General Terms and Conditions of Purchase of MUGLER SE

A. General Provisions

The purchasing conditions of Mugler SE shall apply to the contractual relationship to be concluded as well as to all current and future business relations between us and the supplier. This includes all purchasing transactions relating to deliveries and services, regardless of whether these involve tools, machines, equipment, raw materials, work performances of any kind or services, irrespective of whether the supplier manufactures the goods itself or merely procures them from third parties.
The purchasing conditions of Mugler SE shall apply exclusively. Deviating or conflicting general terms and conditions of the supplier shall not apply, even if we do not expressly object to them in individual cases. This shall also apply if we accept goods or other services of the supplier without reservation and make payments thereon.

B. Offer and Conclusion of Contract

Our order shall only become binding upon written submission or written confirmation.
The supplier shall confirm our order in writing within five (5) working days. A confirmation received after this period shall be deemed a new binding offer and shall require our written acceptance.
Where offers are submitted by the supplier in response to our inquiry, no costs shall be incurred by us. The supplier shall be bound by such offer for a period of thirty (30) days from receipt.

C. Scope of Performance

The scope of performance shall result from the respective individual order. Documents, reports, ideas, drafts, models, samples and all other results arising in the course of performance shall form part of the contractual performance.
The supplier shall perform its services with the utmost care, taking into account the latest state of science and technology, the safety regulations of authorities and professional associations, as well as its own existing or newly acquired knowledge and experience gained during the performance of the contract. The supplier guarantees compliance with statutory provisions, the agreed technical specifications and other requirements.
Upon request, the supplier shall provide information on the composition of the delivered item insofar as this is necessary to comply with regulatory requirements in Germany or abroad.
The supplier shall be obliged to notify MUGLER SE in writing without delay of any concerns it has regarding the requested method of performance or delivery and to propose any changes it deems necessary to comply with the agreed specifications or statutory requirements.
Where the supplier is required to provide material samples, test reports, quality documentation or other contractually agreed documents, the completeness of delivery and performance shall also require receipt of such documents.

D. Delivery Date

Delivery shall be made in accordance with the order or subsequent instructions issued by MUGLER SE on the agreed dates. All shipping documents, correspondence and invoices shall state the MUGLER SE order number.
If a delivery date has been agreed, all deliveries and services shall be fully rendered by that date. If delivery is not made on time, MUGLER SE shall be entitled, after granting a reasonable grace period, to refuse further acceptance of services and to claim damages for non-performance from the contractor. MUGLER SE shall also be entitled to withdraw from the contract even if the supplier is not responsible for the delay. Any additional costs and, where applicable, damages arising from delayed deliveries or services shall be reimbursed.
The supplier shall notify us of any delay in performance and any hindrance without delay. The supplier may not invoke lack of fault for delay if it has failed to notify us of the delay immediately.

E. Quality, Acceptance and Warranty

The contractor warrants that the goods comply with the submitted specifications, relevant standards and the state of the art.
MUGLER SE reserves the right to inspect the goods for obvious and visible defects immediately upon receipt and to accept them only thereafter. In the event of a complaint, the contractor may be charged with the costs of inspection and replacement delivery. For any type of defect, the notice period shall be fourteen (14) days from discovery. During the warranty period, the contractor waives the objection of delayed notification with respect to hidden defects.
Warranty claims of MUGLER SE for material and legal defects shall be governed by statutory provisions. The warranty period shall be twenty-four (24) months from the transfer of risk.
The contractor’s warranty obligations shall be governed by statutory provisions unless otherwise stipulated below. The contractor shall indemnify Mugler SE upon first demand against all third-party claims arising from defects, infringement of third-party intellectual property rights or product liability attributable to its share of causation. The contractor warrants that it maintains adequate product liability insurance.
In accordance with statutory provisions, the supplier shall in particular be liable for ensuring that the goods have the agreed quality at the time of transfer of risk. Product descriptions that are the subject of the respective contract – in particular by designation or reference in our order – or that are incorporated into the contract in the same manner as these purchasing conditions shall be deemed to constitute an agreement on quality. It shall make no difference whether the product description originates from us, the supplier or the manufacturer.
Acceptance or approval of submitted samples or specimens shall not constitute a waiver by MUGLER SE of warranty claims.

F. Prices and Terms of Payment

All prices are net prices plus the applicable value added tax. The prices stated in the MUGLER SE order shall be binding.
The agreed prices are fixed prices. The contractor shall perform all services necessary to achieve the agreed performance result without additional remuneration. Additional remuneration shall only be owed if expressly confirmed on the basis of a written supplementary offer. Any supplements or additional services must be notified prior to execution and be based on the main offer.
The price shall always include costs for packaging, freight and transport to the shipping address or place of use specified by us. Where, by way of exception, a price “ex warehouse” or “ex works” is agreed, we shall only bear the most favorable freight costs. The supplier shall always bear the costs up to delivery to the carrier, including loading costs.

G. Retention of Title and Ownership

We reserve ownership or copyright in respect of orders, contracts, drawings, illustrations, calculations, descriptions and other documents provided by us to the supplier. The supplier may not disclose, sell, pledge, otherwise transfer or make them accessible to third parties, nor use or reproduce them itself or through third parties without our express consent. The same shall apply to items manufactured using such production means. This shall also apply to items developed by the supplier in accordance with our specifications or with our involvement. We shall always retain full ownership of the items provided; furthermore, any copyright established in our favor shall remain unrestricted. Upon completion of the respective order, such items and documents shall be returned to us upon request or, at our discretion, carefully stored for a limited period. In any case, the supplier shall return these documents to us in full when they are no longer required in the ordinary course of business or if contract negotiations do not lead to the conclusion of a contract.
Tools and models provided by us to the supplier or manufactured for contractual purposes and invoiced to us separately by the supplier shall remain our property or become our property. The supplier shall label them as our property, store them carefully, insure them adequately against damage of any kind and use them solely for contractual purposes. Unless otherwise agreed, the costs of maintenance and repair shall be borne equally by the contracting parties. However, insofar as such costs are attributable to defects in items manufactured by the supplier or improper use by the supplier, its employees or other vicarious agents, such costs shall be borne solely by the supplier. The supplier shall notify us immediately of any not insignificant damage to such tools and models. Upon request, the supplier shall be obliged to surrender them to us in proper condition when they are no longer required for the performance of contracts concluded with us.
Any retention of title by the supplier shall apply only insofar as it relates to our payment obligations for the respective products for which the supplier retains title. Extended or prolonged retention of title is expressly excluded.

H. Environmental Protection and Information Security

Environmental protection is an integral part of our quality requirements. We therefore operate a quality management system in accordance with DIN EN ISO 9001 and an environmental management system in accordance with DIN EN ISO 14001. In addition, information security is a key focus of our company, and we operate an information security management system in accordance with DIN EN ISO 27001.
Our suppliers and service providers are requested to support us in achieving these objectives within the scope of their activities. Accordingly, in addition to price and cost-effectiveness, environmental compatibility, energy efficiency of products and the supplier’s information security policy constitute essential purchasing criteria. We reserve the right to verify compliance with these requirements through coordinated quality audits of our contractors.

I. Intellectual Property Rights

Subject to paragraph 2, the supplier warrants that products supplied by it do not infringe third-party intellectual property rights in countries of the European Union or in other countries in which the supplier manufactures or has the products manufactured.
The supplier shall indemnify us against all claims asserted by third parties against us due to the infringement of industrial property rights referred to in paragraph 1 and shall reimburse us for all necessary expenses incurred in connection therewith. This shall not apply insofar as the supplier proves that it is not responsible for the infringement and could not have been aware of it at the time of delivery even by exercising due commercial care.
Any further statutory claims of ours due to legal defects in the products delivered to us shall remain unaffected.

J. Spare Parts

The supplier shall be obliged to keep spare parts for the products supplied to us available for a period of at least three (3) years after delivery.
If the supplier intends to discontinue the production of spare parts for the products supplied to us, it shall notify us thereof immediately after the decision to discontinue has been made. Subject to paragraph 1, such decision shall be made at least six (6) months prior to discontinuation of production.

K. Data Protection

In accordance with the German Federal Data Protection Act (BDSG) and the European General Data Protection Regulation (GDPR), we process and store the supplier’s personal data for the fulfillment of business purposes and objectives. The supplier hereby acknowledges initial storage of its personal data.
The supplier undertakes to treat all drawings, drafts, samples, specifications and all internal company information disclosed to it in the course of contract initiation or execution as strictly confidential and not to make them accessible to third parties. The supplier further undertakes to grant access to such information only to employees who are specifically bound to confidentiality.
All data protection obligations arising from this agreement shall continue to apply after termination of the existing or initiated business relationship between MUGLER SE and the supplier.

L. Confidentiality

The supplier shall be obliged to treat all documents, information and data relating to the subject matter or purpose of the contract as strictly confidential and to take all necessary measures to ensure the highest possible level of confidentiality. The supplier shall impose enforceable obligations of this nature on its employees and any third parties involved in performance (e.g. subcontractors) and shall provide evidence of compliance upon request.
The supplier shall refrain from advertising or otherwise representing the agreed business relationship with us. Furthermore, the supplier shall use our company name or any industrial property rights granted in our favor only with our prior written consent.

M. Assignment

The supplier shall not be entitled to assign its claims arising from the contractual relationship to third parties. This shall not apply to monetary claims.

N. Compliance with Laws

The supplier shall be obliged to comply with all applicable statutory provisions in connection with the contractual relationship. This applies in particular to anti-corruption and anti-money laundering laws as well as antitrust, labor and environmental protection regulations.
The supplier shall ensure that the products supplied by it meet all relevant requirements for placing on the market in the European Union and the European Economic Area. Upon request, the supplier shall provide suitable documentation to demonstrate conformity.
The supplier shall make reasonable efforts to ensure compliance with the obligations set out in this section N by its subcontractors.

O. Final Provisions

The place of performance for delivery shall be the respective shipping location specified by MUGLER SE.
The law of the Federal Republic of Germany shall apply. The place of jurisdiction shall be the Local Court (Amtsgericht) of Chemnitz.
In addition, the General Terms and Conditions (AGB) of MUGLER SE shall apply, which may be accessed at any time on the website www.mugler.de.
Should individual clauses of these general terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid clauses, the parties undertake to agree on provisions that are valid and that best correspond to the economic purpose of the contract.