General Terms and Conditions of Purchase

of Saferoad Traffic GmbH (January 2024)

1. Scope

1.1 These general purchasing conditions apply exclusively to the contractual relationship between yourself and us, provided nothing else is agreed in writing.

1.2 Your conflicting conditions do not apply, even if we do not expressly object to them or accept ordered goods without reservation.

2. Orders

2.1 Our orders as well as changes or supplements to the orders require the written form.

2.2 We are authorised to revoke our order at no charge if you have not confirmed this to us without change within 2 weeks of receipt.

3. Deadlines and consequences of exceeding deadlines

3.1 The agreed deadlines for deliveries and services are binding. If delays are to be expected or occur, you must inform of this immediately in writing.

3.2 If you still do not deliver or provide the service within the extension period set by us, we are authorised to reject acceptance, even without warning, withdraw from the contract or demand compensation due to non-fulfilment. We are authorised to withdraw even if you are not to blame for the delay.

3.3 We reserve the right to demand an agreed contractual penalty due to improper fulfilment (§ 341 BGB - German Civil Code) until the final payment.

4. Prices

4.1 The prices are fixed. They include all expenses in connection with the deliveries and supplies you are to provide.

5. Processing and delivery

5.1 Subcontracts may only be awarded with our approval, unless this merely concerns supplies of standard market parts. Call-offs are binding in respect of the type and amount of called-off goods and the delivery time. Partial deliveries require our approval.

5.2 A delivery slip which details our order number as well as a description of the contents with type and amount is to be attached to every delivery.

6. Invoices, payments

6.1 Invoices are to be submitted to us in duplicate; they must include our order number.

6.2 Your claim to remuneration is due at the earliest after receipt of goods and of your invoice for payment. The time of payment is the day on which our bank has received the transfer order or on which the cheque was sent out.

6.3 Payments do not indicate recognition of the delivery or service as according to the contract. In the event of incorrect or incomplete delivery or service, we are authorised, irrespective of our other rights, to withhold payments for claims from the business relationship to an appropriate extent until the proper fulfilment, without compensation.

6.4 The transfer of your claims against us to third parties is excluded.

6.5 We do not fall into payment arrears if we have not paid within 30 days of the maturity and receipt of an invoice or equivalent payment plan. If the time of the receipt of the invoice or payment plan is unclear, we are also not in payment arrears if we have not made the payment at the latest 30 days after the due date and receipt of the delivery payment.

7. Safety, environmental protection

7.1 Your deliveries and services must correspond to the statutory provisions, in particular the safety and environmental protection provisions, including the act on hazardous substances, the provisions of ElektroG and the safety recommendations of the relevant German expert committees or associations, for example, VDE, VDI and DIN. Relevant certificates, test certificates and proofs are to be delivered free of charge.

7.2 No ozone depleting materials, for example, CFCs, carbon tetrachloride and 1.1.1 trichloroethylene, may be used in the manufacture of goods and packaging delivered to us.

7.3 You alone are responsible for adhering to the accident prevention regulations during the delivery and provision of services. Protective equipment required to this end as well as any manufacturer’s instructions are to be delivered at no charge.

8. Certificates of origin, import and export provisions, customs

8.1 Your EU VAT ID number is to be provided for deliveries and services which take place from an EU country outside of Germany.

8.2 Imported goods are to be delivered with duty paid. You are obliged in the scope of (EC) regulation no. 1207 / 2001 to issue the requested declarations and information, allow checks by the customs authorities and provide the required official confirmations at your own expense.

8.3 You will mark items subject to the issue of an export permit or the US re-export provisions in your order confirmation or invoice.

9. Transfer of risk, acceptance, property rights

9.1 Regardless of the agreed pricing, the risk during delivery without installation or assembly with receipt at the delivery address provided by us and with during delivery with installation or assembly with successful conclusion of our acceptance, transfers to us. The commissioning or use do not replace our declaration of acceptance.

9.2 The ownership of the delivered goods transfers to us after payment. Any requested or extended reservation of ownership is excluded.

10. Inspection and defect notification obligation, inspection expenses

10.1 We only carry out incoming goods inspections in regard to externally visible damages and externally recognisable deviations in the identity and amount. We will immediately make a complaint about such defects. We reserve the right to carry out a more extensive incoming goods inspection. Moreover, we will make a complaint of defects as soon as they are determined in accordance with the circumstances of the proper course of business. Insofar, you waive the objection of the delayed complaint of defects.

10.2 If we return defective goods to you, we are authorised to charge you with the invoice amount as well as an administration fee of 5% of the price of the defective goods. We reserve the right to prove higher expenses. You reserve the right to prove lower or no expenses.

11. Guarantee for material defects and defects of title

11.1 Defective deliveries are to be immediately replaced with fault-free deliveries and defective services are to be repeated without fault. In the case of development and construction errors, we are authorised to immediately enforce the laws provided in Point 11.4.

11.2 Subsequent improvement of defective deliveries or services requires our approval. You bear the risk for the period when the subject of the delivery or service is not in our possession.

11.3 In urgent cases - in particular if there is a danger of occupational safety or to prevent extraordinarily high damages - to rectify minor defects as well as in the event of your delay in rectifying a defect, we are authorised, after prior information, to rectify the defect and any damages it has resulted in at your cost or to commission a third party to rectify them at your expense. This also applies if you deliver or provide services late and we must immediately rectify defects as a result thereof in order to prevent our own delivery delay.

11.4 If you do not rectify the defect within an appropriate grace period set for you, we can chose to withdraw from the contract or reduce the remuneration and demand respective additional compensation for damages or expenses.

11.5 Delivered goods must be free from the rights of third parties. In the delivery of data processing programs, you are responsible for ensuring that you have all the required rights for the transfer of the programs.

11.6 The guarantee period for material defects is 30 months from the transfer of risk in accordance with Point 9. The course of the guarantee period is limited for the period that starts with the sending of our defect notification and ends with the acceptance of the defect-free delivery or service by us. For an improved or replacement delivery or repeated part of the delivery or service, the period mentioned in sentence 1 starts again with the acceptance of the defect-free delivery or service.

11.7 If you are to make a delivery or perform a service according to our plans, drawings or other special requirements, the agreement of the delivery or service with the requirements is considered expressly assured. If the delivery of service deviates from the requirements, we are immediately entitled to the rights stated in Point 11.4.

11.8 Moreover, our legal rights always remain unaffected.

12. Repeated service interruption

12.1 If you once again provide essentially the same or similar deliveries or services with defect or delay after written warning, we are immediately authorised to withdraw. In this case, our right to withdrawal also includes those deliveries and services which you are still obligated to provide to us in the future from this or another contractual relationship.

13. Exemption in the event of material defects and defects of title

13.1 You release us from all claims from third parties levied against us - regardless of the legal justification - due to material defect or defect to title or another error in one of your delivered products and reimburse us for the necessary costs of our prosecution in relation to this.

14. Technical documents, tools, production material

14.1 Technical documents, tools, company standard sheets, production material etc. provided by us remains our property; we retain all copyrights. You are to return these to us without request, including all duplicates made, immediately after carrying out the order; insofar, you are not authorised to enforce a right of lien. You may only use the objects mentioned to carry out the order and you may not hand it over or otherwise make it accessible to unauthorised third parties. Copying or duplicating the objects mentioned is only permitted insofar as it is required to carry out the order.

14.2 If you create the objects mentioned for us in Point 14.1 sentence 1 in part or entirely at our expense, then Point 14.1 applies accordingly, whereby we are the corresponding (co-)owner with the creation of our part in the manufacturing costs. You store this objects for us free of charge; we can acquire your rights in regard to the object under replacement of not yet amortised expenses at any time and demand the object from this.

15. Provision of material

15.1 Material provided by us remains our property and is to be stored and marked as our property by you free of charge and with the care of a proper business person, separately from your other materials. It may only be used to carry out our order. Damages to the material provided are to be replaced by you.

15.2 If you process the provided material or transform it, this activity is done for us. We will be the direct owner of the new materials which result from this. If the material provided only forms part of the new objects, we have co-ownership of the new materials in the amount of the value which corresponds to the provided materials
contained therein.

16. Confidentiality

16.1 You are obligated to treat information which you receive from us in connection to the order confidentially and not to transfer it to third parties, unless you prove to us that this information was already known to them or was subsequently made accessible by a third party authorised to do so without a confidentiality obligation or that is was generally accessible or subsequently became so without you being responsible for this.

16.2 Manufacture for third parties, exposition of products manufactured specifically for us, in particular in accordance with our plans, drawings or other special requirements, publications concerning the orders and services as well as reference to these orders to third parties requires our prior written approval.

16.3 We give notification that we and, if necessary, also the companies connected to us in the company group, save personal data which is connected to our business relationship with you.

17. Miscellaneous

17.1 The place of fulfilment is the respectively stipulated delivery address.

17.2 The court of jurisdiction, provided you are a businessperson, is the headquarters of the Saferoad RRS GmbH company to which these conditions apply. However, we are authorised to also have recourse at your headquarters.

17.3 The law of the Federal Republic of Germany applies under the exclusion of the UN sales law and the referral provisions of German international private law.

17.4 Should a clause of these purchasing conditions be fully or partially invalid, this does not affect the efficacy of the remaining clauses and the remaining parts of such clauses.

18. Supplier Code of Conduct

18.1 We hereby give notice that we work according to our Supplier Code of Conduct. You can view the current version here.

Saferoad Traffic GmbH
Kasteler Straße 11, Geb. H 21
66620 Nonnweiler
+49 6873 999 92 20