General Terms and Conditions of Purchase
As of February 2025

§ 1 Validity

(1) All deliveries, services, and offers of our suppliers are subject to these General Terms and Conditions of Purchase. They are part of all contracts we conclude with our suppliers in regards to supplies or services offered by them. They are also valid for all future deliveries, services, or offers to the principal, even if they are not separately agreed again.

(2) The terms and conditions of our suppliers or third parties do not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of the supplier or of a third party, this does not mean that we agree to the validity of those terms and conditions.

§ 2 Orders and commissions

(1) Only orders placed in writing are legally binding. Orders placed verbally or by telephone require our subsequent written confirmation for validity. The same applies to verbal ancillary agreements and changes to the contract.

(2) We are entitled to change the time and place of delivery as well as the type of packaging at any time by giving written notice at least 7 calendar days before the agreed delivery date. The same applies to changes to product specifications, insofar as these can be implemented within the framework of the supplier's normal production process without considerable additional expense. In such cases, the notification period pursuant to the preceding sentence shall be at least 14 calendar days. We will reimburse the supplier for any reasonable and verified additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided through a reasonable effort as part of the supplier’s normal production and business operations, the originally agreed delivery date will be postponed accordingly. Upon careful assessment, the supplier shall notify us in writing of the additional costs or delays in delivery to be expected in due time before the delivery date, but at the latest within three working days of receipt of our notification in accordance with sentence 1.

(3) We reserve the right to terminate the contract at any time by written notice stating the reason if we are no longer able to use the products ordered in our business operations due to circumstances occurring after conclusion of the contract. If this is the case, we will reimburse the supplier for the partial performance rendered.

§ 3 Prices, terms of payment, invoice details

(1) The agreed prices are fixed and exclude subsequent claims of any kind.

(2) Unless otherwise agreed in writing, the price shall include delivery and transport to the shipping address specified in the contract, including packaging.

(3) If the agreement excludes the price for the packaging and the remuneration for the packaging (which was not loaned) is not expressly determined, it shall be charged at the verifiable net price. At our request, the supplier shall take back the packaging at his own expense.

(4) After delivery, invoices must be submitted electronically to buchhaltung@alphalaser.de including all related documents and data. The invoices must be formatted appropriately.

(5) Unless otherwise agreed, we will pay the purchase price within 14 days of delivery of the goods and receipt of invoice with 3% discount or within 30 days net. Receipt of our transfer order by our bank shall be sufficient for our payment to be considered on time.

(6) Our order number, article number, delivery quantity, and delivery address must be stated in all order confirmations, delivery documents, and invoices. If one or more of these details are missing and cause a delay on our behalf in the course of our regular business operations, the payment periods stated in Paragraph 4 shall be extended by the period of the delay.

(7) In the event of an incorrect delivery, we shall be entitled to withhold payment pro rata until the order is properly fulfilled.

§ 4 Delivery time and delivery, transfer of risk

(1) The delivery period (delivery date or period) specified by us in the order or which is otherwise applicable in accordance with these General Terms and Conditions of Purchase shall be binding. Early deliveries are not permitted.

(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become evident that the delivery time cannot be met.

(3) If the day on which the delivery is to take place at the latest is discernible from the contract, the supplier shall be considered in default at the end of this day without requiring a further reminder from us.

(4) In the event of a delay in delivery, we shall be entitled without restriction to the statutory claims, including the right to withdraw from the contract and the claim for damages in lieu of performance after the fruitless expiry of a reasonable grace period.

(5) In the event of delays in delivery, we are entitled – after prior written warning to the supplier – to demand a contractual penalty in the amount of 0.5 %, maximum 5 %, of the respective order value for every commenced week of delay in delivery. The contractual penalty will be offset against the supplier's damage caused by delay.

(6) The supplier is not entitled to make partial deliveries without our prior written consent.

(7) Even if the shipment has been agreed, the risk shall not be transferred to us until the goods have been handed over to us at the agreed destination.

§ 5 Ownership protection

(1) We reserve the right of ownership or intellectual property to all orders, commissions and drawings, illustrations, calculations, descriptions, and other documents made available to the supplier by us. Without our express consent, the supplier may neither make them accessible to third parties nor use or reproduce them himself or through third parties. The supplier must return these documents to us in their entirety at our request if they are no longer required by him for regular business transactions or if negotiations do not lead to the conclusion of a contract. In this case, any copies made by the supplier must be destroyed. The only exceptions are storage within the scope of the statutory storage obligations and the storage of data for backup purposes within the scope of normal data backup.

(2) Tools, devices, and models which we make available to the supplier or which are manufactured for contractual purposes and charged to us separately by the supplier shall remain our property or become our property. They are to be identified by the supplier as our property, stored carefully, protected against damage of any kind, and used only for the purposes of the contract. They are to be identified by the supplier as our property, stored carefully, protected against damage of any kind, and used only for the purposes of the contract. Unless otherwise agreed, the contracting parties shall each bear half of the costs of their maintenance and repair. However, insofar as these costs are attributable to defects on such items manufactured by the supplier or attributable to improper use on the part of the supplier, its employees, or other vicarious agents, the costs shall be borne solely by the supplier. The supplier shall notify us immediately of damage to these items that can be characterized as significant. Upon request, the supplier shall be obliged to return the items to us in proper condition if they are no longer required by him for the fulfillment of the contracts concluded with us.

(3) The supplier's ownership reservation shall only apply insofar as it relates to our payment obligation for the respective products to which the supplier retains ownership. Expanded or prolonged reservation clauses are impermissible.

§ 6 Warranty claims

(1) In the event of defects, we shall be entitled to the statutory claims without restriction. The warranty period is two years, unless expressly agreed otherwise. This period begins with the handover of the delivery item to us or to the third party named by us at the place of receipt or use specified by us. In the case of devices, machines, and plants, the warranty period shall commence on the acceptance date stated in our written acceptance declaration. If acceptance is delayed through no fault of ours, the warranty period shall be two years after the delivery item has been made available for acceptance. The warranty period for replacement parts is generally four years after delivery, but two years after installation/commissioning.

(2) Quality and quantity deviations are considered to be made in due time if we notify the supplier within seven working days of receipt of the goods. Hidden material defects are considered to be made in due time if we notify the supplier within 21 working days of discovery.

(3) We do not waive any warranty claims by accepting or approving samples or the specimens submitted.

(4) Upon the supplier’s receipt of our written notice of defects, the limitation period for warranty claims shall be suspended until the supplier rejects our claims or declares the defect to be eliminated or otherwise refuses to continue negotiations on our claims. The warranty period for replaced and repaired parts shall restart in the event of a replacement delivery and rectification of defects, unless the supplier’s conduct leads us to believe that the supplier does not feel obligated to undertake the actions, but only made the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.

§ 7 Product liability

(1) The supplier is responsible for all claims asserted by third parties due to personal injury or damage to property which are attributable to a defective product delivered by him and is obliged to indemnify us against any liability resulting therefrom. If we are obliged to carry out a recall campaign against third parties due to a defect in a product supplied by the supplier, the supplier will bear all costs associated with the recall campaign.

(2) The supplier shall be obliged to maintain product liability insurance at his own expense with a coverage of at least €5,000,000 (five million) which, unless otherwise agreed in individual cases, does not need to cover the recall risk or any criminal or similar damages. Upon request, the supplier shall send us a copy of the liability policy at any time.

§ 8 Property rights

(1) The supplier shall guarantee that no industrial property rights of third parties in countries of the European Union or other countries in which he manufactures or has manufactured the products are infringed upon by products supplied by him.

(2) The supplier is obligated to indemnify us from all claims that third parties make against us for the infringement of industrial property rights referred to in Paragraph (1) and to reimburse us for all necessary expenses in connection with such claims. This claim is valid irrespective of any fault on the part of the supplier.

(3) Our further legal claims due to defects in title of the products delivered to us shall remain unaffected.

§ 9 Spare parts

(1) The supplier is obliged to keep spare parts for the products delivered to us in stock for a period of at least 10 years after delivery.

(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us, he shall inform us immediately after the decision to discontinue such production. Subject to Paragraph 1, this decision must be taken at least 4 months before production ceases.

§ 10 Confidentiality

(1) The supplier is obliged to keep confidential the terms and conditions of the order as well as all information and documents made available for this purpose (with the exception of publicly accessible information) for a period of 3 years after conclusion of the contract and to use them only for the execution of the order. The supplier shall return them to us immediately upon request after processing inquiries or after processing orders.

(2) Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit deliverables manufactured for us.

(3) The supplier shall oblige his subcontractors in accordance with § 10.

§ 11 Customs, origin, and export control

(1) The supplier shall comply with all applicable laws and regulations, in particular with respect to customs and export controls (including US and locally applicable export control laws) as well as all security and supply chain requirements.

(2) With the order confirmation, the supplier shall provide us in writing with all information and data which we require to comply with the applicable foreign trade law for exports and imports and, in the event of resale, for re-exports of the goods and services, in particular for each individual good/service:

• The statistical commodity code according to the current commodity classification of the external trade statistics and the HS (‘Harmonized System’) code
• All applicable export list numbers
• The export control classification number according to the US Commerce Control List (ECCN), if the product is subject to the US Export Administration Regulations
• The country of origin (non-preferential origin)
• If requested by the purchaser: supplier declarations on preferential origin (for European suppliers) or certificates on preferences (for non-European suppliers).

§ 12 Standards and regulations

All deliveries must comply with the current DIN and/or VDE standards as well as other industry or EU standards and regulations, unless expressly agreed otherwise in writing. Consequently, the supplier undertakes, among other things, to comply with the requirements of EU Regulation 1907/2006/EC (hereinafter “REACH Regulation”) and EC Directive 2011/65/EU (hereinafter “RoHS Directive”) in the version valid at the time of delivery and to fulfill all obligations incumbent on a supplier under the REACH Regulation and the RoHS Directive.

§ 13 Conflict minerals

The supplier is obliged to check that tantalum, tin, tungsten, gold (3TG) and cobalt, which may be contained in products, do not originate from restricted or sanctioned countries. The supplier complies with the Responsible Business Alliance Responsible Minerals Initiative regarding the responsible sourcing of the above minerals. It shall ensure that the entire supply chain complies with the regulations on the procurement of 3TG and cobalt. The supplier shall make its due diligence measures available on request.

§ 14 Dangerous goods

If the delivery contains goods which are classified as dangerous goods pursuant to international regulations, the contractor shall notify the purchaser thereof no later than upon confirmation of the order in a form agreed between the contractor and the purchaser.

§ 15 Place of performance, place of jurisdiction, applicable law

(1) The place of performance for both parties and exclusive place of jurisdiction for all disputes arising from the contractual relationship is Puchheim, Germany.

(2) The contracts concluded between us and the supplier are subject to the laws of the Federal Republic of Germany to the exclusion of the Convention on the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods).

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