General Terms and Conditions

General Conditions of Purchase of Innovatec Microfibre Technology GmbH & Co. KG

1. Scope
   1. We conclude contracts with entrepreneurs (§§ 310 para. 1, 14 German Civil Code (BGB)), legal entities under public law, and special funds under public law for deliveries and services to be provided by us only under these General Terms and Conditions of Sale (GTC). The GTC do not apply to contracts with consumers.
   2. Our GTC also apply to all future contracts in the ongoing business relationship with our customer. The customer can access and download our GTC at any time on the internet at www.innovatec.de. We will also send them to the customer free of charge upon request. We send the GTC to foreign customers at the latest with each offer and each order confirmation in the contract language.
   3. Any general terms and conditions of business or purchase of the customer are hereby rejected. Terms and conditions of the customer that contradict, deviate from, supplement, or unilaterally amend our AVB shall not apply, even if we do not expressly object to them or provide or accept services without reservation; unless we have expressly agreed to such terms and conditions in writing in individual cases.
       
2. Conclusion of Contract
   1. If our offer preceded the customer's order, the contract is concluded upon receipt of the order. If the customer submits an offer to us or if the customer’s order deviates from our offer, the contract is only concluded upon receipt of our order confirmation. At the customer's request, our order confirmation will be provided in writing.
   2. If our offer for the conclusion of the contract is "non-binding," we can revoke it freely until the order is received.
   3. If no order confirmation is issued by us for an offer from the customer, the contract is concluded with the execution of our delivery or other service, or, if this occurs earlier, upon receipt of our invoice.
   4. The customer is bound by its offer for 4 weeks from receipt by us.
       
3. Prices, Payments
   1. Unless otherwise agreed in writing, our prices do not include packaging, freight, postage, value protection or transport insurance and do not include the applicable value added tax, if applicable. In the case of deliveries abroad, the customer shall bear the costs of customs clearance. Discounts, rebates or bonuses shall only be granted if agreed separately in writing.
   2. The payment and discount periods granted by us begin with the invoice date. The timeliness of the payment is determined by the corresponding credit to our business account.
   3. Payments are to be made in EURO free of deductions, fees, and charges to a bank designated by us. Agreed discount deductions are only permissible if the customer is not in default with another claim from our business relationship.
   4. We charge interest on arrears in commercial transactions from the due date at an initial rate of 5% p.a.; from the date of default, default interest at a rate of 9 percentage points p.a. above the respective base interest rate. The assertion of further default damages remains unaffected.
   5. Granted payment terms lapse if a significant deterioration in the customer's financial situation becomes apparent to us after the conclusion of the contract or if our customer provides incorrect or incomplete information about their creditworthiness or fails to provide information despite being requested to do so. Furthermore, we can assert our security rights and make outstanding deliveries or services dependent on the provision of appropriate security or payment concurrently with delivery or service. If the customer refuses this, we can – if legally required after the fruitless expiry of a reasonable period – withdraw from the contract, provided we have not yet rendered our performance, without the customer deriving any rights from this.
   6. We reserve the right to use payments to settle the oldest due invoice items, including the accrued interest and costs, in the order: costs, interest, principal claim.
       
4. Delivery Condition, Transfer of Risk
   1. The delivery condition is ex works (Incoterms 2020) from our facilities in Troisdorf, Germany.
   2. The price and performance risk pass to the customer at the latest at the end of our regular business hours on the earliest pick-up day specified in our delivery readiness notice, in the case of a generic obligation, however, only when we have also set aside the goods.
   3. Shipment of the goods only takes place by written agreement and at the customer's risk.
       
5. Deadlines and Dates, Default of Acceptance
   1. Fixed dates for our deliveries or services require our written confirmation. Partial deliveries to a reasonable extent are permissible.
   2. If the customer is in default of acceptance, fails to perform a cooperative action, or if our delivery is delayed for other reasons attributable to the customer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs).
       
6. Force Majeure, Reservation of Self-Supply, Difficulties
   1. Insofar as events that are extraordinary and unforeseeable and unavoidable for us ("force majeure") such as natural disasters, fires, explosions, epidemics, wars, terrorism, traffic disruptions, embargoes, or labour disputes prevent us from fulfilling our performance obligations, we are released from our performance obligation for the duration of such events. If such an event occurs, we will inform the customer immediately. If the disruption caused by the event lasts longer than six weeks, we may withdraw from the contract with the customer. We will reimburse the customer for any consideration already provided. The customer is not entitled to any further claims in such a case.
   2. If we are unable to provide deliveries or services because we are not supplied by our own suppliers, or not in sufficient quantity or quality, despite having concluded congruent hedging transactions, we are released from our performance obligation and may withdraw from the respective affected contract, unless we are at fault for the disruption of our supply. We will inform the customer immediately. We will reimburse the customer for any consideration already provided. The customer is not entitled to any further claims in such a case.
   3. If the fulfilment of the obligations from the concluded contract becomes significantly more difficult for us due to events beyond our reasonable control and not foreseeable at the time of the conclusion of the contract, such as official orders affecting our operations, we are entitled to demand an adjustment of the contractual conditions that allows for a reasonable overcoming of these difficulties. Until an agreement on the adjustment of the contract is reached, our performance obligations under the contract are suspended. If such an event lasts longer than six weeks and an agreement on an adjustment of the contract is not possible or is unreasonable for one of the contracting parties, both contracting parties may withdraw from the contract. If we have provided partial performance, the customer may only withdraw from the entire contract if they have no interest in the partial performance. We will reimburse the customer for any consideration already provided to the extent of the withdrawal. The customer is not entitled to any further claims in such cases.
       
7. Extended and Prolonged Retention of Title
   1. We retain title to the delivered goods (“goods subject to retention of title”) until our claims against the customer have been satisfied in full (“secured claims”) and all cheques and bills of exchange have been paid. Secured claims comprise any and all current and future claims from the business relationship with the customer, including any claims for payment of the balance in the context of a current account.
   2. The customer is obliged to carefully keep the goods subject to retention of title, to maintain and repair them at the customer’s expense and to take out at the customer’s expense a new value insurance policy to the extent usually applicable in the case of a diligent businessman to insure the goods against loss and damage, and to provide us upon request with evidence demonstrating such insurance cover without undue delay by submission of a written confirmation by the insurer. The customer hereby assigns to us any future claims to insurance benefits and we accept this assignment.
   3. The customer processes the goods subject to retention of title on our behalf. We become the owner of the new items. The processing, mixing and combination of the goods subject to retention of title with other goods is also deemed to be executed for us on our behalf. We become co-owners of, and share title to the new item so created, in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In case our goods are combined or mixed with a principal item which does not belong to us, the customer hereby assigns by way of security to us any future rights to the principal item and we hereby accept this assignment. New items and principal items in terms of this section 10.3 are also deemed to be subject to retention of title.
   4. The customer is entitled to dispose of the goods subject to retention of title in the regular course of business for as long as the customer is not in default of payment. This does not apply if and to the extent that the customer and his purchasers have agreed on a prohibition of assignment as regards the customer’s claims for purchase price or work remuneration. The customer is not entitled to pledge the goods which are subject to retention of title, to transfer title to them by way of security or otherwise encumber or put a lien on them. The customer is not allowed either to assign his claims from the resale of the goods subject to retention of title in order to have them collected by way of factoring unless the customer irrevocably agrees with the factor that the consideration has to be provided or paid directly to us to the extent that there are secured claims.
   5. In the case of the resale of the goods subject to retention of title, the customer is obliged to safeguard our rights to an extent which is equivalent to the amount of the secured claims if and to the extent that this is appropriate in the regular course of business. This can be ensured by the customer making the transfer of title to the goods sold by the customer to his purchaser dependent on the full payment of such goods.
   6. If the customer sells the goods which are subject to retention of title, the customer is deemed to thereby assign by way of security to us in the amount of the secured claims any future claims against the customer’s purchasers or third parties arising from the resale (including any claims for payment of a balance in the context of a current account) including any and all security interest, liens and ancillary rights including any claims arising from bills of exchange and cheques. We hereby accept this assignment. If the goods subject to retention of title are sold together with other items at an overall price, the assignment is limited to the proportionate partial amount of the customer’s invoice for the goods subject to retention of title. If goods are sold of which we have become co-owners according to section 10.3, the assignment is limited to such part of the claim which corresponds to our co-ownership share.
   7. The customer is entitled to collect for us on the customer own behalf, in his own name and for his own account the claims assigned to us in accordance with section 10.2 and 10.6 if and to the extent that we do not revoke this authorization. This is without prejudice to our right to collect the assigned claims ourselves. However, we will not collect the assigned claims.
   8. In the case of default or a substantial worsening of the customer’s financial situation or any other breach of duty by the customer other than a minor one, the customer agrees, subject to the provisions of § 107 subs. 2 German Insolvency Act (InsO) to surrender the goods subject to retention of title. This obligation exists regardless of a withdrawal or the granting of a grace period. The customer already now permits us to enter the customer’s premises for the purpose of collecting the goods. We are entitled to resell any surrendered goods in the regular course of business and to deduct the costs of realization as well as our other claims against the customer from the obtained proceeds. The goods subject to retention of title are taken back by way of security only; this may only be deemed to constitute a withdrawal from the contract if this is explicitly declared in writing. When calculating the remuneration for the use of the goods or the benefits derived in the event of cancellation, the reduction in value that has occurred in the meantime must be taken into account.  We shall also not revoke the Customer's authorisation to collect as long as the Customer is not in default of payment and his financial circumstances have not deteriorated significantly.  In such a case, the customer is obliged to provide us with all information and documents which are necessary to assert the assigned claims.
   9. The customer is obliged to inform us without undue delay about any execution initiated by third parties which is levied upon the goods subject to retention of title or upon the claims assigned to us or on any other security, disclosing at the same time all information required for an intervention; this also applies to any other impediments of any kind whatsoever. If and to the extent that the third party is unable to reimburse us for the judicial or extra-judicial costs incurred by us in this connection, the customer will be liable for such costs.
   10. We undertake to release the security to which we are entitled according to the preceding provisions at the customer’s request to the extent that the value which can be realized from the security exceeds 110%, or the estimated value of the goods subject to retention of title exceeds 150% of the claims to be secured. It is our responsibility to choose the goods which have to be released. The realizable value is the value which can be obtained from the realization of the goods subject to retention of title at the time of our decision on the request for release in the case of a (hypothetical) insolvency of the customer. The estimated value is the market price of the goods subject to retention of title at the aforesaid point in time.
   11. If and to the extent that the retention of title should be ineffective according to the foreign law of the country where the goods subject to retention of title are located, the customer will be obliged to provide equivalent security upon our request. If the customer fails to comply with such request, we may claim immediate payment of all outstanding invoices.
        
8. Non-Conforming Delivery or Service – Warranty
   1. If the delivery or service provided by us is defective, the mutual claims, rights, and objections of us and the customer are governed by the statutory provisions with the following deviations:
   2. The information contained in our brochures and catalogues, such as illustrations, drawings, weight, and dimension specifications, are non-binding unless we have expressly designated them as binding.
   3. We are only obliged to deliver goods of average type and quality, taking into account commercial tolerances regarding dimensions, weight, and quality/packaging.
   4. If the customer has a claim for subsequent performance, we have the choice between rectification and replacement delivery.
   5. We will only bear the costs of subsequent performance (including the necessary expenses for this within the meaning of § 439 or § 635 German Civil Code (BGB)) to the extent that they are reasonable in the individual case, particularly in relation to the order value. Such costs are disproportionate if they exceed one and a half times our remuneration for the defective performance.
   6. The customer's claims for damages due to defects in the delivery or service exist only under the conditions specified in clause 8. The customer's claims from guarantees assumed by us remain unaffected.
   7. The warranty period is determined by the statutory provisions. It begins with the delivery.
   8. The statutory inspection and notification obligations according to § 377 German Commercial Code (HGB) apply. Initial sample approvals by our customer do not release them from their inspection and notification obligations and do not limit these obligations.
   9. If improper use of the goods leads to an impairment of their functionality, this shall not constitute a defect and shall not give rise to any warranty claims.
       
9. Liability
   1. Claims for damages by the customer, regardless of the legal basis, as well as claims for reimbursement of futile expenses are excluded, unless the cause of the damage is based on either an intentional or grossly negligent breach of duty or at least a negligent breach of a contractual obligation, the fulfilment of which characterizes the contract and on which the customer may rely (essential contractual obligation); in the latter case, liability is limited to the foreseeable and contract-typical damage at the time of conclusion of the contract.
   2. The above limitation of liability according to clause 9.1 also applies to the personal liability of our employees, representatives, and organs as well as our vicarious agents.
   3. The limitations of liability according to clauses 9.1 and 9.2 do not apply to personal injury, i.e., damage resulting from injury to life, body, or health, in the case of liability under the Product Liability Act, and to the extent that we have exceptionally assumed a guarantee..
       
10. Limitation Period
    1. Notwithstanding § 438 para. 1 no. 3 German Civil Code (BGB), the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
    2. The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 German Civil Code (BGB)) would lead to a shorter limitation period in individual cases. Claims for damages by the customer due to intentional or grossly negligent breach of duty as well as under clause 9.1 are subject exclusively to the statutory limitation periods.
        
11. Third-Party Intellectual Property Rights, Indemnification, Own Intellectual Property Rights
    1. It is solely the customer's responsibility to ensure that, due to its specifications for the goods and their further processing, third-party intellectual property rights or other rights in countries of the European Union or in countries to which the goods are delivered on behalf of the customer are not infringed.
    2. If we are held liable by a third party for an infringement of intellectual property rights due to a specification provided by our customer:

• • We will inform our customer immediately,
  • Our customer will fully indemnify us against all justified claims of third parties, including reasonable costs of legal defence and/or legal prosecution, upon first written request,
  • Our customer will, at its option and expense, either obtain a right of use for the relevant specifications for us or modify the specifications so that the intellectual property right is not infringed, unless we are solely responsible for the infringement.

Our further statutory claims remain unaffected.

1. 1. Our claims for infringement of intellectual property rights or other legal defects expire 10 years after the transfer of risk.
   2. We retain all rights, including copyrights, trademark rights, company rights, and know-how rights, to any production facilities, illustrations, drawings, samples, brochures, calculations, and other documents. They may not be made accessible to third parties, reproduced, distributed, or otherwise used by our customer without our express written approval, particularly not imitated, reconstructed, opened, or disassembled (reverse engineering). This applies in particular to documents marked as "confidential."
   3. Upon request or if the order is not placed, the demonstration material must be returned to us immediately.
   4. We are entitled to demand reasonable compensation for demonstration material created by us if the order is not placed.
       
2. Proof of Export, Export License, Confirmation of Arrival, Export, Reimport
   1. If the customer, who is based outside the Federal Republic of Germany (foreign customer) or their agent, collects and transports or ships the goods, the customer must provide us with the tax-required proof of export. If this proof is not provided, the customer must pay the VAT applicable to deliveries within the Federal Republic of Germany on the invoice amount.
   2. The sale, resale, and disposition of the deliveries and services, as well as any associated technology or documentation, may be subject to German, EU, US export control laws, and possibly the export control laws of other countries. A resale to embargoed countries, to blocked persons, or to persons who use or can use the deliveries and services for military purposes, for ABC weapons, or for nuclear technology is subject to approval. By placing the order, the customer declares compliance with such laws and regulations and that the deliveries and services will not be delivered directly or indirectly to countries where the import of these goods is prohibited or restricted. The customer declares to obtain all necessary permits for export and import.
   3. For each tax-free intra-community delivery of goods from Germany to another EU member state, the customer is obliged under § 7a and § 17c of the German VAT Implementation Ordinance (Umsatzsteuerdurchführungsverordnung) to provide us with proof of the actual arrival of the goods (confirmation of arrival). The proof is provided on a form made available by us. If this proof is not provided, the customer must pay the VAT applicable to deliveries within the Federal Republic of Germany based on the previous (net) invoice amount.
   4. Goods intended for export to areas outside the common market of the European Economic Community must be exported. Goods that have been exported to these areas may not be reimported into the common market area.
       
3. Code of Conduct
   1. We have committed ourselves to the code of conduct regarding human rights and environmental obligations, which can be accessed at ###. Furthermore, we do not accept any additional obligations that the customer wishes to impose on us unless we have expressly agreed to such obligations in individual cases.
       
4. Confidentiality
   1. "Confidential information" within the meaning of the following confidentiality obligation shall be business secrets within the meaning of § 2 No. 1 German Business Secrets Protection Act (GeschGehG), even if no appropriate protective measures within the meaning of § 2 No. 1 lit. b German Business Secrets Act (GeschGehG) have been taken as well as all information (including data, records, documents, drawings, samples, technical components and know-how) which is/was made available to the customer's bodies, employees, consultants or other third parties working for the customer within the framework of this contract and the negotiations for this contract, in particular about our company, our suppliers, our production processes, our price calculation, etc., and which is marked as confidential or which by its nature requires confidentiality. Whether and on which carrier medium the confidential information is embodied is irrelevant; in particular, oral information is also included.
   2. The customer is obliged to keep the Confidential Information strictly confidential and not to disclose or make it available to third parties without our written consent. Our customer shall take appropriate precautions to protect the Confidential Information, but at least those precautions with which it protects particularly sensitive information about its own business and shall take appropriate secrecy measures within the meaning of § 2 para. 1 no. 2 lit. b German Business Secrets Protection Act (GeschGehG).
   3. The customer is not entitled to use Confidential Information disclosed by us for any purpose other than for the purpose of the respective performance of the contract. In particular, our customer shall not be entitled to reproduce, reconstruct, open or disassemble (reverse engineer) any samples received or any other corresponding information. This prohibition ends as soon as the product, sample or other Confidential Information in question has been made publicly available.
   4. The afore-mentioned confidentiality obligations of the customer do not apply to information with regard to which the customer can prove that

• • we have given our prior written consent to the disclosure or use by the customer in the specific individual case;
  • the information was manifest and evident prior to the confidentiality obligation;
  • the customer obtained the information from a third party prior to the confidentiality obligation or thereafter without contravening the provisions of this confidentiality obligation that the third party has, in either case, lawfully obtained possession of the information and the disclosure does not constitute a violation of a confidentiality or non-disclosure agreement that is binding for such third party; or
  • the customer is obliged by law or by any applicable stock exchange regulations or by an enforceable order issued by a competent court or authority to disclose Confidential Information.

1. 1. This confidentiality obligation ends five years after termination of the business relationship.
       
2. Data Protection
   1. We, as well as the customer, are obliged to collect and process the data collected in connection with the conclusion and execution of the contract only in accordance with the legal requirements.
   2. For details, we refer to our privacy policy, which the customer can download from our website www.innovatec.de.
       
3. Prohibition of Set-Off / Retention Rights
   1. The customer can only set off our claims if their counterclaim is undisputed, recognized by us, or legally established, or if it is ready for decision or arises from the same contractual relationship from which we derive our claim.
   2. The same applies to the assertion of a right to refuse performance or a right of retention.
   3. The customer can only assert a right of retention if we have not provided adequate security despite the customer's written request.
       
4. Miscellaneous Provisions
   1. The place of performance is our business location in Troisdorf, Germany. The place of jurisdiction for all disputes arising from commercial transactions with merchants and legal entities under public law is Cologne (§ 38 German Code of Civil Procedure (ZPO)). This also applies to bill of exchange and check processes. We can also take legal action against our customer at their general place of jurisdiction.
   2. German law applies to the exclusion of the CISG.
   3. Amendments or additions to these GTC must be in writing. This also applies to the waiver of this written form requirement or any deviation from it.
   4. If individual provisions of these GTC or the delivery transaction are or become wholly or partially invalid, the validity of the remaining provisions or remaining parts of such clauses shall not be affected. The invalid clause shall be replaced by a provision that comes as close as possible to the purpose of this clause and is effective

Status: February 2025