Supplier Purchasing Conditions

Purchasing Conditions of Tie Solution GmbH

1. Scope These purchasing conditions apply to all orders, contracts, and deliveries between Tie Solution GmbH, Wetzlar (Germany), and its suppliers. Deviating conditions of the supplier do not apply unless we expressly and in writing agree to them.

2. Order and Order Confirmation Orders are to be made in writing or electronically. The supplier will confirm each order in writing within three (3) working days. Changes or deviations require our express written consent.

3. Prices and Payment Terms All prices are fixed prices including all ancillary costs (packaging, transport, insurance), unless expressly agreed otherwise. Payments are to be made within thirty (30) days after complete delivery and receipt of the invoice, unless otherwise specified in writing.

4. Delivery and Delivery Time The agreed delivery dates are binding. The supplier is obliged to inform us immediately of any recognizable delays. In the event of a delivery delay, we are entitled to all statutory rights, including the right to withdraw from the contract.

5. The supplier guarantees that all goods comply with the agreed specifications, the provided samples, and the applicable legal requirements. In the event of defects, we reserve all legal rights. The supplier bears all costs associated with the subsequent fulfilment, including additional transport, customs, and ancillary costs. These will be invoiced separately or offset against existing claims. Until the final clarification of the Mangel, we reserve the right to offset outstanding invoice amounts in whole or in part against the costs arising from the subsequent fulfilment or to withhold corresponding payments.

6. Inspection and Complaint Obligation A goods receipt inspection is carried out randomly as part of our regular business process. Obvious defects must be reported within seven (7) working days of receipt of the goods, and hidden defects within seven (7) working days of discovery.

7. Product Liability and Insurance The supplier is liable for damages caused by defective products and shall indemnify us against claims from third parties. They are obliged to maintain appropriate product liability insurance at their own expense and to provide proof of this upon request.

8. Retention of title A retention of title by the supplier is only recognised to the extent that it relates to our payment obligation for the products delivered at the time. Extended or prolonged retention of title is expressly excluded.

9. Confidentiality All information received in the course of the business relationship must be treated as confidential and may only be used for the execution of the respective order.

10. Compliance with laws and supply chain due diligence The supplier undertakes to comply with all applicable national and international laws and standards, in particular:

• Environmental regulations,
• Occupational health and safety and social standards (ILO core labour standards),
• Anti-corruption and anti-money laundering regulations,
• Sanctions and export control regulations.

He further commits to comply with the requirements of the German Supply Chain Due Diligence Act (LkSG) as well as comparable international regulations and to provide corresponding evidence upon request.

11. Proofs of origin and customs formalities The supplier will provide proofs of origin (such as preference certificates or supplier declarations) free of charge and ensure that all documents required for import and export are prepared completely and correctly.

12. Packaging, labelling and transport All goods must be packaged appropriately for transport and labelled in accordance with the legal requirements of the respective destination country. The current Incoterms® (latest version) shall apply. Unless otherwise agreed, delivery will be FCA (Free Carrier) or DDP (Delivered Duty Paid) to our address.

13. Sustainability and Social Responsibility The supplier commits to respecting our standards for sustainability and ethical conduct. This particularly includes the respect for human rights, fair working conditions, the protection of natural resources, and the avoidance of child labour.

14. Conflict Minerals and Critical Raw Materials The supplier guarantees not to use conflict minerals or other critical raw materials from conflict-affected regions unless their conflict-free origin can be documented without gaps.

15. Severability Clause Should individual provisions of these purchasing conditions be or become ineffective, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with a regulation that comes closest to the economic purpose of the ineffective clause.

16. Place of performance, jurisdiction and applicable law The place of performance for all services is Wetzlar, Germany. The jurisdiction is also Wetzlar, provided that the supplier is a merchant, a legal entity under public law or a special fund under public law. Only the law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).

17. Protection of trademarks, logos and other materials

(17.1) All trademarks, logos, designs, templates and other materials of Tie Solution GmbH made available to the supplier in the context of order processing may only be used for the execution of the respective order.

(17.2) The use of these materials for advertising purposes, for taking photographs, in reference projects, or for any other public or internal presentations is prohibited without our prior express written consent.

(17.3) In the event of violations of this provision, we are entitled to claim a contractual penalty. The amount of the contractual penalty is based on the economic value of the affected brand or the severity of the infringement and can be multiple times the original contract value. The assertion of further claims for damages remains unaffected.

Tie Solution Ltd 2024