General Terms and Conditions of Purchase

1 General Provisions

1.1 These General Terms and Conditions of Purchase (hereinafter “GTC of Purchase”) apply to all current and future business relationships between ATUS Automatisierungstechnik GmbH (hereinafter “ATUS”) and the supplier of goods and services (hereinafter “Supplier”) with respect to the ordering and procurement of such goods and services by ATUS. They do not apply to natural persons who enter into a legal transaction solely for a purpose that cannot be attributed to either their commercial or their self-employed professional activities.

1.2 By accepting and fulfilling an order and/or a purchase order, the Supplier accepts these General Terms and Conditions of Purchase in the version valid at the time of the order. Any conflicting and/or deviating terms and conditions of the Supplier shall not be recognized and shall not form part of the contract, unless their validity is agreed to in writing by ATUS at the time of contract conclusion; in this case, as well as in the event of a separate agreement on special conditions for specific orders, the General Terms and Conditions of Purchase shall apply subordinately and supplementarily. The General Terms and Conditions of Purchase shall also apply if the contract is performed by the supplier without reservation despite the supplier’s knowledge of terms and conditions that conflict with or deviate from the General Terms and Conditions of Purchase. Acceptance by ATUS of a delivery or service from the supplier does not constitute consent to the supplier’s general terms and conditions. Nor does silence in response to an order confirmation from the supplier containing conflicting statements constitute such consent.

1.3 The General Terms and Conditions of Purchase apply to all future transactions and contracts with the Supplier, even if ATUS does not expressly refer the Supplier to them in the future.

1.4 All correspondence regarding the contract must be conducted with ATUS Purchasing or the purchaser, specifying the order number.

2 Conclusion of the Contract

2.1 The conclusion of the contract, as well as all agreements made between ATUS and the Supplier for the purpose of executing this contract, must be in writing. The Supplier must review the offer from a technical standpoint and expressly notify ATUS in the offer of any deviations from the request documents.

2.2 If the offer is made by ATUS, ATUS shall be bound by this offer for 14 days from the date of the offer.

3 Scope of Services

3.1 The scope of services is determined by the respective individual order. Documents, reports, ideas, drafts, models, samples, and all other results arising during the provision of services are part of the contractual performance.

3.2 The supplier shall perform its services with the utmost care, taking into account the latest state of the art in science and technology, the safety regulations of the authorities and professional associations, as well as its own existing knowledge and experience or that gained during the performance of the contract. It guarantees compliance with legal regulations, the agreed technical specifications, and other requirements.

3.3 Partial performance is not permitted unless otherwise expressly agreed in advance. In such cases, ATUS is entitled to cancel the remaining quantity.

3.4 The performance of the ordered deliveries and services by third parties requires the prior written consent of ATUS.

3.5 The supplier shall prepare drawings, data, and other documentation in accordance with ATUS’s requirements, regulations, and guidelines. In the event of any ambiguities, the Supplier is obligated to obtain all necessary information prior to commencing work. The IT systems and programs used for documentation shall be specified by ATUS. The Supplier is obligated to obtain the relevant information prior to the commencement or performance of the contract.

3.6 Upon ATUS’s request, the Supplier shall provide information regarding the composition of the delivery item to the extent necessary to comply with regulatory requirements in Germany and abroad.

3.7 As long as the Supplier has not yet fully fulfilled its obligations, ATUS is entitled, within reasonable limits, to request changes to the order regarding design, execution, quantity, and delivery time. In such cases, the consequences (e.g., additional or reduced costs, delivery dates, etc.) shall be settled by mutual agreement. ATUS may also request changes to the delivery item after the contract has been concluded, provided this is objectively reasonable for the supplier. In the event of such a contract amendment, the consequences for both parties, particularly regarding additional or reduced costs as well as delivery dates, shall be settled by mutual agreement.

3.8 The Supplier is obligated to immediately notify ATUS in writing of any concerns it has regarding the manner in which ATUS wishes the service/delivery to be performed and to propose changes to ATUS that it deems necessary to meet the agreed-upon specifications or legal requirements.

3.9 The Supplier is obligated to supply spare parts for the period of normal technical use, but for at least 10 years after the last delivery, under reasonable terms.

3.10 If the Supplier intends to discontinue the supply of spare parts after the expiration of the periods specified in Section 3.9 or to discontinue the supply of the delivery item during this period, ATUS must be notified thereof and given the opportunity to place a final order prior to such discontinuation.

4 Prices, Place of Performance, Terms of Payment

4.1 The prices stated in the order are fixed prices. The price includes, in particular, costs for “free delivery,” insurance, customs duties, packaging, and material testing procedures. Claims based on additional deliveries and/or services may only be asserted following prior written agreement and commissioning of the additional deliveries and/or services between the contracting parties. Otherwise, additional claims beyond the total fixed price are excluded.

4.2 Unless another place of performance is agreed in writing in the contract, deliveries must be made to ATUS’s place of business (obligation to deliver) and must be insured by the supplier at the supplier’s expense against transport damage, incorrect loading or unloading, and theft.

4.3 Goods must be packaged in such a way as to prevent damage during transport and loading operations. Packaging materials shall be used only to the extent necessary to achieve the intended purpose. The supplier’s take-back obligations, including those regarding transport and product packaging, are governed by statutory provisions. The supplier warrants that all packaging is licensed and registered with an appropriate system provider in accordance with the law and that the applicable fees are paid in full and properly.

4.4 No compensation is owed for introductions, presentations, negotiations, and/or the preparation of offers and projects, unless this has been previously agreed upon in writing.

4.5 Invoices due can only be processed by ATUS if they comply with legal requirements, in particular the UStG, and contain the order number specified in the ATUS order as well as the details and/or documents agreed upon with the order; the supplier is responsible for all consequences arising from non-compliance with this obligation. In the absence of the aforementioned details and/or documents, the supplier is not authorized to assert the claim in question against ATUS.

4.6 Unless otherwise agreed in writing, payment of the purchase price is due 30 days after delivery of the goods and transfer of ownership, receipt of a verifiable invoice, and receipt of all contractually required documents. Payment shall be made by wire transfer to the Supplier’s business account. To this end, the Supplier must provide the relevant bank details. This also applies to changes in bank details. In the case of agreed partial deliveries, payment shall not be due until the final delivery. This does not apply to contracts for successive deliveries or in cases of cancellation of a partial delivery pursuant to Section 3.3 of these General Terms and Conditions of Purchase.

4.7 To the extent that the supplier is required to provide material samples, test reports, quality documents, or other contractually agreed-upon documents, the completeness of the delivery and service also requires that ATUS has received these documents.

4.8 ATUS is entitled to rights of set-off and retention to the extent permitted by law. The supplier’s rights of set-off and retention apply only to the extent that they are undisputed or have been legally established. ATUS is entitled to reduce invoice amounts by the value of returned goods as well as any expenses and claims for damages.

5 Delivery Date

5.1 The delivery date specified in the order, which must be carefully checked by the supplier in advance, is binding. The delivery date shall be the day the goods are received by ATUS at its place of business (on-site). If delivery occurs before the agreed delivery date, ATUS reserves the right not to accept the delivery and to return it at the supplier’s expense and risk.

5.2 The supplier is obligated to notify ATUS immediately in writing if circumstances arise or become apparent to the supplier that indicate the agreed delivery time cannot be met. Otherwise, the supplier may not later invoke such circumstances.

5.3 In the event of a culpable delay in delivery by the supplier, ATUS is entitled to demand a contractual penalty of 0.2% of the delivery value as per the final invoice for each day of delay or part thereof, but not exceeding a total of 10% of the delivery value as per the final invoice. The right to assert further legal claims remains reserved. Acceptance of a delayed delivery or service does not constitute a waiver of claims for damages.

6 Release from the Obligation to Perform, Withdrawal from the Contract

6.1 Force majeure releases the contracting parties from their obligations to perform for the duration of the disruption and to the extent of its effect. The contracting parties are obligated, within reasonable limits, to immediately provide the necessary information and to adapt their obligations to the changed circumstances in good faith.

6.2 ATUS is released from the obligation to accept the ordered delivery in whole or in part and is entitled to withdraw from the contract to that extent if the delivery has become unusable for ATUS due to the delay caused by force majeure.

6.3 ATUS is entitled to withdraw from the contract if the supplier files for insolvency proceedings, if insolvency proceedings are opened, or if the opening of such proceedings is rejected due to lack of assets.

6.4 ATUS also has a right of withdrawal if individual enforcement measures are taken against the supplier.

6.5 ATUS may further withdraw from the contract if the supplier holds out, promises, offers, or grants benefits of any kind to an ATUS employee or agent involved in the preparation, conclusion, or performance of the contract, or to a third party acting in the interest of such an employee or agent.

6.6 The statutory provisions regarding withdrawal remain unaffected in all other respects.

7 Transfer of Risk, Documents

7.1 The transfer of risk occurs upon acceptance of the delivery by ATUS at its place of business (on-site).

7.2 The Supplier is obligated to indicate the ATUS order number on all shipping documents and delivery notes; if the Supplier fails to do so, ATUS shall not be liable for any delays in processing.

7.3 Documents, reports, ideas, drafts, models, samples, and the like provided to the supplier by ATUS remain the property of ATUS. The supplier must return these to ATUS immediately upon fulfillment of its performance, without being asked to do so. These documents may be used by the supplier solely for the purpose of fulfilling its performance obligation to ATUS.

8 Warranty Claims, Guarantees

8.1 ATUS’s warranty claims against the supplier for material defects and defects of title shall be governed by statutory provisions. The warranty period is 24 months from the transfer of risk.

8.2 The supplier guarantees that the goods and deliveries comply with applicable legal regulations, in particular the requirements of the currently valid Packaging Ordinance, the RoHS Directive, the Act on the Placing on the Market, Take-Back, and Environmentally Sound Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), the Battery Ordinance, and the EU Chemicals Regulation REACH. Furthermore, the supplier guarantees that any applicable copyright royalties have been paid to the relevant collecting societies. The copyright royalties included must be indicated on the supplier’s invoices in accordance with Section 54d of the German Copyright Act (UrhG).

8.3 The Supplier undertakes to comply with the Code of Conduct for Suppliers attached as an appendix and available on the ATUS website.

8.4 Any obligation on the part of ATUS to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) is excluded.

9 Liability

9.1 The Supplier shall be liable within the scope of the statutory provisions.

9.2 To the extent that the supplier is responsible for product damage, the supplier is obligated to indemnify ATUS against third-party claims for damages upon first request, provided that the cause lies within the supplier’s sphere of control and organization and the supplier is personally liable in its external relations. The indemnification obligation also applies to all expenses necessarily incurred by ATUS arising from or in connection with a claim by a third party, including the costs of legal representation. The supplier must take out adequate insurance against these risks in accordance with customary practice.

9.3 ATUS shall be liable in accordance with statutory provisions for damages resulting from injury to life, limb, or health, in cases of intent or gross negligence on the part of ATUS, a legal representative, or a vicarious agent, as well as for damages covered by a warranty or representation granted by ATUS. In cases of slight negligence, ATUS shall be liable only for compensation for damages that are typical for the contract and foreseeable, and only to the extent that an obligation—the proper fulfillment of which is essential for the performance of this contract and on the observance of which the contracting party was entitled to rely (cardinal obligation)—has been breached by ATUS, a legal representative, or a vicarious agent. Otherwise, liability is excluded to the extent permitted by law.

10 Ownership, Provision, Blending

10.1 If ATUS delivers and/or provides fabrics and materials, these remain the property of ATUS until full payment has been made (retention of title). Any processing or transformation carried out by the supplier shall be performed on behalf of ATUS, provided that the goods/services have not yet been paid for in full. If the materials and substances provided by ATUS are processed together with other items not belonging to ATUS, ATUS shall acquire co-ownership of the new item in proportion to the value of its materials relative to the other processed items at the time of processing.

10.2 If the item provided by ATUS (fabrics/materials) is inseparably mixed with other items not belonging to ATUS, ATUS shall acquire co-ownership of the new item in proportion to the value of the reserved item relative to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the supplier’s item is to be regarded as the principal item, it is agreed that the supplier shall transfer ownership to ATUS on a pro rata basis; the supplier shall hold the sole or co-ownership in trust for ATUS free of charge.

11 Intellectual Property Rights and Confidentiality

11.1 The supplier is obligated to maintain confidentiality regarding all documents and information received from ATUS. They may only be disclosed to third parties with the express consent of ATUS. The confidentiality obligation also extends to personal data. The confidentiality obligation shall remain in effect even after the performance or termination of this contract; it shall expire if and to the extent that the information contained in the documents provided has become generally known. Third parties engaged by the Supplier to fulfill the obligations arising from this contract shall be bound by corresponding obligations. In the event of a breach of these obligations, ATUS may demand immediate surrender of the information and claim damages.

11.2 The conclusion of this contract must be treated as confidential. The supplier may not refer to the business agreement with ATUS in its promotional materials until ATUS has given its written consent. ATUS and the supplier undertake to treat all non-public commercial or technical details that come to their knowledge through the business relationship as trade secrets. Third parties engaged by the Supplier to fulfill the obligations arising from this contract must be bound by the same obligations.

11.3 The Supplier warrants that no third-party rights are infringed in connection with its delivery. Should ATUS be held liable by a third party in this regard, the Supplier is obligated to indemnify ATUS against all resulting claims immediately upon first request and to defend ATUS against such claims. The indemnification obligation also applies to all expenses necessarily incurred by ATUS arising from or in connection with the claim by a third party. This also includes the costs of legal representation. The supplier must take out adequate insurance against these risks in accordance with customary business practice.

12 Final Provisions

12.1 The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods and legal norms that refer to another legal system shall not apply. If copies of these General Terms and Conditions of Purchase have been prepared in languages other than German, only the German version shall be binding on ATUS and the supplier.

12.2 Side agreements, amendments, or supplements must be in writing to be effective; the same applies to the waiver of the written form requirement. The written form within the meaning of these General Terms and Conditions of Purchase is also satisfied by email and fax.

12.3 The place of performance is Meerane. The place of jurisdiction for disputes arising from or in connection with the contractual relationship between ATUS and the supplier is Zwickau, provided that the contracting party is a merchant, a legal entity under public law, or a special fund under public law.

12.4 In all other respects, the General Terms and Conditions of ATUS GmbH (GTC), which can be accessed at any time on the ATUS website, www.atus-gmbh.de, shall apply in addition.

12.5 Should any provision of these General Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall remain unaffected.

Business and mailing address:
ATUS Automatisierungstechnik GmbH
Gablenzer Straße 8
08393 Meerane

Bank details:
Volksbank Chemnitz eG
Bank code: 870 962 14
Account: 321 011 977
IBAN: DE07 8709 6214 0321 0119 77
BIC: GENODEF1CH1

Effective as of: March 1, 2023