For suppliers

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General purchase conditions
The Stoelzle Lausitz Group (version 03.2023)

1. Scope of the terms and conditions

1.1. These general purchasing conditions (hereby briefly "AGB") are integrating part of all orders that are delivered to the delivery of goods or the provision of services to the Stölzle Lausitz GmbH Berliner Straße 22-32, D-02943 WhiteWater, Germany, and/or to the Stoelzle Lausitz Poland Sp.Z O.O, Ul. Powstancow Slaskich 2-4, PL-5333 Wroclaw, Poland (the ordering company in the following briefly "Stoelze")).

Contract conditions or other regulations of the supplier deviating from these terms and conditions only apply if Stoelzle has expressly recognized them in a single business case and only for the business for which the contractual conditions or other regulations of the supplier have been recognized. If the supplier refers to his contractual terms in an offer or an order confirmation, this expressly does not lead to their applicability; In this case, these terms and conditions of Stoelzle apply without restrictions.

1.2. People who have received business deals for the supplier or accept orders are considered authorized to accept these terms and conditions for the supplier and to apply them in this regard.

2. Contract conclusion, resignation

2.1. A conclusion of a contract is legally effective with the written order by Stoelzle. Offers of the supplier are binding for it and, as well as in the course of the business initiation, oblige information, information and other announcements Stoelzle not to conclude the contract or to pay any costs. If a order placed by Stoelzle is not contradicted by the supplier at the latest within 5 working days, this is deemed to have been assumed.

2.2. Insofar as the provisions of the Incoterms 2020 apply to the interpretation of the Incoterms 2020 in the orders of Stoelzle or other correspondence with the supplier.

2.3. Stoelzle is entitled to withdraw from the contract in whole or in part, without the supplier that the supplier has given the name, if, in particular (i) one of their customers for reasons of changing the model or other constructive technical changes or from other, from Stoelzle or the supplier Retailed by the order placed on Stoelzle, or restricts the scope of order or if (II) the contractually agreed Quality standards are persistently not met by the supplier or if (III) about the assets of the supplier or that of its front suppliers an insolvency proceedings are opened.

3. Performance content

3.1. The individual contract concluded between Stoelzle and the supplier is primarily decisive for the performance content.

3.2. In addition, the performance content includes, each without the supplier's separate claim for pay,

• the inserting of plans and documentation in the scope desired by Stoelzle;
• the provision of material test certificates and declarations of conformity;
• the sending of material samples and patterns of the delivery item;
• shipping to the work of Stoelzle or to the otherwise specified destination including discharge; as well as
• The packaging of the delivery item in suitable for transport.

4. Quality and environment

4.1. The supplier has to produce the delivery item in such a way that this is perfect for the usually required purpose for the assistant or the nature of the business. The supplier has to obtain knowledge of all necessary circumstances. For the destination of the delivery item and which are based on the execution, quality and security of laws and regulations (such as provisions regarding occupational safety, machine protection devices and electrical engineering), guidelines, standards (such as harmonized European standards, DIN standards and VDE standards), regulations, Rules of technology and official requirements as well as CE labeling must always be observed. The technical delivery regulations existing for machine and plant deliveries for Stoelzle are followed up on request and can be called up at www.stoelzle-lausitz.com. Stoelzle reserves the right to request a test report of an independent position as part of the documentation via the provisions compliant in accordance with the provisions; Stoelzle is responsible for choosing the test center.

4.2. The quality and freedom of defect of the delivery item must be secured by the supplier in such a way that suitable tests and controls are carried out before and during production. These exams are to be documented. In any case, Stoelzle is entitled, but not obliged to carry out such exams and controls in the supplier's producer. The supplier will complete a quality assurance agreement with Stoelzle, insofar as Stoelzle believes this is necessary. If initial or failure patterns are agreed or necessary, the supplier may only begin to manufacture series production if the express written approval is expressed on the part of the express written approval.

4.3. The supplier will take all environmental and energy aspects into account within the framework of its operational processes. The supplier is aware that these aspects of Stoelzle were taken into account when evaluating the supplier's offer and when placing the order.

5. Order processing

5.1. The order number of Stoelzle is to be mentioned in all documents relating to the order; In case of doubt, notices are not received and invoices cannot be paid for in case of doubt.

5.2. In the case of work for Stoelzle or third parties, which the supplier carries out on the Stoelzle company premises, the supplier has his people or other representative to observe the statutory and company accident prevention and fire protection regulations, the recognized safety and occupational medical rules as well as the general and special company requirements to stop from Stoelzle. The written instructions existing for this in Stoelzle will be followed by the supplier on request and can be called up at www.stoelzle-lausitz.com. The supplier releases Stoelzle from any liability for personal or property damage that the supplier or their people or other representatives arise on the company premises of Stoelzle, unless damage to stoelzle or their employees or the representative is caused. Before the start of work, it is essential to connect with the specialist for occupational safety from Stoelzle.

5.3. If Stoelzle is in custody property, which is located in connection with the execution of orders by the supplier on the Stoelzle company site, Stoelzle is only liable for intent or gross negligence in the event of loss and damage.

5.4. If the supplier claims aid in the course of the provision of Stoelzle's performance (unloading aids, assistants, provision of tools, energy and the like), he has to pay appropriate compensation to Stoelzle.

6. Delivery, delay, force majeure

6.1. Agreed delivery dates, periods, and scope as well as possible divisions in partial deliveries are binding for the supplier. This applies to the production of the delivery item as well as to the preparation of the associated technical documentation as well as the administrative and shipping papers. Stoelzle is entitled to carry out the reasonable order changes with regard to construction, execution or delivery time. Effects of such changes are to be regulated appropriately.

6.2. Agreed delivery times begin with the day of the order or, if Stoelzle reserved the call, with it. The entrance to the delivery item at the reception center named by Stoelzle is decisive for compliance with the delivery date or the delivery period.

6.3. Partial deliveries are not permitted, subject to the opposite written agreement. Stoelzle is not obliged to accept traditions. Stoelzle is entitled to return or store deliveries that are provided before the agreed date at the expense and risk of the supplier.

6.4. The order placed may not be passed on by the supplier without the written consent of Stoelzle either partly or completely to sub -suppliers or other third parties.

6.5. If a delivery date is not complied with, regardless of what the delay has occurred, Stoelzle is entitled to resist either from the contract or partially (II) or to fulfill the contract. In any case, Stoelzle is entitled to either the damage caused by the delayed or failed delivery (II) in full (II) or a contractual penalty, which is actually caused by the delayed or failed delivery (including any coverage) in full (II) or a contractual penalty. desire whose amount in the absence of a different agreement in the individual contract with the supplier 5% of the The total value of the order for each completed delay week and a maximum of 10% of the total order value. The acceptance of a late delivery or performance by Stoelzle does not mean a waiver of claims for compensation.

6.6. In the event of complaints from Stoelzle with regard to delivery date, delivery periods, or scope of delivery, the supplier is in any case obliged to immediately take remedies and report stoelzle in writing within 12 hours.

6.7. The supplier is obliged to inform Stoelzle in writing immediately about all circumstances, which could make a proper order fulfillment by the supplier difficult, impossible or delay.

6.8. In particular, the following events apply if they occur or delay or delay the contractual obligations of Stoelzle or a third supplier: War; Risk of war; Revolt; Blockade; Seizure; Embargo; Convaluation of the staff on military service; Foreign reservations; Export and import bans or restrictions; Energy supply bottlenecks; Industrial action; General scarcity of staff, means of transport and raw material; Water shortage; Fire; Floods; Storm; Railway blocking; Non -delivery, poor or late delivery of raw material and other aids for production; operational reductions or cancellation on the side of the customer of the delivery caused to Stoelzle; as well as other circumstances that are not to be represented by Stoelzle. In the event of force majeure, Stoelzle is entitled to either postpone the fulfillment of your contractual obligations or to explain the withdrawal of the contract immediately or at a later date. The supplier is not entitled to make claims for compensation from this contracting or cancellation, of whatever kind, against Stoelzle. Stoelzle will immediately inform the supplier of the occurrence of an event of force majeure and about their further contract intentions. If there is a case of force majeure on the part of a third -party supplier, the obligation to communicate to the supplier is sufficiently met by forwarding the third supplier's notification. If necessary, the supplier will properly store the goods until Stoelzle is taken over at its expense and danger.

7. Shipping, packaging

7.1. Deliveries without the shipping documents required in the orders are not considered an order fulfillment and are either sent back at the expense and risk of the supplier or stored until the missing documents are arrived. In the case of delivery items with dangerous ingredients, the supplier will always contribute a safety data sheet. If deliveries are intended for export, the supplier is obliged to submit a written statement on the customary origin of the delivery items and to send them to Stoelzle at the latest with the first delivery.

7.2. Subject to the opposite written agreement, all deliveries "Frei Work" of the reception center (DDP) named by Stoelzle, including proper packaging, willingness, insurance and other expenses, must be brought about. The supplier bears any danger until the delivery item is accepted by Stoelzle or their representative in the place where the delivery must be achieved in accordance with the order. Deliveries are only taken over at the reception center during ordinary business hours.

7.3. All deliveries are to be packed according to transport; Any packaging instructor on the part of Stoelzle is an unconditional consequence. Packaging wood has to meet the current EC phytosanitarian requirements. Empty containers or packaging material are not returned by Stoelzle, provided that there is no corresponding note in the invoice and in the supplier's goods. At the request of Stoelzle, packaging must be withdrawn from the supplier free of charge and utilized in an environmentally friendly manner. Special packaging that Stoelzle makes available to the supplier remain the property of Stoelzle; The supplier is liable to Stoelzle in the event of damage or loss of special packaging.

8. Handover and transfer of danger

8.1. The handover of the delivery item to Stoelzle is in such a way that Stoelzle takes over it by representative. If the supplier has to assemble or edit the delivery item at the destination, the handover only takes place after this work has been completed, at most after carrying out a trial run, if such a more has been agreed or is common.

8.2. The danger to damage or loss of the delivery item only passes to Stoelzle with the handover of the same.

8.3. A takeover of the delivery item by Stoelzle does not mean the recognition of the contractual conformity of a delivery and therefore no waiver of Stoelzle on claims for poor, late or otherwise non -order -compliant delivery.

9. Prices

9.1. Subject to the opposite written agreement, all prices are unchangeable fixed prices that are not allowed to experience an increase for any reason.

10. Accounting, payment

10.1. Invoices are to be sent in digital copy to Stoelzle (bill@stoelzle-lausitz.de). The order number and order date must be specified in every invoice, the statutory VAT is shown separately.

10.2. All invoices of the supplier are permitted within 14 days of accounting or goods (depending on what will take place later) with a 3% discount or within 45 days of accounting or goods (depending on what will be done within 14 days of accounting or goods due to a lack of compelling legal regulation. later) is due free of charge for payment. Acceptance will only be accepted by arrangement by Stoelzle.

10.3. Payments are made in euros. If another currency has been agreed, the euro equivalent applies on the day of the order. Expenses in connection with transfers, documentary -link or documentary acquisitions are at the expense of the supplier.

10.4. Payment does not mean the recognition of the contractual conformity of a delivery and therefore no avoidance of Stoelzle for claims for defective, late or otherwise non -order -compliant delivery.

10.5. Stoelzle is entitled to further sell deliveries, or process or otherwise put them on the market before paying in ordinary business transactions.

10.6. Without the written consent of Stoelzle, the supplier is not entitled to cede, pledge or dispose of claims that are entitled to Stoelzle.

10.7. In the event of culpable payment, Stoelzle provides default interest of 1% above the valid 3-month Euribor. Mind and collection expenses are not replaced.

10.8. Stoelzle is entitled to offset payment obligations to the supplier with the names of counterclaims as always from other business relationships with the supplier.

11. Guarantee

11.1. In the sense of expressly guaranteed properties, the supplier guarantees that each delivery corresponds to all requirements and all legal regulations and norms, it is carried out properly and corresponds to the properties that are usually required or the nature of the business.

11.2. The guarantee period is 24 months; If the delivery item is sold by Stoelzle to a third party, whether in a processed or processed or in unchanged condition, the guarantee period at least corresponds to the warranty period agreed between Stoelzle and the third. The guarantee period begins (i) in principle with the transfer of the goods or performance to Stoelzle in accordance with point 8, in the case of hidden defects with recognizability of the same, (II) for devices, machines and systems with the acceptance date, which is mentioned in the written declaration of acceptance of the Stoelzle, (iii) for spare parts with commissioning the same. The guarantee period is extended to the duration of a defect check and/or removal of defects, during which delivery parts could not be used or could not be used. The guarantee period begins at this time for repaired or alternatively delivered parts. Stoelzle is expressly exempt from an immediate obligation to check; Stoelzle's complaints are considered on time if the supplier is communicated in writing to the supplier within the open warranty period. Claims as a result of poor delivery expire within 3 years after written notice of defects.

11.3. If an input control exceeding the usual extent is necessary as a result of defective delivery, the supplier bears the costs for this.

11.4. In the event of defective delivery, Stoelzle is entitled to whether the defect is subject to the entire delivery or only parts of this, whether the defect is essential or insignificant, lifting or uncomfortable (Improvement) to request (II) if the supplier is delayed with the improvement with the improvement, the defects found, but at the expense of the supplier to remedy or to be remedied by third parties and (III) if the exchange or improvement is impossible or for Stoelzle are associated with disproportionate effort, to request price reduction or to partially withdraw from the contract for entirety or only if the deficiency is not simply slight. Stoelzle can demand that the supplier will withdraw deficiency deliveries at the latest within 8 days of notification at the latest at his expense and danger, otherwise the supplier will be charged to the supplier.

11.5. Even in the event of a slight negligence, the supplier is liable for all stoelzle as a result of poor delivery of adult damage. The supplier expressly notes that Stoelzle, as a supplier of manufacturing companies with multi-layered work processes, can make extensive or poorer-related warranty and compensation obligations in the event of late or poor delivery. Insofar as delivered goods or services are determined unchanged or in a formed or processed form for delivery to such buyers, the warranty and compensation conditions agreed with these customers are also part of the contractual relationship between Stoelzle and the supplier. Stoelzle will grant the supplier to the warranty and compensation conditions that are applicable in relation to the employees concerned at any time. The supplier will always keep Stoelzle in the event of late, deficient or otherwise non-order-compliant delivery with regard to justified claims of such buyers and expressly dispenses with the objection of the lack of predictability of such damage consequences.

11.6. With every delivery item, the supplier must name all of the available suppliers, manufacturers and importers in the shipping indicator at the latest as part of the shipping indicator, each with importers, each stating the company designation and seat.
The supplier is aware of the company object of Stoelzle. Even if Stoelzle has or processes the delivery item into a new product, it has to meet the safety claims that are associated with the use of the product - with which can be calculated cheaply.
The supplier must immediately inform Stoelzle in writing if the delivery item cannot offer the security determinations required by the compelling legal regulation or official order.
If the supplier is claimed in court or out of court to compensation in individual cases in individual cases, he must immediately inform Stoelzle in writing.
If Stoelzle is used in individual cases, relevant product liability provisions,

•  If the supplier to Stoelzle has to immediately subsequently include all information and documents that are necessary and expedient to prove the exclusion of liability towards the injured party;
• the supplier for recourse claims from Stoelzle is also liable if he only appears as an importer or dealer of the product;
• If the supplier's obligation to pay compensation extends to property damage that Stoelzle suffers as an entrepreneur, with conflicting free drawings are not permitted;
• If Stoelzle is entitled regardless of the contrary product liability provisions, after Stoelzle made payment within 3 months or was legally condemned to regress such payment from the supplier;
• Despite the contrary product liability, the supplier has to prove the error -freedom of the delivery item;
• If Stoelzle's recourse claims against the supplier also comprise all process costs and other effort associated with the event of damage; and
• If Stoelzle's claims for damages and regressions against the supplier are not dependent on a complaint of the error.

The supplier is obliged to insure all the claims of Stoelzle and third parties resulting from a product liability, otherwise to be compatible, otherwise adequate, and to prove this on request.

12. Manufacturing documents, shapes, tools, devices

12.1. Patterns, models, drawings, clichés and other helps, as well as shapes, tools and devices, which are created at the expense of Stoelzle, remain material and mental, freely available property of Stoelzle and must be identified as such. Drawings may not be reproduced or other in any other way without the approval of Stoelzle. Such wires and devices may be used without exception to execute the orders placed by Stoelzle and in particular non -business third parties may not be accessible or otherwise left. Such wires and devices must be insured by the supplier to the replacement value and, after delivery of the order to Stoelzle, free of charge and in order to put it in proper condition, taking into account the ordinary wear. The supplier's rights of retention in this regard are excluded.

12.2. The supplier ensures that by the delivery, the assumption, the use, the use and any other disposal of the delivery item, no third-party property rights are violated at home and abroad and will always release Stoelzle from all third-party claims. In the event of the non -encouragement of this warranty allowance, the contract products are considered defective and result in the legal consequences that are exploited under point 11 of these terms and conditions.

13. Intimate posture

13.1. The supplier is obliged to protect the resulting work and the associated procedures and the associated procedures as well as all related technical and commercial documents and facilities, provided that the order fulfillment does not necessarily require the strictest silence. The supplier will involve all third parties dealt with with the order fulfillment, while maintaining their own obligation to maintain their own confidentiality.

14. Data protection, processing and use of data

14.1. By accepting the order, the supplier Stoelzle gives its consent to the electronic processing of the personal data incurred in connection with the business relationship. Stoelzle processes the transmitted prospective customers, suppliers and customer information exclusively to carry out the previously negotiated framework or individual contracts. The storage of interested parties, suppliers and customer information is only used to contact the people responsible from the areas of purchasing, finance, logistics or operations for purchasing products and services as well as for services. For example, affected people can contact Stoelzle at any time to provide information about the contact details you have stored-under the following email address: Datenschutz.stl@stoelzle-lausitz.de

14.2. The supplier undertakes to comply with the relevant data protection regulations, in particular the provisions of the General Data Protection Ordinance (GDPR) and the Federal Data Protection Act (BDSG-Neu) when providing the contractual service. Without prejudice to the other regulations in this number 14, it is responsible for the lawful handling of the personal data that we provide to the provision of the services inherent. The supplier is also responsible for compliance with the formal data protection regulations (e.g. naming a data protection officer, carrying out a data protection consequence of the consequences of processing).
The supplier undertakes to process the personal data provided by Stoelzle exclusively in a lawful and transparent manner, in good faith and only for the provision of contractual services. A further use of the data, in particular such for your own purposes of the supplier or for the purpose of third parties, is not permitted. Furthermore, the supplier will limit the processing to the absolutely necessary level in terms of content and time and to ensure the correctness of the data and its integrity and confidentiality.
The supplier undertakes to take technical and organizational measures to the preservation of confidentiality, availability, integrity and authenticity of the personal data made available to him by Stoelze to the extent provided by the relevant data protection regulations. This obligation also includes measures to ensure data protection through technology (privacy-by-design) and data protection-friendly default settings (privacy-by-default).
The supplier undertakes to use only employees to provide the contractual services that are familiarized by suitable measures with the legal regulations on data protection and the special data protection requirements of our orders and orders, as far as they are not already adequate statutory confidentiality obligations, comprehensively in writing Confidentiality (formerly data secret) were obliged.
If the processing of personal data is carried out as order processing, the parties must immediately conclude a contract for order processing in accordance with the statutory provisions of Art. 28 GDPR.

14.3. A naming of Stoelzle by the supplier for advertising purposes requires the prior written consent of Stoelzle.

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

15.1. The place of performance for all deliveries and services is the company's headquarters of the ordering company of Stoelzle, where all current and future claims from Stoelzle must be met with the supplier.

15.2. All contracts with the supplier and all claims are subject to the material law applicable at the company's headquarters of the Stoelzle company, to exclude its references. The provisions of the United Nations' Convention on International Buy of War are excluded.

15.3. For all current and future claims from contracts with the supplier, the exclusive jurisdiction of the court for the company's headquarters of the ordering company of Stoelzle is agreed locally and objectively. However, STO is entitled to assert claims against the supplier before the court responsible for its company headquarters. After the election of Sto, with the exclusion of the ordinary legal process, all disputes arising from contracts with the supplier are finally decided by the international arbitration institution of the Austrian Chamber of Commerce (VIAC), even according to the arbitration regulations (Viennese rules). The language to be used in the arbitration process is German, the arbitration is Vienna. The supplier refrains from arbitrating an arbitration, for whatever reason, to contest or desire to do an ordinary court or to desire.

16. If individual provisions of the terms and conditions are or are ineffective or partially ineffective, the other provisions and the validity of the general terms and conditions remain unaffected as such.