1.1. Our General Terms and Conditions of Purchase shall apply exclusively to all contracts for the purchase of goods and services by us, Braun Hamburg GmbH & Co KG, from the Supplier.

1.2. We do not recognise any terms and conditions of the Supplier which conflict with or deviate from these General Terms and Conditions of Purchase, in particular the Supplier's General Terms and Conditions of Sale, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Purchase shall also apply if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from these General Terms and Conditions of Purchase.

1.3. All contracts made between us and the Supplier for the purpose of the delivery of goods by the Supplier must be set out in writing in this contract.

1.4. These General Terms and Conditions of Purchase shall only apply to entrepreneurs in accordance with sec. 310 para. 1, 14 German Civil Code (BGB).

1.5. Our Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.

2.1. The Supplier is obliged to send us a written order confirmation referring to our order number without delay, but at the latest within five working days of receipt of a written order.

2.2. The Supplier shall bear all costs incurred in preparing and submitting the offer.

If the Supplier sends us a sample for approval, the approval period shall be three weeks after receipt of the sample. The period shall commence on the day following receipt of the sample by us. If we do not accept the sample within this period, the sample shall be deemed rejected.

4.1. Prices stated in our order is binding.

4.2. Our orders are based on Incoterms 2020. Unless otherwise stated in the order, "Delivered Duty Paid (DDP) Hamburg, Incoterms 2020" shall apply, including packaging. The return of packaging requires special agreement.

4.3. Prices do not include the statutory value added tax.

4.4. We can only process Supplier’s invoices if they quote the order number stated in our order. The Supplier shall be liable for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for such non-compliance.

4.5. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days of delivery and receipt of invoice with a 4% discount or within 30 days of delivery and receipt of invoice net cash.

4.6. We shall be entitled to rights of set-off and retention to the extent permitted by law.

4.7 The Supplier shall not be entitled to assign any claims, in whole or in part, to third parties without our written consent.

5.1. The delivery time stated in our order shall be binding on the Supplier. The delivery time stated in the order refers to the receipt of the goods in our warehouse.

5.2. The Supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.

5.3. In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 1% of the delivery value per completed week, but not more than 5%; we reserve the right to assert further statutory claims (cancellation and damages in lieu of performance). The Supplier shall be entitled to prove to us that no damage or significantly less damage has been incurred as a result of the delay.

5.4. Unless otherwise agreed in writing, delivery shall be made "Duty Paid (DDP) Hamburg, Incoterms 2020".

5.5. The Supplier must send a dispatch note for each individual consignment separately from the goods and invoice on the day of dispatch. The delivery must be accompanied by a delivery note and packing slip. In the case of shipment by sea or air shipments, the name of the shipping company and the name of the ship or the name of the airline must be stated in the shipping documents and invoices.

5.6. The Supplier must select the most favourable and most suitable transport options for us.

5.7. The Supplier shall be obliged to state our order number and – if notified by us – the article number as well as the type, quantity and unloading point of the delivery and the date of dispatch on all shipping documents, delivery notes, packing slips, consignment notes and invoices; if he fails to do so, we shall not be responsible for the resulting delays in processing.

5.8. ur unconditional acceptance of the delayed delivery or service does not constitute a waiver of any claims for damages to which we are entitled as a result of the delayed delivery or service.

5.9. The goods must be labelled clearly and visibly according to type and quantity in accordance with German and European statutory provisions, in particular the German Textile Labelling Act (TextilKennzG). Unless otherwise agreed, the outer packaging must at least include the article name and article number.

5.10. The Supplier must pack, label and dispatch the goods in accordance with the agreed specification in such a way that damage during transport is excluded and efficient unloading, handling and storage of the goods is possible.

5.11. If we are prevented from accepting the delivery due to events of force majeure, i.e. obstacles that are not merely temporary and last more than 14 calendar days through no fault of our own, we shall inform the Supplier in writing in good time. In this case, we shall be entitled to postpone fulfilment for the duration of the hindrance or to withdraw from the contract in whole or in part due to the part not yet fulfilled, provided that we have complied with the above obligation to inform and have not assumed the risk of performance. In this case, the Supplier shall not be entitled to claims for damages. Force majeure shall include pandemics, epidemics, natural disasters, strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks through no fault of our own, operational hindrances through no fault of our own, for example due to fire, water and machine damage, and all other hindrances which, from an objective point of view, were not culpably caused by us.

6.1. We shall inspect the goods within a reasonable for any deviations in quality and quantity. The complaint shall be deemed to have been made in good time if it is received by the Supplier within a period of five working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.

6.2. Payments made by us shall not be deemed to be an acknowledgement that the goods or services have been supplied in accordance with the contract, nor that they are free of defects, nor as an acknowledgement of the correctness of the invoice.

6.3. We shall be entitled to the statutory claims for defects in full. In any case, we shall be entitled to demand that the Supplier, at our discretion, remedies the defect or delivers a new item. Unless otherwise agreed, the place of subsequent fulfilment shall be our warehouse in Hamburg. We expressly reserve the right to withdraw from the contract, in particular in the event of failure of subsequent fulfilment, and to claim damages, in particular damages in lieu of performance.

6.4. The Supplier warrants that the goods delivered and the services rendered comply with the specifications, the intended use, the current state of the art and the relevant German and European legal provisions and other regulations. If deviations from these regulations are necessary in individual cases, the Supplier must obtain our written consent before implementing the deviation. Our consent shall not affect the Supplier's warranty obligations.

6.5. If the Supplier is merely a trader of the goods, he undertakes to check the goods for compliance with the specifications, the contractual agreements and the provisions of German and European law before delivery to us.

6.6. We are entitled to remedy the defect ourselves at the Supplier's expense if the Supplier is in default.

6.7. The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of sec. 445 b, 478 para. 2 German Civil Code (BGB) apply.

6.8. The other provisions of the statutory delivery recourse both in the context of the purchase of consumer goods and independently thereof shall remain unaffected.

7.1. Insofar as the Supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first demand, insofar as the cause lies within his sphere of control and organisation and he himself is liable in relation to third parties.

7.2. Within the scope of its liability for cases of damage within the meaning of sec. 7.1 the Supplier shall also be obliged to reimburse us for any expenses pursuant to sec. 683, 670 German Civil Coder(BGB) or pursuant to sec. 830, 840, 426 German Civil Code (BGB) arising from or in connection with a recall action carried out by us. We shall inform the Supplier of the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims remain unaffected.

7.3. We will provide the necessary information to the relevant competent authority in accordance with the provisions of the German Product Safety Act (ProdSG) in consultation with the Supplier.

7.4. The Supplier undertakes to maintain product liability insurance for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected, with a lump sum cover of € 10 million per personal injury/property damage.

8.1. The Supplier warrants that no rights of third parties within the Federal Republic of Germany and, insofar as we export the goods abroad and inform the Supplier of this in writing, no rights of third parties in the respective country of destination are infringed in connection with his delivery.

8.2. If we are sued by a third party for an infringement of rights within the meaning of sec. 8.1 the Supplier shall be obliged to indemnify us against such claims upon first written request.

8.3. In the event of claims for damages by the third party, the Supplier reserves the right to prove that it is not responsible for the infringement of the third party's rights. We are not authorised to make any agreements with the third party, in particular to enter into a settlement, without the consent of the Supplier.

8.4. The Supplier's obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with claims asserted by a third party, unless the Supplier proves that it is not responsible for the breach of duty underlying the infringement of property rights.

8.5. We reserve the title and copyright to illustrations, drawings, calculations, recipes, materials provided and other documents that we make available to the Supplier; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; they are to be returned to us unsolicited after completion of the order. They must be kept secret from third parties; in this respect, the provisions of sec. 10.

We do not recognise any retention of title by the Supplier.

10.1. The Supplier is obliged to keep all illustrations, drawings, calculations, specifications and other documents and information (hereinafter referred to as "Information") strictly confidential.

10.2. The Information may only be disclosed to third parties with our written consent.

10.3. The Information shall be used exclusively for production on the basis of our order and shall be returned to us without request after termination of the business relationship. The obligation of confidentiality shall also apply after the fulfilment of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known or was demonstrably already known to the Supplier at the time the information was provided.

11.1. As a company, we expect socially fair and sustainable behaviour from all Suppliers within the supply chain and aim to ensure that all activities of the Suppliers involved in the supply chain are socially and environmentally balanced. The Supplier undertakes to behave accordingly.

11.2. In particular, the Supplier undertakes to comply with all German and European laws and regulations, in particular labour and environmental protection laws, minimum industrial standards, conventions of the International Labour Organisation (ILO) and the United Nations and all other relevant statutory provisions, whereby those regulations are to be applied which impose the strictest requirements.

11.3. In particular, the Supplier is obliged to select environmentally friendly and recyclable input materials, to use low-emission and low-pollutant technologies, to construct structures that are easy to dismantle and disassemble, and to use energy- and resource-saving solutions.

12.1. Unless expressly stipulated otherwise in these General Terms and Conditions of Purchase or in our orders, all declarations within the scope of the business relationship with the customer must be made in writing (sec. 126 German Civil Code (BGB)). The written form shall be deemed to have been complied with if the electronic form (sec. 126a German Civil Code (BGB)) or the text form (sec. 126b German Civil Code (BGB)) is observed, unless the electronic form and the text form are expressly excluded in these General Terms and Conditions of Purchase or in our orders.

12.2. The law of the Federal Republic of Germany shall apply with the exception of the provisions of international private law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply.

12.3. The place of jurisdiction is Hamburg; however, we are also entitled to sue the Supplier at its registered office.

12.4. Unless otherwise stated in the order, Hamburg shall be the place of fulfilment.

12.5. Should any provision of these General Terms and Conditions of Purchase be invalid, unenforceable or void in whole or in part, this shall not affect the validity of the remaining provisions.