Conditions of purchase

of the company Narr Modular Systems GmbH Defense & Security

§ 1 Applicable conditions

(1) Unless otherwise agreed in writing, our orders and contract conclusions are exclusively carried out on the basis of these conditions of purchase in their latest version. They shall also apply to all further business relations, even if they are not stipulated expressly again.
(2) Contractual agreements and general terms and conditions of delivery of the supplier, which complete or modify our conditions of purchase, are only considered as accepted, if they have been expressly confirmed by us in writing.
(3) We expressly oppose any references or counter-acknowledgments by the supplier asserting his conditions of purchase.
(4) The reception of deliveries or performances or their payment cannot be considered as acceptance of the general terms and conditions of delivery.

§ 2 Offer
(1) All offers must correspond exactly to our enquiries. If deviations cannot be avoided, the supplier must make specific reference to it.
(2) Unless otherwise agreed in writing, all offers made to us are free of charge.

§ 3 Orders
The acceptance of the order has to be confirmed in writing by the supplier immediately after having received our order.

§ 4 Scope of delivery
(1) The delivery contains all pieces mentioned in the order as well as the necessary technical and service documentations.
(2) The supplier must ensure the delivery of fully operational goods.
(3) In case if the delivered goods are part of a whole plant, the supplier has to gather detailed information on his part of the delivery and the related works on his own responsibility. Mistakes which result from a negligence of this obligation are at the suppliers’ charge.
(4) The supplier is obliged to inform us on time before the possibility to deliver may end, so that we can make a final disposition if necessary.

§ 5 Prices
(1) The prices result from the order. Unless otherwise agreed, these are fixed prices.
(2) The prices include everything that the supplier has to do in order to fulfill his delivery and service obligation. Especially the necessary performances in order to achieve the agreed technical data and norms are included in the price.
(3) Unless especially agreed, the prices shall apply free delivery to the destination works or any other place of delivery, packaging included. For multiple delivery contracts, any price cuts occurring between the placement of the order and the delivery have to be passed to us.
(4) If the agreed price does not include the packaging or the price for the packaging – which is not only rent – is not clearly agreed, this must be invoiced at proven cost price. At our request, the supplier has to take back the packaging at his own charge.

§ 6 Invoices and EC certificate of origin, formal requirements
(1) Invoices must be directed to our postal address and may not be included in the delivery.
(2) All order confirmations, delivery notes and invoices must contain our order number, article number, delivery quantity and delivery address. If one or several of these details are missing and our processing is delayed in our normal business operations, the payment period indicated in § 7 is extended by the period of the delay.

§ 7 Terms of payment
(1) Unless otherwise agreed, we shall pay the purchase price either with 3% discount within 14 days from the reception of the goods and the invoice or net within 30 days. The receipt of the transfer order at our bank is sufficient for the payment to be considered as punctual.
(2) The payment period shall start upon reception of the invoice, but at the earliest upon reception of the goods at the destination works or any other place of delivery. If the order number is missing on the invoice, the payment period is extended until these data and documents are complete.
(3) Payment will be made subject to inspection of the invoice. Credit notes and debit notes resulting from the inspection of the invoice are cleared with the next payment. We will make a particular indication and send you a credit note or debit note with an explanation.
(4) In the event of delay of payment we shall be liable for the delay interest in the amount of 5% above the base interest rate as defined in § 247 BGB.

§ 8 Dispatch, transport insurance and transfer of risk
(1) In each case, the delivery will be made to the address specified on the order. The delivery includes the delivery note. The delivery note and the bill of freight as well as all other shipping documents shall contain the order number.
(2) In the event that delivery “freight collect” has been expressly agreed, the supplier has to take the advantage of each reduction of the transportation costs. Additional freight and other costs resulting from a non-respect of these provisions are on the suppliers’ charge.
(3) We shall only bear the transport insurance costs, if we expressly required such insurance.
(4) The supplier bears the transport risk. This also applies, if we take over the costs for the transport and eventual insurances.

§ 9 Delivery time and delay in delivery
(1) The agreed delivery time is binding. It starts with the acceptance of the order by the supplier. The respect of the delivery time is determined by the reception of the delivered goods at the destination works or any other place of delivery.
(2) The supplier only has the right to deliver before the agreed delivery date, if we confirmed this in writing. This earlier delivery date doesn’t affect the agreed terms of payment.
(3) In the event of delayed deliveries, the legal provisions apply. The acceptance of delayed deliveries or performances does not imply waiver of any claims for damages.

§ 10 Force majeure
(1) In the event of force majeure – in our or in the suppliers’ scope of responsibility – which results in the stop or limitation of the production and which cannot be avoided in spite of reasonable effort in relation to the nature of the circumstances, the following regulation is applicable: For the duration of these events and to the extent of their effect, we have the right to delay the acceptance and the payment for the duration of the stop and an appropriate starting time.
In case if the acceptance becomes impossible, we have the right to withdraw from the part of the contract not fulfilled yet.
If the acceptance and payment deadline in the above mentioned cases is extended, the supplier is relieved from eventual claims for damages and rights of withdrawal.
(2) If the above impediments last longer than two months, the supplier is entitled to withdraw from the part of the contract not fulfilled yet, after granting an appropriate extension of period.
(3) We can only refer to the circumstances quoted in paragraph 1, when we immediately inform the supplier of the occurrence of these events in an appropriate period of time.

§ 11 Retention of title and transfer of ownership
(1) The supplier has no rights of retention of title exceeding the common retention of title.
(2) At the latest when the invoice if fully paid, the ownership of the delivered goods is transferred to us without prejudice of reservation of ownership of the supplier.

§ 12 Quality and documentation
(1) The supplier is obliged to guarantee that the delivered goods are of high scientific and technical quality, that they are made of the most suitable materials and that the delivered goods are constantly and carefully checked.
(2) The supplier is obliged to respect the technical provisions for his deliveries.
Such as especially:
– all security and protection provisions required by the law, the supervisory authorities and the employers’ liability insurance association;
– the respect of all laws and directives regarding environmental protection.
(3) The supplier is obliged to ensure that the technical and technological documentations, related to the purpose of the delivered goods, are binding, complete and correct when they are handed out to us.
(4) The supplier is obliged to inform us on time about eventual modifications and further developments of the delivered goods. The main technical differences between the old and the new version of the delivered goods have to be pointed out explicitly in written form.
(5) Any modification of the delivered goods requires our prior written approval. Deliveries of replacements after the modification have to be clearly marked.

§ 13 Replacement
(1) The supplier is obliged to retain replacements for the delivered goods during a period of at least four years from the delivery.
(2) If the supplier plans to stop the production of replacements for the delivered goods, he must inform us immediately of this decision. This decision has to take place – subject to paragraph 1 – at least six months before the production is finally stopped.

§ 14 Notice of defects
(1) We have to announce any defects of the delivered goods immediately to the supplier and in writing as soon as they have been determined according to the circumstances of a proper business transaction. In this respect the supplier waives the objection that the notice of defects was delayed and the goods were accepted without prejudice.
(2) The objection of a delayed notice of defects and the acceptance of the goods without prejudice is also excluded, if the defect is not obvious. We are not obliged to take samples in order to detect defects.
(3) If random tests show a defect in the delivered goods, we have the right to check the whole delivery at the suppliers’ charge after having informed him or to send all delivered goods back to the supplier at his charge.
(4) If the properties of the delivered goods can only be determined at manufacturing, the notice of defects cannot be communicated within one week from the detection of the defects. In this respect the supplier waives the objection of a delayed notice of defects and the acceptance without prejudice.
(5) If a payment has been made before the defect was detected, this shall not be considered as acceptance that the goods are free of defects and delivered in accordance with the regulations.

§ 15 Guarantee
(1) Unless otherwise agreed in these conditions of purchase, in case of a defective delivery the legal provisions are applicable.
(2) Without prejudice of further claims, especially claims for damages, we are entitled to decide whether we prefer a free of charge replacement, a free of charge repair, a price reduction, a cancellation of the contract and in case of guaranteed properties a compensation for non-performance.
(3) If the supplier is behind with the repair – or in urgent cases – we are entitled, after having informed the supplier, to repair the defect ourselves or by a third person at the suppliers’ charge.
(4) Hidden defects, which are only detected during or after the installation of the delivered goods, entitle us to claim all expenses caused by the repair of the defect, such as especially the costs for useless manufacturing as well as the disassembly and reassembly. Eventual further claims for damages remain unaffected, especially the loss caused by production stoppage.
(5) The eventual return of contested goods is for the account of and at the risk of the supplier, regardless of the location of the defective goods.
(6) The warranty expires after 36 months from the commissioning of the delivered good.
(7) The period of limitation is suspended for the period in which the goods cannot be used due to defects. If only parts of the delivered goods are defective, the suspension of the period of limitation covers the whole part of the delivery, which cannot be used due to defects. The suspension of the period of limitation covers the period from the reception of the notice of defects until the successful repair or the failure of the repair. This shall also apply if we are entitled to repair ourselves or by thirds in accordance with paragraph 3.

§ 16 Product liability
(1) The supplier must carry out all inspections of his manufactured or delivered products independently of us and he has to take care that the delivered goods are free of defects. The inspections we carry out ourselves don‘t replace the inspection of the supplier.
(2) If claims are asserted against us – due to the product liability, due to the violation of official security regulations, etc. – under domestic or other applicable law, the supplier is obliged to compensate the loss, if his defective deliveries or behavior are causal for the loss. In case of defects, which result from the production of the delivered goods, the supplier bears the full burden of proving his non-culpability.
(3) The supplier is obliged to take out liability insurance, especially sufficient product liability insurance. On demand, the supplier has to prove that he took out such insurance. Taking out this insurance doesn’t relieve the supplier from further claims for damages exceeding the sum insured.

§ 17 Provided parts, samples, drawings and means of production
Documents and all kind of means of production, which we make available to the supplier, such as models, tools, measuring equipment, samples, drawings, calculations and the like have to be sent back to us free of charge without demand, as soon as the supplier doesn’t need them any more for the execution of the order. We shall retain the right of property and copyright.

§ 18 Property rights
(1) The supplier is responsible for ensuring in accordance with paragraph 2, that the goods which he delivers do not violate any commercial property right of third parties within the European Union or other countries, in which the products are manufactured.
(2) The supplier is obliged to relieve us from all claims, which third parties assert against us due to the property rights mentioned in paragraph 1 and to compensate all necessary expenses related to the these claims. This claim is independent of the suppliers’ fault.
(3) Our further legal claims due to defects of title of the delivered products remain unaffected.

§ 19 Assignment
The supplier is not entitled to assign claims from the contractual relationship to third parties. This doesn’t apply if it regards monetary claims.

§ 20 Applicable law, place of fulfillment, jurisdiction and partial invalidity
(1) These conditions of purchase as well as the entire legal relations between us and the supplier are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of fulfillment for all obligations resulting from the contractual relationship is Balingen.
(3) The place of jurisdiction for all legal disputes arising from the contractual relationship as well as regarding its’ creation and effectiveness is Balingen.
(4) Should any provision in these conditions of purchase or a provision in the context of other agreements become invalid, this shall not affect the effectiveness of all other provisions or agreements. In this case the invalid provision has to be interpreted or completed so that the economic purpose of the valid provision will be achieved in legally valid manner.

July 12th, 2016, version 1

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