GTP (purchasing)

General Terms and Conditions for the Purchase of Deliveries and Services

of C. Otto Gehrckens GmbH & Co. KG

Gehrstücken 9, D-25421 Pinneberg

(“GPTC”)

You can download the General Conditions of Purchase as a PDF file.

1.    Scope of Application, Form

1.1. Contracts of C. Otto Gehrckens GmbH & Co. KG (“COG“) that deal with purchases, particularly purchase contracts, contracts for work, contracts for labour and materials, service contracts or other contracts dealing with the purchase of deliveries or services (“Contracts”) shall be concluded according to these General Terms and Conditions of Purchase (“GPTC”). This shall also apply to contracts concluded by COG in the name and on behalf of third parties. The GPTC shall apply only if the seller/contractor is an entrepreneur (Section 14 BGB [German Civil Code], a legal person under public law or a special fund under public law (Section 310 (1) BGB).

1.2. These GPTC shall apply to the exclusion of any other terms or provisions. Deviating, contradicting or supplementing business terms and conditions of the contractor, who concludes contracts of the aforementioned type with COG (“CONTR), shall apply only if and to the extent that COG has given its explicit written consent thereto. Silence on the part of COG must not be interpreted as acceptance, not even after receipt of such terms and condition or if COG accepts contractual deliveries or services without reservation while being aware of deviating, contradicting or supplementing terms and conditions of the CONTR.

1.3. These GPTC shall be deemed to have been agreed upon if the order place by COG is accepted and executed. If the CONTR is not willing to accept the GPTC as a whole or in part, it shall be obliged to contradict them towards COG explicitly in text format (e.g. letter, email, fax).

1.4. Individual agreements made with the CONTR in individual cases (including ancillary agreements, changes and amendments) shall have priority over these GPTC. Subject to proof to the contrary, a written contract or a written confirmation resp. of COG shall be decisive with respect to the content of such agreements.

1.5. Unless otherwise agreed upon, these GPTC shall, as master contract, also apply to similar future contracts in the version effective at the time of order placing or, as the case may be, in the version most recently communicated to the CONTR in text format without COG being obliged to refer to them again in each individual case.

1.6. Legally relevant statements and notices relating to concluded contracts (e.g. deadlines, reminders, rescission) for COG shall be subject to text format, at least. Statutory formal requirements and other evidence, particular in case of doubts concerning the legitimisation of the declarant, shall remain unaffected.

2.    Offer and Acceptance

2.1. The offers made by COG, particularly contracts and orders, may be revoked by COG at any time until receipt of the order confirmation by the CONTR.

2.2. The CONTR shall be obliged to confirm the offers of COG at least in text format within a reasonable period, but no later than within two [2] weeks after receipt of the offer or to execute them without reservation. A delayed acceptance/ confirmation shall be regarded as new offer and shall be subject to acceptance by COG at least in text format.

2.3. Order confirmations deviating from offers shall be subject to confirmation by COG to be given at least in text format. If the confirmation fails to be given within two [2] weeks, the contract has not come into being. Silence must not be interpreted as agreement. The acceptance of deliveries or services or payments shall not replace a statement of confirmation.

2.4. The prices indicated in the offers submitted by COG shall be prices without the statutory VAT, if any, but shall include any and all ancillary costs (particularly transport costs, customs duties, packaging and insurance costs, costs for a return and disposal of packaging), unless explicitly otherwise indicated in the offer.

2.5. An examination of COG’s offers as well as the preparation and submission of offers on the part of the CONTR shall be free of charge for COG.

2.6. The acceptance of offers submitted by the CONTR shall be made by COG exclusively be means of a statement in at least text format.

3.    Place of Performance, Deliveries and Services, Notice of Defects, Acceptance

3.1. Place of performance for any and all obligations arising from the contractual relationship, including subsequent performance, shall be the place of the registered office of COG.

3.2. Premature deliveries and partial services may be refused if they are not in COG’s interest.

3.3. Delivery notes shall be attached to the outside of the packaging and must include the order number, article name and part number, delivery volumes and accompanied certificates/ documents as well as information concerning partial deliveries, if any. Goods not originating from the territory of the European Community as well as shipments belonging together shall be marked as such. In case of infringements of one of the aforementioned obligations, COG shall be entitled to refuse acceptance, unless the CONTR is not at fault in this context. If the delivery note is missing or incomplete, COG cannot be made responsible for any resulting delays in handling and payment. Apart from the delivery note, a corresponding shipping advice with the same content has to be sent to COG.

3.4. With respect to commercial inspection and complaint duties, statutory provisions (Sections 377, 381 HGB [German Commercial Code] shall apply subject to the following restrictions: The inspection duty of COG shall be limited to defects becoming apparent in the course of an external incoming inspection, including delivery documents (e.g. transport damage, false or short delivery) or during a quality inspection by random sampling. If acceptance is required or has been agreed upon, no inspection duty shall exist. In any other respect, it shall be decisive to what extent an inspection is feasible in the ordinary course of business when taking the circumstances of the individual case into account. The requirement to complain about defects identified at a later time shall be unaffected. Irrespective of the inspection duty, a complaint (notice of defects) shall be regarded as given without delay and in due time if it is sent withing 5 Working days after detection or, in case of apparent defects, after delivery. A notice of defects given at a later time shall be sufficient if this can be justified by the circumstances of the individual case.   

3.5. An issue of delivery receipts or a payment for services rendered by the CONTR shall not constitute a waiver of potential warranty or other claims.

3.6. Without the prior written consent of COG, the CONTR shall not be entitled to have deliveries or services contractually owed by it made or rendered via or by third parties.

3.7. If, during contract execution, existing components of a workpiece or other materials are replaced, COG must be given immediate written notice to this effect. The replaced used parts or materials shall be kept for a period of 30 days after complete fulfilment of the major obligations owed by the CONTR. If COG does not request surrender of such materials within this period, the CONTR shall destroy the used parts and other materials at its own expense and provide COG with evidence of the destruction. Another utilisation of whatever kind shall in any case be excluded.

3.8. The CONTR shall be obliged to provide COG free of charge with any and all maintenance manuals, service announcements, service information letters and other information in the quantities requested by COG and necessary for COG in order to be able to use, maintain or repair the delivery or service item as intended or as agreed upon. This obligation shall also relate to subsequent amendments of such documents.

3.9. If acceptance is necessary or has been agreed upon, the works shall exclusively be accepted by means of an explicit written statement to be given by COG. Such statement of COG shall be legally effective only if it has been signed by two authorised representatives of COG. An acceptance of works without reservations shall not result in a loss of warranty or other rights (except in case of positive knowledge of a defect) or of contractual penalty claims on the part of COG. A forfeited contractual penalty, if any, may be asserted by COG despite of acceptance until final payment.

3.10. In case of ongoing business relationships, the CONTR shall give COG immediate notice of changes in the company of the CONTR, particularly changes concerning its organisation, location or the manufacture/ production  if they have an effect on the quality of deliveries or services.

4.    Transport, Delivery and Service Periods, Delay, Transfer of Risk

4.1. Delivery costs, particularly costs for packaging, shipment and freight insurance as well as costs for a return of packaging, if COG requests a  return, shall be borne by the CONTR. If the CONTR fails to carry out the return service within the granted time period, COG may dispose of the materials either itself or via third parties. Any costs arising therefrom shall be borne by the CONTR.

4.2. The delivery period indicated in COG’s order shall be binding. After having become aware of them, the CONTR shall give COG immediate notice in text format of any occurring or imminent delays in delivery by indicating the contract number, contract date, the reasons for the delay and the expected delivery date. Acceptance of this notice shall not constitute an extension of the delivery period agreed upon and shall not have an effect on the occurrence of the delay, unless COG agrees to such extension explicitly and in writing. If the aforementioned notice fails to be given or fails to be complete, the CONTR shall be liable for any damage resulting therefrom, unless the CONTR is not at fault in this context.

4.3. Any damage resulting from delays in delivery on the part of the CONTR shall entitle COG to assert claims for compensation, always provided that the statutory requirements are met. If the CONTR is in delay, COG may - in addition to any further statutory claims - request a flat-rate compensation of the damage caused by delay in the amount of 0.25 % of the net contract sum per completed calendar day, but in no case more than 5 % of the net contract sum of the goods or services delivered or rendered resp. with delay. COG shall be free to submit evidence that it incurred a higher damage. The CONTR shall be free to prove that no damage or a considerably lower damage occurred.

4.4. Until complete delivery or service provision with COG or, as the case may be, until acceptance of the works by COG at the place of performance, the CONTR shall bear the risks of loss, accidental loss or deterioration.

4.5. The CONTR shall bear the risk of procurement in connection with its services, unless otherwise agreed upon in individual cases.

4.6. With respect to the occurrence of a delay in acceptance on the part of COG, statutory provisions shall apply. The CONTR, however, shall also be obliged to offer its service to COG explicitly if a certain or definable calendar period has been agreed upon for an act or a cooperation by COG. In the event of a delay in acceptance, the CONTR may request compensation for its additional expenses pursuant to statutory provisions (Section 304 BGB [German Civil Code]). If the contract deals with a non-replaceable item to be produced by the CONTR (individual production), the CONTR shall have further rights only if COG was obliged to cooperate and is responsible for a failure to cooperate.

5.    Defective Delivery or Service, Representations, Warranties,  Manufacturer’s Liability and Time Limitation

5.1. The CONTR undertakes to perform without any defects. COG’s rights in case of material and title defects of deliveries or services (including false and short deliveries as well as improper assembly/installation or faulty instructions) and in case of other breaches of duty on the part of the CONTR shall be subject to statutory provisions and, exclusively to the favour of COG, the following additions and clarifications.

5.2. The CONTR shall particularly be liable that the supplied goods have the quality agreed upon at the time of risk transfer. In any case, the product description that - particularly by designation or reference in COG’s order - forms the subject matter of the respective contract or is included in the contract in the same manner as it is the case with these GPTC shall be regarded as quality agreement. In this context, it shall be irrelevant whether the product description was drawn up by COG, the CONTR or by third-party manufacturers.

5.3. In case of goods with digital elements or any other digital contents, the CONTR shall owe the provision and updating of digital contents at least to the extent that can be derived from a quality agreement according to clause 5.2 above or other product descriptions made by or on behalf of the manufacturer, particularly in the internet, in advertising or on the product label.

5.4. In addition, the CONTR shall be obliged:

• to use exclusively the materials indicated in the contract or otherwise agreed upon and to comply with dimensions and quantities contractually specified by COG. Deviations shall in any case be subject to the prior written consent of COG;
• to supply certifications and documents indicated in the contract or any other documents necessary for being able to use the delivery for the purpose contractually agreed upon or the necessity of which can be derived from the contractual purpose of use of the delivery; 
• to ensure that deliveries or services comply with statutory provisions applicable in the Federal Republic of Germany, particularly safety regulations, as well as with other relevant accident prevention, environmental or occupational health and safety regulation and the recognised rules of technology;

• to ensure that deliveries or services do not infringe any industrial property rights of third parties and, apart from that, are not encumbered by other third-party rights. In case of a culpable infringement, the CONTR shall be obliged to indemnify COG with respect to claims asserted against COG by third parties due to a violation of industrial property rights caused by the delivery or service made or rendered by the CONTR. This indemnification obligation shall particularly include any and all costs incurred by COG due to a  necessary legal defence as well as compensations for damages to be paid by COG. If  third parties assert claims against COG, the latter shall be entitled to request the CONTR to provide an adequate security up to the amount of the expected damage.

In the event of a culpable infringement of the aforementioned duties, COG shall additionally have the right to request the CONTR to pay a contractual penalty in the amount of 5 % of the net contract sum. The contractual penalty shall be deducted from any compensation for damage to be paid by the CONTR.

5.5. Subsequent performance measures shall also include a de-installation of defective goods and a new installation with COG or with one of its customers if the goods were - according to their intended purpose - installed in another item. The costs incurred for an inspection and subsequent performance by the CONTR (including de-installation and re-installation costs) shall be borne by the CONTR also if it turns out there was actually no defect. COG’s liability for damages in case of an unjustified defect elimination request shall remain unaffected; to this extent, however, COG shall be liable only if COG was actually able to find out or, in the absence of negligence, would have had been able to find out that there was no defect.

5.6. If the AN fails to comply with its subsequent performance obligation - according to COG’s option either by eliminating the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery) - with a reasonable time period granted by COG, the latter shall be entitled to eliminate the defect on its own and request the CONTR to reimburse the respective expenses or to make an advance payment in this context. If the subsequent performance by the CONTR failed to be successful or is unreasonable for COG (e.g. due to specific urgency, a risk to operational safety or imminent occurrence of disproportionate damage), there shall be no necessity to grant a time period; in case of such circumstances, COG shall give the CONTR immediate notice, if possible, in advance.

5.7. With respect to its claim for damages, COG shall not be restricted to the fulfilment interest. A claim for damages shall particularly also include any and all costs, charges and expenses.

5.8. In case of a fault on its part, the CONTR shall indemnify COG with respect to any and all claims based on defective deliveries or services of the CONTR.

5.9. If the CONTR is responsible for a damage to a product, it shall indemnify COG with respect to all third-party claims to the extent that the cause can be attributed to its field of control and organisation and the CONTR itself is liable vis-á-vis third parties. Within the framework of its indemnification obligation, the CONTR shall be obliged to reimburse expenditures according to Section 683, 670 BGB [German Civil Code] which result from or in connection with claims by third parties, including recall campaigns carried out by COG. To the possible and reasonable extent, COG shall inform the CONTR about contents and scope of recall measures and give the CONTR the opportunity to make its comments in this respect. Any further statutory claims shall remain unaffected.

5.10. The CONTR shall be obliged to conclude and maintain a business and product liability insurance adequate for the scope of its activities for COG. Upon request, evidence of coverage shall be submitted to COG, also after contract performance. In the event that such insurances fail to have been taken out, COG shall be entitled to request the CONTR to conclude and give evidence of such insurances by setting a deadline. If the CONTR fails to comply with this request within the period granted to it, COG shall have the right to rescind the contract and to claim compensation for damages instead of and/or in addition to performance. Irrespective thereof, COG shall be entitled to request the CONTR to pay a contractual penalty of 5 % of the net contract sum if the CONTR fails to provide evidence within a reasonable time period granted by COG, unless the CONTR is not responsible for the missing evidence.

5.11. Warranty claims of COG against the CONTR shall become time-barred as follows:

• warranty claims for material defects shall become time-barred three [3] years after complete performance, delivery or acceptance at the place of performance. This limitation period of 3 years shall mutatis mutandis also apply to claims for title defects, always provided that the statutory limitation period concerning claims for restitution by third parties (Section 438 (1) no. 1 BGB [German Civil Code] remains unaffected; claims arising from title defects shall not become time-barred as long as the third party is still entitled to assert the right towards COG, particularly because it is not yet time-barred.
• warranty claims for material defects based on defects at structures and items used for a structure according to its usual purpose of use and caused its deficiency shall - contrary to Section 438 (1) no. 2 BGB [German Civil Code] - become time-barred six [6] years after acceptance or delivery.
• longer periods of limitation, if any, provided for by law shall remain unaffected.

5.12. Upon receipt of COG’s written notice of defect by the CONTR, the limitation period for warranty claims shall be suspended. In case of replacement delivery and corrective action, the warranty period for replaced and repaired parts shall start anew, unless COG had to assume - due to the conduct of the CONTR - that the latter delivered a replacement item or eliminated the defect as a gesture of goodwill or for other reasons rather than feeling obliged to carry out such measure.

5.13. If statutory regulations provide for a latter start of the limitation period, the statutory regulations shall apply, particularly if claims for damages relate to an infringement of life, body, health or freedom.

6.    Supplier Recourse

6.1. In addition to claims for defects, COG shall without any limitation be entitled to assert recourse claims within the supply chain, as provided for by law (Sections 445a, 445b, 478 BGB [German Civil Code] or, as the case may be, Sections 445c, 327 (5), 327c BGB). COG shall, in particular, have the right to request exactly the type of subsequent performance (subsequent improvement or replacement delivery) it owes to its own customer in the individual case. COG’s statutory right of choice (Section 439 (1) BGB) shall remain unaffected.

6.2. Prior to COG’s recognition or fulfilment of a claim for defects asserted by a customer (including compensation for expenditures pursuant to Sections 445a (1), 439 (2) and (3) BGB), COG shall give the CONTR notice and ask the latter to give its written comments, including a brief description of the facts. If substantiated comments fail to be submitted within a reasonable period of time and, apart from that, no amicable solution can be reached, the claim for defect actually granted by COG shall be deemed to be owed to its customer. In this case, the burden to provide counterevidence shall lie with the CONTR.

6.3. The claims of COG arising from supplier recourse shall also apply if goods were processed either by COG or by one of its customers, e.g. by incorporation into another item prior to a sale.

7.    Prices, Invoices, Payment, Set-Off, Retention

7.1. The price indicated in the order shall be binding. All prices shall include the statutory VAT, unless it is separately indicated. Unless otherwise agreed upon in individual cases, the price shall include any and all services and ancillary services of the CONTR as well as all ancillary costs.

7.2. Invoices shall be drawn up by indicating the order number, order position, order date, the quantity together with the price per unit/position by using the invoice address mentioned in the contract. Invoices have to comply with tax law regulation, particularly sales tax provisions. Invoices for partial deliveries shall be identified as such. Invoices deviating from the requirements according to sentences 1 or 2 shall result in a right of retention on the part of COG.

7.3. Payments by COG shall be made 30 days after complete delivery or service provision by the CONTR or, if COG receives an invoice or equivalent payment list as late as after receipt of delivery or service of the CONTR, within 30 days after receipt of such invoice or payment list by COG. In case of complete performance by the CONTR prior to the performance period agreed upon, the claims of the CONTR shall not become due at an earlier time. In the absence of agreements to the contrary, partial invoices shall be paid as late as after complete contract fulfilment. In case of payments within 21 days after complete contract fulfilment and invoice receipt, COG shall be entitled to deduct a cash discount of three percent from the claim of the CONTR.

7.4. Interest on maturity shall not be owed by COG.

7.5. To the extent provided for by law, COG shall have offsetting or retention rights and may submit a plea of non-performance of the contract. In particular, COG shall be entitled to retain any payments due as long as COG is entitled to claims arising from incomplete or defective deliveries or services against the CONTR.

7.6. An offsetting or retention right on the part of the CONTR shall exist only in case of undisputed counterclaims or counterclaims established with legal effect.

8.    Further Processing, Title Reservation

8.1. A processing, blending or combination (further processing) of items provided by the CONTR shall be made for COG. The same shall apply to a further processing of delivered goods by COG so that COG shall be deemed to be the manufacturer and shall become the owner of the product according to statutory regulations no later than upon further processing.

8.2. Transfer of title to the goods to COG shall take place unconditionally and without regard to a payment of the purchase price. But if, in an individual case, COG accepts an offer of the CONTR according to which title is transferred as late as after purchase price payment, the reservation of title of the CONTR shall cease to exist no later than upon payment of the purchase price for the delivered goods. Subject to an advance assignment of any claims arising therefrom, COG shall - in the ordinary course of business - be authorised to resell the goods also prior to purchase price payment. As a consequence, all other kinds of title reservation, particularly an extended and a transferred title reservation as well as a title reservation extended to further processing shall be excluded in any case.

9.    Export Control Law

9.1 COG feels committed to complying strictly with international sanctions and export control regulation. Such regulation inter alia include trade restrictions and financial sanctions resolved by the United Nations Security Council or put into effect by regulations of the European Union, the United States of America (USA) or another national or regional organisation having jurisdiction over COG, including COG’s affiliated companies, as defined in Sections 15 et seqq. AktG [German Companies Act], and our employees irrespective of  their whereabouts (hereinafter: Export Control Regulations).

9.2. The CONTR, too, shall comply with Export Control Regulations and assures that it shall render the services contractually owed to COG by observing the applicable export control laws. In particular, the CONTR shall be obliged to refrain from any transactions with persons, organisations or institutions entered in a sanctions list according to EC-regulations or US export regulations or contradicting the currently effective statutory provisions, from transactions with embargo states which are forbidden and transactions for which the necessary permit is not in place as well as transactions which could be made in connection with NBC weapons or a final use by armed forces.

9.3. Prior to rendering the contractually owed service, the CONTR shall inform COG about the correct export classification of the goods used for service provision and shall make all information necessary in this respect available for COG. Upon request, the CONTR shall support COG to an adequate degree in order to ensure compliance with export control laws. As part of this support, the CONTR shall inform COG whether the provision of the contractually owed service is subject to an export licence according to applicable export control laws and whether COG has to make specific documents available for obtaining the export licence.

9.4. Whenever an export licence is to be obtained for a contractually owed service pursuant to export control laws, the CONTR shall obtain a corresponding licence for COG free of charge and within the performance time agreed upon.

10. Licences

If the CONTR renders contractual research and development services for COG against payment, the CONTR shall transfer to COG any and all rights in the deliveries arising therefrom, including rights in inventions, if any, and in works eligible for copyright already at the time of contract conclusion; in addition, the CONTR undertakes to do everything in order to make such transfer of rights possible. To the extent that a transfer of all rights is not possible, the CONTR shall grant COG exclusive, irrevocable, worldwide, transferrable and sub-licensable rights of use and exploitation valid for the complete protection period and for any purpose and utilisation possibilities in the business area of COG.

11.  Compliance

11.1. The CONTR shall comply with the relevant provisions of labour law and work protection law and, in particular, observe legal requirements, if any, concerning the provision and/or safeguarding of adequate accommodations. After prior announcement, COG shall be entitled to check compliance with the aforementioned provisions on the part of the Contractor either itself or by third parties designated by it for this purpose.

11.2. The CONTR shall ensure that staff members deployed by it or its subcontractors or personnel service providers for the performance of contracts with COG receive the statutory minimum wage according to MiLoG [German Act on Minimum Wage] or, as the case may be, no less than the minimum hourly wage based on the ordinance issued according to Section 3a AÜG [German Act on Temporary Work]. In the event that the services to be provided are subject to the AEntG [German Act on the Assignment of Employees], the CONTR shall, in addition, ensure that the regulations set forth in German legal and administrative provisions relating to the working conditions numerically listed in Section 2 (1) AEntG as well as the collective agreements applicable according to Section 3 AEntG, particularly the payment of the standard wages are complied with. Likewise, the CONTR shall ensure that mandatory duties to pay contributions to social insurance carriers, trade associations and other institutions such as the joint institutions of collective bargaining parties set forth in Section 8 AEntG are met.

11.3. When selecting subcontractors and personnel service providers, the CONTR shall ensure that the aforementioned conditions according to clauses 11.1 and 11.2 are complied with and request them to agree to their compliance in writing. In addition, the CONTR shall ensure that its subcontractors and personnel service providers confirm in text format that they will request their own subcontractors or personnel service providers to comply with the requirements.

11.4. In case that an employee of the CONTR or an employee of an appointed subcontractor, irrespective of his or her position, or of a personnel service provider asserts claims against COG - in its legitimate capacity as guarantor - for payment of the statutory minimum wage or the minimum wage to be paid in the industry, or if one of the institutions of collective bargaining parties indicated in Section 8 AEntG [German Act on the Assignment of Employees] asserts claims against COG for payment of contributions, the CONTR shall indemnify COG with respect to such claims.

11.5. Illegal employments of any kind shall be refrained from.

11.6. The CONTR undertakes to ensure that

• a contract concluded with COG and the business relationship arising  therefrom as well as the activity of the CONTR carried out in the context of such business relationship does not and will not infringe any statutory provisions dealing with bribery and/or corruption, particularly the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions and the related implementation regulations, and does not and will not result in an infringement of such laws on the part of COG and, in addition, that the CONTR - in connection with its provision of services - complies with applicable laws and with the provisions of this contract at any time during the duration of the contract;
• neither the CONTR nor any other person, particularly employees or subcontractors of the CONTR, acting with the knowledge of the CONTR has refrained and will in future refrain from offering - either directly or indirectly - cash or non-cash benefits, loans, gifts, donations or other valuable services to the benefit of a responsible person or employee of a state authority, state institution, state agency, state-owned company, international state organisation, a political candidate, a political party or an official of the aforementioned organisations or to any other a person acting in an official capacity for the aforementioned persons (together “Public Officials”) or to any other person in order to achieve an unlawful advantage.

11.7. Apart from that, the CONTR shall be liable towards COG for any damage incurred by COG due to a culpable breach of duties applicable according to the preceding paragraphs.

11.8. Irrespective of any other rights, COG shall be entitled to terminate this contract and any and all annexes as well as other contractual relationships, if any, without prior notice either completely or in part if COG becomes aware or suspects that the CONTR fails to fulfil the duties owed by it according to this clause 11 and/or if the information rendered in the supplier questionnaire fails to be correct.

12.  Statutory Requirements pursuant to the Act on Corporate Due Diligence in Supply Chains

12.1. Within its supply chains, COG shall be obliged to comply with certain due diligence obligations relating to human rights and environment in order to avoid or minimise human rights- or environment-related risks or put an end to the infringement of human rights-related and environment-related obligations. The terms “human rights-related risk”, “environment-related risk” (together “Risks”), “infringement of a human rights-related obligation” and “infringement of an environment-related obligation” shall have the meanings attributed to them in the [German] Act on Corporate Due Diligence Obligations in Supply Chains (the “Act”) in its most recent version at the time being (the current version of the Act can be downloaded at the following link: www.gesetze-im- internet.de/lksg/index.html).

12.2. The CONTR undertakes to comply with the human rights-related and environment-related obligations described in the Act and to take these expectations into due account vis-á-vis its own supplier along its supply chain (the “Expectations”). In particular, the CONTR undertakes to avoid or minimise such risks and to put an end to human rights-related and environment-related obligations. Apart from that, the CONTR undertakes to instruct its executives and employees to meet Expectations and provide training courses for its executives and employees dealing with compliance with Expectations. Upon request of COG, the CONTR shall participate in corresponding training courses organised by COG.

12.3. After prior written announcement, COG shall be entitled to carry out audits in order to ensure compliance with the obligations of the CONTR according to this clause either itself and/or by third parties designated by COG for this purpose. The CONTR shall provide COG and/or the auditor with any and all data, documents and other information in written, oral and/or electronic format, as reasonably required by COG and/or the auditor for auditing purposes.

12.4. In the event that COG suspects an infringement of a human rights-related or an environment-related obligation on the part of the CONTR or one of its contractors or suppliers of whatever stage and COG has been provided with evidence to this effect, the CONTR shall be obliged to take and implement or to cause the respective subcontractor or supplier to take and implement the appropriate corrective measures, as reasonably requested in writing by COG.

12.5. Upon request of COG, the CONTR shall without any delay (i) draw up a plan for putting an end to the infringement of a human rights-related or environment-related obligation together with COG, including a precise time schedule for this plan and (ii) carry out the measures requested by the client at its reasonable discretion for implementing this remedial concept.

12.6. COG shall have the right to terminate the contract with immediate effect if (i) the CONTR fails to come up to its obligations according to this clause; (ii) the Expectations are infringed to a considerable degree, or (iii) the implementation of the remedial concept failed to eliminate the infringement of human rights-related or environment-related obligations within the schedule provided for in the remedial concept.

13. Confidentiality, Provided Materials and Assignment

13.1. The contractual relationship and any and all information disclosed by COG towards the CONTR in the course of the initiation and implementation of such relationship shall be treated by the CONTR with secrecy and must not be published or made available to third parties without the prior written consent of COG. The CONTR undertakes to use such information exclusively for the purposes of the contract. This shall not apply to the extent that the contract or the aforementioned information

• has been known to the CONTR or has been made publicly known prior to its disclosure; or
• becomes publicly known without an infringement of the contract on the part of the CONTR, or
• if the CONTR is legally or officially obliged to disclose the information to third parties.

13.2. COG reserves the right of ownership and copyright in illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents shall exclusively be used for the contractual deliveries/services and, upon request, have to be returned to COG after contract performance. The conditions of the order as well as the information and documents provided for this purpose shall be treated with secrecy vis-á-vis third parties, even after contract termination or expiry. The secrecy obligation shall expire only if and to the extent that the knowledge included in the provided documents has become publicly known.

13.3. The preceding provision shall apply mutatis mutandis to substances and materials as well as to tools, templates, samples, patterns and other items made available by COG for the CONTR for manufacturing purposes. As long as they are not processed, such items have to be kept separately and must be insured against destruction and loss to an adequate extent at the expense of the CONTR.

13.4. Without the prior written consent of COG, the CONTR must not refer to the business relationship in advertising materials, booklets, on its website etc. and shall not be allowed to exhibit any items produced for COG. The CONTR shall instruct any subcontractors involved by it correspondingly.

13.5. The CONTR shall not be allowed to assign its claims from the contractual relationship to third parties, except for monetary claims.

14.  Confidentiality, Privacy

14.1 Unless explicitly otherwise provided for in writing, the information submitted to COG in connection with orders shall not be regarded as confidential, unless confidentiality is apparent.

14.2 COG draws attention to the fact that COG stores data (including personal data) arising from the contractual relationship according to the GDPR (Art. 6 (1b) for data processing purposes and reserves the right to disclose such data vis-á-vis third parties (e.g. insurance companies) if this is necessary for contract fulfilment. Apart from that, COG shall under no circumstances make use, sell or otherwise disclose such data in any other manner outside its company toward third parties.

14.3 With regard to data protection, COG furthermore draws attention to the following information:

Contact data: C. Otto Gehrckens GmbH & Co. KG (address and contact data follow below) shall be the controller. Our data protection officer can be contacted by using the aforementioned contact data and at the email address dsb-cog@cog.de.

Purpose of processing and legal basis: As a contractual precondition for deliveries and services, the CONTR has to provide COG with personal data (hereinafter “Data”). COG shall process such data for contract conclusion and contract performance purposes (including legal prosecution and debt collection) on the basis of data protection regulations (particularly Art. 6 (1 b) GDPR). Apart from that, COG shall process such data according to data protection regulations for safeguarding our legitimate interests (particularly Art. 6 (1 f) GDPR). In this context, the legitimate interest is - according to the provisions following hereinafter - to avoid losses incurred by third parties or by us as a result of bad debts and to forward company and product information to the CONTR.

Data categories: COG shall process the following data categories: master data, communication data, contractual and consumption data, data on claims, information on payments and defaults in payment, where appropriate.

Third party recipients: In order to avoid losses incurred by third parties or by us as a result of bad debts, data may - also prior to contract conclusion - be forwarded to credit agencies- e.g. Bürgel or SCHUFA - by observing the relevant regulations, e.g. for collecting probability values with respect to bad debts or for informing about delays of the CONTR with respect to undisputed or legally effective claims of the supplier. The credit agencies shall store the data disclosed to them also in order to make them available to their associated contract partners for assessing the risk of bad debts. Such provision of data, however, shall take place only if the associated contract partners can give evidence of a legitimate interest in the disclosure of data. For debtor identification purposes, the credit agency may render information on addresses. The CONTR shall have the right to obtain information on its personal data stored by the credit agency. In case of debt collection, data may be forwarded to the following categories of recipients if this is necessary for collecting debts: assignees, credit agencies, collection agencies, third-party debtors, inhabitants’ registration offices, courts, bailiffs, attorneys at law.

Information on company and products: On the basis of data protection regulations (particularly Art. 6 (1 f) GDPR), COG shall use data for providing the CONTR with information about our company, our products and our other services either by post, where appropriate, or in compliance with Section 7 (3) UWG [German Unfair Competition Act] by electronic means.

Data retention period: If COG is obliged to proceed like this, COG shall delete the data immediately, particularly if COG is no longer in need of data for the purposes they were collected for and is not obliged to retain them. Irrespective thereof, COG shall check data with respect to their availability for deletion in intervals of three years.

Rights of objection: The CONTR may at any time raise objections against data processing for the purpose described under the heading: “Information on company and products”. Irrespective thereof, the CONTR shall be entitled to exercise a right of objection against data processing according to Art. 6 (1 f) GDPR according to Art. 14 (2c) in conjunction with Art. 21 GDPR. An objection shall be addressed to COG’s data protection officer (for contact possibilities, see contact data above) or to COG (contact data follow below).

Other rights of the data subject: Always provided that statutory requirements are met (particularly GDPR, Federal Data Protection Act), the data subject shall have the following rights: right of access, rectification, deletion, restriction of processing and data portability. In addition, a data subject may file a complaint about the processing of his or her personal data with the supervisory authority. The address of the competent supervisory authority is:  Unabhängiges Landeszentrum für Datenschutz Schleswig-Holstein, Holstenstrasse 98, 24103 Kiel, phone. 0431 988 1200, fax 0431 988 1223, email: mail@datenschutzzentrum.de, homepage: www.datenschutzzentrum.de.

For other statements on data protection, reference is made to our website at www.cog.de/datenschutz/.

14.4. In the event that COG provides the CONTR with personal data concerning COG’s employees (hereinafter “Personal Data”) or the CONTR becomes otherwise aware of such Personal Data within the framework of the contract performance, the following provisions shall apply:

Purpose of processing: Personal Date disclosed in the aforementioned manner and not processed on behalf of COG may be processed by the CONTR for implementing the contract only, but not - unless admissible according to statutory provisions - for any other purposes, including a disclosure towards third parties and/or an analysis for own purposes and/or for the creation of profiles.

Further processing and disclosure: A further processing of Personal Data by the CONTR, particularly a disclosure towards the companies of its group for implementing the respective contract, shall exclusively be permitted to the legally admissible extent.

Handling obligations: The AN shall ensure that Personal Data are made available only to those employees of the CONTR who are entrusted with the implementation of the respective contract and, if so, only to the extent necessary for implementing the contract (need-to-know principle). The CONTR shall structure its in-house organisation in a manner that it complies with the requirements of applicable data protection laws; in particular, the CONTR shall be obliged to take technical and organisational measures for protecting Personal Data against misuse and loss in an adequate manner. The CONTR shall not acquire any rights in the Personal Date and shall - in compliance with statutory requirements - at any time be obliged to rectify, delete and/or restrict processing of Personal Data. Rights of retention with respect to Personal Data shall be excluded.

In addition to its statutory obligations, the CONTR shall give COG notice without any delay, but no later than within 24 hours, about an infringement of the protection of Personal Data, particularly in case of loss. Upon termination of the respective contract, the CONTR shall delete the Personal Data, including any and all copies thereof according to statutory requirements.

15.  Place of Jurisdiction, Choice of Law, Severability Clause, Language

15.1. If the CONTR is a merchant within the meaning of the [German] Commercial Code, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction - also on an international level - for any and all disputes arising from or in connection with the contract shall be the place of the registered office of COG. COG, however, shall in any case also be entitled to file an action against the CONTR at the place of performance of the delivery and service obligation or of an overriding individual agreement or at the general place of jurisdiction of the CONTR. Overriding statutory provisions, particularly with respect to exclusive venues, shall remain unaffected.

15.2. The applicable law for these GPTC and all legal relationships between COG and the CONTR shall exclusively be the law of the Federal Republic of Germany at the exclusion of the provisions of private international law. The applicability of the UN sales law (CISG) shall be excluded.

15.3. If individual provisions in the contract or in these GPTC or parts thereof are or become ineffective, the effectiveness of the other provisions and of the contract shall remain unaffected.

15.4. In case of conflicts between the English and the German version of these GPTC, the German version shall have priority.

Pinneberg, July 2025

C. Otto Gehrckens GmbH & Co. KG

Gehrstücken 9                                         Phone 04101/ 5002 – 0                www.cog.de

D-25421 Pinneberg                              Fax: 04101/ 5002 – 83                  info@cog.de

Local Court of Pinneberg HRA 2106

Personally liable partner: Metzger Verwaltungs- u. Vertriebs-GmbH

Registered office: Pinneberg – Local Court of Pinneberg HRB 762 PI

Managing directors: Jan Metzger, Dr. Jan Cord Becker