Terms and conditions of purchase

1. General Provisions

Our Terms and Conditions of Purchase apply exclusively; we recognise the supplier’s general terms and conditions that conflict with or deviate from our Terms and Conditions of Purchase only to the extent that we have expressly agreed to them in writing. Acceptance of the supplier’s goods or services (hereinafter: subject matter of the contract) or payment thereof does not constitute consent.

2. Conclusion of Contract and Contract Amendments

2.1 Orders, contracts, and delivery calls, as well as any amendments or additions thereto, must be in writing.

2.2 Verbal agreements of any kind—including subsequent amendments and additions to our Terms and Conditions of Purchase—must be confirmed in writing by us to be valid.

2.3 The written form requirement is also satisfied by electronic data transmission or fax.

2.4 Cost estimates are binding and shall not be remunerated unless expressly agreed otherwise.

2.5 If the supplier does not accept the order within two weeks of receipt, we are entitled to cancel it.

2.6 Delivery calls made as part of an order and call-off plan become binding if the supplier does not object within two business days of receipt.

3. Delivery

3.1 Deviations from our contracts and orders are permitted only with our prior written consent.

3.2 Agreed dates and deadlines are binding. Compliance with the delivery date or delivery deadline is determined by the receipt of the goods by us

3.3 If the supplier has undertaken installation or assembly and nothing else has been agreed, the supplier shall bear all necessary incidental costs, such as travel expenses, provision of tools, and per diems, subject to any deviating provisions.

3.4 If agreed dates are not met, the statutory provisions shall apply. If the supplier anticipates difficulties regarding production, the supply of raw materials, compliance with the delivery date, or similar circumstances that could prevent timely delivery or delivery in the agreed quality, the supplier must immediately notify our purchasing department.

3.5 The unconditional acceptance of a delayed delivery or service does not constitute a waiver of our claims for compensation arising from the delayed delivery or service; this applies until full payment of the remuneration owed by us for the delivery or service in question.

3.6 Partial deliveries are generally not permitted, unless we have expressly agreed to them or they are reasonable for us.

3.7 Unless otherwise proven, the quantities, weights, and dimensions determined by us during the incoming goods inspection shall be decisive.

3.8 With respect to software included in the product scope of delivery, including its documentation, aquatherm receives a non-exclusive right of use, unlimited in terms of time and territory, to the extent necessary for the contractual use of the product. This includes, in particular, the right to install, operate, and reproduce the software for backup and archiving purposes, as well as to use it within the aquatherm group, to the extent necessary for its intended use.

3.9 The Supplier warrants that the delivered software and any embedded software components are free from third-party rights that would prevent aquatherm from using them in accordance with the contract, and that they comply with the agreed functional and performance characteristics. The Supplier shall ensure that the software is suitable for the agreed system environments. The Supplier is obligated to provide aquatherm with security and functional updates free of charge for a reasonable period following delivery, to the extent that these are necessary to maintain the agreed quality and IT security, and to inform aquatherm immediately of any security-related vulnerabilities.

To the extent that the Supplier uses open-source software, it must comply with the respective licence terms, inform aquatherm of this in advance in writing, and provide aquatherm with the relevant licence texts. The Supplier shall indemnify aquatherm against all claims by third parties resulting from a breach of licence terms or intellectual property rights in connection with the delivered software, to the extent that the Supplier is responsible for such breach.

4. Force Majeure

Force majeure, labour disputes, operational disruptions through no fault of our own, civil unrest, governmental measures, and other unavoidable events shall release us from the obligation to accept delivery on time for the duration of such events. During such events and within two weeks after their conclusion, we shall be entitled—without prejudice to our other rights—to withdraw from the contract in whole or in part, provided that these events are not of insignificant duration and our need is significantly reduced due to the resulting necessity to procure the goods elsewhere.

5. Pricing and Transfer of Risk

Unless otherwise agreed, prices are quoted free at factory, duty paid (DDP according to Incoterms 2020), including packaging. Value added tax is not included. The supplier bears the risk of loss or damage until the goods are accepted by us or our agent at the location to which the goods are to be delivered in accordance with the order.

6. Terms of Payment

Unless otherwise agreed, payment of the invoice shall be made either within 14 days with a 3% discount or within 30 days without any deduction, starting from the due date of the payment claim and upon receipt of both the invoice and the goods or the provision of the service. Payment is subject to verification of the invoice.

7. Claims for Defects and Recourse

7.1 Acceptance is subject to an inspection for defects, in particular for correctness and completeness, to the extent and as soon as this is practicable in the ordinary course of business. We will notify the supplier of any defects immediately upon discovery. In this respect, the supplier waives the objection of late notification of defects.

7.2 The statutory provisions regarding material defects and defects of title shall apply, unless otherwise provided below.

7.3 We generally have the right to choose the method of subsequent performance. The supplier may refuse the method of subsequent performance chosen by us if it is possible only at disproportionate cost.

7.4 If the supplier does not begin to remedy the defect immediately after our request to do so, we shall be entitled, in urgent cases—in particular to avert acute dangers or prevent major damage—to remedy the defect ourselves or have it remedied by a third party at the supplier’s expense.

7.5 In the event of legal defects, the supplier shall also indemnify us against any claims by third parties, unless the supplier is not responsible for the legal defect.

7.6 Claims for defects shall become time-barred—except in cases of fraud—after 3 years, unless the item has been used in a building in accordance with its customary use and has caused the building’s defectiveness. In this case, claims for defects shall become time-barred after 5 years. The limitation period begins upon delivery of the subject matter of the contract (transfer of risk).

7.7 If the Supplier fulfils its obligation to remedy the defect by providing a replacement, the statute of limitations for the replacement goods shall begin anew upon their delivery, unless the Supplier has expressly and accurately reserved the right during the remedy to provide the replacement solely as a gesture of goodwill, to avoid disputes, or in the interest of maintaining the supply relationship.

7.8 If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transportation, travel, labour, and material costs, or costs for an incoming inspection exceeding the usual scope, the supplier shall bear these costs.

8. Product Liability

8.1 In the event that claims are made against us based on product liability, the supplier is obligated to indemnify us against such claims, provided and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the supplier. In cases of fault-based liability, however, this applies only if the supplier is at fault. If the cause of the damage lies within the supplier’s sphere of responsibility, the supplier bears the burden of proof in this regard.

8.2 In the cases referred to in Section 8.1, the supplier shall bear all costs and expenses, including the costs of any legal proceedings.

8.3 In all other respects, the statutory provisions apply.

8.4 Prior to a product recall that is wholly or partly the result of a defect in the contractual item delivered by the Supplier, we will notify the Supplier, give them the opportunity to cooperate, and consult with them regarding efficient implementation, unless notifying or involving the Supplier is not possible due to particular urgency. To the extent that a recall is the result of a defect in the contractual item delivered by the Supplier, the Supplier shall bear the costs of the recall.

9. Performance of Work

Persons performing work on the factory premises in fulfilment of the contract must comply with the provisions of the respective operating instructions. Liability for accidents occurring to these persons on the factory premises is excluded, unless such accidents were caused by an intentional or grossly negligent breach of duty by our legal representatives or vicarious agents.

10. Provision

Materials, parts, containers, and special packaging provided by us remain our property. These may only be used for their intended purpose. The processing of materials and the assembly of parts are carried out on our behalf. It is agreed that, in proportion to the value of the materials and parts provided relative to the value of the total product, we are co-owners of the products manufactured using our materials and parts, which are held in safekeeping for us by the supplier to that extent.

11. Documents and Confidentiality

11.1 All business or technical information made available by us (including characteristics that may be derived from any items, documents, or software provided, and other knowledge or experience) shall, as long as and to the extent that it is not demonstrably in the public domain, be kept confidential from third parties and may be made available within the Supplier’s own operations only to those persons who must necessarily be involved in their use for the purpose of delivery to us and who are also bound to confidentiality; such information remains our exclusive property. Without our prior written consent, such information—except for deliveries to us—may not be reproduced or used commercially. Upon our request, all information originating from us (including, where applicable, any copies or records made) and items provided on loan must be returned to us immediately and in full or destroyed.
We reserve all rights to such information (including copyrights and the right to apply for industrial property rights, such as patents, utility models, semiconductor protection, etc.). To the extent that such information has been made available to us by third parties, this reservation of rights also applies in favour of such third parties.

11.2 Products manufactured according to documents designed by us, such as drawings, models, and the like, or according to our confidential specifications, or using our tools or replicas thereof, may neither be used by the Supplier itself nor offered or delivered to third parties. This applies mutatis mutandis to our print orders as well.

11.3 The Supplier may only name, depict, or otherwise use the company name or trademarks of aquatherm in advertising materials, when providing references, or in other publications if aquatherm has given its prior written consent.

12. REACH

12.1 The Supplier warrants that its deliveries comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH Regulation”). In particular, the supplier warrants that the substances contained in the products supplied by him have been registered, to the extent required under the provisions of the REACH Regulation, and that safety data sheets in accordance with the provisions of the REACH Regulation or the information required pursuant to Article 32 of the REACH Regulation are made available to aquatherm. If the Supplier delivers articles within the meaning of Article 3 of the REACH Regulation, the Supplier further warrants that it complies with its obligation to pass on certain information in accordance with Article 33 of the REACH Regulation.

12.2 The supplier warrants that the substances, mixtures, and articles supplied by him comply with all applicable information and notification requirements under the REACH Regulation, in particular with regard to substances on the Candidate List (“Substances of Very High Concern,” SVHC), authorisation requirements, and restrictions.

12.3 The Supplier is obligated to notify aquatherm immediately in writing if REACH-relevant classifications of a substance contained in the delivered products change, if a substance contained in the delivered products is newly added to the Candidate List, or if other REACH obligations arise that may be relevant to the use, processing, or placing on the market of the products manufactured by aquatherm.

12.4 The Supplier shall indemnify aquatherm against all losses, damages, costs (including regulatory actions, recalls, disposal, and testing costs), and claims by third parties arising from the Supplier’s culpable breach of its obligations under this Section 12 and the REACH Regulation.

13. Legal and Regulatory Requirements

The supplier undertakes to comply with the laws and regulations applicable in the country of manufacture and the country of destination regarding quality, occupational safety, health, the environment, and energy. We require our suppliers to be certified in accordance with ISO 14001. Suppliers without certification must demonstrate that they operate an environmental management system in accordance with the requirements of ISO 14001 and are working toward certification.
For occupational safety reasons, we expect our suppliers to comply with applicable laws and regulations regarding occupational safety and to strive for an occupational health and safety management system in accordance with ISO 45001.

13.2 The supplier undertakes to provide aquatherm, upon request and to a reasonable extent, with information and evidence necessary for the fulfilment of legal or regulatory requirements in the areas of sustainability, environment, energy, climate, and occupational safety, as well as for aquatherm’s sustainability reporting. This may include, in particular, information on materials and substances used, environmental and energy performance indicators, CO₂ emissions (e.g., product-related CO₂ footprints), as well as relevant management systems and certifications.

14. Raw Material/Energy Efficiency

An essential component of environmental protection is the efficient use of resources. The supplier is obligated to strive for a resource-conserving and energy-efficient use of energy and raw materials in the manufacture and delivery of its products as well as in the provision of services, and to continuously improve this in its processes. When procuring machinery and equipment, energy-related aspects, particularly energy consumption, are considered a key evaluation criterion. For energy policy reasons, we expect our suppliers to operate an energy management system in accordance with ISO 50001 or a comparable system, as well as to be willing to disclose relevant energy and emissions-related metrics, particularly regarding CO₂ emissions from the supplied products, upon request.

15. Sustainability and Supply Chain Due Diligence

15.1 The Supplier undertakes to comply with all applicable legal requirements regarding human rights, labour, social, and environmental standards, as well as anti-corruption measures, within its own business operations and supply chain. This includes, in particular, the Supply Chain Due Diligence Act (LkSG), to the extent applicable, as well as relevant EU regulations.

15.2 The Supplier shall take appropriate measures to identify, prevent, and remedy human rights and environmental risks in its supply chain. It shall immediately inform aquatherm if it becomes aware of any material violations or suspected cases thereof in connection with deliveries or services provided to aquatherm, and shall support aquatherm upon request by providing reasonable information and evidence.

15.3 aquatherm is entitled, to a reasonable extent, to conduct or have conducted audits or other inspections at the supplier’s premises to verify compliance with this Section 15. In the event of violations that are not merely minor, aquatherm shall be entitled, after setting a reasonable deadline for remedy that has expired without result, to suspend orders or to withdraw from the contract for good cause or to terminate it extraordinarily; further rights, in particular to damages and indemnification, remain unaffected.

16. Place of Performance

The place of performance is the location to which the goods are to be delivered in accordance with the order or at which the service is to be performed.

17. Compliance, Sanctions, and Export Control

17.1 The Supplier undertakes to comply with all legal regulations applicable to it and its deliveries or services, in particular those relating to anti-corruption, antitrust law, anti-money laundering, human rights, labour, social, and environmental standards, as well as export control and sanctions.

17.2 The Supplier undertakes not to engage in any acts that could be classified as corruption, bribery, or the granting of undue advantages. This includes, in particular, offering, promising, or granting undue advantages to aquatherm employees or third parties in connection with the initiation, conclusion, or performance of contracts with aquatherm.

17.3 The Supplier shall ensure that the products it supplies, as well as the technologies and software it uses, comply with the applicable export control and sanctions regulations (in particular those of the European Union, the Federal Republic of Germany, and, where applicable, the United States). The supplier is obligated to notify aquatherm immediately in writing if export restrictions, licensing requirements, or sanctions exist or arise with respect to the subject matter of the contract or involved persons/organisations.

17.4 The Supplier shall indemnify aquatherm against all damages, expenses, and claims by third parties resulting from breaches of the obligations set forth in this Section 17, to the extent that the Supplier is responsible for such breaches.

17.5 If the Supplier breaches this Section 17 to a significant extent, aquatherm shall be entitled, after setting a reasonable deadline for remedy that has expired without result, to suspend orders or, for good cause, to withdraw from the contract in whole or in part or to terminate it extraordinarily. Further rights, in particular to damages, remain unaffected.

18 General Provisions

18.1 Should any provision of these Terms and Conditions or of the additional agreements entered into be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obligated to replace the invalid provision with a provision that comes as close as possible to its economic purpose.

18.2 The contractual relationships shall be governed exclusively by German law, excluding conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.3 The exclusive venue for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase is Attendorn. We are further entitled, at our discretion, to sue the Supplier in the court of its registered office or branch office or in the court of the place of performance.

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