1. validity

1.1 All orders placed and contracts concluded (hereinafter also referred to as "orders") by AAT Automation GmbH and all companies affiliated with it (hereinafter referred to as "purchaser") - including future orders - for the delivery of goods, in particular also machine and plant parts, as well as the performance of services, in particular also assembly, design, development and monitoring services during commissioning (hereinafter collectively referred to as "delivery") shall be governed exclusively by the following Terms and Conditions of Purchase. Deviating or supplementary terms and conditions of our supplier or other contractual partner (hereinafter referred to as "Contractor") shall not be binding on us, even if AAT Automation GmbH does not expressly object to them in individual cases or accepts the Contractor's delivery without reservation in the knowledge of conflicting terms and conditions of the Contractor.

1.2 Should provisions of the order or these Terms and Conditions of Purchase be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of the order. In this case, the contracting parties shall be obliged in good faith to replace the invalid provision with a provision that comes as close as possible to the economic purpose pursued by the invalid provision within the framework of what is legally permissible.

2. order and conclusion of contract; documents, drawings, etc

2.1 Orders, commissions and call-offs shall only be binding on the Purchaser if they have been placed in writing, duly signed and provided with an order number. Orders placed by telephone or verbally are only binding for the customer if they are confirmed in writing. Any amendment, supplement, collateral agreement or similar must be made in writing to be effective. The requirement for the written form can only be waived in writing.

2.2 Offers, production of drafts, production of samples or specimens by the Contractor shall be free of charge for the Customer unless otherwise agreed in writing. Drawings (with detailed dimensions) and documents of the Contractor shall be supplied to the Customer free of charge to the extent agreed in each case. In any case, all drawings and documents which are necessary for the proper execution of assembly, monitoring, repairs, replacement procurement and maintenance, which comprehensively describe the function of the delivered item and which are necessary for obtaining approvals or the like shall be supplied free of charge. The customer is entitled to use these drawings and documents for the manufacture of spare parts, modifications and the like - also by commissioned third parties.

2.3 If the Contractor does not accept the order within 10 days, the Customer shall be entitled to cancel the order.

2.4 The documents, drawings, samples, models etc. provided to the Contractor by the Customer as well as the objects, materials and aids provided by the Customer shall remain the property of the Customer. Any processing or installation shall be carried out exclusively for the purposes of the Customer. The Contractor must inform the Customer immediately if there is a threat of third party access (e.g. seizure) to its property. The risk of accidental loss and damage shall pass to the Contractor upon handover of the above-mentioned documents and items. After completion of the order, all objects, documents, etc., any reproductions and all other materials must be returned to the customer immediately and without request at the expense and risk of the contractor. We reserve all rights to the documents and objects produced according to our specifications, unless otherwise agreed in writing.

2.5 The objects and documents provided to the Contractor by the Customer must be treated confidentially and, insofar as they contain business secrets, must be kept secret. They may not be sold, pledged or otherwise passed on or made accessible to third parties or used in any way for or by third parties without our consent. The same applies to items produced with the aid of these objects and documents, unless we agree to their use for other purposes. This shall also apply to items which the Contractor has developed or further developed in accordance with the Customer's specifications and with the Customer's cooperation. The knowledge gained in cooperation between the Contractor and the Customer may not be disclosed to third parties. They must be carefully stored and maintained. The products manufactured accordingly may only be delivered to the Customer. Subcontractors and sub-suppliers shall be bound by the Contractor in the same way. The Contractor shall be liable for culpably caused damage resulting from non-compliance with these regulations.

3. delivery time and shipping conditions

3.1 The dates and deadlines stated in the order or otherwise agreed are binding. If they are exceeded, the Contractor shall be in default without the need for a reminder from the Customer.

3.2 Partial, advance or short deliveries as well as deliveries outside our business hours (Monday to Thursday from 8:00 to 16:30 and Friday from 8:00 to 15:00) require our prior written consent. This shall not constitute a premature claim for payment. Partial, advance or excess deliveries made without our consent may be returned or stored at the Contractor's expense. If the goods are returned, the contractor must deliver again on the agreed date. The acceptance of a delayed delivery or service does not constitute a waiver of any claims for damages caused by delay.

3.3 We are entitled to prescribe the transport route, means of transport and place of receipt to the Contractor. The goods to be delivered shall be packaged in an environmentally friendly manner or otherwise at our request. The packaging shall ensure protection against damage, soiling and moisture during transportation. Styrofoam chips are not permitted. Damage due to inadequate packaging shall be borne by the Contractor even if no separate specifications have been made by the Customer. Upon delivery, the individual types must be packed separately and clearly labeled with the corresponding part number, order or commission number and order number.

3.4 Packaging costs shall only be paid by the Customer if remuneration for this has been expressly agreed. Notwithstanding its statutory and official obligations, the Contractor shall be obliged to take back the transport packaging of the delivery at the place of delivery at the Customer's request and expense or to have it taken back by a third party commissioned by the Customer. If the Purchaser returns the packaging carriage paid, the Contractor shall reimburse the Purchaser in full for the packaging costs charged. The Contractor shall indemnify the Customer against all claims of third parties which are directed against the Customer on the occasion of or in connection with the possession or use of the transport packaging.

3.5 On the day of delivery, the Contractor shall provide the Customer with detailed delivery documents in duplicate stating the order date, the order, delivery and article number, weight, HTS code, item and model number if applicable, and the description of the goods. The delivery bill and packing list must be enclosed with the respective shipment.

3.6 Upon dispatch and handover, the Contractor acknowledges and thereby guarantees that the delivered goods comply with the general, recognized, technical, safety-related and occupational health regulations in accordance with the latest status, the occupational health and safety, accident prevention and immission control regulations and that all laws, regulations, ordinances, guidelines and leaflets issued by the legislator, competent supervisory authorities, employers' liability insurance associations, trade associations and technical supervisory authorities have been observed. The protective devices required in accordance with the accident prevention regulations must also be supplied. Electrical installations must comply with VDE regulations.

3.7 Persons who carry out work for the Contractor in fulfillment of the contract on our factory premises or on the customer's construction site must observe the provisions of the respective company regulations. The existing regulations for entering and leaving the factory premises must be complied with. The Contractor guarantees that the personnel it deploys are fully covered by social security and trade association insurance and have the necessary residence and work permits. Upon request, the Contractor shall provide the Customer with proof of sufficient liability and monthly insurance with the following minimum cover amounts before the work is carried out:
- for personal injury EUR 2,000,000.00 per person and claim
- for property damage EUR 2,000,000.00 per claim

3.8 The Contractor shall also be liable to third parties for all culpably caused additional costs and damages resulting from non-compliance with these shipping conditions.

4 Prices and terms of payment

4.1 Unless otherwise agreed, all prices stated in the order are fixed prices. They are to be understood in accordance with INCOTERMS 2010 in the delivery form DDP, unless the transport company is determined by the Customer or the Customer itself carries out the transport or expressly agrees otherwise in writing. Insofar as the Contractor owes services, the scope of delivery shall also include the additional services and tools and aids (e.g. lifting equipment, containers, etc.) required for this purpose.

4.2 Invoices must be issued in duplicate, stating the order number, and sent separately to the customer.

4.3 Agreed advance payments, installments and payments on account shall be requested by the Contractor in writing in due time and shall be specially marked. Advance payments shall only be made against the provision of a directly enforceable, irrevocable and time-limited bank guarantee acceptable to the Customer, with the guarantor waiving the pleas of advance action, contestability and set-off, with the exception of set-off against recognized or legally established claims.

4.4 Unless otherwise agreed in writing, payment shall be made within 14 days with a 2% discount or within 30 days net, but not before receipt of the goods or, in the case of deliveries and services for which acceptance is required, not before their written acceptance by the Customer and, if the Supplier's scope of performance includes the handover of documentation and test certificates, not before their handover in accordance with the contract. The provision of § 632a BGB remains unaffected by this. In the event of defects, we shall be entitled to refuse payment of a reasonable part of the remuneration and to deduct a discount in accordance with the above-mentioned discount even after expiry of the right to refuse performance

4.5 The Contractor shall not be entitled to assign its claims against the Customer or dispose of them in any other way without the prior written consent of the Customer, which we shall not unreasonably withhold.

5. delay

5.1 As soon as a delay in delivery becomes apparent, the Contractor shall notify the Customer without delay, stating the reasons and the expected duration of the delay. Notification of the delay shall not release the Contractor from the statutory consequences of default. If it becomes apparent that agreed delivery dates will not be met, the Contractor shall take suitable measures in good time (e.g. shift work, overtime, weekend and holiday work, increased deployment of personnel, etc.) to meet the delivery dates. The costs for this shall be borne by the Contractor.

5.2 In the event of default, the Contractor shall be liable in accordance with the statutory provisions. If the Contractor is in default with a partial delivery, we may also assert the rights to which we are entitled in respect of those parts of the delivery with which the Contractor is not yet in default.

5.3 Notwithstanding any further statutory or contractual claims, in the event of delay on the part of the Contractor, the Customer shall be entitled to demand, in addition to performance, a contractual penalty amounting to 0.25% of the total order value per working day, but no more than 5% of the total order value as minimum damages. The Customer undertakes to declare the reservation of the contractual penalty to the Contractor within 10 working days, calculated from receipt of the delayed delivery or, in the case of partial deliveries, calculated from receipt of the last partial delivery or, in the case of work services, no later than the final payment. If the contractual penalty can be allocated to individual partial services, the period of 10 working days from acceptance of the respective partial service shall apply.

5.4 The Contractor may only invoke the absence of necessary documents or order parts to be supplied by the Customer if it has expressly requested these in writing and has nevertheless not received them without delay. In this case, the Contractor may, to the exclusion of any other claims, demand a reasonable extension of the delivery period, but by no more than the period of the delay in provision.

5.5 Events of force majeure or hindrances for which the Customer is not responsible and which make acceptance of the delivery or service at our premises or at the Customer's premises impossible or significantly more difficult shall postpone the Customer's acceptance obligations for the duration of their duration. The Customer shall also be entitled to withdraw from the contract at its discretion, without the Contractor being entitled to any claims for remuneration or damages.

6 Place of delivery and performance, acceptance and transfer of risk

6.1 The place of performance for all mutual obligations arising from the contract shall be the plant specified in the written order or the shipping address expressly stated in the order.

6.2 Defects in the delivery shall be notified to the Contractor within a reasonable period of time, but not before the expiry of 7 working days after their discovery, as soon as they can be detected by the Customer in the ordinary course of business. In the case of deliveries intended for resale, the period shall only commence after inspection and discovery of the defects at our customer's premises and after receipt of a notice of defects from our customer. If the delivery is intended for installation in a system before or after processing or machining, the obligation to inspect shall only apply after completion of the installation and successful commissioning of the system.

6.3 In the case of the acceptance of services, in particular assembly, construction and monitoring services during the commissioning of systems, formal acceptance must always take place within a reasonable period of time after completion of the service, unless expressly agreed otherwise in writing. Each party may call in an expert for the formal acceptance at its own expense. In any case, a written acceptance report must be drawn up. If the Contractor fails to attend the joint acceptance date despite having been invited in good time, the acceptance shall take effect on the date of the written notification of acceptance to the Contractor.

6.4 The Purchaser is entitled to inspect the Supplier's and its subcontractors' production facilities during normal business hours (also accompanied by the end customer) for the purpose of inspection, partial or preliminary acceptance

6.5 The full or partial use of the delivery, in particular of parts of a structural system, for the continuation of the work or for the preparation of the commissioning of the entire system or interim tests, as well as any payments made, shall not constitute acceptance of the delivery.

6.6 Even if the Buyer has agreed to bear the freight costs, the risk shall only pass to the Buyer upon acceptance of the delivery by the Buyer or by a person authorized in writing by the Buyer at the agreed place of performance or, if applicable, after acceptance of the delivery. This shall not apply if the transportation company is determined by the customer or if the customer carries out the transportation himself.

7. warranty

7.1 The Contractor warrants that the object of the order does not have any defects that impair its value or suitability and that it corresponds to the quality specified in the order letter, without its liability being limited or excluded in terms of reason or amount. In addition, the Contractor shall comply with statutory, official and other applicable regulations, such as accident prevention regulations, DIN standards, REACH and the regulations of the rules of the trade associations, such as VDE, VDI, in the latest applicable version.

7.2 In the event of defects in the delivery, the Customer shall be entitled, at its discretion, to demand that the Contractor rectify the defects free of charge, setting a deadline, instead of withdrawing from the contract, reducing the purchase price, rectifying the defect or delivering defect-free replacement goods. All costs incurred in connection with the rectification of defects, such as removal and installation costs, transportation costs, etc., shall be borne by the Contractor.

7.3 Unless longer periods are provided for by law or otherwise agreed in writing, the Contractor shall assume the warranty for a period of 24 months. The warranty period shall commence upon acceptance in accordance with point 6 of the delivery or service.

7.4 In addition to the statutory and contractual warranty claims, the Customer shall be entitled to take the necessary measures to remedy the defect at the Contractor's expense and risk if the Contractor fails to fulfill its obligation to remedy the defect within a reasonable period set by the Customer. The same shall apply in urgent cases if the Contractor has been informed by the Customer of the existence of a defect and, due to the urgency, a high level of damage is to be expected in relation to the Contractor's warranty obligation.

7.5 The Contractor shall remain solely responsible for drawings, plans, calculations etc. pertaining to the order, even if these have been approved or released by the Customer.

7.6 The Contractor shall be liable for culpably caused damage to materials or objects provided by the Customer, e.g. due to faulty processing or storage.

8. spare parts

8.1 The Contractor undertakes to supply the Customer with operational, functional and installation-compatible spare parts at short notice for at least 10 years upon request. Should the production of spare parts be discontinued, the Customer must be notified of this in writing at least 12 months before discontinuation.

9. withdrawal from the contract; indemnification; rights of third parties

9.1 If the Contractor ceases to make payments or if insolvency proceedings are instituted against its assets or judicial or extrajudicial composition proceedings are applied for, the Customer shall be entitled either to withdraw from the contract in full or for the part of the delivery or service not yet fulfilled at this point in time or to demand compensation instead of performance.

9.2 The Contractor guarantees that its delivery and its use do not infringe any domestic or foreign patents, industrial property rights or other rights of third parties or violate statutory or official regulations of any kind. He shall indemnify us against all claims in this respect which third parties or our customers may make against us on the occasion of or in connection with the delivery and its use, unless we are partly at fault.

9.3 The parties agree that product defects resulting from deliveries or services of the Contractor's suppliers or subcontractors shall be deemed to be defects in the product delivered by the Contractor.

9.4 The Contractor shall ensure that no third parties retain title to the goods ordered.

9.5 The Contractor's rights of retention and rights of set-off against the Customer are excluded, unless the Contractor derives these rights from recognized or legally established claims.

9.6 If the Contractor knows or must assume from the circumstances that the Customer will take the delivery abroad or that it will be used there, it must inform the Customer without being requested to do so of any relevant export authorization procedures relating to the delivery or service, in particular under the Foreign Trade and Payments Act or the War Weapons Control Act with the associated export regulations.

10 General provisions

10.1 The relationship with the Contractor shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and German private international law.

10.2 The exclusive place of jurisdiction for all disputes arising from the contract or concerning its validity shall, at our discretion, be Karlsruhe for business transactions with suppliers or contractors who do not have a general place of jurisdiction in the Federal Republic of Germany. However, we are also entitled, at our discretion, to assert claims against the contractor at any other legal place of jurisdiction in accordance with the general provisions.