Terms and Conditions of Purchase

Last revised: 1 July 2003

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1. Quantities
The specified quantities correspond to the requirements for the period stipulated in the framework agreement. This involves approximate information, which may be subject to usual market fluctuations. If less than 90% of the quantities have been utilised at the end of the term, associated agreements that relate to point 11 shall be reached. Residual quantities of less than 10% shall be forfeited.

2. Prices
The indicated prices are fixed prices that apply for the agreed term of the contract.

3. Term of the contract
This contract is valid for the term specified in the respective framework agreements

4. Call-offs
The individual call-offs in the agreed lot sizes take place in the form of written orders that are based on this framework agreements.

5. Lot size
The lot size specified in the relevant framework agreement applies for the relevant item. Production-related quantity deviations are only permitted up to an amount of minus 5% or plus 10%.

6. Partial deliveries
Partial deliveries, which differ from the agreed standard lot size, are essentially only possible after they have been approved by HUMBACH. Any additional costs (transport costs, etc.) caused by a partial delivery shall be borne by the supplier.

7. Swap bodies/packaging
If the framework agreement does not describe any other packaging, the supplier must use suitable packaging. If HUMBACH prescribes the use of swap bodies, only these containers may be used. The supplier shall communicate the demand for containers in good time prior to delivery. Different packaging is only possible with the consent of HUMBACH; additional costs resulting from non-compliance (if the supplier is responsible) shall be invoiced to the supplier or deducted from the invoice amount. The container account is administered by the supplier and transmitted to HUMBACH upon request.

8. Delivery times
The period specified in the item description applies as the delivery period, from the date of the call-off (order) up to delivery. Call-offs (orders) essentially take place on a fixed date. This date is binding. If the deadline is exceeded, the supplier shall enter into default of delivery on the first day. HUMBACH may charge any additional costs resulting from non-compliance with the delivery date on to the supplier (e.g. covering purchases, reworking other items, etc.)

9. Production release
HUMBACH must provide a written release for the initial delivery of parts (TM).

10. Billing
We request the submission of single copies of invoices (original). We request separate invoices, delivery notes, etc., per order number. No collective documents!

11. Design changes/standards
The supplier may only effect quality and design changes of any kind, during the term of the contract, in consultation with and with the written approval of HUMBACH. When referring to standards, the most recent version is applicable. In the event that HUMBACH amends drawings or specifications, it is hereby assured that any existing inventories of the old design shall be accepted up to an amount of 3 lot sizes (see point 5). However, this is restricted to a maximum of the total quantity indicated in the framework agreement less the quantity of parts already delivered.

12. Tool upgrades
In some cases, the production of delivery items requires the use of tools that have been specifically manufactured for deliveries to HUMBACH (punching tools, dies, etc.). In the event that these tools have to be upgraded, the supplier shall automatically be informed so that any necessary modifications to the delivery item can flow through to the manufacture of the new tools.

13. Certificates
If the preparation of inspection certificates has been agreed, these certificates must be sent with the goods. If certificates are not made available to the Goods Receipt department, we reserve the right to return the delivery. If the goods are accepted despite this, this occurs on a conditional basis. The inspection certificate must then be supplied within three working days. If this does not occur, HUMBACH reserves the right to prepare the certificate at cost to the supplier.

14. Cancellation/termination
This framework agreement may be terminated by HUMBACH for the following reasons: a) in the event of unsatisfactory quality, i.e. if the supplier continues to deliver defective goods following a warning due to defective delivery. b) in the event that the agreed delivery deadlines are exceeded, if the supplier is responsible for the transgression. This type of case is considered to have occurred, if the specified deadline has been exceeded by more than three working days or a delivery is received 5 working days too early for three deliveries during the term of this framework agreement. If the supplier delivers additional items, and deadlines are also missed for these items, HUMBACH is also entitled to withdraw from this framework agreement, if the supplier has exceeded the specified delivery deadlines for all items by three days or a delivery is received five days too early ten times in a calendar year. c) if no arrangement can be reached with the contract partner in the event of changes to the product design. d) if the product is no longer required by HUMBACH for technical or commercial reasons. With regard to points c) and d), HUMBACH shall accept any existing residual quantities in accordance with the regulation under point 11.

15. Quality agreement
The supplier guarantees absolutely flawless quality using the specified or the most suitable, tested materials. The design must comply with our relevant delivery specifications and drawings. The delivered parts are safety components, which are subject to high stresses. Corresponding certificates must be prepared if agreed (see point 13). If the supplier becomes aware of properties of the product, which prevent its safe and intended use, as part of its activities, the customer must automatically be informed.

16. Quality defects
The supplier shall take back parts that do not meet HUMBACH’s requirements. The supplier shall receive a quality deviation report on the quality defect. We expect to receive a corresponding statement within five working days. In the event of a return delivery, the supplier shall be give the opportunity to rectify the defect at its own costs. In the event of difficulties in meeting the deadline, HUMBACH reserves the right to have the parts reworked, at cost to the supplier and in consultation withe the supplier.

17. Product optimisations
The supplier is obliged to automatically inform the customer of existing optimisation potential in relation to the item to be delivered.

18. Confidentiality agreements
The supplier shall only use the insights gained as part of the business relationship with the customer, of both a technical as well as commercial nature, for the purposes of executing the contract with HUMBACH and shall not disclose the same to third parties. This agreement also remains in place beyond the term of this framework agreement. The supplier is liable to pay compensation in the event of any breaches.

19. Severability clause
If one of the aforementioned points proves to be invalid, this shall not affect the contract as a whole. Both parties hereby agree that they shall replace any potentially invalid point with a reformulated point that reflects the spirit of the original point. 20. Written form Agreements and supplements relating to the framework agreement require the written form.