exclusive place of jurisdiction shall be Jena.