(1) These General Purchasing Terms (GPT) apply to all business relationships with our business partners and suppliers (hereinafter referred to as: "Sellers"). The GPT are only valid if the Seller is an entrepreneur (sec. 14 BGB [German Civil Law]), a public law entity or a special fund under public law.

(2) These GPT particularly apply to contracts for the sale and/or delivery of goods (hereinafter referred to as: Goods) regardless whether the Seller manufactures the goods itself or purchases them from suppliers (sec. 433, 651 BGB [German Civil Code]). The GPT are also valid in their respective version as a framework agreement for future contracts for the sale / and/or delivery of goods with the same Seller without us having to refer to them; we will immediately inform the Seller in this case of any changes to our GPT.

(3) Exclusively these GPT shall apply. Divergent, conflicting or supplementary General Business Terms of the Seller shall only become part of the contract after we have expressly consented to their validity in writing.

This requirement for consent shall apply in any case, for example, even if we have accepted without reservation the deliveries of the Seller being aware of its General Business Terms.

(4) Individual agreements made with the Seller (including collateral agreements, supplements and amendments) have precedence in any case over these GPT. A written contract or our written confirmation is decisive for the content of such agreements.

(5) Legally relevant declarations and notifications, which must be submitted by the Seller to us after concluding the contract (e.g. setting of deadlines, reminders, declaration of withdrawal), must occur in written form in order to be valid.

(6) References to the applicability of legal regulations serve only the purpose of clarification. Legal regulations apply even in the absence of such clarification to the extent they have not been directly modified or expressly excluded in these GPT.

(1) Our order shall be deemed binding no soon than upon written submission or confirmation. The Seller must notify us of blatant errors (e.g. spelling errors and errors in calculation) and incompleteness of the order including the order documents for the purpose of correction or completion prior to acceptance; otherwise the contract shall be deemed to have not been concluded.

(2) The Seller is required to confirm our order in writing within a period of 7 days/ 1 week or to execute it without reservation in particular by sending the goods (acceptance).

(3) An amended or delayed acceptance shall be considered a new offer and must

(1) The delivery period we specify in the order is binding. If a delivery period has not been specified in the order and has also not been otherwise agreed, it shall amount to two weeks following the conclusion of the contract. The Seller is obligated to promptly advise us in writing if it expects to not be able to comply with the agreed delivery periods - – regardless of the reasons for this.

(2) If the Seller does not render performance or fails to do so within the agreed delivery period or if it defaults in delivery, then the determination of our rights - particularly to withdrawal and compensation for damages - shall be governed by statutory regulations. The provisions under para. 3 shall remain unaffected.

(3) If the Seller defaults, we may – in addition to further statutory claims – demand a flat-rate reimbursement of our default damage amounting to 1% of the net price for each full calendar week, however, no more than 5% of the net price for the goods that were delivered late. We reserve the right to prove that we have suffered greater damages. The Seller reserves the right to prove that we have not suffered any or significantly lower damages.

(1) Without our prior written consent, the Seller is not entitled to have the due performance rendered by third parties (e. g. subcontractors). The Seller shall bear the procurement risk for his services if not otherwise agreed in an individual case (e. g. sale of goods in stock).

(2) Delivery shall occur within Germany “carriage free” to the location specified in the order. If the destination has not been specified and nothing else has been agreed, then delivery must be made to our business headquarters in Hilden. The respective destination is also the place of performance (performance obligation).

(3) A delivery note specifying the date (issue and shipping), content of the delivery (product number and quantity) as well as our order identifier (date and number) must be enclosed with the delivery. If the delivery note is missing or is incomplete, then we are not responsible for resulting delays in processing and payment. A corresponding shipment paper with the same content must be forwarded to us separately from the delivery note.

(4) The risk of accidental destruction and accidental deterioration of the goods shall be transferred to us upon handover of the goods at the place of performance. If acceptance has been arranged, it is decisive for the transfer of risk. Furthermore, the statutory provisions of contract law apply accordingly. The good shall be deemed to have been handed over and/or accepted if we fail to accept them on time.

(5) Statutory provisions apply in the event of default of acceptance. The Seller must also expressly render its performance to us if a specific or determinable calendar period has been agreed for an activity or cooperation on our part (e. g. provision of material). If we fall into default of acceptance, the Seller may demand reimbursement of its additional expenses in accordance with legal statutes (sec. 304 BGB). If the contact concerns a non-fungible good for manufacture (manufactured to specification), the Seller is

The company Julius Montz undertakes to continually improve its energy efficiency and has introduced an energy management system in accordance with ISO 50001: 2011. With respect to offers, orders and the selection of products, the suppliers and third-party companies undertake to considering energy-efficient criteria and support the improvement endeavours of the client. In the event of contracts for hiring out employees, the third-party company is obligated to instruct the personnel to handle energy and resources sparingly and thereby contribute to improving efficiency.

(1) The price specified in the order is binding. All prices exclude statutory VAT if not specified separately.

(2) If not otherwise agreed in individual cases, the price includes all services and supplementary services of the seller (e. g. assembly, installation) as well as all ancillary costs (e. g. proper packaging, transport costs including any transport and liability insurance). The Seller must, at our request, take back the packaging material.

(3) The agreed price is due for payment within 30 calendar days following full delivery and performance (including, if applicable´, any acceptance that is agreed) as well as the receipt of a proper invoice for payment. If we make the payment within 14 calendar days, the Seller shall grant us a 2% discount off the net invoice amount. In the event of a bank transfer, the payment must be made in time if our transfer order is received by our bank before the payment period expires; we are not responsible for delays in the payment transaction on the part of the banks involved.

(4) We do not owe any interest payable after the due date. The default interest amounts to 5 percentage points above the prime rate annually. The statutory provisions apply if we default; a written warning by the Seller is, however, required for this in any case.

(5) We are entitled to rights to set off and withhold amounts as well as the plea of non-performance of the contract to the statutory extent. In particular, we are entitled to withhold due payments as long as we have claims resulting from incomplete or deficient services vis-à-vis the Seller.

(6) The Seller has a right to set off or withhold amounts on the basis of legally established or undisputed counterclaims.

(1) We shall retain all rights of ownership and copyrights to images, plans, drawings, calculations, implementation instructions, product description and other documents. Such documents are only to be used for the contractual performance and must be returned to us after the contract has been executed. The documents must be kept confidential vis-à-vis third parties, also after the contract has ended. The confidentiality obligation shall first expire once and to the extent the knowledge contained in the transferred documents has become publicly known.

(2) The above provision applies accordingly for substances and materials (e.g. software, finished and semifinished products) as well as for tools, templates, specimens and other objects, which we provide to the Seller for the manufacturing process. Such objects – as long as they are not processed – must be kept at the cost of the Seller and be insured against destruction and loss to an appropriate extent.

(3) The Seller shall perform any processing, mixing or combining (further processing) of enclosed objects on our behalf. The same applies if we process the delivered goods further such that we are deemed the manufacturer and acquire ownership of the product no later than upon further processing as prescribed by legal regulations.

(4) The goods must be transferred to us unconditionally and without consideration of the payment of the price. If, however, we accept an offer of the Seller to the transfer, which is contingent upon the payment of the purchase price, in individual cases, the retention of title of the Seller shall expire no later than with the payment of the purchase price for the delivered goods. We shall, in the ordinary course of business, continue to be authorised to resell the goods also before the payment of the purchase price with prior assignment of the resulting claim (alternatively the application of the basic retention of title extended to resale). This consequently excludes all other forms of retention of title, in particular the expanded retention of title, which is passed on and extended to further processing.

(1) Legal statutes shall apply to our rights in the event of material and legal deficiencies in the goods (including incorrect and short deliveries as well as improper assembly, deficient assembly, operating or usage instructions) and, in the event of other breaches of duty by the Seller to the extent nothing else is stipulated below.

(2) In accordance with statutory regulations, the Seller shall be particularly liable that the goods have the agreed quality upon the transfer of risk to us. The product descriptions, which – particularly in connection with the designation or reference in our order - are the subject matter of the respective contract or have been correspondingly included in the contract like these GPT constitute the agreement with respect to quality. It makes no difference whether the product description comes from us, the Seller or the manufacturer.

(3) Divergent to sec. 442 para. 1 section 2 BGB [German Civil Code], we are also entitled to claims for defects without restriction if the defect has remained unknown to us due to gross negligence upon concluding the contract.

(4) Statutory regulations apply to the commercial duty to examine and duty to give notice of defects (sec. 377, 381 HGB [German Commercial Code]): Our duty to examine is limited to defects, which are revealed during our inspection of incoming goods involving an external assessment thereof including the shipping documents and our quality inspection in connection with our sampling method (e.g. transport damage, incorrect or insufficient delivery). If acceptance has been agreed, there is no duty to examine. The extent to which an inspection is useful considering the circumstances of the individual case on the basis of proper business is also decisive. Our duty to provide notification of defects for defects discovered at a later point in time shall remain unaffected. In all cases, our report (notice of defect) shall be considered immediate and timely if it is received by the Seller within 14 business days.

(5) The costs incurred in connection with inspection and remedying the defect (including any costs of removal and installation costs) shall be carried by the Seller even if it is determined that in fact no defect was present. Our liability for damages in the event of an unjustified request for the rectification of (a) defect(s) shall remain unaffected; however, we are only liable in this respect if we recognised or failed to recognise as the result of gross negligence that no defect was at hand.

(6) If the Seller fails to comply with its obligation to provide subsequent performance – according to our choice by way of rectification of the defect (subsequent improvement) or through the delivery of a good free of defects (substitute delivery) - within an appropriate period, which we define, we can rectify the defect ourselves and demand that the Seller reimburse the required expenses and/or a corresponding advance. If subsequent performance by the Seller fails or is not reasonable for us (e.g. due to particular urgency, a risk to operational safety or the imminent threat of unreasonable damage), a deadline does not have to be set; we will, to the extent possible, immediately notify the Seller of such circumstances.

(7) Furthermore, we are entitled to reduce the purchase price or withdraw from the contract in the event of a material or legal defect. We are also entitled to the reimbursement of damages and expenses in accordance with statutory regulations.

(1) We are entitled to our legally prescribed rights of recourse within a supply chain (supplier recourse in accordance with sec. 478, 479 BGB [German Civil Code]) without restriction in addition to defect claims. In particular, we are entitled to demand the exact nature of subsequent performance (rectification of the defect or replacement shipment) by the Seller, which we owe to our buyer in individual cases. This shall not restrict our statutory right to choose the form of performance (Section 439 (1) BGB (German Civil Code).

(2) We will notify the Seller and request a written statement with a brief description of the facts before we recognise or fulfil a defect claim asserted by our buyer (including the reimbursement of expenses in accordance with sec. 478 para. 3, 439 para. 2 BGB). If said party fails to submit a statement within a reasonable period and if no mutual solution is reached, the claim for defect actually granted by us shall be considered owed to our Buyer; in this case, the Seller is responsible for providing any counter-evidence.

(3) Our claims resulting from supplier's recourse shall also apply if goods are processed further by ourselves or our buyer before sale to a consumer e. g. through installation in another product.

(1) If the Seller is responsible for product damage, it must release us from any third-party claims as the cause falls under its area of control and organisation and the manufacturer is itself liable in external dealings.

(2) In connection with its obligation to indemnify, the Seller must reimburse expenses in accordance with sec. 683, 670 BGB, which arise out of or in connection with a third-party claim including any recalls we perform. We will advise the Seller of the content and scope of recall measures – to the extent possible and reasonable – and give said party the opportunity to respond in this respect. This shall not affect further legal claims.

(3) The Seller must take out and maintain product liability insurance with lump-sum coverage of at least EUR

5 million per personal injury/material damage.

(1) The reciprocal claims of the contractual parties expire in accordance with legal statutes to the extent not otherwise stipulated below.

(2) Divergent to sec. 438 para. 1) no. 3 BGB, the general period of limitation for defect claims amounts to 3 years from the transfer of risk. If acceptance has been arranged, the period of limitation begins upon acceptance. The 3-year period of limitation shall also apply to claims resulting from legal defects where the legal period of limitation for surrender claims in rem (sec. 438 para. 1 no. 1 BGB) remains unaffected; claims from legal definitions also do not expire in any case as long as the third party is still able to exercise the right – particularly if there is no expiration - vis-à-vis us.

(3) The periods of limitation under the law governing the sale of goods and services (Kaufrecht) including the above extension apply – with the statutory scope – to all contractual defect claims. To the extent we are also entitled to extra-contractual claims for compensation due to a defect, the regular statutory period of limitation (sec. 195, 199 BGB) applies in this respect if the application of the periods of limitation of the Kaufrecht does not result in a longer period of limitation in individual cases.

(1) The law of the Federal Republic of Germany to the exclusion of the uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods, applies to this GPT and all legal relationships between ourselves and the Seller. Prerequisites and the effects of the retention of title are subject to the law at the respective location where the item is stored to the extent the choice of law in favour of German law is consequently impermissible or invalid.

(2) If the Seller is a businessperson as defined by the German Commercial Code, a public law entity or a special fund under public law, the exclusive – also the international – legal venue for all disputes resulting out of the contractual relationship is our business headquarters in Hilden. We are, however, also entitled to bring legal action at the place where the obligation to make deliveries must be fulfilled.