General Terms and Conditions of Purchase of Wego Systembaustoffe GmbH

1. Scope and Form

1.1 These General Terms and Conditions of Purchase (“GPC”) apply to all our business relationships with our suppliers (“Supplier”). The GPC only apply if the Supplier is an entrepreneur (Section 14 BGB), a legal entity under public law, or a special fund under public law.

1.2 The GPC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether the Supplier manufactures the Goods themselves or purchases them from sub-suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GPC in the version valid at the time of our order or, in any case, in the version last communicated to the Supplier in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.3 These GPC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in every case, for example, even if the Supplier refers to their general terms and conditions in the context of the order confirmation and we do not expressly object to them.

1.4 Individual agreements (e.g., framework supply agreements, quality assurance agreements) and specifications in our order take precedence over the GPC. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

1.5 Legally relevant declarations and notices by the Supplier in relation to the contract (e.g., setting of deadlines, reminders, withdrawal) must be submitted in writing. Written form within the meaning of these GPC includes written or text form (e.g., letter, email, message via a messenger service used by us). Statutory formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected. Insofar as we open the possibility for communication via messenger services for order and contract processing as well as for other inquiries, the Supplier is responsible for ensuring that the necessary legal requirements are met by them or by the employees acting for them, i.e., that the messenger service may be used in particular for business communication.

1.6 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly modified or expressly excluded in these GPC.

1.7 Our registered office is Hanau.

2. Conclusion of Contract

2.1 Our order is considered binding at the earliest upon written submission or confirmation. The Supplier must point out 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 accepting the order; otherwise, the contract is deemed not to have been concluded.

2.2 The Supplier is required to confirm our order in writing within a period of three working days.

2.3 Late acceptance is considered a new offer and requires acceptance by us.

3. Delivery Time and Delay in Delivery

3.1 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 otherwise agreed, the Supplier must effect delivery immediately (Section 271 BGB). The Supplier is obliged to inform us immediately in writing if they are likely to be unable to meet agreed delivery times—for whatever reason.

3.2 If the Supplier does not perform their service or does not do so within the agreed delivery time, or if they are in default, our rights—in particular to withdrawal and damages—shall be determined according to the statutory provisions. The regulations in Section 3.3 of the GPC remain unaffected.

3.3 If the Supplier is in default, we may—in addition to further statutory claims—demand liquidated damages for our delay in the amount of 0.25% of the net price per calendar day, but in total no more than 5% of the net price of the late delivered Goods. We reserve the right to prove that higher damage has occurred. The Supplier reserves the right to prove that no damage at all or only significantly lower damage has occurred.

4. Performance, Delivery, Transfer of Risk, and Default of Acceptance

4.1 The Supplier is not entitled to have the performance owed by them rendered by third parties (e.g., subcontractors) without our prior written consent. The Supplier bears the procurement risk for their services, unless otherwise agreed in individual cases (e.g., limitation to stock).

4.2 Delivery is made DPU Incoterms 2020 to the location specified in our order. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

4.3 The Supplier is entitled to reasonable partial deliveries, provided we have agreed to these at the time of ordering. A partial delivery is to be regarded as reasonable in particular if (i) the partial delivery is usable for us within the scope of the contractual intended purpose, (ii) the delivery of the remaining ordered Goods is ensured, and (iii) we do not incur any significant additional effort or additional costs as a result (unless the Supplier agrees to bear these costs).

4.4 A delivery note stating the date (issue and dispatch), content of the delivery (item number and quantity), and our order identifier (date and number) must be enclosed with the delivery. If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding dispatch notice with the same content must be sent to us separately from the delivery note.

4.5 The risk of accidental loss and accidental deterioration of the Goods passes to us in accordance with DPU Incoterms 2020. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. It is equivalent to handover or acceptance if we are in default of acceptance.

4.6 The statutory provisions apply to the occurrence of our default of acceptance. However, the Supplier must also expressly offer their performance to us if a specific or determinable calendar time is agreed for an action or cooperation on our part (e.g., provision of material). If we fall into default of acceptance, the Supplier may demand compensation for their additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract concerns a non-fungible item to be manufactured by the Supplier (custom-made product), the Supplier is only entitled to further rights if we have committed to cooperate and are responsible for the failure to cooperate.

5. Prices and Payment Conditions

5.1 The price specified in the order is binding. All prices are exclusive of statutory value-added tax unless this is shown separately.

5.2 Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Supplier (e.g., assembly, installation), all ancillary costs according to DPU Incoterms 2020 (e.g., proper packaging, transport costs), as well as the costs of transport and liability insurance taken out.

5.2 Insofar as the parties have not agreed on payment terms in an individual contract, the price is due for payment within 30 calendar days from complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. Insofar as the Supplier performs in partial deliveries, partial invoices may also be issued for these. If we make payment within 30 calendar days, the Supplier grants us a 4% early payment discount on the net amount of the 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.

5.3 We do not owe any maturity interest. The statutory provisions apply to default of payment.

5.4 We are entitled to rights of set-off and retention as well as the plea of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we still have claims against the Supplier arising from incomplete or defective performance.

5.5 The Supplier has a right of set-off or retention only for counterclaims that have been legally established or are undisputed.

6. Confidentiality and Retention of Title

6.1 We reserve ownership and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance 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 confidentiality obligation 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.

6.2 Section 6.1 of the GPC 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 Supplier for manufacturing. Such items are—as long as they are not processed—to be stored separately at the Supplier’s expense and insured to a reasonable extent against destruction and loss.

6.3 The transfer of ownership of the Goods to us must take place unconditionally and regardless of the payment of the price. However, if we accept an offer of transfer from the Supplier in an individual case that is conditional on payment of the purchase price, the Supplier’s retention of title expires at the latest upon payment of the purchase price for the delivered Goods. We remain authorized to resell the Goods in the ordinary course of business even before payment of the purchase price, subject to advance assignment of the resulting claim (alternatively, validity of the simple retention of title extended to resale). This excludes all other forms of retention of title, in particular the expanded, the forwarded, and the retention of title extended to further processing.

7. Defective Delivery

7.1 The statutory provisions and, exclusively for our benefit, the following supplements and clarifications apply to our rights in the event of material and legal defects in the Goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Supplier.

7.2 According to the statutory provisions, the Supplier is liable in particular for ensuring that the Goods have the agreed quality at the time of transfer of risk. In any case, those product descriptions that—in particular by designation or reference in our order—are the subject of the respective contract or were included in the contract in the same way as these GPC are considered an agreement on quality. It makes no difference whether the product description comes from us, the Supplier, or the manufacturer.

7.3 In the case of Goods with digital elements or other digital content, the Supplier owes the provision and updating of the digital content at least to the extent that this results from a quality agreement according to Section 7.2 of the GPC or other product descriptions of the manufacturer or on their behalf, in particular on the Internet, in advertising, or on the product label.

7.4 We are not obliged to inspect the Goods or make special inquiries about any defects at the time of conclusion of the contract. Partially deviating from Section 442 (1) sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

7.5 The statutory provisions (Sections 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects with the following proviso: Our duty to inspect is limited to defects that are obvious during our incoming goods inspection under external assessment including the delivery documents (e.g., transport damage, incorrect and short delivery) or are recognizable during our quality control in the sampling procedure. Insofar as acceptance has been agreed, there is no duty to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our notice of defects (notification of defects) is considered immediate and timely in any case if it is sent within ten working days from discovery or, in the case of obvious defects, from delivery.

7.6 Subsequent performance also includes the removal of the defective Goods and the re-installation, provided the Goods were installed in another item or attached to another item according to their type and intended purpose before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as, if applicable, removal 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 defect rectification remains unaffected; in this respect, however, we are only liable if we recognized or were grossly negligent in not recognizing that no defect existed.

7.7 Without prejudice to our statutory rights and the regulations in Section 7.5 of the GPC: If the Supplier does not fulfill their obligation to subsequent performance—at our choice by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery)—within a reasonable period set by us, we may rectify the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the Supplier. If subsequent performance by the Supplier has failed or is unreasonable for us (e.g., due to particular urgency, danger to operational safety, or imminent occurrence of disproportionate damage), no deadline needs to be set; we will inform the Supplier of such circumstances immediately, if possible beforehand.

7.8 Otherwise, in the event of a material or legal defect, we are entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, we have a claim for damages and reimbursement of expenses in accordance with the statutory provisions.

8. Supplier Recourse

8.1 Our legally determined claims for expenses and recourse within a supply chain (supplier recourse according to Sections 478, 445a, 445b BGB or Sections 445c, 327 (5), 327u BGB) are available to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (repair or replacement delivery) from the Supplier that we owe 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 (1) BGB) is not restricted by this.

8.2 Before we recognize or fulfill a claim for defects asserted by our customer (including reimbursement of expenses according to Sections 445a (1), 439 (2), (3), (6) sentence 2, 475 (4) BGB), we will notify the Supplier and ask for a written statement with a brief explanation of the facts. If a substantiated statement is not made within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Supplier bears the burden of proof to the contrary.

8.3 Our claims from supplier recourse 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 installation or attachment.

9. Product Liability

9.1 If the Supplier is responsible for product damage, they must indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they themselves are liable in the external relationship.

9.2 Within the scope of their indemnification obligation, the Supplier must reimburse expenses according to Sections 683, 670 BGB arising from or in connection with a claim by third parties, including recall actions carried out by us. We will inform the Supplier—as far as possible and reasonable—about the content and scope of recall measures and give them the opportunity to comment. Further statutory claims remain unaffected.

9.3 The Supplier must take out and maintain product liability insurance with a lump-sum coverage of at least 10 million euros per personal injury/property damage.

10. Limitation Period

10.1 The mutual claims of the contracting parties expire according to the statutory provisions, unless otherwise specified below.

10.2 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims based on legal defects, whereby the statutory limitation period for third-party in rem claims for restitution (Section 438 (1) No. 1 BGB) remains unaffected; claims from legal defects shall furthermore in no case expire as long as the third party can still assert the right against us—in particular due to a lack of limitation.

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

11. Data Protection

11.1 The Supplier undertakes to observe all applicable provisions of the EU General Data Protection Regulation (GDPR) within the framework of contract fulfillment.

11.2 The Supplier undertakes to collect and process personal data exclusively for the purpose of contract fulfillment and to store it thereafter only to fulfill statutory retention obligations. Any transfer of personal data to third parties requires our prior written consent, unless there is a corresponding legal obligation for the Supplier to do so.

11.3 The Supplier must ensure that all persons employed by them for contract fulfillment have been trained in data protection before their deployment and have been committed to maintaining data secrecy, and are obliged during and also after termination of their activity not to collect, process, or use personal data without authorization. They must also guarantee the data security measures required by the GDPR and will provide us with the information and evidence required for order control according to the GDPR upon our request.

12. Return of Packaging

The Supplier is obliged to take back used, empty packaging of the delivered Goods at our choice at the place of performance or at the registered office of our customer. The costs of the return shall be borne by the Supplier. If the Supplier does not fulfill their obligation, we are entitled to take back and dispose of the packaging ourselves at the Supplier’s expense.

13. Code of Conduct for Suppliers

Our Code of Conduct for Suppliers is available at https://www.wego-vti.de/services/fuer-industriepartner/. It is an essential part of every contract between us and the Supplier.

14. Choice of Law and Jurisdiction

14.1 The law of the Federal Republic of Germany applies to these GPC and the contractual relationship between us and the Supplier, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 The exclusive, also international, place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Hanau. However, we are also entitled to bring an action at the place of performance of the delivery obligation according to these GPC or a prior individual agreement or at the Supplier’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

15. Severability Clause

Should any provision be or become invalid, this shall not affect the validity of the remaining provisions of these GPC. In the event of the invalidity of a provision, the statutory regulation shall apply. This also applies in the event of a regulatory gap.

Status: April 2026