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General Terms and Conditions

General Terms and Conditions (GTCs) of AW Management GmbH & Co. KG Version: 06/2025

1 General information, scope of application, hierarchy

1.1 The following General Terms and Conditions of Purchase (GTCs) apply to the entire business relationship between AW Management GmbH & Co. KG along with its subsidiaries (SKET Industriepark GmbH, AW Gestion De Biens) and our suppliers (hereinafter also referred to as Contractors). The GTCs shall also apply in the respective valid version for future contracts with the same Contractor without us having to refer to them again in each individual case.

1.2 The following GTCs are an integral part of the Contract concluded with us. Deviating or supplementary terms and conditions of the Contractor shall only apply if we have expressly agreed to their validity in writing. This requirement of consent shall also apply if we accept the Contractor’s deliveries/services without reservation when acknowledging the Contractor’s General Terms and Conditions.

1.3 The delivery/service in response to the order placed by us shall be considered as acceptance of our GTCs.

1.4 Our GTCs only apply to companies within the meaning of Section 310 Para. 1 of the German Civil Code (BGB).

1.5 If other contractual provisions in the order or in signed supply agreements contradict these GTCs, the other contractual provisions shall take precedence. In all other respects, the various provisions apply concurrently. Individual agreements always take precedence over these GTCs.

1.6 All correspondence from the Contractor regarding an order must include the following information:

If the aforementioned information is missing, the Contractor shall be responsible for any resulting delays.

2 Quotes – Orders – Amendments

2.1 We require binding quotes from the Contractor that are free of charge for us. We do not grant any remuneration for visits or for preparing quotes and projects, unless and insofar as remuneration has been expressly confirmed by us in writing prior to a quote being submitted.

2.2 Our order becomes binding upon written submission. Verbal or telephone orders require our subsequent written confirmation in order to become valid. The same applies to verbal collateral agreements and amendments to the Contract.

2.3 We may, within the bounds of reasonableness, require amendments to the delivery/service from the Contractor prior to performance, even after the Contract has been concluded. The effects of this must be agreed appropriately by both Parties, in particular with regard to the additional or reduced costs and the delivery/service dates.

3 Prices – Payment terms – Offsetting – Assignment

3.1 Unless otherwise stated in the Contract, the agreed prices and remuneration rates are fully calculated fixed prices according to performance, type and scope. This means they shall include all costs and expenses incurred in the proper and timely provision of the deliveries/services, such as planning, preparation, material, tool, transport, storage, packaging, wage, ancillary wage and salary costs, customs duties, levies, taxes and fees. The Contractor is obliged to carry out the service on the basis of the agreed prices. An adjustment of the agreed prices and remuneration rates and the assertion of additional costs are only permissible if and insofar as this has been expressly agreed.

3.2 Each invoice must display the statutory VAT separately. If and insofar as we owe the statutory VAT ourselves in accordance with Section 13b German Value Added Tax Act (UStG), the Contractor shall not be entitled to payment of the VAT. In these cases, the Contractor must ensure that neither the tax rate nor the VAT amount is stated in its invoices and that instead the invoices contain an explicit reference to our tax liability in accordance with this.

3.3 The Contractor is obliged to issue a suitable invoice. The Contractor shall send suitable invoices to the invoice recipient named by us and ensure they comply with the statutory requirements. They must contain all the information we require. In any case, the following information must be included in the invoice:

At any time prior to delivery/service, we shall be entitled to appoint a different invoice recipient to the Contractor than the one named in the order. The Contractor may only issue the invoice once it has sent us a correct delivery note in accordance with Section 4.1.

3.4 If the invoicing requirements are not complied with, we reserve the right to reject the respective invoices as not verifiable, and the Contractor shall not be entitled to any claims against us for delayed payment or additional costs.

3.5 Payments do not constitute recognition that the deliveries/services are in accordance with the Contract.

3.6 In the event of erroneous or incomplete delivery/performance, we are entitled to withhold payments arising from the business relationship to a reasonable extent until proper (subsequent) performance by the Contractor has been rendered. In case of doubt, double the costs required for remedying the error or completing the delivery/service shall be deemed reasonable.

3.7 Unless otherwise agreed, payments are due within 30 days. If payment is made within 14 days, we are entitled to a 3% discount, unless otherwise agreed. The payment period shall commence as soon as the delivery/service has been provided in accordance with the Contract and we have received the properly issued invoice. Our payment obligation shall be deemed fulfilled on time if our transfer order is received by our bank within the agreed payment period. Cash discount deduction is also permissible if we rightfully assert a set-off or exercise a right of retention.

3.8 We do not owe any maturity interest. The statutory provisions shall apply with regard to the commencement of our default. A written reminder from the Contractor is required for the commencement of default, in any case.

3.9 The Contractor shall only be entitled to offset counterclaims that have been recognised by declaratory judgement or are undisputed. The Contractor shall be entitled to exercise a right of retention under the same conditions.

3.10 The assignment of individual claims, receivables, rights and/or obligations arising from the Contract concluded with us, as well as the transfer of the contractual position in its entirety, shall require our prior written consent, even if such assignment is legally valid under Section 354a of the German Commercial Code (HGB). Any breach of Sentence 1 entitles us to withdraw from the contract in whole or in part and to claim damages.

4 Delivery/service certificates – Delivery dates – Place of fulfilment – Default

4.1 Each delivery or service shall be accompanied by a corresponding delivery note/service certificate. This certificate shall include the precise description of the delivery/service as well as the scope of the individual items, our complete order number, and must be signed by both the Contractor and us as the Client. If these details/signatures are found to be missing, any resulting delays in processing shall not be attributable to us.

4.2 Agreed dates and deadlines are binding; in the event of non-compliance with agreed dates/deadlines, the Contractor shall be in default without the need for a reminder. The statutory provisions shall apply in the event of the Contractor’s default.

4.3 If the Contractor becomes aware of circumstances where it can be assumed that it will not be able to meet agreed deadlines/periods, it must inform us immediately in writing, stating the reasons, or in urgent cases in advance by telephone.

4.4 If the Contractor is in default of delivery, we shall be entitled to claim a contractual penalty of 0.1% for each commenced working day of delay, up to a maximum of 5% of the total contract amount (net); our other rights and claims due to delay shall remain unaffected. We are entitled to claim the contractual penalty in addition to performance and as a minimum amount of damages owed by the Contractor under statutory provisions; the assertion of further damages remains unaffected. If we claim damages due to the Contractor’s default, any contractual penalty already paid by the Contractor shall be offset against this. A forfeited contractual penalty shall remain unaffected in the event the Contract is terminated or new dates/deadlines are agreed.

4.5 The unconditional acceptance of a delayed delivery/service shall not constitute a waiver of secondary or compensation claims.

4.6 If the delivery/service is made to a location other than the agreed place of delivery/service, we may refuse acceptance and demand immediate delivery/service at the agreed location. Alternatively, we shall be entitled to accept the delivery/service, to carry out the transport to the agreed place of delivery/service ourselves without further notice and to invoice the Contractor for the costs incurred as a result; our other rights and claims for default shall remain unaffected.

5 Transfer of risk – Default of acceptance – Dispatch

5.1 The statutory provisions shall apply with regard to the transfer of risk.

5.2 The statutory provisions shall apply to the commencement of our default of acceptance.

5.3 The Contractor shall package and dispatch its deliveries/services properly in compliance with the agreed/applicable packaging and dispatch regulations and insure them to the extent customary in the market. Packaging materials shall be used only to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials should be used. Additional costs due to non-compliance with packaging/dispatch instructions shall be borne by the Contractor.

5.4 Partial deliveries are only permitted if this has been agreed in writing. Partial or residual deliveries must be labelled as such.

5.5 At our request, the Contractor shall collect the packaging material and properly dispose of it at its own expense.

6 Quality assurance – Defect-related claims

6.1 The Contractor is aware that contractually compliant deliveries/services are of particular importance to us. In particular, this includes consistently high quality while continuously meeting quality and specification requirements, as well as reliable adherence to agreed dates and deadlines.

6.2 The Contractor guarantees that the deliveries or services comply with the agreed and customary specifications, have the assured and customary characteristics and are free from defects that negate or reduce their value or their suitability for the customary use or the use assumed under the Contract. The Contractor further guarantees that the deliveries and services, insofar as no special rules have been agreed, comply with the recognised technical standards, the relevant environmental protection, accident prevention and other occupational safety regulations as well as the generally recognised safety and occupational health regulations.

6.3 To ensure compliance with all quality and condition requirements, the Contractor shall have a suitable inspection procedure and an outgoing goods inspection system. The Contractor shall document inspections in writing and make this data available to us on request. The Contractor shall include materials and raw materials provided by us in its quality management system and its quality assurance measures. Due to the above obligations of the Contractor, we carry out a reduced incoming goods inspection. We fulfil any inspection obligations by conducting an incoming goods inspection in such a way that deliveries/services are subjected to a visual and random sample check within a reasonable period after delivery/service, focusing on identity, quantity, and any obvious packaging and transport damage. We shall give notice of such defects immediately (within 10 working days) after delivery. We shall also give notice of any defects discovered at a later date immediately (within 8 working days) after the defect is discovered.

6.4 If, within the applicable warranty period, the Contractor becomes aware of circumstances indicating that we have received defective deliveries/services from them, the Contractor shall immediately inform us in writing, usually by email, and in urgent cases also by in advance telephone, and promptly send the necessary information to clarify the matter further. Our rights due to defective delivery/service shall remain unaffected by Sentence 1. The Contractor shall also provide us with the necessary information to clarify the matter further on request if we become aware of circumstances in which it can be assumed that we have received defective deliveries/services from the Contractor.

6.5 Contrary to Section 442 Para. 1 Sentence 2 of the German Civil Code (BGB), we shall have unlimited defect-related claims even if the defect was unknown to us at the time the Contract was concluded due to gross negligence.

6.6 The costs incurred by the Contractor for the purpose of inspection and subsequent performance (including any removal and installation costs) shall be borne by the Contractor even if it turns out that no defect actually existed.

6.7 Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognised or were grossly negligent in not recognising that no defect existed.

6.8 We are entitled, at the Contractor’s expense, to carry out the subsequent performance ourselves or have it carried out by a third party if there is imminent danger or other particular urgency.

6.9 The limitation period for defect-related claims shall be determined in accordance with the applicable statutory provisions, but shall not end before the expiry of 36 months, calculated from the transfer of risk. In the event of subsequent performance, the limitation period shall start again.

7 Retention of title – Supplied materials – Intellectual property and copyrights – Confidentiality

7.1 Materials, raw materials, tools and machines provided by us shall remain our property and shall be stored separately from the property of the Contractor or third parties at no cost to us, labelled as our property, correctly stored and managed by the Contractor.

7.2 Any processing, mixing, or combination of supplied materials and raw materials by the Contractor shall be carried out on our behalf. If the materials/raw materials supplied by us are processed or combined/mixed with other movable items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the materials/raw materials supplied by us (purchase price plus VAT) at the time of processing, mixing, or combination.

7.3 In the event of seizure of items belonging to us, the Contractor undertakes to inform the seizing party accordingly and to notify us immediately in writing.

7.4 The Contractor shall be obliged to insure the tools and machines provided by us at replacement value at its own expense to the extent customary in the market. At the same time, the Contractor hereby assigns to us all compensation claims arising from this insurance; we hereby accept the assignment.

7.5 The tools and machines provided by us shall only be used by the Contractor for the purpose of fulfilling the existing Contract with us; they may not be passed on to third parties.

7.6 The Contractor is obliged to carry out all necessary maintenance and inspection work, as well as all repair and servicing work, on the tools and machines supplied by us, at their own expense, in a timely manner and to document this in writing. It must notify us immediately in writing of any malfunctions/errors. At any time, the Contractor shall provide us with documentation on malfunctions/faults, maintenance and inspection work, servicing and repair work on request.

7.7 We may issue instructions to the Contractor at any time regarding the use of the tools and machines supplied by us.

7.8 The Contractor shall only be authorised to disclose and advertise our business relationship (e.g. by means of press releases, information on Internet websites, in the context of customer acquisition) with our prior written consent.

7.9 The Contractor undertakes to treat the Contract concluded with us and all documents, records, data, drawings and other information that become known to the Contractor during the course of our business relationship or are made known by us and that are labelled as confidential or are recognisably confidential in nature.This includes, in particular, data and information of a technical, scientific, economic, administrative, business, financial and intellectual property nature, data and information or expertise relating to AW Management GmbH & Co. KG, as well as its subsidiaries (SKET Industriepark GmbH, AW Gestion De Biens) or its affiliated companies within the meaning of Section 15 et seq. German Stock Corporation Act (AktG) – (hereinafter collectively referred to as “confidential information”). The Contractor agrees to use this information only for the purpose of fulfilling the Contract concluded with us. Without our prior, express and written consent, disclosure to third parties and use for purposes other than the contractual purposes are prohibited. The Contractor shall secure the confidential information against unauthorised access or use even after termination of the Contract and return it to us without being requested to do so. We do not grant the Contractor any licences, usage rights, or industrial property rights by providing the confidential information. The Contractor is prohibited from registering any rights of any kind in respect of our expertise. The confidential information remains our property. The foregoing obligations shall remain in effect for a period of two (2) years after the Contract concluded with us is terminated. Even after expiry of the aforementioned period, the Contractor is prohibited from disclosing confidential information if and to the extent that it concerns business secrets within the meaning of Section 2 No. 1 German Trade Secrets Act (GeschGehG).

8 Liability – Insurance – Intellectual property rights

8.1 If a product or other service of the Contractor leads to a case of liability, the Contractor must compensate us for any resulting damage.

8.2 The Contractor shall take out and maintain business and product liability insurance with a minimum sum insured for personal injury, property damage and financial loss that is sufficient in relation to the scope of the Contract. The Contractor shall prove to us, on request, that the aforementioned insurance obligations are fulfilled by presenting a security certificate addressed to us by the insurer.

8.3 The Contractor guarantees that no rights of third parties within or outside the Federal Republic of Germany are infringed in connection with its delivery/service.

8.4 The Contractor shall be obliged to indemnify us against all claims asserted against us by third parties due to the infringement of rights and to reimburse us for all necessary expenses in connection with such claims. This does not apply insofar as it is not responsible for the infringement.

9 Provisions on export control and foreign trade data – Compliance with legal requirements

9.1 The Contractor shall fulfil all requirements of the applicable national and international customs and foreign trade law (“Foreign Trade Law”). The Contractor shall provide us in writing with all information and data necessary for compliance with foreign trade law regarding export, import, and re-export no later than two weeks after the order is placed and immediately in case of any changes. This includes, in particular:

9.2 If the Contractor breaches its obligations under Section 9.1, it shall bear all expenses and damages incurred by us as a result, unless the Contractor is not responsible for the breach of duty.

9.3 The Contractor is obliged to comply with all current and future applicable legal requirements and other regulations, especially regarding minimum wages, in particular the provisions of the Minimum Wage Act (MiLoG) (hereinafter individually and collectively referred to as “minimum wage requirements”). At any time, the Contractor is obliged to confirm to us in writing at our request that it complies with the minimum wage requirements. We may require the Contractor to obtain confirmation from an auditor or tax consultant, which is to be commissioned by the Contractor at its own expense. At any time, the Contractor is further obliged on our request to obtain and provide us with a current self-disclosure from the trade register in accordance with Section 150 Para. 1 of the German Trade Regulation Act (GewO).

10 Reservation clause

10.1 Our performance under the Contract is subject to the condition that no obstacles to performance arise from national or international foreign trade regulations, and that no embargoes and/or other sanctions apply.

11 Requirements for form – Applicable law – Jurisdiction – Supplementary Provisions

11.1 Unless and insofar as the Contract concluded with us contains more specific provisions, any communication required for the performance of the Contract, for which written form is required or appropriate, may be sent by email.

11.2 Excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980, German substantive law shall apply exclusively.

11.3 If the Contractor is a registered merchant, the place of jurisdiction, including internationally, shall be Aurich. However, we also have the right to take legal action against the Contractor at the court responsible for it's place of residence or business.

11.4 No supplementary agreements, whether implied, verbal, or written, have been made. The conclusion, amendments, and additions to the Contract must be made in writing. This also applies to any cancellation of or waiver of this requirement for the written form.

11.5 If any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

12 Energy efficiency – Sustainability

12.1 The Contractor undertakes to use environmentally friendly processes in the manufacture, packaging and delivery of products and in the provision of services and to maximise energy efficiency.

12.2 When selecting materials and raw materials, the Contractor shall favour those that have been produced in compliance with ecological and social standards.

12.3 Compliance with applicable legal regulations on environmental, energy, and resource conservation, as well as with international standards (e.g., ISO 14001, ISO 50001), is expected.

12.4 The Client reserves the right to verify compliance with these requirements through audits or by requesting appropriate documentation.