General Terms and Conditions of Purchase (as of May 2026)

1. Validity of the Terms and Conditions of Purchase
   

   a.) General Terms and Conditions of Purchase The following Terms and Conditions of Purchase shall apply to all business relations between HegerFerrit and its business partners and suppliers, provided that the supplier is an entrepreneur within the meaning of § 14 BGB (German Civil Code).

   b.) Deviating provisions, in particular terms and conditions of sale, delivery and payment of the business partner or supplier, shall only apply if they have been confirmed in writing by HegerFerrit. This requirement of consent shall apply in any case, for example even if we accept the Seller’s deliveries without reservation in the knowledge of the Seller’s general terms and conditions.
   
   c.) With the first delivery on the basis of these Terms and Conditions of Purchase, the Supplier also recognizes the terms and conditions as agreed for all further contractual relationships in the respective current version.

   d.) If framework agreements have been concluded between the parties, these shall take precedence. They shall be supplemented by these Terms and Conditions of Purchase unless more specific provisions have been made therein. Contract amendments, supplements or verbal ancillary agreements shall only apply if they have been confirmed in writing by HegerFerrit.

2. Conclusion of the contract
   

   a.) Only written orders are valid. Fax and e-mail transmissions also satisfy the written form requirement in this sense. Only the content of the order shall count. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

   b.) The supplier must confirm the order in writing without delay, but at the latest within 3 days of the order date, stating the delivery date and the applicable prices, or execute the order without reservation by dispatching the goods if the delivery period corresponds to the delivery period stated in the order (acceptance). After expiry of this period, Heger Ferrit shall be entitled to revoke the order(s). Claims on the part of the Supplier due to effective revocation shall be excluded.

   c.) HegerFerrit reserves the right to withdraw from the order in the event of late acceptance.

   d.) HegerFerrit shall be entitled, even after conclusion of the contract, to demand changes to the delivery item if the deviations are reasonable for the Supplier.

   e.) The Supplier shall inform HegerFerrit about the placing of subcontracts. HegerFerrit reserves the right to object to the placing of subcontracts for good cause.

   f.) The supplier undertakes to provide the current safety data sheet in accordance with CLP Regulation (EC) No. 1272/2008 prior to delivery.

3. Prices, payment
   
   a.) The price stated in the order is binding.

   b.) Agreed prices are fixed prices and include all costs for packaging and transportation to the specified place of receipt or use. The prices quoted are net prices. If no prices are stated in the order, the prices requested by the Supplier must be notified to HegerFerrit in advance for approval.

   c.) Invoices are to be sent with all associated data and VAT statement after delivery, unless electronic transmission has been agreed.

   d.)HegerFerrit shall pay net within 30 days of receipt of goods and invoice.

   e.) HegerFerrit shall not owe any interest on arrears. The Seller’s claim to payment of default interest shall remain unaffected.

   f.) In the event of acceptance of premature deliveries, the due date shall be based on the originally agreed delivery date, unless the premature delivery is requested by HegerFerrit.

   g.) In the event of incomplete or defective delivery, HegerFerrit shall be entitled to withhold payment in full or in part until proper fulfillment. The Supplier shall only be entitled to rights of retention and set-off against claims of HegerFerrit with such claims which are recognized by HegerFerrit or have been legally established or are already ready for a decision.

4. Delivery dates and deadlines
   

   a.) The agreed delivery dates and deadlines are binding. The receipt of goods at HegerFerrit or at the agreed place of performance – to be determined by HegerFerrit in case of doubt – shall count as compliance.

   b.) The Supplier shall be obliged to inform HegerFerrit immediately in writing if circumstances arise or become apparent to it which indicate that agreed delivery dates cannot be met.

   c.) If the Supplier fails to meet delivery dates and deadlines for reasons within its sphere of risk, HegerFerrit shall be entitled to withdraw from the contract and/or claim damages after setting a default or grace period. In addition, HegerFerrit shall be entitled to demand a contractual penalty of 0.5% of the net order value per commenced week of delay, up to a maximum of 5% of the net order value. The contractual penalty paid shall be offset against a claim for damages.

   d.) If the Supplier fails to meet delivery dates and deadlines for reasons for which it is demonstrably not responsible, the contracting parties undertake to adjust the contract in good faith in accordance with the changed circumstances.

   e.) In this case, however, HegerFerrit shall be released from any obligation to accept the ordered delivery and shall be entitled to withdraw from the contract to the extent that the delivery can no longer be utilized by HegerFerrit from an economic point of view as a result of the lapse of time.

   f.) Partial deliveries are only permitted after consultation.

   g.) Retention of title is not agreed.

5. Procurement of energy services, products and facilities
   

   In accordance with HegerFerrit’s energy management system in accordance with DIN EN ISO 50001, we would like to point out that the evaluation of the procurement of energy services, products and facilities that have or may have an impact on significant energy consumption is partly based on energy-related performance. This means that energy efficiency is also a decision-making criterion in procurement and ordering.

   In this respect, energy efficiency must be taken into account when preparing a quotation and, where possible, the most efficient solution must always be offered in addition to the most cost-effective solution.

   Electric drives (electric motors) may only be offered and supplied in accordance with efficiency classes IE2 to IE4 of the IEC 60034 standard. Any deviation from this may only be made with the written approval of Heger. The cost/benefit ratio must be considered on a case-by-case basis.

   Electrical components must be labeled in accordance with the latest energy efficiency standards.

6. Transfer of risk/packaging/insurance
   

   a.) Delivery shall be made in accordance with Incoterms 2010, DDP, to the contractually agreed place of receipt or use.

   b.) The supplier shall pack the items to be delivered in such a way as to prevent damage in transit.

   c.) In the event of weight differences, the values determined by our weighing department shall apply. In the case of loose goods such as scrap, a weighing card from the supplier is also required. In the event of significant deviations in the quantity or weight of the delivery, we may refuse acceptance and payment.

7. Notification of defects
   

   a.) HegerFerrit shall inspect the delivered products in accordance with its obligation to inspect and give notice of defects within the meaning of § 377 HGB (German Commercial Code) within a period of two weeks from delivery of the goods. If the function and freedom from defects of the delivered product can only be determined without unreasonable effort during its installation or during commissioning and/or acceptance of the finished product, the inspection may also be carried out later on one of these occasions.

   b.) If a special quality assurance agreement has been concluded between the Supplier and HegerFerrit, the duty to inspect shall be limited to transport damage, identity and quantity checks and to the inspection specified in the quality assurance agreement or, in the event that the quality assurance agreement does not contain any provision in this regard, to a reasonable random functional check. The same shall apply if the Supplier is certified in accordance with ISO 9000 ff., has advertised this certification and has not made it clear to HegerFerrit in writing within a period of one week after conclusion of the contract that this significance should not be linked to the certification.

   c.) Any defects discovered must be reported within two weeks of delivery of the goods to the place of destination.

   d.) The Supplier shall waive the objection of delayed inspections and/or complaints insofar as HegerFerrit has fulfilled its obligations in accordance with the above clauses 1 to 2.

8. Warranty/ Guarantee
   
   a.) The supplier guarantees that all deliveries/services comply with the latest state of the art, the relevant national, European and international legal provisions and the regulations and guidelines of authorities, professional associations and trade associations. If the products supplied do not comply with the guarantee given, the Supplier shall be liable for all resulting damage, including consequential damage. HegerFerrit shall be entitled to demand that the Supplier submit certificates of quality relating to the delivery items free of charge.

   b.) In the event of unaltered resale or installation of the delivery items in HegerFerrit products, the warranty period shall commence at the time of delivery to the customer or at the time of commissioning of the products by the end user.

   c.) This shall not affect any rights of recourse of HegerFerrit against the Supplier in the event of a consumer asserting warranty claims against his contractual partner to take back the goods or reduce the purchase price. In this case, the special provisions for the purchase of consumer goods pursuant to §§ 478, 479 BGB shall apply.

   d.) If material defects occur in deliveries during the warranty period, the Supplier shall provide subsequent performance, at HegerFerrit’s option by repair or replacement delivery of a defect-free item. Claims of HegerFerrit for damages or compensation for futile expenses shall remain unaffected. All costs necessary for subsequent performance, replacement delivery or repair (e.g. personnel and material costs, transportation, necessary recall, costs of legal action) shall be borne by the Supplier.

   e.) If HegerFerrit’s claim for subsequent performance is not fulfilled within the set deadlines, the subsequent performance shall be deemed to have failed and HegerFerrit shall be entitled to remedy the defect itself or have it remedied by third parties at the Supplier’s expense and risk, without this affecting the Supplier’s liability for material defects in other respects.

9. Product Liability
   a.) The Supplier shall be obliged to compensate HegerFerrit for any damage incurred by HegerFerrit due to a defect in the delivered goods. If claims are asserted against HegerFerrit under the provisions of domestic or foreign product liability regulations due to the defectiveness of the product which are based on defects in the goods delivered by the Supplier, the Supplier shall be obliged to indemnify HegerFerrit against all claims which are attributable to a defect in the parts delivered. In addition to compensation payments to third parties, the Supplier’s obligation to pay compensation shall also include the costs of legal defense, recall costs, installation and removal costs as well as the administrative and other expenses incurred by HegerFerrit for the settlement of claims.

   b.) The Supplier shall be obliged to take out product liability insurance to a suitable extent at its own expense, which shall also – if and insofar as insurable – cover the recall risk, and to provide evidence of this to HegerFerrit on request.

10. Confidentiality, models, tools, data protection
    
    a.) The Supplier is obliged to treat the conclusion of the contract confidentially. All commercial and technical details as well as operating procedures which have become known to him through the business relationship with HegerFerrit shall be kept secret as business secrets as long as they have not become generally known. The Supplier shall contractually impose the confidentiality obligation, which shall also apply beyond the termination of the contract, on its employees, subcontractors or other agents in the same form.

    b.) Objects, such as in particular tools, molds, devices, models, matrices, templates, samples and other means of production, which have been made available to the Supplier by HegerFerrit, shall remain the property of HegerFerrit. If the aforementioned items are manufactured for HegerFerrit, they shall become the property of HegerFerrit as soon as they are created or manufactured, whereby the Supplier shall act as the intermediary in possession. The same shall apply to drawings, methods of analysis and procedures communicated.

    c.) The aforementioned objects, documents and procedures may only be made available or otherwise made accessible to third parties with the prior written consent of HegerFerrit. The prerequisite for consent is notification of the intended use and the recipient.

    d.) The Supplier shall be obliged to use the tools owned by HegerFerrit exclusively for the manufacture of the goods requested by HegerFerrit and to insure them against fire, water damage and theft at its own expense. The Supplier shall carry out any necessary maintenance and inspection work on the tools at its own expense.

    e.) The Supplier is aware that its personal data will be stored by HegerFerrit on data carriers.

11. Property rights
    
    a.) The Supplier shall be liable for damages resulting from the infringement of industrial property rights and/or applications for industrial property rights when the delivery items are used in accordance with the contract.

    b.) If claims are asserted against HegerFerrit or HegerFerrit’s customers by third parties, the Supplier shall indemnify them against all claims arising from the use of such industrial property rights on request. The Supplier’s obligation to indemnify relates to all expenses incurred by HegerFerrit or HegerFerrit’s customers from or in connection with the claim by the third party. This includes in particular the costs of legal defense and representation as well as all costs of a necessary replacement procurement.

    c.) The Supplier’s obligation to indemnify shall not apply if the delivery items were manufactured according to drawings, models or other equivalent descriptions or information provided by HegerFerrit in ignorance of the industrial property rights of third parties. This shall not apply in the event of grossly negligent ignorance on the part of the Supplier. Insofar as the Supplier is not liable in accordance with Clause 3, HegerFerrit shall indemnify it against third-party claims.

    d.) The supplier shall notify us in writing of the use of published, own unpublished or licensed industrial property rights of third parties or of applications for industrial property rights at the latest before the conclusion of the contract negotiations. The supplier shall have no additional claim to remuneration due to the use of its own or third-party industrial property rights or applications for industrial property rights through the use of the delivered parts.

    e.) The limitation period for the claims against the supplier mentioned under 9. is 10 years, calculated from the conclusion of the contract.

12. Safety regulations
    

    a.) The supplier shall comply with the recognized rules of technology, the safety regulations and the state of the art or the agreed technical data or limit values for its deliveries. In particular, DIN, EN, ISO, VDE, EC directives (e.g. EC Machinery Directive) and other relevant regulations must also be observed.

    b.) The Supplier undertakes to use only materials that comply with the applicable statutory safety requirements and regulations, in particular for restricted, toxic and hazardous substances. The same applies to environmental protection regulations and regulations in connection with electricity and electromagnetic fields.

    c.) If the Supplier’s products do not meet the requirements set out in clauses 1 to 2, HegerFerrit shall be entitled to withdraw from the contract. Any further claims for damages shall remain unaffected.

    d.) HegerFerrit must be notified of any intended changes to the delivery item. They shall require the written consent of HegerFerrit.

13. Quality and documentation
    
    a.) The scope of delivery shall include, without separate charge, the product-specific and/or technical documentation, the declaration of conformity and other documents and certificates required for the ordered item or its use as well as the necessary markings of the parts (brands, manufacturer’s mark, order number, article number, serial number, etc.) and/or their packaging.

    b.) The costs for declarations of conformity shall be borne by the Supplier. The declarations of conformity shall be submitted immediately in German at the request of HegerFerrit.

    c.) Irrespective of this, the Supplier must constantly check the quality of the delivery items. It must notify HegerFerrit immediately of any possible improvements. This applies in particular to safety-relevant components. The Supplier shall be obliged to check the design for manufacturability and to carry out a plausibility check. The Supplier shall notify HegerFerrit immediately of any recognizable errors in the specifications and foreseeable complications.

    d.) a) If minimum and/or maximum values of parameters are specified in the order, the specified maximum values must not be exceeded in any area of the workpiece or product, and the specified minimum values must not be undercut in any case and at any point.

    e.) b) This must be ensured and documented by means of suitable testing and measuring procedures.

    f.) c) HegerFerrit may request disclosure of the results of this review in writing at any time and at no additional cost.

    g.) The supplier must subject safety-relevant parts to a test, which must be documented. He shall keep special records of when, how and by whom the delivery items have been tested for these properties. This also applies to the test results. Safety-relevant parts that are identified as such in the product-specific or technical documentation or on the basis of separate agreements, or whose safety relevance is obvious, are subject to testing. The test documents must be kept for 10 years and presented to HegerFerrit free of charge on request. The Supplier shall oblige upstream suppliers to the same extent by written contract within the scope of the statutory possibilities.

    h.) As far as authorities responsible for production safety, production labeling,

    If HegerFerrit is responsible for the inspection of the production process and the inspection documents of HegerFerrit in order to verify certain requirements, the Supplier declares to HegerFerrit that it is prepared to grant HegerFerrit the same rights in its plant and to provide reasonable support in this respect.

14. Auditing
    a.) HegerFerrit shall be entitled to carry out an audit of the Supplier itself or have it carried out by an expert of its choice. This shall include a review of the Supplier’s operating and quality assurance system and a subsequent evaluation. The findings obtained in this process shall form the basis for further contract awards and for the internal classification of the company (rating) by HegerFerrit.

     

    b.) HegerFerrit shall be entitled to carry out notified inspections of the Supplier’s ongoing business operations in order to monitor quality assurance measures.

    c.) HegerFerrit has a right to inspect the supplier’s documents, provided it can demonstrate a reasonable legitimate interest. Such a legitimate interest shall be deemed to exist in particular if knowledge can be gained that allows the necessity and scope of a recall to be assessed.

15. General provisions

    
    a.) If the supplier suspends its performance, if insolvency proceedings are applied for against its assets, or if judicial or extrajudicial composition proceedings are applied for, SLR shall be entitled to withdraw from the unfulfilled part of the contract.

    b.) The invalidity of individual clauses shall not affect the validity of the remainder of the Terms and Conditions of Purchase. The contracting parties are obliged to replace ineffective provisions with provisions that are equivalent in economic effect. The same shall apply in the event of a loophole.

    c.) The law of the Federal Republic of Germany shall apply, to the exclusion of the Hague Convention on Contracts for the International Sale of Goods. The contractual, procedural and court language is German.

    d.) The application of the United Nations Convention on Contracts for the International Sale of Goods (CSIG) is excluded.

    e.) The place of performance for our services shall be the place of the supplying plant; for payment obligations, the place of performance shall be the place of the respective supplying plant.

    f.) The place of jurisdiction is Kaiserslautern, Germany. However, HegerFerrit may, at its discretion, also sue the Supplier at its registered office or at the place of performance.