1 Scope of application
1.1 These General Terms and Conditions of Purchase shall apply to all orders and contracts of EPnP GmbH or any affiliated company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) (hereinafter referred to as “Purchaser”) for the purchase and/or delivery of movable goods (hereinafter referred to as “Goods”), if the seller is an entrepreneur as defined in Section 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law (hereinafter referred to as “Supplier”).
1.2 These General Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions deviating from, conflicting with, or supplementing these General Terms and Conditions of Purchase shall be excluded. General terms and conditions of sale, delivery or other terms and conditions of the Supplier shall only apply if and to the extent that the Purchaser has expressly agreed to their application in the individual case. They are hereby expressly rejected as a precaution. These General Terms and Conditions of Purchase shall also apply to all future orders and contracts, even if the Purchaser does not make specific reference to them.
1.3 Any reference to an offer, a letter, an e-mail or other declarations of the Supplier which contain or refer to deviating, conflicting or supplementary terms and conditions or the unconditional acceptance of deliveries as well as their payment in knowledge of such terms and conditions shall not constitute an agreement of the Purchaser, and these General Terms and Conditions of Purchase shall apply exclusively also in such cases.
2 Conclusion of contract
2.1. Any inquiries of the Purchaser are subject to change and non-binding.
2.2 All offers made by the Supplier shall be deemed to be a binding contractual offer. Unless otherwise stated in the offer, the Purchaser is entitled to accept such a contractual offer within 10 days of receipt by placing an order.
2.3 Orders placed by the Purchaser that are not based on an offer from the Supplier or that constitute a modified acceptance within the meaning of Section 150 (2) BGB shall be deemed a binding offer to enter into a contract. Unless otherwise stated in the order, the Supplier is entitled to accept this contractual offer in writing within 10 days from the date of the order (binding order confirmation). Receipt of the declaration of acceptance by the Purchaser shall be decisive for timely acceptance. Any late acceptance shall be deemed a new offer and shall require renewed acceptance.
2.4 The contract concluded with the offer of the Supplier and the order of the Purchaser reflects the agreements between the Supplier and the Purchaser in full, and any verbal agreements between the contracting parties are replaced by this contract, unless they expressly state that they continue to be binding. Such agreements must be confirmed at least in text form. Supplements and amendments to the contract, including these General Terms and Conditions of Purchase, must be made in writing or text form (e.g. by letter, fax or e-mail) in order to be effective.
3 Delivery, transfer of risk, acceptance of the goods
3.1 Deliveries must correspond to the agreements made in terms of execution, scope, and scheduling, and must be made on time and within the agreed deadlines. The Supplier shall not, under any circumstances, make any changes of any kind to the Goods, the production processes, or the production conditions without the Purchaser’s prior consent.
3.2 The Purchaser may, even after conclusion of the contract, request changes to the subject matter of the delivery or performance and may cancel the contract in whole or in part, provided this is reasonable for the Supplier. The Purchaser shall inform the Supplier of any changes in writing or in text form.
3.3 Unless expressly agreed otherwise, deliveries shall be made to the Purchaser’s place of business, free of freight and delivery charges.
3.4 The Supplier shall bear the procurement risk with respect to self-supply by its suppliers. Any reservations of self-delivery on the part of the Supplier shall not apply.
3.5 The Supplier bears the risk of accidental loss and accidental deterioration of the Goods until they arrive at their place of destination.
3.6 Furthermore, the Purchaser is only obliged to accept deliveries if they comply with the agreed specification features or have the other guaranteed features.
4 Partial, excess, or short delivery
4.1 Partial deliveries require the prior written consent of the Purchaser. In such cases, the outstanding remaining quantity must be listed on the delivery note. If the Purchaser accepts partial deliveries without prior consent, this shall not cause any early maturity of payment obligations or constitute consent to the assumption of additional transport costs.
4.2 The Purchaser reserves the right to acknowledge excess or short deliveries in individual cases. If excess deliveries are made without prior written consent, the Purchaser shall be entitled to refuse acceptance of the excess quantity or the complete delivery. Insofar as the Purchaser cannot reasonably be expected to separate the quantities or such separation is not practically possible, the Purchaser shall be entitled to store excess deliveries at the Supplier’s expense or to return them to the Supplier at the Supplier’s expense and risk.
5 Periods, deadlines, delay in delivery
5.1 The delivery time stated by the Purchaser in the order is binding.
5.2 Early deliveries are not permitted.
5.3 The decisive factor for compliance with agreed deadlines and dates is the receipt of defect-free Goods at the place of destination..
5.4 As soon as the Supplier realises that it will be unable to meet agreed deadlines and dates in full or in part, it shall inform the Purchaser thereof, stating the reasons and the expected duration of the delay. Such notifications shall not affect the rights and claims to which the Purchaser is entitled in the event of a delay.
5.5 If the Supplier is in default, the Purchaser may – in addition to further statutory claims a lump-sum compensation for the damage caused by the delay in the amount of 0.3% of the net price per completed working day, but in total not more than 5% of the net price of the delayed Goods. The Purchaser reserves the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no damage at all or only significantly lower damage has been incurred.
5.6 In the case of contracts for successive deliveries and similar agreements, if the Supplier is in default with a partial delivery or performance, the Purchaser shall be entitled, after the unsuccessful expiry of a grace period set for such partial delivery, to withdraw from the contract with respect to all outstanding partial deliveries or performances and/or to claim damages in lieu of performance.
6 Prices, packaging, shipping
6.1 Agreed prices are fixed prices and exclude any additional claims by the Supplier. Unless expressly agreed otherwise, the costs of packaging and transport to the place of destination are included in the prices. The respective price is quoted in euros, unless another currency has been agreed.
6.2 The Purchaser expressly objects to any clauses or arrangements that provide for automatic price adjustment mechanisms, price stability clauses, or unilateral rights of the Supplier to adjust prices.
6.3 The Goods must be transported in such a way as to avoid damage or spoilage in transit.
6.4 If Goods to be delivered must be marked or packaged in accordance with special national or international shipping regulations, the Supplier shall do so even in the absence of an express request. Any damages resulting from a failure to comply with these regulations shall be borne by the Supplier.
6.5 Order numbers communicated to the Supplier, the designated recipients, article description and number as well as the correct place of receipt of the Goods must be stated in all shipping documents
7 Invoice, payment, rights of set-off, and retention
7.1 Invoices must be submitted in a form that is suitable to being audited, containing all mandatory details required by applicable law after complete delivery free of defects and submission of documents for each order. Invoices may be rejected if they are not suitable to being audited.
7.2 Unless otherwise agreed in writing, payments shall be made within 14 days with a 3% discount or within 30 days net. The payment and discount period shall run from the receipt of a complete and auditable invoice, but not before proper and defect-free performance of the contract. Payment shall be deemed to have been made on time if the Purchaser has instructed its bank to execute the payment on the last day of the period.
7.3 The Purchaser does not owe any interest on the due date. The statutory provisions shall apply to payment defaults.
7.4 The Purchaser shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, the Purchaser shall be entitled to withhold payments due as long as the Purchaser is still entitled to claims against the Supplier arising from incomplete or defective performance. The Supplier shall have a right of set-off or retention only in respect of counterclaims which have been legally established or are undisputed.
8 Warranty
8.1 The Supplier must provide defect-free deliveries. The Supplier is obliged to deliver the Goods in accordance with the samples, type samples, batch or lot samples, product, or other specifications on which the contract is based. The relevant statutory provisions shall apply to the rights of the Purchaser in the event of material defects and defects of title, unless otherwise stipulated below.
8.2 For Goods with digital elements or other digital content, the Supplier shall provide and update the digital content, at least to the extent required by any agreement on the quality of the Goods or other descriptions of the Goods.
8.3 The Purchaser shall not be obliged, at the time of contract conclusion, to inspect the Goods or make any special inquiries regarding potential defects. Accordingly, the Purchaser shall have full warranty and defect claims even if the defect was unknown to the Purchaser at the time of contract conclusion due to gross negligence.
8.4 The Purchaser’s commercial obligation to examine the Goods is limited to defects which become apparent during an incoming goods inspection in the course of an external examination, including the delivery documents (e.g. transport damage, short delivery), or which are recognisable during a quality control via a random sampling procedure. Moreover, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The Purchaser’s obligation to give notice of defects discovered later remains unaffected. Notwithstanding the Purchaser’s duty to inspect, a notice of defect by the Purchaser shall in any case be deemed to have been sent without undue delay and in good time if it is sent within three working days of discovery or, in the case of obvious defects, of the arrival of the goods at the Purchaser’s premises.
8.5 Limitations or exclusions of liability by the Supplier are not accepted. In the event of defects and in the event of a warranty claim, the Purchaser shall be entitled to the statutory rights in respect of defects. Insofar as individual warranty claims, e.g. on the basis of an assumed durability guarantee, go beyond the statutory defect-related rights, these shall remain unaffected.
8.6 A period of 36 months shall apply in each case to defect-related claims subject to the statute of limitations, beginning with the arrival of the Goods at the place of destination. Any longer statutory limitation periods for the limitation of defect-related claims as well as the course of the statutory limitation period for guarantees shall remain unaffected.
8.7 If a defect becomes apparent within the limitation period, the Purchaser shall be entitled, at its own discretion, to demand subsequent performance by way of repair, subsequent delivery, or new manufacture within a reasonable period of time. If the Supplier does not fulfil its obligation to remedy the defect within the set period, the Purchaser may remedy the defect itself and demand compensation from the Supplier for any expenses borne or a corresponding advance payment. In the event of defective packaging or incorrect declaration of the Goods, the expenses to be reimbursed to the Purchaser shall also include the costs incurred by the Purchaser as a result of this (e.g. for repackaging or new packaging). In urgent cases, if the Supplier could not be reached and there is a risk of disproportionately high damages, the Purchaser has the right to carry out the supplementary performance at the expense and risk of the Supplier or to have it carried out by third parties. The Purchaser shall inform the Supplier of such measures without delay.
8.8 Furthermore, in the event of a material defect or defect of title of the Goods, the Purchaser may reduce the purchase price, withdraw from the contract, and claim damages or the reimbursement of futile expenses in accordance with the statutory provisions.
9 Supplier recourse
9.1 The legally determined recourse claims within a supply chain (supplier recourse according to Sections 445a, 445b, 478 BGB) are available to the Purchaser without restriction in addition to the defect-related claims. In particular, the Purchaser shall be entitled to demand from the Supplier exactly the type of subsequent performance (repair or replacement delivery) which the Purchaser owes to its customer in the individual case; or Goods with digital elements or other digital content, this shall also apply with regard to the provision of necessary updates. The statutory right of choice of the Purchaser (Section 439 para. 1 BGB) shall remain unaffected.
9.2 Before the Purchaser acknowledges or fulfils a defect-related claim asserted by its customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) BGB), the Purchaser shall notify the Supplier and request a written statement, briefly setting out the facts of the case. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is brought about, the defected-related claim actually accepted by the Purchaser shall be deemed to be owed to its customer. In this case, the Supplier bears the burden of proof to provide evidence to the contrary.
9.3 The Purchaser’s claims from supplier recourse shall also apply if the defective Goods have been further processed by the Purchaser or another entrepreneur.
10 Audits
10.1 In the event of quality problems with the Goods supplied by the Supplier and/or deviations from the agreed specifications of the Goods, the Purchaser shall be entitled to carry out a process or product audit. The Supplier shall grant employees of the Purchaser and/or external auditors bound by confidentiality (e.g., testing and certification bodies, authorities) access during regular business hours to all production facilities, testing facilities, warehouses, and adjacent areas, and shall allow inspection of all quality-relevant documents.
10.2 The Purchaser shall give timely notice prior to conducting an audit. The Purchaser shall accept necessary and reasonable limitations on its audit rights to protect the Supplier’s trade secrets.
10.3 The conduct of audits shall not in any way limit the Supplier’s sole responsibility regarding the quality of the Goods.
11 Quality assurance, documentation
11.1 The Supplier is obliged to implement and maintain a quality assurance system. Through appropriate quality assurance measures, the Supplier shall ensure that the agreed specifications and other quality requirements are met. The Supplier is required, at its own expense, to examine and secure the quality of the Goods within the framework of a coherent quality assurance concept through continuous quality assurance and control measures.
11.2 The Supplier shall keep records of the above quality assurance measures, in particular of measurements and test results, and shall store these records and any samples of the Goods in an orderly manner. The Supplier shall grant the Purchaser access to the extent necessary and shall provide copies of the records as well as any samples.
11.3 Documents and records must be retained by the Supplier in accordance with statutory provisions, but for at least ten years.
12 Third-party property rights, ownership
12.1 The Supplier shall ensure that the Purchaser does not infringe the industrial property rights of third parties by using or selling the Goods in accordance with the contract. The Supplier shall indemnify the Purchaser against all claims made against the Purchaser for infringement of an industrial property right and shall bear the costs of protecting the rights if the claims are based on a breach of duty due to the Supplier’s fault. In the event of a claim being raised the Purchaser shall inform the Supplier immediately.
12.2 The Purchaser objects to retention of title regulations of the Supplier, insofar as these go beyond a simple retention of title. Those regulations require a prior written agreement in individual cases. Should it nevertheless come about that sub-suppliers assert property rights, co-ownership rights or liens against the Purchaser or have compulsory enforcement measures carried out, the Purchaser will raise a claim against the Supplier for all damages resulting from this.
13 Product and manufacturer liability, insurance
13.1 The non-contractual product and manufacturer liability of the Supplier shall be governed by the statutory provisions. The Supplier shall indemnify the Purchaser against all claims arising from product and manufacturer liability if these are attributable to a defect in the Goods supplied by it, the cause of which lies within its sphere of control or organisation and it itself is liable in relation to third parties. Under the same conditions, the Supplier shall also be liable for damages incurred by the Purchaser in such cases as a result of reasonable and necessary precautionary measures, e.g. public warnings or recalls. The Purchaser’s right to assert its own claim for damages against the Supplier remains unaffected by this.
13.2 Within the scope of its indemnification obligation, the Supplier shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with a third party claim, including recall actions carried out by the Purchaser. The Purchaser shall inform the Supplier of the content and scope of recall measures – insofar as this is possible and reasonable – and give the Supplier the opportunity to comment. Further legal claims remain unaffected.
13.3 The Supplier undertakes to maintain a liability insurance policy with a minimum coverage of €1,000,000 / €2,000,000 per claim and a product liability insurance policy with a minimum coverage of €5,000,000 / €10,000,000 per claim, for at least the duration of the business relationship with the Purchaser. At the Purchaser’s request, the Supplier shall provide a certificate of insurance as proof of such coverage.
14 Deterioration of assets
If it becomes apparent after the conclusion of the contract that the Purchaser’s claim to consideration is at risk due to the Supplier’s lack of performance capability (e.g., cessation of payments, filing for insolvency proceedings), the Purchaser shall, at its discretion and without prejudice to other rights, be entitled, without setting a deadline, to withdraw from the contract, terminate the contract for good cause, or withhold its own performance until the Supplier has rendered the consideration or provided adequate security for it.
15 Confidentiality
15.1 Documents and samples provided by the Purchaser to the Supplier shall be treated as confidential and may not be made accessible to third parties or otherwise used without the prior written consent of the Purchaser. The documents and samples shall remain the property of the Purchaser. The Purchaser reserves the right to demand their return at any time if the Supplier breaches such obligations or once ongoing contracts have been completed. The Purchaser also reserves the right to withdraw from ongoing contracts and to terminate for good cause in the event of a breach, as well as to file a criminal complaint to initiate criminal proceedings.
15.2 The Supplier is obliged to keep confidential all operational data and information of which it becomes aware in connection with the business relationship with the Purchaser, including information about customers of the Purchaser, and to oblige its employees and other vicarious agents accordingly. This does not apply to data that is generally accessible to the public.
16 Supplier Code of Conduct
The Supplier undertakes to comply with the standards set out in the current version of the Supplier Code of Conduct of the EPnP Group – accessible at epnp.de/en/company/supplier-code-of-conduct-and-compliance – at all times. The Supplier shall obligate its employees and subcontractors, who are engaged in connection with the fulfillment of its contractual obligations to the Purchaser, to comply with the Supplier Code of Conduct. At the Purchaser’s request, the Supplier shall provide evidence to the Purchaser that its employees and subcontractors have been bound to these obligations.
17 Data protection; information security
17.1 To the extent that personal data is provided in connection with the performance of the contract, the Supplier shall process such personal data solely for the purpose of fulfilling its obligations under this contract and in compliance with the applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR), as the party responsible for processing. The Supplier shall not process such personal data for any other purpose, shall protect personal data received from the Purchaser through appropriate technical and organizational measures against access by unauthorized third parties, and shall immediately inform the Purchaser in the event of suspected data protection breaches or other irregularities in the processing of the Purchaser’s data.
17.2 The Supplier shall not access the Purchaser’s computer systems and shall not permit any third party to access them without the Purchaser’s express written consent.
17.3 The Supplier shall immediately inform the Purchaser of, and assist the Purchaser with, any suspected, actual, or imminent security incidents or breaches, unusual or malicious activities or events, and/or vulnerabilities of which the Supplier becomes aware, that in any way affect the Purchaser’s systems or data.
17.4 Any breach of the obligations under Sections 17.1 to 17.3 shall constitute a material breach of contract and entitle the Purchaser to terminate the contract for cause.
18 Place of performance, choice of law, place of jurisdiction
18.1 Unless expressly agreed otherwise, the place of destination shall be the place of performance for the delivery, service, and any subsequent performance.
18.2 These General Terms and Conditions of Purchase and all contracts between the Supplier and the Purchaser shall be governed by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is excluded.
18.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract shall be the Amtsgericht Mannheim in Germany. This shall also apply if the Supplier has no general place of jurisdiction in the Federal Republic of Germany or has moved its habitual residence abroad after conclusion of the contract. However, the Purchaser shall be entitled to sue the Supplier at any other statutory place of jurisdiction.
As of November 2025