General Terms and Conditions of Purchase

§ 1 Scope, Form

1. These General Terms and Conditions of Purchase (GTCP) apply to all business relationships between Roos § Roos GmbH & Co. KG (hereinafter “Roos”) and our business partners and suppliers (“Seller”). The GCP apply only if the Seller is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law.

2. These General Terms and Conditions of Sale (AEB) apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 of the German Civil Code (BGB)). Unless otherwise agreed, the GCS shall apply as a framework agreement—in the version valid at the time of the Buyer’s order or, in any case, in the version most recently communicated to the Buyer in writing—also to similar future contracts, without our having to refer to them again in each individual case.

3. These General Terms and Conditions of Purchase apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement for consent also applies in cases where Roos accepts the supplier’s deliveries without objecting to any terms and conditions that deviate from these General Terms and Conditions of Purchase.

4. Individual agreements (e.g., framework supply contracts, quality assurance agreements) and the terms specified in our purchase order shall take precedence over these General Terms and Conditions of Purchase. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce (ICC) in the version in effect at the time the contract is concluded.

5. Any legally significant statements or notices from the Seller regarding the contract (e.g., setting a deadline, issuing a reminder, withdrawing from the contract) must be made in writing. For the purposes of these General Terms and Conditions, “in writing” includes written and text-based forms (e.g., letter, email, fax). Statutory formal requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the person making the declaration, remain unaffected.

6. References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of the Contract

1. Our order shall be considered binding at the earliest upon written submission or, in the case of orders placed by telephone, upon subsequent written confirmation. The seller must notify us of any obvious errors (e.g., typographical or calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded.

2. The seller is required to confirm our order in writing within 14 days, specifying the order number, item number, and contract number (acceptance).

3. A delayed acceptance shall be deemed a new offer and requires our acceptance.

4. Any agreements that differ from the original order must be confirmed in writing by Roos.

§ 3 Delivery Time and Delayed Delivery

1. The delivery time specified by us in the order is binding. The seller is obligated to notify us immediately in writing if, for whatever reason, it is unlikely to be able to meet the agreed delivery times. In doing so, the seller must inform Roos of the cause of the delay, the measures taken, and a new estimated delivery date for the products.

2. If the Seller fails to perform its obligations or fails to do so within the agreed delivery period, or if the Seller is in default, our rights—in particular the right to rescind the contract and claim damages—shall be determined in accordance with the provisions of law. The provisions of paragraph 3 remain unaffected.

3. If the Seller is in default, we may—in addition to any further legal claims—demand lump-sum compensation for our damages resulting from the delay in the amount of 2.5% of the net price per completed calendar week, but not exceeding a total of 10% of the net price of the goods delivered late. We reserve the right to prove that greater damages have been incurred. The seller reserves the right to prove that no damages were incurred at all or that only significantly lesser damages were incurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

1. The Seller is not authorized to have the services it is obligated to perform carried out by third parties (e.g., subcontractors) without our prior written consent. The Seller bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g., limitation to stock).

2. Delivery shall be made in accordance with the INCOTERMS “FCA” (Free Carrier) to the location specified in the order. If the supplier is delivering from abroad, the INCOTERMS term “DDP” (Delivered Duty Paid) shall apply, and the supplier must provide Roos with proof of the necessary customs documentation, in particular proof of payment of the applicable customs duties. If the destination is not specified and nothing else has been agreed, delivery must be made to the respective place of business. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

3. If, notwithstanding paragraph 2, delivery terms are agreed upon under which Roos bears the transportation costs, the shipment must be carried out by a freight forwarder approved by Roos. In such cases, the seller is also responsible for notifying the freight forwarder of the shipment. The supplier must notify Roos immediately of any delays on the part of the freight forwarder.

4. The delivery must be accompanied by a delivery note specifying the date (of issuance and shipment), the contents of the delivery (item no., product no., quantity, and partial weights), the country of origin, and our order reference (date and order no. or contract no.). If the delivery note is missing or incomplete, Roos shall not be held responsible for any resulting delays in processing and payment.

5. The risk of accidental loss or accidental deterioration of the goods passes to Roos upon delivery at the place of performance. If an acceptance procedure has been agreed upon, it shall determine the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to acceptance. Handover or acceptance shall be deemed to have taken place even if we are in default of acceptance.

6. The statutory provisions apply to the occurrence of our default of acceptance. However, the seller must expressly offer to perform its obligation even if a specific or determinable calendar period has been agreed upon for an action or cooperation on our part (e.g., provision of materials). If we are in default of acceptance, the seller may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 of the German Civil Code (BGB)). If the contract concerns a non-fungible item to be manufactured by the seller (custom-made item), the seller is entitled to further rights only if we have committed to cooperate and are responsible for the failure to cooperate.

§ 5 Prices and Terms of Payment

1. The price stated in the order is binding, and no changes will be made due to subsequent increases in costs. All prices include applicable sales tax unless otherwise specified.

2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the seller (e.g., assembly, installation) as well as all incidental costs (e.g., proper packaging, shipping costs, including any shipping and liability insurance).

3. The agreed price is due for payment within 30 calendar days of full delivery and performance (including any agreed acceptance) and receipt of a valid invoice. A valid invoice must include the order number and, if applicable, the item number and contract number, and must be submitted both digitally and in hard copy. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice. In the case of a bank transfer, payment shall be deemed timely if our transfer order is received by our bank before the expiration of the payment deadline; we are not responsible for delays caused by the banks involved in the payment process.

4. We are not liable for late payment interest. The statutory provisions apply to late payments.

5. Roos is entitled to exercise rights of set-off and retention, as well as the defense of non-performance of the contract, to the extent permitted by law. In particular, Roos is entitled to withhold due payments as long as we still have claims against the seller arising from incomplete or defective performance.

6. The seller may exercise a right of set-off or retention only with respect to counterclaims that have been legally established or are undisputed.

7. The assignment of the Seller’s claims or other rights to third parties is prohibited without the prior written consent of Roos.

§ 6 Confidentiality

1. We reserve all property rights and copyrights to illustrations, plans, drawings, calculations, work instructions, product descriptions, and other documents. Such documents are to be used exclusively for the performance of the contract and must be returned to us upon completion of the contract. The documents must be kept confidential from third parties, even after the contract has ended. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions regarding the protection of trade secrets remain unaffected.

2. Any other information, as well as trade and business secrets, made available to the Seller or otherwise learned by the Seller, must be treated as strictly confidential and may not be disclosed to third parties without the express consent of Roos. The confidentiality obligation shall only expire if and to the extent that the trade or business secret in question has become generally known. Special confidentiality agreements and statutory provisions regarding the protection of secrets remain unaffected.

§ 7 Retention of Title

1. To the extent that Roos provides the Seller with materials (e.g., software, finished and semi-finished products) as well as tools, templates, samples, and other items, Roos reserves title to such items. Such items—as long as they are not processed—must be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss. Proof of such insurance must be provided to Roos upon request. In the event of damage to or destruction of the property, the Seller is obligated to pay compensation in the amount of the replacement value.

2. Any processing, mixing, or combining (further processing) of the items provided by the Seller is carried out on our behalf. The same applies to any further processing of the delivered goods by us, such that we are considered the manufacturer and acquire ownership of the product no later than upon such further processing, in accordance with applicable legal provisions.

3. The Seller agrees to use any materials provided by Roos for the manufacture or design of products for third-party customers only with Roos’s prior written consent.

4. The transfer of ownership of the goods to us must take place unconditionally and regardless of payment of the purchase price. If, in individual cases, Roos accepts an offer from the seller to transfer ownership that is conditional upon payment of the purchase price, the seller’s retention of title shall expire no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to resell the goods even prior to payment of the purchase price, with advance assignment of the resulting claim (alternatively, the simple retention of title extended to the resale shall apply). This excludes, in any case, all other forms of retention of title, in particular extended retention of title, transferred retention of title, and retention of title extended to further processing.

§ 8 Defective Delivery

1. With respect to our rights in the event of material defects or defects of title in the goods (including incorrect or incomplete deliveries, as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the seller, the statutory provisions shall apply, as well as the following additions and clarifications, which are exclusively in our favor.

2. In accordance with statutory provisions, the Seller is liable, in particular, for ensuring that the goods possess the agreed quality at the time of transfer of risk to us. In any case, the product descriptions that are the subject matter of the respective contract—in particular through designation or reference in our order—or that have been incorporated into the contract in the same manner as these General Terms and Conditions of Purchase shall be deemed to constitute an agreement regarding quality. To the extent that the Seller receives drawings, samples, specifications, or other instructions from Roos, these shall be solely decisive for the type, quality, and design of the ordered item or the service to be provided. If these details give rise to doubts or concerns regarding Roos’ specifications, the Seller must notify Roos of this in writing before commencing series production and may not begin series production until further written instructions have been received from Roos.

3. In the case of goods containing digital elements or other digital content, the seller is obligated to provide and update the digital content to the extent that this is required by an agreement regarding the quality of the goods pursuant to paragraph 2 or by other product descriptions provided by the manufacturer or on its behalf, particularly on the Internet, in advertising, or on the product label.

4. We are not obligated to inspect the goods or make specific inquiries regarding any defects at the time the contract is concluded. Notwithstanding § 442(1), sentence 2 of the German Civil Code (BGB), we are therefore entitled to claims for defects without restriction even if we were unaware of the defect at the time the contract was concluded due to gross negligence.

5. The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects, subject to the following condition: Our obligation to inspect is limited to defects that become apparent during our incoming goods inspection through a visual examination, including the delivery documents (e.g., transport damage, incorrect or short deliveries), or that are detectable during our quality control via random sampling. If an acceptance procedure has been agreed upon, there is no obligation to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected.

6. Rectification also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory right to reimbursement of the corresponding expenses (removal and installation costs) remains unaffected. The expenses necessary for the purpose of inspection and subsequent performance, in particular transportation, travel, labor, and material costs, as well as, if applicable, removal and reinstallation costs, shall be borne by the seller even if it turns out that no defect actually existed. Our liability for damages in the event of an unjustified request for rectification of defects remains unaffected; however, in this respect, we are liable only if we knew or, through gross negligence, failed to recognize that no defect existed.

7. Without prejudice to statutory rights and the provisions of paragraph 5, the following applies: If the seller fails to fulfill its obligation to remedy the defect—at our discretion, either by repairing the defect (repair) or by delivering a defect-free item (replacement delivery)—within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the Seller for the necessary expenses or a corresponding advance payment. If the seller’s subsequent performance has failed or is unreasonable for us (e.g., due to particular urgency, a threat to operational safety, or the imminent occurrence of disproportionate damage), no deadline need be set; we will inform the seller of such circumstances immediately, if possible in advance.

8. Furthermore, in the event of a material defect or a defect of title, Roos is entitled, in accordance with applicable law, to a reduction in the purchase price or to rescind the contract. In addition, Roos is entitled to compensation for damages and reimbursement of expenses in accordance with applicable law.

§ 9 Supplier Recourse

1. We are entitled to our statutory claims for reimbursement of expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b, and Sections 445c, 327(5), 327u of the German Civil Code (BGB)) without restriction, in addition to our claims for defects. In particular, Roos is entitled to demand from the seller exactly the type of subsequent performance (repair or replacement) that we owe our customer in the specific case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439(1) BGB) is not restricted by this.

2. Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a(1), 439(2), (3), 6, sentence 2, and § 475(4) of the German Civil Code (BGB)), we will notify the seller and request a written statement, providing a brief summary of the facts. If a substantiated statement is not provided within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed owed to our customer. In this case, the burden of proof lies with the seller.

3. Our claims for recourse against suppliers shall apply even if the defective goods have been combined with another product or otherwise processed by us, our customer, or a third party, e.g., through assembly, fitting, or installation. The seller is expressly advised that the ordered item may also be incorporated into Roos products and that, therefore, the unrestricted functionality of the ordered item must be guaranteed.

§ 10 Manufacturer's Liability

1. If the seller is liable for damage to a product, the seller shall indemnify Roos against any claims by third parties to the extent that the cause lies within the seller’s sphere of control and organization and the seller is personally liable to third parties.

2. As part of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with claims by third parties, including product recalls or notifications to owners carried out by us. We will inform the Seller—to the extent possible and reasonable—of the content and scope of recall measures and give the Seller the opportunity to comment. Further legal claims remain unaffected.

3. The Seller agrees to obtain and maintain product liability insurance with a minimum aggregate coverage of EUR 5 million per claim for bodily injury or property damage. The Seller must provide proof of such coverage upon request by Roos.

§ 11 Statute of Limitations

1. Unless otherwise specified below, the mutual claims of the contracting parties shall be subject to the statute of limitations in accordance with applicable law.

2. Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general statute of limitations for claims for defects is three years from the transfer of risk. If acceptance has been agreed upon, the statute of limitations begins upon acceptance. The 3-year limitation period applies accordingly to claims arising from defects of title, although the statutory limitation period for third-party claims for restitution in rem (Section 438(1)(1) of the German Civil Code (BGB)) remains unaffected; Furthermore, claims arising from defects of title shall not become time-barred under any circumstances as long as the third party can still assert the right against us—in particular, due to the absence of a statute of limitations.

3. The statute of limitations under sales law, including the extension set forth above, applies—to the extent permitted by law—to all contractual claims for defects. To the extent that we are also entitled to non-contractual claims for damages due to a defect, the standard statutory limitation period (§§ 195, 199 BGB) applies, unless the application of the limitation periods under sales law results in a longer limitation period in individual cases.

§ 12 Preliminary Work

Even if an order is not placed, Roos will prepare drafts, calculations, cost estimates, quotes, etc., free of charge. Any agreement to the contrary must be in writing.

§ 13 Choice of Law and Jurisdiction

1. These General Terms and Conditions of Purchase and the contractual relationship between us and the seller are governed by the laws of the Federal Republic of Germany, to the exclusion of any uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods.

2. If the Seller is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive—including international—place of jurisdiction for all disputes arising from the contractual relationship shall be the Seller’s respective place of business. However, Roos is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Business or a prior individual agreement, or at the seller’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

3. The language of the contract is German.

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