UMAREX GmbH & Co. KG

General Terms and Conditions of Purchase

Section 1
General – Scope

1. Our Terms and Conditions of Purchase apply exclusively; we do not recognize any deviating terms and conditions of the Supplier, unless we have given our express written consent to their validity. Our Terms and Conditions of Purchase apply even if we, while being aware of terms and conditions of the Supplier that are contrary to or deviating from our Terms and Conditions of Purchase, accept the delivery from the Supplier without reservation.

2. All agreements concluded between us and the Supplier for the purpose of executing this Contract at the point of contract conclusion must be stipulated in writing in this Contract. Our employees are not authorized to make oral agreements that deviate from the written Contract.

3. Our Terms and Conditions of Purchase only apply to entrepreneurs as defined in Section 14 of the German Civil Code (BGB).

Section 2
Offer – Non-disclosure

1. The Supplier is entitled to accept our order within a period of 2 weeks. After this period, our offer expires.

2. We retain the property rights and copyrights to illustrations, drawings, calculations and other documents; it is not allowed to make them accessible to third parties without our express written consent. They are to be solely used for production on the basis of our order; after the order has been wrapped up, they are to be returned to us without being requested. They must be kept secret from third parties. The obligation to secrecy does not apply if and to the extent the information has generally become known without breach of obligations to secrecy or must be disclosed on the basis of a court order or official order.

Section 3
Prices – Terms of payment

1. The price shown in the order is binding. Unless otherwise agreed in writing, the price includes delivery “free to the door” and packaging. The return of the packaging requires a separate agreement.

2. Unless otherwise agreed in writing, we pay the purchase price with 3% discount within 14 days, counted from delivery and receipt of invoice, or net within 30 days after receipt of invoice.

3. We are entitled to rights of set-off and retention to the extent permitted by law.

Section 4
Delivery time

1. The delivery time shown in the order is binding.

2. The Supplier is obligated to notify us forthwith in writing in the event that circumstances arise or become apparent to him that show that the stipulated delivery time cannot be met. Claims due to delay remain unaffected by this.

3. In the event of a delay in delivery, we are entitled to statutory claims. In particular, we shall be entitled – after an appropriate period has expired without results and setting a grace period that cannot be dispensed with according to statutory provisions – to demand compensation for damages in lieu of performance and withdrawal. If we demand compensation for damages, the Supplier has the right to prove to us that he is not responsible for the breach of duty.

Section 5
Transfer of risk

Unless otherwise agreed in writing, the delivery shall be made free to the door. The risk of accidental destruction or accidental damage of the goods transfers to us only on delivery at the point of destination. Statutory provisions in the case of delayed acceptance remain unaffected.

Section 6
Inspection of defects – Liability for defects

1. We are obligated to check the goods for any deviations in terms of quality and quantity within a reasonable period in accordance with the statutory provisions of Section 377 of the German Commercial Code (HGB).

2. We are entitled to statutory claims for defects without any deduction; in any case, we are entitled to demand, at our own discretion, from the Supplier the rectification of the defect or a new item. The right to compensation for damages in lieu of performance is expressly reserved.

3. The limitation period is 36 months, calculated from the point of transfer of risk. Statutory limitation regulations in the case of Supplier recourse remain unaffected

Section 7
Product liability – Indemnification – Liability insurance cover

1. Insofar as the Supplier is responsible for product damage, he shall be obligated to indemnify us from third-party claims for damage, since the cause is located in his sphere of control and organization and he himself is liable in relation to third parties.

2. Within the scope of his liability for damages within the meaning of paragraph (1), the Supplier is also obligated to reimburse any expenses defined in Sections 683, 670 BGB or Sections 830, 840, 426 BGB that arise from or are incurred in the context of a recall campaign carried out by us. As far as possible and reasonable, we shall inform the Supplier of the content and scope of the recall actions to be carried out and give him the opportunity to comment. Other legal claims remain unaffected.

3. The Supplier pledges to take out and maintain a product liability insurance policy with a lump-sum coverage of €10 million per personal damage/property damage; should we be entitled to further claims for damages, they shall remain unaffected.

Section 8
Intellectual property rights

1. The Supplier undertakes to deliver the goods free of the rights of third parties.

2. In the event that a claim is asserted against us by a third party due to the third party’s rights, the Supplier is obligated to indemnify us from these claims. This does not apply if the Supplier is not responsible for the breach of rights and was not obligated to know it at the time of delivery if the care of a prudent businessman was applied. We are not entitled to enter into any agreements with the third party without consent of the Supplier; in particular to enter into a settlement.

3. The Supplier’s indemnification obligation applies to all expenses we necessarily incur from or in connection with the claim from a third party.

4. Section 6 (3) shall apply accordingly to the limitation period of claims due to defects in title.

Section 9
Reservation of ownership – Provision – Tools

1. Insofar as we provide parts to the Supplier, we retain ownership of them. Processing or transformation by the Supplier are carried out for us. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership to the new item in proportion of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

2. If the item provided by us is inseparably mixed with the other item not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of the reserved goods (purchase price plus VAT) to the other mixed-in items at the time of mixing. If the mixing is done in such a way that the item of the Supplier must be seen as the main item, it shall be considered as agreed that the Supplier assigns to us proportional ownership; the Supplier shall safekeep for us the sole ownership or co-ownership of the item.

3. We retain ownership of tools; the Supplier is obligated to use the tools exclusively for the production of the goods ordered by us. The Supplier is obligated to insure the tools belonging to us at their value when new against fire, water and theft at his own expense. At the same time, the Supplier hereby assigns to us all claims for damages from this insurance; we hereby accept the assignment. The Supplier is obligated to carry out in due time any maintenance and inspection work and have all maintenance and repair work done at his own expense. He shall notify us immediately of any incidents; if he culpably fails to do so, claims for damages shall remain unaffected.

Section 10
Place of jurisdiction – Place of performance

1. If the Supplier is a merchant, our place of business is the place of jurisdiction; however, we are entitled to sue the Supplier also at his place of residence.

2. Unless otherwise stated in the order, our place of business shall be the place of performance.

3. Our contractual relationship with the Supplier is exclusively based on German law, excluding the UN Convention on Contracts for the International Sale of Goods.

Section 11
Severability clause

If one of the above provisions of these General Terms and Conditions of Purchase should be invalid, ineffective or unenforceable for any reason, the validity of the remaining provisions as well as the underlying contract shall remain unaffected by it.

In this case, statutory provisions shall apply in lieu of the ineffective or unenforceable provisions.