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General Terms & Conditions

General Terms & Conditions of Sale ETT Verpackungstechnik GmbH and ETT Service GmbH (hereinafter referred to as „ETT“)

§1 Scope of Application

1. Our General Terms and Conditions (hereinafter referred to as GTC) apply to all business relations between ETT Verpackungstechnik GmbH and/or ETT Service GmbH (hereinafter referred to as ETT) and the customer, which are entrepreneurs in the sense of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law.    2. Any General Terms and Conditions of the purchasers will only apply to the extent that ETT have expressively agreed to them in writing.
3. Our General Terms and Conditions of Sale are available for reference and printing on our website at www.ett.de.

§2 Quotations and Contract Conclusion

1. Offers by ETT are subject to confirmation, non-binding and to be understood as an invitation to submit an offer by the customer. Purchase orders placed by the customer will not become binding until confirmed in writing. Scope and context of the contractual relationship with the customer are exclusively subject to ETT’s written order confirmation.                           2. Special quotations for customised equipment have a maximum validity of 90 calendar days from the date of the quotation.
3. If due to circumstances for which a subcontractor is responsible any of ETT’s contractual obligations cannot be fulfilled or if the performance of any of these obligations will be delayed ETT will notify the customer immediately of this non-fulfilment or delay. In this event the customer shall not be entitled to claim damages unless the delay was caused deliberately or by gross negligence on the part of ETT. 

§3 Installation, Commissioning and Training

1. ETT will provide adequately skilled technicians to carry out any installation / commissioning work and/or operator training at the customer’s site that may be required. Unless agreed differently these services will be charged on a time and material basis according to our usual rates.
2. The customer shall provide at no cost to ETT appropriate lifting equipment (e. g. fork-lift trucks, hand lift trucks) with sufficient lifting load as well as authorised operating staff and auxiliary equipment such as fixing material and chains.
3. The costs for assembly, commissioning and training will be charged even if the customer withdraws his purchase order for the contractual goods at a later point.

§4 Delivery Time / Delays in Delivery

1. The delivery time is stipulated in the order confirmation submitted by ETT. All delivery times and deadlines must be agreed in writing. Fixed deadlines will not be considered binding unless explicitly agreed in writing.
2. Observance of the delivery date by ETT requires the prior settlement of all commercial and technical issues between the contracting parties and the fulfilment of all contractual obligations on the part of the purchaser such as the submission of all required official certificates and permits or the settlement of a down-payment. In the event that any of these prerequisites is not met the delivery time will be extended by an appropriate period unless ETT are responsible for this delay.
3. ETT is entitled to a reasonable postponement of affected delivery obligations in case of strike, lockout, other operational disturbances of any kind or subsequently occurring difficulties in the procurement of raw materials and supplies, in the dispatch or transport of the goods unless ETT, its organs or those executing agencies to whom special management tasks have been assigned are responsible for the delay intentionally or negligently. The same applies in case of lack of correct or timely self-delivery and in case of other impeding circumstances for which ETT is not responsible. In cases where a delay in delivery is foreseeable, ETT will immediately inform the customer by stating the reasons and announcing the expected delivery date that the goods cannot be delivered within the delivery period.                                                                                                              4. In the event of an extension of the deadline that is unreasonable for the customer, the customer has the right to withdraw from the contract. The same applies if ETT is in default of delivery for other reasons and ETT does not use a reasonable extension period to be set by the customer in writing or the delivery is permanently not possible.                                                      5. ETT shall have the right to render partial deliveries and / or services within the agreed delivery time unless the overall fulfilment of their contractual obligations is not affected thereby.
6. The delivery time shall be considered observed once the contractual goods have left our site or if their readiness for dispatch has been advised before expiry of the delivery time. Insofar as an acceptance test has to be performed the date of this acceptance test or alternatively notification that the goods are ready for acceptance shall be decisive – except for justified refusal of acceptance.
7. In the event of a delivery delay ETT shall be granted an appropriate period of grace in writing even if a fixed delivery time or date has been agreed. After such a grace period has expired without results the customer shall be entitled to withdraw from the order or partial orders for any goods and/or services that have not been reported ready for dispatch upon expiry of the grace period.
8. If the dispatch and/or acceptance of the contractual goods is delayed due to circumstances for which the purchaser is responsible the purchaser will bear any costs resulting of this delay.                                             9. If the installation, assembly or commissioning is delayed due to circumstances for which ETT is not responsible, the customer has to bear the costs for waiting time and additionally required travels of ETT or the assembly staff to a reasonable extent.

§5 Prices and Payment Terms

1. All prices are net prices plus the applicable statutory value added tax.
2. Our prices do not include costs for packing, insurance, freight, customs or any other taxes and duties. All prices are ex warehouse / ex works Fredelsloh or – for direct deliveries – ex warehouse of the supplier.
3. If the customer does not pay as agreed, ETT is entitled to demand interest from the due date according to § 353 HGB (German Commercial Code). Furthermore, in case of default ETT is entitled to charge default interest in the amount of 9 percentage points more than the respective base interest rate of the European Central Bank. In addition, in case of default of payment ETT is entitled to terminate the fulfilment of its obligations after written notice to the customer until the payment is received.   4. In the event of a delay in payment, the customer shall also owe a lump-sum compensation of 40.00  €. This shall also apply if the customer is in default with an instalment payment or other instalment payment. ETT reserves the right to claim a compensation for a higher damage caused by delay from the customer.
5. All payments to be made for goods and/or services become due for payment without deduction on the date of the invoice. The customer is only entitled to offset against ETT’s claim for payment or to withhold payment if his counterclaims have been legally established, are undisputed, accepted by ETT or are ready for a court decision. Moreover, the customer is not entitled to execute rights of retention unless his counterclaim results from the very same contractual relationship.
6. In the event, that we face any circumstances that cause us to doubt the credit worthiness of the customer, especially if the customer does not cash a check, we are entitled to claim immediate payment of the remaining total debt. In this case, settlement might take place on a delivery versus payment basis.

§6 Reservation of Ownership

1. The delivered goods (goods subject to reservation) remain property of ETT until the settlement of all claims for payment and other claims against the customer arising from the contractual relationship. Insofar as the value of all security rights to which ETT is entitled exceed the value of all secured claims by more than 10% ETT at their own choice and discretion shall release a respective portion of the security rights upon written request of the buyer.
2. For the duration of the retention of title the customer may not pledge or transfer the goods by way of security and the resale will only be allowed to resellers within ordinary course of business and under the provision that the reseller accept payment from his customer and with the reservation that the ownership will not be transferred to the buyer until the buyer has fulfilled his payment obligations.
3. If the customer sells goods under reservation of title, he assigns by way of security already now to ETT his future claims against his customers arising from the resale including all ancillary rights and possible balance claims and all securities without any later special explanations being necessary. If the goods under reservation of title are resold together with other items without a unit price being agreed for the goods under reservation of title, the purchaser assigns the proportion of the overall price claim which corresponds to the price of the goods under reservation of title invoiced by the supplier and gives priority to this assigned claimed compared to the remaining payment claim. If a justified interest is credibly shown, the customer has to provide to ETT all necessary information and hand over the required documents so that his rights against the customer can be asserted.
4. The customer undertakes to store the retained goods safely and to insure them against loss and
damage at his own expense. The customer shall assign all his claims from these insurance contracts in advance to ETT. ETT will accept this assignment.
5. ETT is entitled to take out insurance for the delivery item with respect to theft, break, fire, water and other damages on the account of the purchaser, as far as the purchaser does not prove to have concluded this insurance himself.
6. In case of a processing with other items which do not belong to the customer, we are entitled to a co-ownership of the new item to the proportion which results from the ratio of the value of the processed, mixed or integrated (in the following: processed) goods under reservation of title to the value of the remaining processed goods at the moment of processing.
7. Under the reservation of revocation, the customer shall be entitled to collect the assigned claims from the resale. Where good cause exists, especially in the event of default in payment, suspension of payment, application for the opening of insolvency proceedings, protest of a bill or in case of justified indications for an excessive indebtedness or an imminent insolvency of the customer, ETT shall be entitled to revoke the customer’s authority of collection. After prior notice and observation of an appropriate period, ETT is entitled to disclose the assignment for security, use the assigned claims and demand the disclosure of the assignment for security by the customer to his own customers.
8. The customer shall notify ETT immediately of pledges, confiscations or other dispositions or acts of intervention by any third party.
9. If the customer is in breach of his contractual obligations, especially in the event of default in payment, ETT shall be entitled to provide the service immediately, withdraw from the contract and recover the delivered goods after an appropriate period of grace expired without result; the statutory provisions about the dispensability of setting deadlines shall not be affected. The customer shall be obliged to surrender the goods.

§7 Defects

1. As far as the customer is entrepreneur in accordance with § 14 German Civil Code, he is obliged to check the goods and services supplied by ETT for defects and to report any defects founds to ETT. Notification of obvious defects shall be deemed in time if received within 7 calendar days from the date of delivery of the goods and/or acceptance of the work performed. Notification of hidden defects shall be deemed in time if received within 7 calendar days after discovery. In the event of non-compliance with this notice period the goods shall be deemed accepted.
2. The opportunity of a supplementary performance within a reasonable period of time has to be given to ETT. The customer is not entitled to change the claimed goods himself independently. In this case, the customer loses his rights to claim damages.
3. ETT at their discretion will either remove proven defects free-of-charge or deliver replacement with the return of the complained goods. If ETT fails to comply with its obligation to supplementary performance or spare part delivery, the customer has to grant ETT an appropriate respite for supplementary performance.
4. ETT is not liable for material defects caused by unsuitable or improper use by the customer or third parties, normal wear and tear, insufficient maintenance, disregard of operating instructions, excessive strain, unsuitable equipment or negligent handling. The same applies to the consequences of improper modifications or repair work carried out by the customer or third parties without approval. The same applies to defects which only insignificantly reduce the value or suitability of the goods. Also excluded from the liability for material defects are wearing parts such as greases, oils, hose packages, external peripheral connections, cables subjected to torsion and bending stress and components designated as wearing parts (see spare and wearing parts list).
5. Product-related statements or recommendations by ETT in public, especially in advertising, in brochures or leaflets do not constitute a contractual statement of the quality of the goods or item.
6. Warranty claims for material defects of the customer become time-barred twelve months from delivery of the items or acceptance of the work. This shall not apply if the law mandatorily prescribes longer periods, i.e. in cases of injury to life, body or health, in cases of wilful or grossly negligent breach of duty, in cases of product liability and in cases of fraudulent concealment of a defect.

§8 Transfer of Risk

1. The risk will be transferred to the customer upon delivery of the goods, even in the event that the equipment still has to be installed by the customer and that a subsequent commissioning by ETT has been agreed between the parties.
2. Furthermore, even in the event of an official confiscation, the risk shall be transferred to the buyer upon handover to the carrier or when the goods leave ETT’s factory or warehouse at the latest, even if ETT has taken over the delivery.
3. If the dispatch, start / execution of the installation work or assembly are delayed due to circumstances for which the customer is responsible, or if the customer is in delay of acceptance for any other reason, the risk shall be transferred to the customer upon occurrence of the delay.                     4. If the acceptance of the goods or their dispatch is delayed for a reason for which the customer is responsible, ETT is entitled, after setting and expiration of a 14-day grace period, to demand immediate payment or to withdraw from the contract or to refuse the fulfilment and to claim damages instead of the entire performance at ETT’s discretion. The setting of a time limit must be in writing or in text form.

§9 Delays in Installation and Assembly

If the installation, assembly or commissioning are delayed due to circumstances for which ETT is not responsible, the purchaser will bear the appropriate costs for any waiting time and the additional travel costs incurred to the supplier or his technical staff.

§10 Liability

1. According to the aforementioned and the following limitations of liability, ETT shall be liable for fatalities, injuries to body and damages to health caused by deliberate or negligent violation of obligations by ETT, their legal representatives or vicarious agents, as well as for damages that are covered by liability according to the product liability act, and for damages caused by deliberate or grossly negligent
violation of ETT’s obligations, fraudulent intent or the assumption of a guarantee by ETT.
2. ETT will also be liable for any damages caused by slight negligence as far as this negligence is related to contractual obligations and the fulfilment of these obligations is essential for the due execution of the contract and on which the contractual partner can reasonably expect to be able to rely (“cardinal duties” such as the fault-free supply of goods and services). ETT will only be liable if the damage is typically related to the contract and foreseeable and shall be limited to the respective order value. ETT shall not be liable for slight negligence of non-essential secondary contractual obligations.                                                                                                                3. The aforementioned limitations of liability shall also apply as far as the liability of legal representatives, executive staff and other vicarious agents is concerned. Any further liability shall be excluded hereby, without regard to the legal nature of the asserted claim. Where ETT’s liability is limited or excluded, the same applies to the liability of their employees, staff members, representatives and other vicarious agents.                                            4. Claims for damages become time-barred one calendar year from the delivery of the goods or services irrespective of the customer’s knowledge of the cause of damage and/or the person who caused the damage. The short limitation period does not apply in so far as the damage was caused deliberately or by gross negligence on the part of ETT or in the event of bodily injuries or fatalities caused by ETT.

§11 Force Majeure

In the event of force majeure or any other circumstances for which ETT is not responsible, e.g. interruptions of operations, strike, lockouts, regulatory interventions etc. – even if a subcontractor is subject to these circumstances – the delivery time will be extended by a reasonable period if these circumstances prevent ETT from complying with their obligations in time. If the delivery or the service becomes permanently impossible due to such a circumstance or if ETT is entitled to refuse the service due to such a circumstance (§§ 257, clause 2 and 3 BGB), ETT may withdraw from the contract. If the delivery time is extended due to one of the aforementioned circumstances or if ETT is released from its obligation to provide service, the customer is not entitled to derive any compensation claim.

§12 Instruction and Product Liability

1. The customer undertakes to observe any product information issued by ETT and to forward this information to his customers. The same applies for any safety data sheets issued by ETT and to any other written product specifications.
2. The customer undertakes to conclude a corresponding agreement with his customers and to provide evidence to ETT on request.
3. In the event that the customer fails to meet this obligation and if this failure results in product liability claims against ETT, the customer shall indemnify ETT from such claims in their internal relationship upon first request.

§13 Export Provisions

If products of ETT are exported, the customer shall comply with the applicable export and control regulations. The customer has to obtain and submit to ETT all appropriate authorisations in good time. If the customer fails to do so, ETT is entitled to withdraw from contract without being liable to any compensation claims to the customer. The customer will be solely responsible for verifying and assessing whether a product requires an export approval and/or whether the export is subject to any specific safeguard provisions. The customer guarantees that he will not export any services and products supplied by ETT into countries that are subject to embargos on export and/or trade restrictions imposed by the Federal Republic of Germany.

§14 Copyrights / Data Protection

1. ETT reserves all property rights and copyrights for drawings, plans, cost estimates, proposals and other documents submitted to the customer. These documents and/or information shall only be used in connection with the delivered goods as stipulated in the contract and must not be disclosed to third parties without the express written approval of ETT. Programmes and the appropriate documentation are exclusively for own use in the customer’s own business operation.                                                2. All customer data exchanged within the scope of the services of the contract and other information of the customer about production secrets or relevant product-related data are used by ETT exclusively for the services defined in the contract and are not passed on to third parties. For further information on data protection please refer to https://www.ett.de/de/datenschutz/.

§15 Place of Jurisdiction and Applicable Law

1. All legal relationships between ETT and the customer are subject to German law in the respective current version. Application of the UN sales law and the conflict rules of international private law are excluded.
2. Place of fulfilment for all disputes arising from or in connection with the contract or these General Business Conditions is Fredelsloh, Germany if the principal is a merchant, a legal entity under public law or a special fund under public law; place of jurisdiction is the court competent for the registered office of ETT. In addition, ETT shall be entitled to raise a claim against the customer at his legal places of jurisdiction (right to choose).

§16 Miscellaneous

1. There are no additional agreements other than the written contract and the present General Terms and Conditions. Any alterations or additions must in writing, whereby this formal requirement can only be waived by an express written declaration for specific cases.
2. Compliance with the written form is ensured by adherence to the text form.
3. If individual provisions of these General Business Conditions are or become ineffective, the validity of the remaining provisions of these General Conditions shall not be affected thereby.                                                           4. In the event of conflicts between the English and German versions of the GTCs, the German version shall prevail.

Issued 23 June 2020

Terms and Conditions of Purchase of ETT Verpackungstechnik GmbH (ETT)

1. General Provisions

a. The following General Terms and Conditions of Purchase apply to all contracts concluded between ETT and the supplier regarding the delivery of goods and/or the provision of services, work,design, or other services, provided that the seller, contractual partner, or contractor (hereinafter “Seller or Supplier”) is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). These General Terms and Conditions do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).

b. All agreements made between the Buyer and the Seller in connection with the sales contracts are set forth in writing in the sales contracts, these Terms and Conditions, and the Buyer’s offers. Any deviating terms and conditions of sale of the seller that ETT (hereinafter “Buyer” or “Purchaser”) does not expressly accept are not binding on the Buyer, even if the Buyer does not expressly object to them.

2. Offer/Conclusion of Contract

a. An offer to conclude a contract of sale, a service contract, or a contract for work and materials (order) is valid only in writing. Orders placed in any other form require the Buyer’s written confirmation to be valid. The Buyer is bound by the offer for two weeks. The Seller may accept the offer only within these two weeks by means of a written declaration to the Buyer.

b. Drawings, plans, and other documents forming part of the order remain the property of the buyer, who reserves all copyrights to these documents. The seller may not disclose these documents to third parties without the buyer’s written consent. If the seller does not accept the buyer’s offer within the two-week period specified in Section 2 a) of these terms and conditions, these documents must be returned to the buyer immediately. Any right of retention with respect to these documents is excluded. The Seller shall be liable to the Buyer for all damages incurred by the Buyer as a result of the unauthorized disclosure of the documents to third parties or the failure to return the documents or the delay in returning them.

c. The seller is obligated to independently review the buyer’s offers, drawings, plans, and other specifications for errors and inconsistencies and to report any concerns to ETT without delay.

d. Cost estimates are not compensated. Any charges for their preparation must be agreed upon in writing with the buyer in advance.

3. Content of the Contract

The seller may only carry out the order placed with him personally. If he wishes to subcontract the order, in whole or in part, to a third party, he must first obtain the buyer’s written consent.

4. Delivery Time

a. The delivery dates or the specified delivery date and deadlines stated in the order are binding. Compliance with the delivery dates or deadlines is determined by the receipt of the delivery at the receiving or usage location specified by the buyer.

b. If the Seller realizes that an agreed-upon date or period cannot be met, the Seller must immediately notify the Buyer in writing, stating the reasons and the expected duration of the delay.

c. If the seller defaults on delivery, ETT is entitled to the statutory claims, in particular—provided the statutory requirements are met—the right to compensation for damages resulting from the delay. Furthermore, in the event of a culpable delay in delivery by the supplier, ETT is entitled to demand a contractual penalty of 0.2% of the delivery or order value as stated on the final invoice for each day or
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portion thereof that the delay continues, but not exceeding a total of 5% of the delivery value as stated on the final invoice. Any contractual penalty paid shall be credited against any further claims for damages. Acceptance of a delayed delivery or service does not constitute a waiver of ETT’s claims for damages.

d. If the seller is unable to meet agreed-upon delivery dates and deadlines for reasons beyond its control—such as force majeure or labor disputes—the contracting parties are obligated, to the extent reasonable, to adjust their obligations in good faith to the changed circumstances. However, the buyer is released from the obligation to accept the ordered delivery and is entitled to rescind the contract to the extent that the delivery is no longer usable by the buyer, taking economic considerations into account, as a result of the delay caused by the passage of time.

e. The seller may invoke the failure to provide necessary documents to be supplied by the buyer only if the seller has requested the documents in writing and has not received them within a reasonable period of time.

f. If delivery occurs earlier than agreed, we are entitled to return the shipment at the supplier’s expense. If we do not exercise this right, the shipment will be stored at our facility until the agreed delivery date at the supplier’s expense and risk. The due date for the payment owed by us is determined by the contractually agreed delivery date.

g. Partial deliveries are permitted only if expressly agreed to in writing. In the case of agreed partial deliveries, the seller must specify the remaining quantity.

5. Prices/Shipping/Packaging

a. The agreed-upon prices are binding and exclude any subsequent claims for additional payment. Costs for packaging and transportation to the point of receipt or use specified by us, as well as for customs formalities and duties, are included in the prices. If no prices are specified in the order, the seller’s current list prices, including customary trade discounts, shall apply. The price includes the applicable statutory value-added tax. The manner in which prices are quoted does not affect the agreement regarding the place of performance.

b. The buyer must be notified of each delivery immediately upon its completion by means of a shipping notice, which must include details regarding type, quantity, and weight. The order number and item number must be specified in all correspondence, as well as in the shipping notices, waybills, and invoices.

c. Shipping is at the seller’s risk. The risk of any deterioration, including accidental loss, remains with the supplier until delivery to the receiving or usage location specified by us. Unless otherwise agreed, shipping and packaging costs shall be borne by the supplier. Delivery and shipping shall be made in accordance with Incoterms 2020, DAP clause, to the delivery address specified by ETT. Any additional costs for express delivery necessary to meet an agreed delivery date shall be borne by the supplier.

d. The shipment must be packaged in such a way as to prevent damage during transport.

e. Packaging materials may only be used to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials may be used.

f. If it is contractually agreed that we are to bear the transportation costs, we will cover them up to the amount specified in the standard customer rate schedule.

g. The seller is free to insure its shipments at its own expense. We will not recognize or cover any insurance costs invoiced to us.
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6. Invoicing/Payment

a. Invoices must be sent to the buyer in duplicate, including all relevant details, following delivery. Unless otherwise agreed in writing between the parties, the buyer shall make payment in the customary manner within 14 days, subject to a 3% discount or net within 30 days, both calculated from the date of receipt of the goods. The buyer is entitled to the full scope of statutory rights of set-off and retention. The buyer is entitled to assign all claims arising from the purchase contract to third parties without the seller’s consent. The seller is not entitled to assign claims arising from the contractual relationship to third parties without the buyer’s prior written consent, provided that the buyer may not unreasonably withhold such consent.

b. To the extent it has been agreed that the seller must provide certificates of material testing, these constitute an essential part of the delivery; they must be submitted together with the invoice, but no later than 10 days after the invoice date. The scope of delivery also includes, if specified in the order, the complete documentation. The payment period does not begin until the agreed-upon documents have been received in full.

c. The buyer is obligated to make advance payments only if this has been agreed upon and the seller provides security, e.g., through a performance bond from a domestic financial institution.

d. If the buyer becomes aware of facts that call into question the supplier’s ability to perform, the buyer is entitled to demand that the supplier provide appropriate security before fulfilling its payment obligations. If the supplier fails to comply with such a request by the buyer within a reasonable period set by the buyer, the buyer is entitled to withdraw from the contract, provided that the supplier has been given prior written notice of such withdrawal.

7. Retention of Title

Ownership of the ordered goods shall pass to the buyer upon full payment of the purchase price. Any extended or prolonged retention of title is excluded.

7a Quality Management

a. The supplier must regularly monitor the quality of its deliveries and services. Prior to each delivery or provision of services, the supplier must ensure that the items intended for delivery are free of defects and comply with the agreed-upon technical requirements. The supplier represents and warrants to the buyer that the conclusion and performance of the contract do not constitute any legal violations, particularly with regard to compliance with laws, regulations, or other provisions, and that the products, in particular, correspond to the current state of the art in compliance with all relevant regulations.

b. Changes to the subject matter of the delivery or service require the prior written consent of the buyer. The supplier must establish and demonstrate a management system that complies with recognized standards (e.g., DIN EN ISO 9000 et seq., DIN EN ISO 45001, SCC SCP, etc.). In addition, the Supplier must comply with ETT’s operational regulations and rules. In particular, the Supplier must observe the regulations and rules of the employers’ liability insurance association as well as generally accepted safety and occupational health rules. The Supplier must comply with the provisions of the Occupational Safety and Health Act. This includes, in particular, the preparation of risk assessments for the activities to be performed and the work equipment used.

c. Furthermore, the supplier is obligated to provide all necessary product information—in particular regarding the composition, shelf life, and use of the contractual products, e.g., safety data sheets, operating and assembly instructions, test certificates, declarations of conformity, and labeling requirements—with the delivery note (at least in German or English) for every delivery or service, and to immediately forward to the buyer all information regarding any exceedances of substance restrictions and the delivery of prohibited substances. The supplier is solely responsible for
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compliance with accident prevention regulations during delivery and the provision of services. Any necessary protective equipment or manufacturer’s instructions must be supplied free of charge.

d. To ensure the quality of its deliveries and services, the supplier must conduct a quality inspection appropriate to the nature and scope of the goods and services. The supplier shall allow ETT to verify, at reasonable intervals, that the aforementioned quality management measures are being implemented and to conduct a supplier audit in each instance. The supplier shall grant ETT access to its facilities for this purpose to an appropriate extent and following prior scheduling of an appointment, and shall provide a technically qualified employee to assist during such access. This includes, in particular, the areas of management, administration, production, quality assurance, warehousing and transportation, quality management, and environmental management.

e. In addition, the supplier must observe and comply with the legal protections set forth in Section 2 of the Act on Corporate Due Diligence in Supply Chains (LkSG) and undertakes, for its part, to impose corresponding obligations on its subcontractors and to monitor compliance with these obligations at appropriate intervals among its suppliers and subcontractors. The supplier is obligated, upon request by ETT, to obtain and provide the information and documents necessary for ETT to fulfill all requirements of the LkSG arising from the contractual relationship. If the supplier determines that a violation of the legal rights protected under § 2 LkSG has occurred or is likely to occur within its business operations or supply chain, it is obligated to notify ETT of this immediately in writing and to take the necessary preventive and corrective measures.

§ 7b Compliance with the Provisions of the Cyber Resilience Act and Regulation (EU) 2024/2847

a. The supplier warrants that all delivered products, components, or software elements (“products with digital elements”) comply with the applicable requirements of Regulation (EU) 2024/2847 (Cyber Resilience Act – CRA) as well as the principles of “Security by Design” and “Security by Default.” The Supplier shall ensure that all necessary conformity assessment procedures have been successfully carried out for the contractual products and that the corresponding technical documentation and CE marking are available, to the extent required by law. If there is a change in CRA compliance (e.g., due to the revocation of certificates, successful market surveillance procedures by the authorities, or subsequent classification of the product as non-compliant), the Supplier must inform the Purchaser immediately (within 24 hours).
The supplier shall, without being asked, provide the purchaser with all information and evidence relevant to CRA compliance. This includes, in particular, information on known vulnerabilities, security-related changes, security advisories, and the Software Bill of Materials (SBOM), to the extent available or required by law.

b. The supplier is obligated to provide the purchaser, no later than upon delivery of the product, with a complete, machine-readable, and up-to-date Software Bill of Materials (SBOM) in a commonly used standard format (e.g., SPDX or CycloneDX) free of charge. The SBOM must comprehensively list all third-party and open-source components contained in the product, along with their version numbers. An updated SBOM must be submitted unsolicited upon every software update or relevant product change.

c. The supplier agrees to implement a structured vulnerability management process for the entire product lifecycle or support period. If the supplier becomes aware of an actively exploited vulnerability or a serious security incident in a delivered component, it must notify the purchaser immediately, but no later than 24 hours after becoming aware of it, in writing or in text form. The report must include a risk assessment as well as initial recommendations for mitigating the risk. The Supplier shall designate a dedicated, permanently available contact person (e.g., Product Security Incident Response Team – PSIRT) for cybersecurity issues.
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d. In the event of newly discovered critical vulnerabilities, acute threat situations, or official warnings, the supplier is obligated to immediately publish a security advisory in accordance with the CRA’s guidelines and to notify the purchaser directly. If a security vulnerability leads to a CRA-mandated product recall or the need for field modifications, the Supplier shall bear all associated costs (including transportation, labor, replacement costs, and any contractual penalties incurred by the Purchaser from third parties). The Supplier shall provide the Purchaser with a preliminary remediation plan (workaround/patch) within 48 hours of becoming aware of the issue.

e. The Supplier is obligated to inform the Purchaser in writing of all security-related product changes, software updates, firmware modifications, or hardware revisions without delay, but no later than 5 business days prior to their implementation or delivery. Each security-related change must include a detailed description of the vulnerabilities addressed (specifying CVE numbers, if available) as well as a risk analysis regarding compatibility with the Purchaser’s existing machine architecture.

f. The Supplier guarantees the provision of security updates and patches to address vulnerabilities for a period of at least 5 years from the delivery of the last component of this type. These updates must be made available to the Purchaser immediately and free of charge. The Supplier is obligated to provide written notice of the discontinuation of security updates for the product or essential subcomponents with at least 24 months`advance notice. In this case, the Supplier must offer the Purchaser an equivalent, CRA-compliant migration solution.

g. A lack of or revoked CRA compliance constitutes a material defect that entitles the Purchaser to immediately rescind the contract, refuse acceptance, and claim damages. If the Supplier breaches its obligations under this Agreement or the CRA and the Purchaser is consequently held liable by third parties or market surveillance authorities (e.g., through fines, sales bans, or product recalls), the Supplier shall fully indemnify the Purchaser against all resulting costs, damages, and expenses.

8. Warranty

a. The buyer is obligated to inspect the goods on a random basis for deviations in quality and quantity within a reasonable period of time following delivery by the seller. A notice of obvious defects is timely if it is sent by the buyer within 5 business days of delivery of the goods and is subsequently received by the seller; a notice of hidden defects is timely if the buyer sends it within 5 business days of their discovery and it is subsequently received by the seller.

b. The buyer is entitled to the statutory claims for defects against the seller, and the seller is liable to the buyer to the extent provided by law.

c. In the event of delivery of defective goods prior to or upon transfer of risk, or in the event of defects that arise during the warranty period, the supplier shall, at its own expense and at the purchaser’s discretion, either remedy the defects or deliver new goods free of defects. If the supplier is unable to perform the remedial action or fails to do so within a reasonable period, the buyer may withdraw from the contract without setting a further deadline and return the goods at the supplier’s risk and expense, or remedy the defect itself or have it remedied by a third party at the supplier’s risk and expense (substitute performance).

d. The statute of limitations for claims for defects is 36 months from the transfer of risk, unless otherwise agreed.
e. The buyer is entitled to the statutory recourse claims within a supply chain (supplier recourse pursuant to Sections 445a, 445b, 445c, and 478 of the German Civil Code (BGB)) without restriction, in addition to the warranty claims.
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9. Seller’s Liability/Insurance Coverage

a. If the buyer is held liable by third parties for damages resulting from product damage for which the seller is responsible, the seller shall, upon the buyer’s first request, indemnify the buyer against all third-party claims, including the necessary costs to defend against such claims.

b. If the buyer is required to carry out a recall due to a claim within the meaning of Section 9(a) of these provisions, the seller is obligated to reimburse the buyer for all expenses arising from or in connection with the recall carried out by the buyer. To the extent possible and reasonable in terms of time, the Buyer shall inform the Seller of the content and scope of the recall and give the Seller the opportunity to comment. Any further statutory claims of the Buyer remain unaffected by this provision.

c. The seller is obligated to obtain and maintain product liability insurance with a coverage amount appropriate for the goods. Any further statutory claims of the buyer remain unaffected by this provision.

d. If the buyer is held liable by a third party because the seller’s delivery infringes upon a third party’s statutory property right, the seller undertakes to indemnify the buyer against such claims upon first request, including all necessary expenses incurred by the buyer in connection with the third party’s claim and the defense against it, unless the Seller acted without fault. The statute of limitations for these indemnification claims is 36 months, calculated from the transfer of risk.

e. The Seller undertakes to use environmentally friendly products and processes in its deliveries and in the case of supplies or ancillary services provided by third parties, to the extent economically and technically feasible. The Seller assumes liability for the environmental compatibility of the delivered products and packaging materials; the Seller is liable for all damages and expenses arising from a breach of its statutory disposal obligations. At the Buyer’s request, the Seller is obligated to issue a certificate of quality for the goods that are the subject of the delivery. The Seller must identify wear parts in the documentation.

10. Intellectual Property Rights

The Seller warrants that all deliveries are free from third-party intellectual property rights and that the delivery and use of the delivered items do not infringe any patents, licenses, or other intellectual property rights of third parties. The seller shall indemnify the buyer and its customers against any claims by third parties arising from infringements of intellectual property rights and undertakes to reimburse the buyer and its customers for all costs incurred in this connection, including the necessary costs of defending against such claims brought by third parties.

11. REACH Regulation (Regulation (EC) No. 1907/2006) / Import and Export Regulations / Supplier’s Declaration

a. The supplier warrants that its deliveries comply with the provisions of EC Regulation No. 1907/2006 concerning the Registration, Evaluation, and Authorization of Chemicals (REACH Regulation), as amended. The Supplier warrants that the substances contained in the Supplier’s products have been pre-registered to the extent required by the provisions of the REACH Regulation or will be registered after the expiration of the transition periods, provided that the substance is not exempt from registration.

b. For deliveries and services originating from an EU member state outside of Germany, the supplier must provide its EU value-added tax identification number. Unless otherwise agreed between the parties, if the supplier is established in a member state of the European Union, it must deliver the goods with customs duties paid. The supplier is obligated, in all cases, to comply with the foreign trade regulations (in particular, export control and customs regulations) applicable in the country of delivery or at the supplier’s place of business. The buyer may require that the supplier provide, free of
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charge, a certificate of origin or supplier’s declaration in accordance with EU Regulation 2015/2447 prior to delivery.

c. In the event that the supplier breaches any of the aforementioned obligations, the supplier shall, upon first request, indemnify the buyer against all costs, third-party claims (in particular direct or indirect claims for damages), and other disadvantages (e.g., fines) arising from the breach of the foregoing provisions. This does not apply if the supplier is not at fault for this breach of duty. Furthermore, the buyer is entitled at any time to cancel the relevant orders immediately and to refuse acceptance of the corresponding delivery without incurring any costs for ETT. Any existing claims for damages remain unaffected by this provision. A cancellation or refusal to accept delivery does not constitute a waiver of any claims for damages.

12. Data Protection

ETT is the data controller responsible for processing the Supplier’s personal data for the purpose of contract performance pursuant to Article 6 (1)(b) of the GDPR. Personal data is processed exclusively for the purpose of executing and fulfilling the contract. Personal data will not be disclosed to third parties for purposes other than contract fulfillment without the supplier’s consent. The data will be deleted as soon as it is no longer necessary for the purpose of its processing, unless ETT is obligated under Article 6 (1)(c) of the GDPR due to tax and commercial law retention and documentation obligations, or the supplier has consented to further storage pursuant to Article 6 (1)(a) of the GDPR. Applicable data protection law grants the data subject the following rights vis-à-vis ETT regarding the processing of their personal data:

  • Right of access pursuant to Article 15 of the GDPR,
  • Right to rectification pursuant to Article 16 of the GDPR,
  • Right to erasure pursuant to Article 17 of the GDPR,
  • Right to restriction of processing pursuant to Section 18 of the GDPR,
  • Right to be informed pursuant to Article 19 of the GDPR,
  • Right to data portability pursuant to Art. 20 GDPR,
  • Right to withdraw consent pursuant to Article 7 (3) of the GDPR, and – Right to lodge a complaint with the supervisory authority pursuant to Article 77 of the GDPR.

For more information, please visit www.ett.de

13. Confidentiality

a. All parts and documents received from the Buyer remain the property of the Buyer. The Seller is obligated to treat these as confidential; furthermore, the Seller may only use them outside the scope of the contract and/or disclose them to third parties or make them accessible to third parties with the Buyer’s written consent. Upon fulfillment of the respective contract, the Seller must return these to the Buyer immediately and at its own expense.

b. The Seller may refer to its business relationship with the Buyer in its advertising only if it has first obtained written consent.

c. The Seller is obligated to keep confidential, for an indefinite period, all information made available to it by the Buyer that is designated as confidential or that is recognizable as a trade or business secret under other circumstances, and, unless necessary for delivery to the Buyer, neither to record nor to disclose or use such information. All documents, samples, plans, drawings, models, technical specifications, and other materials received from the buyer remain the property of the buyer. The seller is obligated to treat these as confidential; furthermore, the seller may use them outside the
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scope of the contract and/or disclose them to third parties or make them accessible to third parties only with the buyer’s written consent or consent in text form. Upon fulfillment of the respective contract, the Seller must return these to the Buyer immediately and at its own expense. A right of retention is excluded.

d. The Seller shall ensure, through appropriate contractual agreements with its employees and agents, that they, too, refrain indefinitely from any independent use, disclosure, or unauthorized recording of such trade and business secrets.

e. No obligation to maintain confidentiality shall exist if the information was demonstrably developed independently by the Seller or lawfully obtained from another source free of restrictions, which is authorized to disclose the information in question, or if the information becomes known to the general public without a breach of this confidentiality agreement by the Seller, or if the Seller can prove that the information was already known to them without restriction at the time of disclosure to third parties, or if the Buyer confirms in writing that the information is free from such restrictions, or if the Seller is required to disclose or make the information available to third parties due to mandatory regulations and orders, such as a government agency or a court.

f. For each instance of a culpable breach of the foregoing confidentiality obligations, the Seller agrees to pay a contractual penalty to be determined by the Buyer at its reasonable discretion and, in the event of a dispute, subject to review by the competent court. The right to claim further damages, subject to full set-off against the contractual penalty, remains unaffected.

14. Jurisdiction/Place of Performance/Final Provisions

a. The exclusive place of jurisdiction for deliveries and payments (including actions on checks) as well as for all disputes arising between the parties from the contracts concluded between them is Göttingen, provided that the Seller is a merchant within the meaning of the German Commercial Code (HGB).

b. The exclusive place of performance for all mutual obligations arising from the contract is Moringen.

c. The law of the Federal Republic of Germany, as currently in force, shall apply exclusively, to the exclusion of the conflict-of-laws rules of private international law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) as well as other international provisions governing sales or service contracts shall not apply.

d. Any amendments to the contract must be made in writing. Verbal side agreements are invalid.

e. Where these General Terms and Conditions require the written form, this requirement is also satisfied by compliance with the text form (e.g. email or fax).

Effective as of: September 15, 2026