General Terms and Conditions of Purchase of CITO‑SYSTEM GmbH Version 06/2022

§ 1 Scope of Application

(1) Purchases of all goods, services and work deliveries of CITO‑SYSTEM GmbH (hereinafter: CITO) shall be made exclusively on the basis of these General Terms and Conditions of Purchase. These Terms and Conditions of Purchase also apply to all subsequent transactions in the course of a permanent business relationship with contracting parties (hereinafter: Supplier(s)).

(2) The general terms and conditions of the contracting party, especially general terms and conditions of sale or contractual conditions, are only valid insofar as they have been expressly accepted in writing by CITO. The exceptional recognition of only particular external clauses by CITO does not lead to the validity of the remaining clauses of the supplier.

(3) All declarations of both contracting parties as well as contract amendments and subsidiary agreements require the written form to be effective. This written form requirement can also only be waived in writing.

§ 2 Conclusion of Contract, Subject Matter of Contract

(1) In case of an initial order with a purchaser, a contract with CITO is concluded if the purchaser confirms a written, duly signed order with indication of CITO's order number in writing to CITO within three working days, stating the order number. Verbal orders or orders by telephone are only effective if they are subsequently supplemented by CITO in writing without delay by stating an order number and the purchaser confirms the order according to sentence 1. Within the scope of a permanent business relationship, a contract between CITO and the purchaser is concluded if the purchaser does not object to a written order of CITO within three working days after receipt of the order.

(2) Deviations of the order confirmation from the order at or after conclusion of contract and deviations from these General Terms and Conditions of Purchase require prior written consent and confirmation by CITO to become effective. Offers, planning, drafts and the like are remunerated by CITO only in case of express written agreement.

§ 3 Samples and Templates

(1) Drawings, templates, samples, models, tools, as well as plans and goods manufactured according to CITO's specifications handed over by CITO remain the property of CITO and may neither be passed on to third parties nor used for other purposes than agreed without written consent by CITO. They are to be secured against unauthorised inspection and to be treated strictly confidentially just like the information provided by CITO. The supplier is obliged to store the objects, records and documents at his own expense.

(2) CITO retains all copyrights as well as all other intellectual property rights to all aforementioned objects. Any further use of these objects by the supplier or by third parties requires a written explicit consent of CITO.

§ 4 Delivery Dates, Delay in Delivery

(1) The delivery dates and periods stated in the order letter are binding and refer to the receipt of the goods at the place of the shipping address. The delivery period shall commence on the date of receipt of the order by the supplier.

(2) The supplier shall be in default if the agreed delivery dates are exceeded without the need for a separate reminder.

(3) In case of exceeding delivery dates/deadlines according to CITO's order, CITO is entitled to all legal default claims. Additional costs incurred by the supplier for necessary accelerating measures in order to meet the agreed deadlines/periods are to be borne by him. Early deliveries and services require the prior written consent of CITO. Agreed payment dates are not affected by an early delivery or service.

(4) In case of a delay, the supplier also has to bear all damages resulting from the delay, in particular also the additional costs of a replacement delivery by third parties.

(5) If the supplier can recognise that it is not possible for it to comply with deadlines and/or periods, it must notify CITO in writing immediately, but at the latest within three working days, of the reasons for the delay and its probable duration. If he fails to do so, he has to compensate all damages resulting from the omitted notification in addition to the damage caused by delay.

(6) In case of delays in delivery, CITO is entitled to demand a contractual penalty of 0.5%, max. 5%, of the respective order value for each commenced week of the delay in delivery after prior written warning to the supplier. CITO can claim the contractual penalty until the final invoice is issued, but at least within 14 days after acceptance of the supplier's performance. Claims for damages and other claims remain unaffected. The contractual penalty is to be offset against the damage caused by delay to be compensated by the supplier.

§ 5 Readiness for Delivery and Spare Parts

(1) Within the scope of a permanent business relationship, the readiness for delivery is to be guaranteed by the supplier at all times. The supplier is obliged to inform CITO in writing at least 6 months before discontinuation of the production of the delivery item in case of delivery of series products.

(2) Furthermore, the supplier is obliged to deliver spare parts for the period of the usual technical use, but at least five years after the last delivery of the delivery item.

§ 6 Delivery, Costs of Delivery, Packaging

(1) The delivery is to be made to the destination address stated in each case on the order.

(2) The supplier is only entitled to deliver partial quantities if this has been expressly agreed with CITO in writing in advance.

(3) The supplier shall bear the costs for the delivery to the destination as well as the packaging. The supplier is obliged to take back empty containers at full value without charging freight costs.

(4) In the event that CITO assumes the costs of the delivery on the basis of an express written agreement with the supplier, the supplier is obliged to commission the forwarding agent named by CITO. If no forwarding agent is named, the shipment has to be made in the least expensive way.

§ 7 Assumption of Risk, Transport Insurance

(1) The supplier shall bear the transport risk, irrespective of at whose request and from which place the shipment is made.

(2) The supplier shall insure the goods adequately against transport damage at his own expense.

§ 8 Prices, Invoicing, Payment

(1) The price agreed in writing between the parties is binding. Intended price changes are to be notified to CITO in writing by the supplier at least three months in advance as part of a permanent business relationship.

(2) Payments are made after complete execution of the delivery and after presentation of an auditable invoice within 14 days with 3% discount or in 30 days net.

(3) Delays due to incorrect or incomplete invoicing do not affect any discount periods.

(4) In the event of default of payment, CITO owes default interest in the amount of (five) percentage points above the base interest rate according to § 247 of the German Civil Code (BGB).

§ 9 Warranty

(1) As far as CITO is subject to a legal obligation to give notice of defects, the notice of defect is in time if it reaches the supplier at the latest two weeks after delivery of the goods at the place of receipt – in case of hidden defects, after they are discovered.

(2) Upon receipt of a notice of defect by the supplier, the limitation period for warranty claims shall be suspended until the supplier rejects the asserted claims or declares the defect eliminated or otherwise refuses to continue negotiations on the claims. In case of replacement delivery and elimination of defects, the warranty period for replaced and repaired parts starts anew, unless CITO had to assume, according to the supplier's conduct, that the supplier did not consider himself obliged to the measure, but only carried out the replacement delivery or elimination of defects as a gesture of goodwill or for similar reasons.

(3) In all other respects, the statutory warranty regulations apply.

(4) The supplier indemnifies CITO against all claims arising from the infringement of third party rights to the deliveries or services provided, insofar as these rights exist in the European Economic Area (EEA), Switzerland, the USA or Canada and the supplier is responsible for the infringement. The supplier undertakes all reasonable measures to enable CITO to carry out the contractual use without impairment of third parties. Other rights due to defects of title remain reserved to CITO.

§ 10 Liability

The supplier is liable without limitation for all damages, irrespective of the legal grounds. In particular, the supplier is liable for only indirect consequential damages and financial losses.

§ 11 Retention of Title

Insofar as a retention of title is agreed, the delivered goods become the unrestricted property of CITO with their complete payment. Any prolonged or extended retention of title of the supplier or third parties is excluded.

§ 12 Assignment, Set-Off

The assignment of claims of the supplier against CITO to third parties is only permissible with express prior consent by CITO; § 354a of the German Commercial Code (HGB) remains unaffected. The supplier can only set off with recognised or legally established counterclaims.

§ 13 Passing on of Orders

Without written prior consent of CITO, orders or parts thereof may not be passed on to third parties or executed by subcontractors.

§ 14 Notice and Duties of Care

(1) The supplier has to ensure that the deliveries and services comply with the environmental protection, accident prevention and other industrial safety regulations, the safety rules as well as all legal requirements valid in the Federal Republic of Germany. The supplier has to inform CITO about special, not generally known treatment, processing and disposal requirements for each delivery.

(2) A corresponding safety data sheet also has to be sent to CITO with the first delivery. Furthermore, the supplier undertakes to send CITO the amended safety data sheet immediately after the safety data sheet has been amended.

§ 15 Place of Performance, Choice of Law, Place of Jurisdiction

(1) The place of performance for the delivery and service is the place of receipt/shipping address stated by CITO in the respective order.

(2) The exclusive place of jurisdiction for all disputes arising from the contract is Nuremberg, insofar as nothing else is stipulated by law. However, CITO is free to sue the supplier at his general place of jurisdiction.

(3) All contractual relations between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

§ 16 Severability Clause

Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision, the effects of which most closely approximate the economic objective pursued by the parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the General Terms and Conditions prove to be incomplete.

Version 06/2022