General Terms and Conditions of Purchase of Resense GmbH

Scope of Application 

1. These General Terms and Conditions of Purchase (“GTCP”) apply to all inquiries, orders, and contracts for goods and services (“Subject Matter of the Contract”) between Resense GmbH (“Resense”) and the Supplier. 

2. They also apply to future business relationships without the need for a new express agreement. 

3. These GTP apply exclusively. Any conflicting or deviating terms and conditions of the supplier shall not apply, even if Resense does not expressly object to them or accepts services without reservation. 

4. Any deviating agreements must be in writing. Electronic communication (e.g., email, EDI) is sufficient. 

5. Resense’s statutory rights remain unaffected.

    

Conclusion of Contract

1. Inquiries from Resense are non-binding. Offers from the supplier must be prepared free of charge and are binding unless they are expressly marked as subject to change. 

2. The supplier must prepare offers strictly based on the inquiry. Any deviations must be expressly indicated. 

3. A contract is concluded upon Resense’s placement of an order and the Supplier’s acceptance thereof. If no rejection is received within 3 business days, the order is deemed accepted. 

4.  Resense is entitled to unilaterally modify orders. The Supplier must immediately notify Resense of the effects on price and delivery time. 

5. The supplier shall inform Resense prior to the conclusion of the contract if products are subject to export restrictions or regulatory requirements.  

Prices and Terms of Payment 

1. The agreed-upon prices are fixed prices and are denominated in euros. 

2. Unless expressly agreed otherwise, the prices include all services, including: 

   • Packaging 

   • Transportation 

   • Insurance 

   • Customs duties and taxes 

   • Delivery DDP Incoterms 2020 

3. Invoices must contain all required information: 

   • Order number 

   • Item number 

   • Supplier details 

   • Delivery date 

4. Incomplete invoices shall be deemed not to have been issued. 

5. Payments shall be made: 

   • Within 14 days with a 3% discount or 

   • Within 60 days net 

6. Payment terms do not begin until after complete delivery and receipt of a proper invoice. 

7. Resense is entitled to withhold payments in the event of defective performance. 

8. Resense is entitled to set-off and retention. 

    

Delivery 

1. Delivery shall be made in accordance with the order to the specified delivery address. 

2. Each delivery must be accompanied by complete documentation: 

   • Delivery note 

   • Test reports 

   • Certificates 

   • Declarations of conformity 

3. The supplier guarantees: 

   • Packaging suitable for transport 

   • Use of environmentally friendly materials 

   • Minimization of packaging 

4. All deliveries must be clearly identifiable and traceable (batch/serial numbering). 

5. Resense is entitled to reject non-compliant deliveries. 

6. Delivery dates are binding. 

7. The supplier must immediately notify Resense of any delays. 

8. In the event of a delay, Resense is entitled to: 

   • Contractual penalty: 0.5% per unit of delay (max. 5%) 

   • Compensation for damages 

9. Partial deliveries, over-deliveries, or under-deliveries are not permitted without prior consent. 

10. Resense may withdraw from the contract in the event of a delay. 

Transfer of Risk 

1. The supplier bears the risk until delivery is complete. 

2. The transfer of risk occurs only upon handover at the agreed-upon destination. 

3. This also applies to partial deliveries or additional services. 

Force Majeure 

1. Neither party shall be liable for events of force majeure. 

2. The affected party must notify the other party immediately. 

3. If the situation persists for an extended period (> 3 months), withdrawal from the contract is permitted. 

Quality and Product Requirements 

1. The delivered products must comply with the current state of science and technology. 

2. The supplier guarantees: 

   • Compliance with all standards (DIN, ISO, EN) 

   • Product safety 

   • Functionality 

      

Defects and Warranty 

1.  Deliveries must be completely free of defects. 

2. In the event of defects, Resense has the following rights: 

   • Rectification 

   • Replacement 

   • Cancellation 

   • Reduction in price 

3. In cases of imminent danger, Resense may remedy defects at the supplier’s expense. 

4. Warranty period: 36 months 

5. The supplier shall bear all costs associated with remedying defects. 

Product Liability 

1. The supplier shall be fully liable for damages. 

2. The supplier shall indemnify Resense against claims by third parties. 

3. The supplier shall bear the costs of recalls, replacements, and field service. 

4. Product liability insurance is mandatory. 

    

Confidentiality 

1. All information must be treated as confidential. 

2. It may only be used for the purpose of the contract. 

3. Upon termination of the contract, such information must be returned or deleted. 

    

Export 

1. The supplier shall ensure: 

2. Compliance with all export regulations 

3. Provision of classifications 

4. In the event of violations, Resense may terminate the agreement. 

Environment, Sustainability, and Supply Chain 

1. The supplier undertakes to comply with all environmental regulations. 

2. The supplier operates an environmental management system (e.g., ISO 14001). 

3. The following principles apply: 

   • Prohibition of child labor 

   • Prohibition of forced labor 

   • Occupational safety 

   • Respect for human rights 

4. The supplier complies with the requirements of the Supply Chain Due Diligence Act. 

Ownership, Tools, and Rights 

1. All items provided by Resense remain the property of Resense. 

2. These may only be used for the purpose of the order. 

3. All developments are transferred in full to Resense. 

Final Provisions 

1. The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.  

2. The place of jurisdiction is Resense’s registered office.

3. The place of performance is Resense’s registered office.

4. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected. 

General Terms and Conditions of Sale of Resense GmbH

Scope of Application 

1. These General Terms and Conditions of Sale and Delivery (“GTC”) apply to all offers, deliveries, and services provided by Resense GmbH (hereinafter “Resense”) to business entities, legal entities under public law, and special funds under public law. They also apply to all future business relationships, even if they are not expressly agreed upon again in subsequent contracts. 

2. These GTS apply exclusively. Any terms and conditions of the purchaser that conflict with, are in addition to, or deviate from these GTS shall not become part of the contract unless Resense has expressly agreed to their validity in writing. This also applies if Resense carries out a delivery without reservation while being aware of such terms and conditions 

3. Individual agreements and ancillary agreements take precedence over these General Terms and Conditions but must be in writing to be valid. 

4. Rights to which Resense is entitled under statutory provisions or based on other agreements remain unaffected. 

Conclusion of Contract 

1. Offers made by Resense are subject to change and non-binding. 

2. Information regarding products—in particular force and torque sensors—such as illustrations, drawings, and specifications regarding weight, dimensions, or performance, represent approximate values only, unless expressly agreed in writing to be binding.  

3. An order placed by the customer constitutes a binding offer and becomes binding only upon written order confirmation by Resense or upon delivery of the products.

4. Resense’s silence in response to offers or orders shall be deemed acceptance only if this has been expressly agreed upon.  

5. Obvious errors, typographical errors, or calculation errors in offers or order confirmations do not bind Resense. 

6. Any amendments or additions to the contract require written confirmation by Resense. 

Scope of Services and Performance 

1. The scope of services is determined exclusively by Resense’s written order confirmation. 

2. Resense is entitled to make technical changes to the products, provided that such changes are in line with the state of the art, do not constitute a material change in function, and are reasonable for the customer. 

3. Resense reserves the right to make changes to the design, materials, or execution, provided that such changes are customary in the industry or necessary for the improvement of the products.  

4. Partial deliveries are permitted and may be invoiced separately, provided they are reasonable for the customer. 

5. Production-related over- or under-deliveries of up to 5% are considered in accordance with the contract. 

Prices and Terms of Payment 

1. Prices are ex works (EXW/FCA in accordance with Incoterms), plus packaging, transportation, insurance, and all applicable taxes and duties.  

2. Invoices are payable without deduction within 45 days of the invoice date, unless otherwise agreed. 

3. In the event of late payment, interest on arrears at the statutory rate will be charged, and any additional costs resulting from the delay may also be billed. 

4. Resense is entitled to adjust prices in the event of subsequent cost increases.  

5. Set-off and retention of performance are permitted only to the extent permitted by law. 

6. In the event of a material deterioration in the customer’s financial circumstances, Resense may demand advance payment or withdraw from the contract. 

Delivery 

1. Delivery and performance deadlines are binding only if they have been expressly agreed upon in writing as binding. 

2. Delivery deadlines begin upon order confirmation, but not before all technical and commercial prerequisites have been fully clarified.  

3. Compliance with delivery deadlines is contingent upon the customer’s timely and proper fulfillment of all obligations to cooperate.  

4. Resense is entitled to source supplies from third parties. In the event of non-delivery or late delivery by suppliers, Resense is entitled to withdraw from the contract.  

5. Delivery delays due to export controls, official approvals, or other regulatory requirements shall extend delivery times accordingly 

Transfer of Risk 

1. The risk of accidental loss and deterioration passes to the purchaser upon handover to the carrier. 

2. In the case of pickup, the risk passes upon notification that the goods are ready for pickup. 

3. This also applies to partial deliveries or additional services. 

    

Retention of Title 

1. All delivered products remain the property of Resense until full payment has been made. 

2. The customer may resell the products in the ordinary course of business; any claims arising therefrom are assigned to Resense in advance. 

3. The customer is obligated to handle the products subject to retention of title with care and to insure them against risks. 

4. In the event of a breach of contract, Resense may reclaim the goods. 

Claims for Defects 

1. The customer must inspect the delivered products immediately and report any apparent defects in writing. 

2. Hidden defects must be reported immediately upon discovery. 

3. In the event of justified claims for defects, Resense shall, at its discretion, either repair the goods or provide a replacement. 

4. Claims for defects do not apply in cases of improper use, wear and tear, or modifications made by the customer. 

5. The warranty period is 12 months. 

    

Liability 

1. Resense bears unlimited liability in cases of willful misconduct, gross negligence, and for damage to life, limb, or health. 

2. In the event of a breach of material contractual obligations due to slight negligence, liability is limited to foreseeable damages. 

3. Any further liability is excluded to the extent permitted by law. 

    

 Product Liability 

1. Products may not be modified in any way that affects safety. 

2. The customer shall indemnify Resense against any third-party claims in their internal relationship. 

3. In the event of a product recall, the customer is obligated to cooperate. 

 Confidentiality 

1. The parties are obligated to keep confidential all information made available to them that is designated as confidential or that, under other circumstances, is recognizable as a trade or business secret, for a period of five years from the date of delivery, and, unless required for the business relationship, neither to record nor to disclose or use such information. 

2. The confidentiality obligation shall not apply to the extent that the information was demonstrably already known to the receiving party prior to the commencement of the contractual relationship, or was generally known or generally accessible prior to the commencement of the contractual relationship, or becomes generally known or accessible through no fault of the receiving party. The burden of proof shall rest with the receiving party. 

3. The parties shall ensure, through appropriate contractual agreements with their employees and agents—in particular their freelancers, contractors, and service providers—that these parties also refrain from any independent use, disclosure, or unauthorized recording of such trade and business secrets for a period of five years from the date of delivery. 

    

 Export 

1. The Purchaser is prohibited from, directly or indirectly,
   exporting products, and/or 

   • intellectual property; and/or  

   • know-how; and/or  

   • other confidential information of any kind made available to or brought to the attention of the Purchaser in any manner, directly or indirectly  

   • to the Russian Federation; and/or 

   • to territories occupied by the Russian Federation; and/or 

   • to the Republic of Belarus; and/or 

   • for use in the Russian Federation; and/or 

   • for use in territories occupied by the Russian Federation; and/or 

   • for use in the Republic of Belarus 

   • under or in connection with this Service Agreement.   

2. The Purchaser shall use its best efforts to take all necessary measures to ensure that the purpose of paragraph 1 of this Article is not thwarted by third parties in the downstream supply chain, including any resellers. 

3. The Purchaser shall establish and maintain an appropriate control mechanism to detect conduct by third parties in the downstream supply chain, including potential resellers, that would frustrate the purpose of paragraph 1 of this Article. 

4. Any breach of paragraphs 1, 2, or 3 of this Article constitutes a material breach of contract, and Resense is entitled to take appropriate remedial measures, in particular:

   • termination of this Service Agreement; and/or  

   • the imposition of a contractual penalty equal to 10% of the total value of this Agreement or the price of the products delivered, whichever is higher.  

5. The Customer shall promptly notify Resense of any issues regarding the application of paragraphs 1, 2, or 3 of this Article, including any relevant activities by third parties that could frustrate the purpose of paragraph 1 of this Article. The Customer shall provide Resense with information regarding compliance with the obligations set forth in paragraphs 1, 2, and 3 of this Article within two calendar weeks of a simple request. 

 Final Provisions 

1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.  

2. The place of jurisdiction is the registered office of Resense GmbH.  

3. The place of performance is the registered office of Resense.  

4. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected.