General Terms and Conditions of Purchase (GTCP) – Elwink SE

1. Validity of the Terms and Conditions and Conclusion of Contract

1.1
These General Terms and Conditions of Purchase (GTCP) shall apply exclusively to all purchasing and procurement transactions concerning goods, works, or services carried out by Elwink SE and its affiliated companies within the meaning of applicable corporate law (hereinafter referred to as “Elwink”) with its suppliers.

1.2
These GTCP shall also apply to all future business relationships, even if they are not expressly agreed again. Any general terms and conditions of the supplier that deviate from, conflict with, or supplement these GTCP shall only apply if Elwink has expressly agreed to them in writing. These GTCP shall apply even if Elwink unconditionally accepts the supplier’s delivery with knowledge of conflicting or deviating conditions. If the supplier fulfils the order in whole or in part, this shall constitute tacit acceptance of these GTCP in full.

1.3
Only orders issued in text form shall be legally binding. Verbal agreements shall only serve to clarify the content of the contract and shall not be binding unless confirmed in text form. All agreements made between Elwink and the supplier in connection with an order shall be set out in the respective contract, including these GTCP. Correspondence relating to the contract must always reference the product designation or order number.
The parties agree that—provided no statutory formal requirements apply and no deviating provisions are stipulated in these GTCP or individual agreements—contractual and delivery-related correspondence may also be executed using suitable digital signature solutions (e.g., Adobe Acrobat Sign, DocuSign).

1.4
For the execution of an order, the supplier may transfer information to subcontractors only to the extent necessary and customary in trade. The supplier shall ensure that subcontractors are appropriately qualified and are bound by confidentiality obligations equivalent to those agreed with Elwink.

2. Prices

2.1
The agreed prices shall be binding final prices. Unless otherwise agreed in text form, prices shall apply in accordance with Incoterms (2020) DAP to Elwink’s designated delivery location.

2.2                      
If no prices are specified in the order, such prices must be submitted to Elwink for approval prior to acceptance of the order.

2.3
Packaging, transport, and all ancillary costs shall be included in the agreed prices unless expressly agreed otherwise.

3. Terms of Delivery, Shipping and Risk Assumption

3.1
Agreed delivery dates shall be binding. If a delay in delivery is foreseeable, the supplier shall notify Elwink immediately in text form. Advance deliveries shall only be permitted with Elwink’s prior written consent. If delivery is made prior to the agreed date, the supplier shall bear all associated costs, in particular storage costs. Elwink reserves the right to refuse early deliveries.

3.2
Timeliness of deliveries (excluding assembly or installation) shall be determined by receipt at the delivery address specified by Elwink. For deliveries including assembly, installation, or services, timeliness shall be determined by proper completion in an acceptable condition.

3.3                                                                       
Failure to meet agreed deadlines shall entitle Elwink to withdraw from or terminate the contract after setting a reasonable grace period. Elwink may also claim damages unless the supplier is not responsible for the delay. Contractual penalties may be agreed in individual contracts and may be enforced regardless of whether a reservation is expressly declared upon acceptance of delivery.

3.4
The supplier shall bear sole responsibility for compliance with shipping regulations. Each delivery must include complete and accurate shipping documentation (including order reference, number, and date).
Elwink shall be entitled to refuse acceptance of deliveries if proper documentation—including evidence of import duties and tax payments—is not provided at the latest upon 

delivery, or if order references are missing or incomplete, without Elwink being deemed in default of acceptance. Any resulting costs shall be borne by the supplier.

3.5
The supplier shall ensure that all personnel performing work on Elwink’s premises comply with applicable legal and safety regulations as well as Elwink’s internal policies. Liability for accidents shall be governed by applicable law.

3.6
Elwink shall inspect delivered goods for obvious defects within a reasonable period. Complaints shall be deemed timely if received by the supplier within 7 working days of receipt of goods or, in the case of hidden defects, from the date of discovery. The supplier waives the right to object to delayed notification if this period is observed.

3.7
The supplier shall bear the risk for shipment until the goods are delivered in proper condition to the designated delivery location, even where delivery is agreed ex works.

3.8
For work or service contracts, formal acceptance by Elwink through a written acceptance protocol shall be required. Ownership of documents, drawings, calculations, and similar materials prepared by the supplier shall transfer to Elwink upon submission without additional remuneration. All such materials shall be treated as confidential and returned upon completion of the contract.

4. Payment Conditions

4.1
Invoices must include the order number and delivery details. Missing information may delay processing without constituting default of payment. Payment shall be based on quantities determined upon receipt.

4.2
Unless otherwise agreed, invoices shall be payable:

  • within 18 days with a 2% discount, or
  • within 45 days net from receipt of invoice and performance.

4.3
All payments shall be made subject to verification of contractual conformity and accuracy of invoicing. Payment shall not constitute acceptance of performance.

4.4
Advance payments shall only be made against appropriate bank guarantees or equivalent security.

5. Warranty Claims

5.1
The supplier shall ensure that delivered products are free from material and legal defects and comply with agreed specifications and applicable regulations. This also applies to components supplied by subcontractors.

5.2                
Elwink shall be entitled to statutory warranty rights without restriction, including repair, replacement, or damages.

5.3
The supplier shall bear all costs associated with defect rectification, including transport, labor, and ancillary costs. The supplier shall indemnify Elwink against third-party claims arising from defective products.

5.4
The limitation period for defects shall be 24 months from transfer of risk, unless otherwise required by law.

5.5
The supplier shall ensure availability of spare parts for at least 10 years after the final delivery and notify Elwink in advance if production is discontinued.

6. Liability – Indemnity – Insurance Coverage

6.1
The supplier shall be fully liable for all damages caused by it or its agents.

6.2
The supplier shall indemnify Elwink against third-party claims arising from product defects or liability.

6.3
The supplier shall maintain adequate liability insurance, including product liability and recall costs, with a minimum coverage of EUR 12 million per incident.

6.4
Proof of insurance must be provided upon request.

7. Origin of Goods and Trade Compliance

7.1
The supplier shall provide valid proof of origin for all supplied goods.

7.2
Annual supplier declarations must be provided without request and updated when necessary.

7.3
The supplier shall ensure compliance with export controls, sanctions, and applicable international trade regulations.

7.4
The supplier shall be liable for any financial loss resulting from incorrect origin declarations.

8. Supply Chain Responsibility – Sustainability – Compliance

8.1
The supplier shall comply with applicable human rights, environmental, and supply chain due diligence obligations.

8.2
Elwink reserves the right to audit suppliers where justified.

8.3
Products must comply with applicable regulations including REACH and RoHS.

8.4
Suppliers must provide safety data sheets and required compliance documentation without request.

8.5
Any failure to comply with these obligations shall entitle Elwink to terminate contracts and claim damages.

9. Reservation of Title

All materials, tools, documents, and intellectual property provided by Elwink shall remain its property and must be returned upon completion of the contract. They may not be used for any purpose other than fulfilling the contract.

10. Force Majeure

In the event of force majeure (including war, pandemics, natural disasters, or government actions), contractual obligations shall be suspended for the duration of the event. The affected party must notify the other without delay and take reasonable measures to resume performance.

11. Property Rights and Confidentiality

11.1
The supplier shall ensure that no third-party rights are infringed.

11.2
The supplier shall indemnify Elwink against any claims arising from infringement.

11.3
All intellectual property and work results created under the contract shall belong exclusively to Elwink.

11.4
All documents and information must be treated as strictly confidential.

12. Data Protection

The supplier shall comply with applicable data protection laws and promptly report any data breaches to Elwink.

13. Rights of Retention, Set-Off and Assignment

Set-off shall only be permitted with undisputed or legally established claims. Assignment of claims requires prior written consent.

14. Place of Performance and Jurisdiction

14.1
The place of performance shall be the designated delivery location of Elwink.

14.2
The place of jurisdiction shall be the registered office of Elwink SE.

14.3
The applicable law shall be the governing law of the registered jurisdiction of Elwink SE. The CISG shall be excluded.

15. Final Provisions

15.1
Supplier shall not use Elwink’s name or contractual documents for advertising purposes without prior written consent.

15.2
Applicable Incoterms shall be those valid at the time of contract conclusion.

15.3
This agreement may be translated for reference purposes; however, the governing version shall prevail.

16. Severability Clause

If any provision of these GTCP is invalid or unenforceable, the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid one that most closely reflects the original intent.