General Terms and Conditions of Purchase (GTC)

§ 1 Validity

(1) These General Terms and Conditions of Purchase (GTC) apply to all business relationships with our business partners and suppliers (“Seller”). The GTC only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law.

(2) The General Terms and Conditions of Purchase apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether the seller produces the goods himself or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Purchase apply in the version valid at the time of the buyer’s order or in any case in the version last communicated to the seller in text form as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) These General Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary General Terms and Conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This consent requirement applies in all cases, for example even if the Seller refers to its General Terms and Conditions in the order confirmation and we do not expressly object to them.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order take precedence over the AEB. In case of doubt, commercial clauses are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications by the seller in relation to the contract (e.g. setting a deadline, reminder, withdrawal) must be made in writing. Written form within the meaning of these General Terms and Conditions of Purchase includes written and text form (e.g. letter, email, fax). Legal formal requirements and other evidence, particularly in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of contract

(1) Our order is deemed to be binding at the earliest when it is submitted in writing or confirmed in text form by email. The seller must inform us of any obvious errors (e.g. spelling and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract is deemed not to have been concluded.

(2) The seller is obliged to confirm our order within one week in writing or in text form by email (acceptance). A delayed acceptance is considered a new offer and requires acceptance by us.

§ 3 Delivery time and delay in delivery

(1) The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it is two weeks from the conclusion of the contract. The seller is obliged to inform us immediately in writing if he is unlikely to be able to meet the agreed delivery times - for whatever reason. Early deliveries are not permitted without express consent.

(2) If the seller does not provide his service or does not do so within the agreed delivery time or if he is in default, our rights - in particular the right to withdrawal and compensation - shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 remain unaffected.

(3) If the latest date on which delivery must take place can be determined on the basis of the contract, the Seller shall be in default at the end of that day without the need for a reminder from us.

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

§ 4 Performance, delivery, transfer of risk, delay in acceptance

(1) The Seller is not entitled to have the service owed by him performed by third parties (e.g. subcontractors) without our prior written consent. The Seller bears the procurement risk for his services unless otherwise agreed in individual cases (e.g. limitation to stock).

(2) Delivery within Germany is free of charge to the location specified in the order unless otherwise agreed in writing. If the destination is not specified and nothing else is agreed, delivery must be made to our place of business at Dirnismaning 34 D 85748 Garching near Munich. The respective destination is also the place of performance for delivery and any subsequent performance (obligation to deliver).

(3) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order ID (date and number). If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding shipping notice with the same content must be sent to us separately from the delivery note.

(4) The risk of accidental loss and accidental deterioration of the item passes to us upon handover at the place of performance. If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services also apply accordingly in the event of acceptance. It is equivalent to handover or acceptance if we are in default of acceptance.

(5) The statutory provisions apply to the occurrence of our default in acceptance. The seller must, however, expressly offer us his service even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we default in acceptance, the seller can demand compensation for his additional expenses in accordance with the statutory provisions (Section 304 of the German Civil Code). If the contract concerns an irreplaceable item to be manufactured by the seller (custom-made item), the seller is only entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

§ 5 Prices and payment conditions

(1) All prices include statutory sales tax unless this is stated separately. The seller must actively inform Wundermix GmbH of any price reductions.

(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. In the case of bank transfer, payment is made on time if our transfer order is received by our bank before the payment deadline expires; we are not responsible for delays caused by the banks involved in the payment process.

(4) We do not owe any interest on the due date. In the event of late payment, we owe interest on arrears amounting to (five) percentage points above the base interest rate in accordance with Section 247 of the German Civil Code (BGB). Otherwise, the statutory provisions apply to late payment.

(5) We are entitled to set-off and retention rights as well as the defence of non-fulfillment of the contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we still have claims against the seller for incomplete or defective services.

(6) The Seller shall only have a right of set-off or retention in the case of counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and retention of title

(1) We reserve ownership and copyright to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The obligation to maintain confidentiality only expires if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory regulations on the protection of secrets remain unaffected.

(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items that we provide to the seller for production. Such items must be stored separately at the seller's expense as long as they are not processed and insured to an appropriate extent against destruction and loss.

(3) Tools that we provide or that are manufactured for contractual purposes and are invoiced to us separately by the seller remain our property or become our property. The seller will notify us immediately of any significant damage to these tools and models. Upon request, he is obliged to return them to us in proper condition if he no longer needs them to fulfill the contracts concluded with us. Tools in particular must be specially marked as the property of Wundermix GmbH so that third parties can identify the property.

(4) Any processing, mixing or combining (further processing) of items provided by the seller is carried out for us. The same applies if we further process the delivered goods, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(5) The transfer of title to the goods to us must be unconditional and irrespective of payment of the price. However, if we accept an offer of transfer from the seller in an individual case that is conditional on payment of the purchase price, the seller's retention of title expires at the latest upon payment of the purchase price for the goods delivered. In the ordinary course of business, we remain authorized to resell the goods even before payment of the purchase price, with advance assignment of the resulting claim (alternatively, the application of the simple retention of title and the retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended, the forwarded and the retention of title extended to further processing.

§ 7 Defective delivery

(1) Our rights in the event of material and legal defects in the goods (including incorrect and incomplete delivery as well as improper assembly/installation or inadequate instructions) and in the event of other breaches of duty by the seller shall be governed by the statutory provisions and, exclusively in our favour, the following additions and clarifications.

(2) In accordance with statutory provisions, the seller is liable in particular for ensuring that the goods have the agreed quality when the risk passes to us. In any case, the product descriptions that are the subject of the respective contract - in particular by designation or reference in our order - or that have been included in the contract in the same way as these General Terms and Conditions of Purchase are deemed to be an agreement on the quality. It makes no difference whether the product description comes from us, the seller or the manufacturer.

(3) In the case of goods with digital elements or other digital content, the seller is obliged to provide and update the digital content insofar as this results from a quality agreement in accordance with paragraph 2 or other product descriptions of the manufacturer or on his behalf, in particular on the Internet, in advertising or on the product label.

(4) We are not obliged to examine the goods or to make special enquiries about any defects when the contract is concluded. In partial deviation from Section 442 Paragraph 1 Sentence 2 of the German Civil Code (BGB), we are therefore entitled to make claims for defects without restriction even if the defect remained unknown to us at the time the contract was concluded due to gross negligence.

(5) The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect is limited to defects that are clearly evident during our incoming goods inspection by external inspection, including the delivery documents (e.g. transport damage, incorrect or incomplete delivery) or that are identifiable during our quality control by sampling. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the normal course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our obligation to inspect, our complaint (notification of defects) is deemed to be immediate and timely if it is sent within 6 working days of discovery or, in the case of obvious defects, of delivery.

(6) Subsequent performance also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in another item or attached to another item in accordance with their type and intended use before the defect became apparent; our legal claim to reimbursement of corresponding expenses (dismantling and installation costs) remains unaffected. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as, if applicable, dismantling and installation costs, shall be borne by the seller even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for the rectification of defects remains unaffected; in this respect, however, we are only liable if we recognized or grossly negligently failed to recognize that there was no defect.

(7) Without prejudice to our statutory rights and the provisions in paragraph 5, the following applies: If the seller fails to meet its obligation to remedy the defect - at our discretion by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we can remedy the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the seller. If the seller's remedy fails or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or the threat of disproportionate damage), no deadline needs to be set; we will inform the seller of such circumstances immediately, if possible in advance.

(8) Furthermore, in the event of a material or legal defect, we are entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.

(9) Acceptance or approval of submitted samples or specimens does not constitute a waiver of warranty claims.

(10) When the seller receives our written notification of defects, the limitation period for warranty claims is suspended until the seller rejects our claims or declares that the defect has been remedied or otherwise refuses to continue negotiations on our claims. In the case of replacement delivery and remedy of defects, the warranty period for replaced and repaired parts begins again, unless we had to assume based on the seller's conduct that the seller did not feel obliged to take the measure, but only carried out the replacement delivery or remedy of defects as a goodwill gesture or for similar reasons.

§ 8 Supplier recourse

(1) We are entitled without restriction to our statutory claims for expenses and recourse within a supply chain (supplier recourse in accordance with Sections 478, 445a, 445b or Sections 445c, 327 Para. 5, 327u BGB) in addition to claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case; in the case of goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439 Para. 1 BGB) is not restricted by this.

(2) Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses in accordance with Sections 445a Para. 1, 439 Para. 2, 3, 6 Sentence 2, 475 Para. 4 of the German Civil Code), we will notify the seller and request a written statement with a brief explanation of the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us is deemed to be owed to our customer. In this case, the seller is responsible for providing evidence to the contrary.

(3) Our claims for recourse against suppliers shall also apply if the defective goods have been combined with another product or further processed in any other way by us, our customer or a third party, e.g. by fitting, attaching or installing them.

§ 9 Producer Liability

(1) If the seller is responsible for product damage, he must indemnify us against claims from third parties to the extent that the cause lies within his sphere of control and organization and he is himself liable in external relations.

(2) As part of its indemnification obligation, the seller must reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with claims made by third parties, including recall campaigns carried out by us. We will inform the seller about the content and extent of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.

(3) The Seller must take out and maintain product liability insurance with a flat-rate coverage of at least EUR 10 million per personal injury/property damage. The Seller will send us a copy of the liability policy at any time upon request.

§ 10 Protection rights

(1) The seller guarantees in accordance with this paragraph 1 that the products it supplies do not infringe the intellectual property rights of third parties in countries of the European Union or other countries in which it manufactures or has the products manufactured. It is obliged to indemnify us against all claims made by third parties against us due to such an infringement of industrial property rights and to reimburse us for all necessary expenses in connection with this claim. This does not apply if the seller proves that it is neither responsible for the infringement of intellectual property rights nor should have known about it at the time of delivery if it had exercised due commercial care.

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

§ 11 Spare parts

(1) The Seller is obliged to keep spare parts for the products delivered to us for a period of at least 2 years after delivery.

(2) If the Seller intends to stop producing spare parts for the products supplied to us on or after the expiry of the period referred to in paragraph 1, he will inform us of this immediately after the decision to stop. This decision must be made at least 6 months before the cessation of production.

§ 12 Limitation Period

(1) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise provided below.

(2) Deviating from Section 438 Para. 1 No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims for defects in title, whereby the statutory limitation period for third-party claims for the return of property (Section 438 Para. 1 No. 1 BGB) remains unaffected; claims for defects in title do not expire under any circumstances as long as the third party can still assert the right against us - in particular due to lack of limitation.

(3) The limitation periods under sales law, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. To the extent that we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the limitation periods under sales law leads to a longer limitation period in the individual case.

§ 13 Assignment

The seller is not entitled to assign his claims arising from the contractual relationship to third parties. This does not apply if the claims are monetary.

§ 14 Compliance with laws

(1) The seller is obliged to comply with the statutory provisions applicable to him in connection with the contractual relationship. This applies in particular to anti-corruption and money laundering laws as well as antitrust, labor and environmental protection regulations.

(2) The Seller shall ensure that the products supplied by him meet all relevant requirements for placing on the market in the European Union and the European Economic Area. He shall provide us with evidence of conformity upon request by submitting appropriate documents.

(3) The Seller shall make reasonable efforts to ensure that its subcontractors comply with the obligations incumbent upon the Seller set out in this Section 14.

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

(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Garching near Munich.

(2) The contracts concluded between us and the seller are subject to the law of the Federal Republic of Germany, excluding the Convention on the International Sale of Goods (UN Sales Convention).

As of 5/2024

Wundermix GmbH

Managing Directors: Andreas Schreiner, Stephanie Schreiner

Company headquarters: Garching near Munich

Dirnismaning 34 D

85748 Garching near Munich

District Court of Munich HRB 158594