General Terms and Conditions of Purchase

Section 1 Scope

(1) All legal relationships between AWI Eberlein GmbH, Langfurth, (hereinafter the Company), and the Supplier (hereinafter the Supplier) are governed exclusively by these General Terms and Conditions of Purchase (hereinafter the General Terms and Conditions of Purchase) and any other agreements in written format, including any amendments and addenda. They also apply to all future deliveries, services or offers supplied to the Company, even if these deliveries, services and offers are not subject to a separate agreement.
(2) Any of the Supplier’s terms and conditions of business which conflict with or deviate from these General Terms and Conditions of Purchase shall not form part of the Contract and also do not apply even if such conditions are not explicitly excluded in individual cases.
(3) These General Terms and Conditions of Purchase only apply to companies as defined in Section 14 German Civil Code (§ 14 BGB).

Section 2 Offers and conclusion of the Agreement

(1) Supply agreements (order and acceptance) and amendments and addenda to these agreements must be in written form. Unless agreed otherwise, the Company is bound by offers (= orders) for two weeks, calculated from the date on which the offer is made. Acceptance shall not be considered as in due time until the Company has received notice of acceptance in written format.
(2) The Supplier is obliged to fully inform the Company, at the latest when the order is accepted, whether the ordered goods must be classified as hazardous goods (e.g. paints, adhesives, chemicals or combustive, oxidising, explosive, flammable, poisonous, radioactive or corrosive goods, or goods prone to self-heat). They must also supply, as a minimum, the corresponding product information, safety data sheets and accident procedure sheets and state the type and quantity for each delivery container.
(3) The Supplier shall not be entitled to an extended or expanded retention of title in relation to the supplied goods.

Section 3 Prices and payment

(1) The prices stipulated in the order are fixed prices. Surcharges on small orders are only agreed if the Company approves them in writing. The pricing terms shall not affect the agreement on the place of performance. A prompt payment discount shall be deducted from the gross invoice amount, excluding pallets, packaging and freight charges.
(2) Any unilateral price adjustments that the Supplier makes will not be accepted. In particular, the Supplier is not entitled to modify the price due to any increases in material or raw material costs, wages and salaries, production or transport costs, or any other price elements between the time when the contract was concluded and delivery.
(3) Unless agreed otherwise in writing, the price includes all applicable levies, customs duties, packaging, transport and unloading costs, and insurance as far as the delivery address stipulated in the contract.
(4) Packaging shall be invoiced at demonstrable net cost price if it is not included in the agreed price, and the remuneration for packaging – not provided solely on loan – is not explicitly fixed. The Supplier must take the packaging back at their expense if the Company requires this.
(5) Unless agreed otherwise, the time allowed for payment is 14 days with a prompt payment discount of 3% or 30 days for payment in full once the goods are delivered in their entirety and free of defects and the invoice has been received. If payment cannot be made within the due period due to incorrect shipping documents or incomplete invoice details, payment and discount periods shall only commence once any issues have been resolved.
(6) Payments to the Supplier are subject to an inspection of the shipment and do not imply acceptance.

Section 4 Delivery period and delivery, transfer of risk, Returns

(1) Unless agreed otherwise, delivery shall be made free to the place of use and without additional charges, such as tolls. The delivery period (delivery date or deadline) stated on the order is binding.
(2) The Supplier is obliged to notify the Company immediately in writing if circumstances arise or become apparent due to which the delivery period cannot be respected. The Supplier is not permitted to deliver early or make partial deliveries without prior written agreement.
(3) If the Contract specifies a latest delivery date, the Supplier shall automatically be in default with no reminder being required once such a date has passed.
(4) In the event of a delay in delivery, the Company may exercise full statutory rights, including the right to withdraw from the contract and claim damages in lieu of performance. If there is a delay in delivery, the Company is entitled to demand a contractual penalty amounting to 0.1% for each working day of delay commenced, although this amount is limited to 5% of the gross order value in question as a maximum. The right to claim further damages, less any contractual penalty that the Supplier has already paid, remains unaffected.
(5) The Company reserves the right to accept over- or under-deliveries in individual cases. If the Supplier fails to respect the type or size of container specified in the order, the Company is entitled to reject the delivery as an incorrect shipment.
(6) All declarations, markings and packaging must comply with the latest national and international regulations and must include the required, legally binding, signed dangerous goods declarations. The Supplier is obliged to take back all packaging, including transport packaging or, alternatively, bear the disposal costs if the Company arranges disposal itself. The place of performance for fulfilling the obligation to take back packaging shall be the location of delivery or the agreed destination of the goods. Pallet exchange fees are not accepted.
(7) The Company must be informed without delay of any changes to ordered products with regard to the material used, their appearance or condition (Product Modifications). The Company must be notified of planned Product Modifications 3 months before the modified product is delivered for the first time. The Company is entitled to return the goods in question and withdraw from the sales contract in the event of non-compliance with this provision. The Supplier is obliged to issue the Company with a credit note equal to the value of the goods and any freight costs incurred in such a case. The Company’s right to claim further damages remains unaffected.
(8) The Supplier shall ensure that all delivered goods are fully traceable, such that all recorded measurement readings and test results as well as process data can be clearly linked to specific batches or production lots. Products should be segregated into batches or production lots for their delivery; mixing of batches or lots is strictly prohibited. In the event that a fault or defect is detected, it must be possible to trace the defective shipment so that the total amount of affected goods can be identified. Should traceability not be possible in the event of a warranty or product liability claim, the Supplier shall compensate the Company for any loss or disadvantage that it incurs.
(9) Risk shall not be transferred to the Company until the goods are delivered at the agreed destination, even if shipment has been agreed. Unless agreed otherwise, delivery shall not be deemed completed until it is accepted at the Company’s premises or the designated point of use.

Section 5 Warranty

(1) Any warranty claims against the Supplier in the event of material defects and deficiencies in title, including provisions on the statutory right of recourse, are based on statutory regulations, unless specified otherwise below.
(2) The Supplier guarantees that the deliveries and services rendered conform to the contractually agreed quality and serviceability, especially the agreed quality provisions, the applicable DIN regulations and the statutory and regulatory provisions applicable to their use. They also guarantee that deliveries and services shall not infringe third party rights.
(3) If delivery items have defects, the Company is entitled, at their discretion, to require repair of the defect or a free replacement delivery. If the Company requires repair of the defect and repair is unsuccessful after a reasonable grace period, the Company is entitled to withdraw partially or completely from the contract, or require a reduction in the agreed price or compensation for damages due to non-compliance. The right to any further claims for defects and damages, including consequential losses and damages, shall remain unaffected. The Supplier shall bear any transport, removal and installation costs incurred due to replacement deliveries or repair work.
(4) The Supplier is responsible for the final quality control before shipment and ensuring that deliveries are free from defects. The Company will limit the incoming goods inspection for deliveries from the Supplier to identifying visible faults during a visual inspection of the packed goods. This includes verifying the quantity and identity of the ordered contractual products and examining for any transport or packaging damage. If defects are detected after delivery, these are reported in good time if the Company has sent the notice of defects to the Supplier within twelve working days after the delivery item was delivered. In the case of non-visible defects that were not identified during the inspection and become evident at a later stage, these are reported in good time if the Company has sent the notice of defects to the Supplier within a week after discovery. The Supplier waives the right to demand that the Company carry out further duties of inspection and notification.

Section 6 Recourse against the Supplier

(1) In addition to its claims for defects, the Company shall be entitled to exercise its statutory rights to recourse within the supply chain (recourse against the Supplier) without limitation. In particular, the Company is entitled to require the Supplier to deliver precisely the type of subsequent performance that the Company owes to its own customer in individual cases, whether this be repair or replacement. This does not limit its statutory right to choose (Section 439[1] German Civil Code).
(2) Before acknowledging or satisfying any claim for defects asserted by its own customer, including reimbursement of expenses as specified in Sections 478(2) and 439(2) German Civil Code, the Company shall notify the Supplier and request a written statement after setting out the relevant circumstances briefly. If the Supplier fails to respond within a reasonable period and the parties do not reach an amicable resolution, the Company will be deemed to owe its customer the warranty claim it has in fact granted. In such an event, the Supplier shall bear the burden of proof to the contrary.
(3) The Company’s rights of recourse against the Supplier shall also apply where the goods have been further processed prior to their sale by the Company or by one of its customers – for example, the goods have been incorporated into another product.

Section 7 Special provisions on products for the aerospace Industry

(1) If the supplied products are intended for use in the aerospace industry, the special provisions in this section, Section 7, take precedence over and in addition to the provisions in these General Terms and Conditions of Purchase.
(2) The Supplier shall allow the Company, the Company’s customer and the regulatory authority the right to access all production facilities used in the manufacturing process. This right to access covers the inspection of conformity certificates, inspection and test reports, and similar, including, where applicable, airworthiness certificates issued by the approved manufacturer or repair company.
(3) The Supplier undertakes to inform the Company immediately of any changes to the products’ specifications with binding effect.
(4) When a fault is identified in the supplied product once it is on the Company’s or its customer’s premises, a notice of defect or a test report (hereinafter the Complaint) shall be compiled and sent to the Supplier together with examples of the fault if possible. The Supplier shall then address the Complaint by producing a 6D Report, which subsequently shall be submitted to the Company as a written response. The response regarding the emergency measures must be sent by fax or email within one day. The adopted measures must be re-evaluated during the failure mode and effects analysis (FMEA) if necessary. The Company may request additional measures, such as increased testing frequency, free of charge, until evidence is provided that the measures implemented are effective.
(5) The Supplier is obliged to segregate or rework defective deliveries at their own expense so that the Company and/or its customers does/do not suffer any losses, such as those caused by production stoppages. Upon the Company’s request, a replacement shipment must be delivered on a date which the Company shall stipulate. If reworking is impractical, defective products must be scrapped and verifiable proof of scrapping provided. The Supplier shall bear any costs for scrapping. The Supplier must check whether any other potentially defective goods have already been delivered to the Company or are in the process of being shipped to the Company. They must notify the Company of any such goods immediately. Any batches that are re-delivered after being segregated or reworked following a complaint must be labelled with the complaint number on both the delivery documents and the packaging. The same applies if the Supplier has used third parties to fulfil their obligations to the Company or has acquired the goods from a sub-supplier.
(6) If the Supplier identifies defects that may also affect parts already delivered, they must notify the Company’s Incoming Goods Inspection Department immediately. Any measures taken must be communicated to the Company.

Section 8 Supplier’s liability

(1) The scope of the Supplier’s liability is based on the relevant statutory regulations. The Supplier is liable for any losses or damages which the Company or third parties incur due to defects in the supplied products, especially for damages related to product liability as specified in the applicable laws.
(2) The Supplier’s limitations of liability are excluded, especially in the case of liability for contractually agreed characteristics or product specifications and for consequential damage caused by a defect.
(3) The Supplier shall indemnify the Company from any claims based on non-contractual product liability arising from defects in the products or parts delivered by the Supplier. Under the same conditions, the Supplier shall also be liable for any losses incurred by the Company in taking reasonable precautionary measures against claims related to non-contractual product liability, such as public warnings. The Company’s right to claim compensation from the Supplier for its own losses shall remain unaffected.
(4) The Supplier undertakes to maintain appropriate product liability insurance with sufficient coverage and provide evidence of such insurance to the Company upon request.

Section 9 Property Rights

(1) The Supplier guarantees that no copyrights, patents or other third-party property rights have been infringed in EU countries in relation to their delivery and the use of the delivery items as stipulated in the contract.
(2) Upon receiving the Company’s first written request for indemnification, the Supplier is obliged to indemnify the Company from any claims which third parties may bring against the Company due to an infringement of copyrights, patents or other industrial property rights. The Supplier is also obliged to bear all costs related to such a claim. Such a claim exists regardless of whether the Supplier is at fault or not.

Section 10 Compliance with statutory provisions

(1) General: the Supplier is obliged to comply with all applicable statutory regulations, especially those related to the safety and protection of employees, consumers and the environment. The Supplier shall indemnify the Company from all claims by third parties which are related to the Supplier breaching statutory provisions.
(2) REACH and RoHS: in particular, the Supplier guarantees that all supplied products comply with the relevant requirements in the RoHS directive (2011/65/EU) and its amendments and the REACH regulation (EC) No. 1907/2006 and its amendments. This also includes compliance with all relevant annexes, updates and the substance restrictions and obligations listed therein (e.g. SVHC candidate lists, list of approved substances, list of restricted substances). The Supplier undertakes to notify the Company, immediately and without being requested to do so, of any changes to their products’ conformity status and of the existence of any Substances of Very High Concern (SVHC) as defined in REACH. Upon the Company’s request, the Supplier shall provide the relevant declarations of conformity, analyses or other supporting documentation without delay.
(3) Product safety: furthermore, the Supplier guarantees that all items that it delivers comply with the applicable product safety regulations, in particular Regulation (EU) 2023/988 on general product safety in its current version. The Supplier shall provide the Company with all information required under the applicable product safety regulations that is relevant to assessing any risks to the health and safety of users of the delivered products or of third parties.
(4) Export control: the Supplier is obliged to comply with all applicable national and international export control regulations, sanctions lists and embargoes relevant to the delivery of their products and services. The Supplier shall promptly inform the Company of all relevant export control information concerning the delivered products and without being requested to do so. This includes, in particular, reporting whether the delivered goods qualify as dual-use items under the EU Dual-Use Regulation (EU) 2021/821 as well as providing the corresponding export control classification (e.g. ECCN, AL number). The Supplier guarantees that the supplied products are not suitable for the development, manufacture or use of weapons of mass destruction or any other forbidden purpose.
(5) EUDR: if the supplied products or the raw materials that they contain fall within the scope of use defined in Regulation 2023/1115 (EUDR), the Supplier guarantees that these products and raw materials are deforestation-free. This means that they were produced on land which has not suffered from deforestation or forest damage since 31 December 2020, they have been produced in line with the applicable statutory regulations in the country of origin and comply with all other EUDR requirements in its current applicable version. The Supplier undertakes to provide the Company immediately with all information and documents which the Company requires to comply with its due diligence and to submit its due diligence statement in accordance with the EUDR. The Supplier must take reasonable measures to ensure that their own suppliers comply with the EUDR and undertakes to impose relevant requirements on them.
(6) Section 11(5) applies accordingly if the Supplier fails to comply with the aforementioned statutory obligations.

Section 11 Due diligence throughout supply chains

(1) The Supplier undertakes, and shall ensure that their own suppliers undertake, to comply with the obligations stipulated in the German Act on Corporate Due Diligence Obligations for the Prevention of Human Rights Violations in Supply Chains (German Supply Chain Due Diligence Act – LkSG), in particular: (a) Compliance with legislation and ethical standards: the Supplier undertakes to comply with all applicable laws and regulations and the code of ethics in their business operations. These relate to corruption, bribery, money laundering and any form of illegal or unethical business practices. (b) Prohibition of child and forced labour: the Supplier is obliged to comply with the basic principles on the prohibition of child labour and abolition of forced labour as per the ILO’s 1998 Declaration on Fundamental Principles and Rights at Work (international Labour Organization, Geneva). It is prohibited to employ children who are below the applicable minimum legal age or below the age when compulsory schooling ends. Forced labour or any type of coerced employment is prohibited. (c) Work conditions and human rights: the Supplier shall respect the human rights of their employees as per the United Nations Guiding Principles on Business and Human Rights. In particular, this covers compliance with national legislation on working hours and wages, including minimum wages, the right to freedom of association and collective bargaining, and the prohibition of discrimination, harassment and abuse in the workplace. A safe, healthy working environment must be ensured. (d) Environmental protection: the Supplier undertakes to comply with all relevant environmental legislation and regulations. They must identify and minimise environmental risks, use resources efficiently, reduce waste and emissions, and adopt measures to prevent environmental pollution.
(2) The Supplier affirms that they ensure compliance with the minimum social standards described above, both within their own operations and those of their suppliers, by means of an internal corporate social responsibility strategy, orderly internal procedures and appropriate preventive measures. The Supplier is obliged to set up or participate in a suitable, accessible complaint mechanism which can be used to report human rights or environmental violations caused by the Supplier’s business activities.
(3) The Supplier shall, upon first request by the Company, provide any (reasonable) cooperation, support, information and documents that the Company requires for the risk analyses that it will conduct as specified in the German Supply Chain Act in order to identify or assess human rights or environmental risks, insofar as applicable law or contractual agreements allow. The Supplier will allow the Company or a third party that it contracts to perform reasonable audits on site to verify compliance with obligations to exercise the due care specified in the German Supply Chain Act. The Company shall bear the costs for the audits that it initiates, unless serious violations are detected.
(4) The Supplier shall clarify pertinent cases of suspected wrongdoing and adopt reasonable countermeasures in the event of any violations and in cases where the Company identifies and addresses specific environment-related risks or human rights risks as stipulated in Section 2 German Supply Chain Act in relation to the Supplier or the Supplier’s own suppliers during the risk analysis that the Company conducts. The Supplier must notify the purchaser of their investigations, findings and consequential actions in instances of suspected or confirmed violations.
(5) If the Company finds that the Supplier has breached any of the obligations set out in this provision, it reserves the right to temporarily suspend the contract with the Supplier or terminate it for good cause, also extraordinarily if necessary. The Supplier shall indemnify the Company against all costs, fines and damages resulting from their failure to comply with their obligations. The Company’s right to further claims for damages remains unaffected.

Section 12 Data protection and data security

(1) The Supplier undertakes to comply with all applicable data protection laws and regulations, especially the General Data Protection Regulation (GDPR) if they process the Company’s personal data and those of their employees, customers or third parties as part of their business relationship.
(2) The Supplier guarantees that they will adopt appropriate technical and organisational measures to protect confidentiality, integrity and availability of any data that becomes known to them during the course of their business relationship or that they process on behalf of the Company. This applies particularly to business secrets, confidential Information and personal data.
(3) If the Supplier processes personal data on behalf of the Company, a written data processing agreement as per Art. 28 GDPR must be concluded before processing commences.

Section 13 Business secrets and confidentiality

(1) The Supplier undertakes to treat all the Company’s confidential Information and business secrets that become known to them during the course of their business relationship as strictly confidential and use this information solely to fulfil the order concerned.
(2) It is forbidden to pass on such information to third parties or use it for other purposes without prior written consent from the Company, unless the information is in the public domain or must be disclosed due to statutory regulations.
(3) This obligation also continues to apply after the business relationship comes to an end.

Section 14 Assignment, offsetting, right of retention

(1) The Supplier is not entitled to assign their claims arising from the contractual relationship to third parties. This does not apply to any monetary claims.
(2) The Supplier is only entitled to set off claims if they are undisputed or have been confirmed by a final court decision.
(3) The Supplier may only exercise a right of retention if this right originates from the same (individual) contract.

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

(1) The place of performance for deliveries and services rendered is the place of use specified in the order; in the case of payments, it is the Company’s administrative headquarters.
(2) The location of the Company’s administrative headquarters is the sole place of jurisdiction for any disputes arising from or in relation to the contract if the Supplier is a trader, a legal entity or trust under public law, or a company which has its headquarters outside Germany. The Company also has the option of bringing legal action against the Supplier at the location of their registered company address.
(3) The contracts concluded between the Company and the Supplier are subject to the laws of the Federal Republic of Germany and also the Convention on Contracts for the International Sale of Goods (UN Sales Convention).

Section 16 Severability clause

Should individual provisions in these General Terms and Conditions of Purchase be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected hereby. The parties hereby undertake to replace the provision proving invalid or unenforceable, where possible, with a valid, enforceable provision which reflects the original purpose as closely as possible from the time when it became invalid and unenforceable.

date:  27.01.2026

AWI Eberlein GmbH
Hauptstraße 39/50
D-91731 Langfurth

info@awi-eberlein.de
Phone +49(0)98 56-97 10-0
Fax +49(0)98 56-97 10-10