General Terms and Conditions of Purchase

CONDIO GmbH - General Terms and Conditions of Purchase

Our order is subject to the exclusive application of our general terms and conditions of purchase published on our homepage www.condio.com

§ 1 Definitions

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In these General Terms and Conditions of Purchase the following definitions apply:

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  1. CONDIO: means the CONDIO GmbH, a corporation organized and existing under the laws of Germany having its principal place of business at Mielestraße 4, 14542 Werder (Havel), Germany with register no. HRB 12275 (Amtsgericht Potsdam).
  2. Seller: means any legal body which delivers Goods to CONDIO.
  3. Goods: means the goods to be delivered for CONDIO by the Seller.
  4. Order: means a written order issued by CONDIO to purchase Goods from the Seller to which these General Conditions are attached or are incorporated by reference.
  5. Contract: means agreements individually executed between the Parties concerning the purchase and delivery of the Goods under the Order, of which these General Conditions form an integral part.
  6. Parties: means CONDIO and Seller.
  7. General Conditions: means these General Terms and Conditions of Purchase.

§ 2 Application

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  1. These General Conditions shall apply exclusively. Differing or contrary terms or conditions of the Seller are hereby rejected, unless expressly agreed upon in writing.
  2. These General Conditions shall also govern all future transactions between the Parties and shall also apply if CONDIO accepts or pays for deliveries of Goods despite being aware of differing or contrary terms or conditions of the Seller.
  3. These General Conditions shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 para. 1 German Civil Code (Bürgerliches Gesetzbuch).

§ 3 Offer, Acceptance

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  1. The Goods sample provided by the Seller shall the basis of each Order. This also applies if the Seller subsequently sends CONDIO selection samples for individual or partial deliveries in order to document the quality of current production.
  2. The Order shall be accepted by the Seller within 48 hours of receipt by written confirmation.
  3. When placing a cross-border Order, the Seller is obliged to provide CONDIO with the necessary information for the so-called Intrastat declaration with the Order confirmation.

§ 4 Prices, Payment

  1. The prices specified in the accepted Order shall be binding and are not subject to a change. Unless otherwise agreed in writing, the prices shall include the cost of packaging.
  2. The purchase price is due and payable net within 30 days from receipt of the valid invoice. The invoice has to be compliant with the relevant statutory invoicing requirements under German law.
  3. The Seller shall provide a separate, auditable invoice for each Order.

§ 5 Offset, Retainer

CONDIO reserves all rights to offset or retain payment provided by applicable law.

§ 6 Delivery

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  1. Unless expressly agreed otherwise, the delivery of Goods shall be made „Delivered at Place” (Incoterms 2010) to the place of destination at Graf-Zeppelin-Str. 3, 14542 Werder (Havel), Germany.
  2. Agreed-upon delivery dates are binding.
  3. The Seller shall immediately inform CONDIO of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.
  4. In case of default in delivery CONDIO reserves all rights.

§ 7 Passing of Risk

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The risk of accidental loss or accidental deterioration of the Goods shall pass to CONDIO upon proper and complete delivery on the basis of the „Delivered at Place” (Incoterms 2010) at the named place of destination.

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§ 8 Liability, Warranty

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  1. CONDIO reserves all rights and remedies for non-conformity provided by applicable law. CONDIO is especially entitled, at its discretion, to claim remedy of defects, delivery of conforming goods, and damages.
  2. In case of imminent danger CONDIO is entitled, after giving notice to the Seller, to remedy the defects on the Seller’s cost.
  3. Warranty claims shall be time-barred after 24 months of the passing of risk.

§ 9 Product Liability, Insurance

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  1. The Seller shall, upon first demand, indemnify and hold CONDIO harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees and expenses) of third parties based on the manufacture, delivery, storage or use of the delivered Goods. The above indemnification shall not apply if the claim is based on CONDIO’s intentional or grossly negligent breach of duties.
  2. During the term of this contract, the Seller is obliged to maintain product liability insurance with a minimum coverage of EUR 1 million per personal injury or property damage at all times. Any further claims for damages shall remain unaffected. Upon CONDIO’s written request, the Seller shall immediately send CONDIO a current confirmation of its insurer regarding the product liability insurance.

§ 10 Warranty of Title

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  1. The Seller warrants that the Goods are free from rights of third parties and that delivery of the Goods does not violate any rights of third parties. The Seller shall indemnify CONDIO, upon first demand, from any claims of third parties in this regard.
  2. Claims based on defect in title shall be time-barred pursuant to sec. 8.3.

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§ 11 Confidentiality

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  1. The Seller undertakes to keep confidential all information and materials disclosed by CONDIO or otherwise obtained by the Seller in connection with Parties’ cooperation.
  2. The Seller shall only be entitled to name CONDIO as a reference to third parties with CONDIO prior written consent.

§ 12 Force Majeure

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  1. “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a Party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves: [a] that such impediment is beyond its reasonable control; and [b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and [c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
  2. A Party successfully invoking this clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party.
  3. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party.

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§ 13 Applicable Law, Jurisdiction

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  1. Each Contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
  2. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with Contract shall be Potsdam (Germany).

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