Unless otherwise expressly agreed in writing, the following purchasing conditions shall apply to our orders. Any differing conditions of the supplier shall apply only if they have been expressly accepted by us in writing. Without such explicit written acceptance on our part, any differing conditions of the supplier shall not become part of the contract, even if they are mentioned in the offer and/or in the order confirmation. The same shall apply even if we accept all or part of the ordered goods or make payments. The execution of the order by the supplier shall be deemed acceptance of the following conditions, even without an explicit written confirmation.

These conditions, in their most current version, shall also apply to all future transactions with the supplier and only vis-à-vis merchants.

I. Offers

1. The supplier’s offers shall be free of charge and non-binding for us.
2. Orders and other declarations shall only be binding if they have been issued and/or confirmed by us in writing.
3. All drawings, illustrations, specifications, and other documents provided by us to the supplier shall remain our property. They may only be used for the purpose of processing our order. After completion, they must be returned to us immediately and without request, or destroyed upon our demand.
4. The supplier must confirm our order in writing within 5 working days. If no confirmation is received within this period, we shall no longer be bound by the order.
   
   

II. Prices

1. The prices stated in the order are fixed prices and shall be understood as DDP in accordance with Incoterms 2020, including packaging, insurance, and all ancillary costs, unless otherwise agreed in writing.
2. Price changes or additional claims shall only be valid with our prior written consent.
3. Packaging shall only be remunerated if this has been expressly agreed in writing. The supplier is obliged to take back packaging in accordance with statutory provisions or to dispose of it in an environmentally friendly manner.
4. The supplier shall be liable for price changes resulting from missing or incorrect information in its offer.
5. All prices shall apply delivery to our place of business, including packaging and freight costs. If deviations have been agreed in writing, we shall only bear the most economical freight costs. All costs incurred up to the handover to the carrier shall be borne by the supplier.

III. Terms of Payment

1. Unless otherwise agreed, payment shall be made within 30 days net or within 14 days with a 3% cash discount, in each case after complete delivery free of defects and receipt of a verifiable invoice.
2. Invoices may be submitted in electronic form (PDF).
3. Payment periods shall not commence until both the delivery has been completed in full and without defects and a verifiable invoice has been received.
4. Payments shall not constitute acceptance of the delivery or performance as being in conformity with the contract.
5. We shall be entitled to rights of set-off and retention to the extent permitted by law, as well as arising from all group relationships.
6. In the event of defective or delayed delivery, we shall be entitled to withhold payments until full remedy of defects, replacement delivery, or proper performance of the contract.

IV. Assignment and Set-off

1. The supplier shall not be entitled, without our prior written consent (which shall not be unreasonably withheld), to assign its claims against us or to have them collected by third parties. In the case of an extended retention of title, our consent shall be deemed granted.
2. If the supplier assigns its monetary claim against us without our consent contrary to paragraph 1, such assignment shall nevertheless be effective. However, we may, at our discretion, discharge our obligation with effect either to the supplier or to the third party.
3. The supplier shall only be entitled to set off claims that have been acknowledged by us or finally determined by a court of law, or to assert a right of retention based on such claims.

V. Subject of Delivery

1. The content, nature, and scope of the delivery and services shall be determined solely by our order. We are entitled to request changes in the method of execution at any time, as well as corrections of obvious clerical or calculation errors and other mistakes.
2. The drawings, descriptions, etc. belonging to the order shall be binding for the supplier. The supplier shall review the documents and records related to the order for any inconsistencies and shall immediately notify us in writing of any identified or suspected errors. The supplier shall remain solely responsible for drawings, plans, and calculations prepared by it, even if these have been approved by us.
3. Unless further requirements are specified in the order, the delivery items shall be supplied in customary commercial quality and, where DIN standards or equivalent standards exist, in compliance with such standards. The delivery items shall be manufactured and equipped in such a way that they comply with the safety regulations applicable on the date of delivery, in particular accident prevention regulations, and reflect established ergonomic principles.
4. The supplier shall provide us with the following export control data no later than upon delivery of the ordered goods:

• Country of origin
• Customs tariff number

VI. Supplied Materials and Production Equipment

1. Items supplied by us shall be processed and handled for their intended purpose on our behalf and shall remain our property at every stage of processing. If they are processed together with other items not belonging to us, we shall acquire co-ownership of the newly manufactured items in proportion to the value of our supplied items relative to the total value of all items used in production, including the supplier’s processing costs. The same shall apply if our ownership is lost due to mixing or blending.
2. We must be notified immediately of any legal or actual impairment of supplied items.
3. The supplier shall be liable for the loss of or damage to supplied items. In the event of accidental loss or accidental damage to supplied items, the supplier shall have no claim for reimbursement of its expenses for processing or handling such items.
4. Production equipment such as models, samples, molds, drawings, data sheets, etc., which are provided to the supplier by us—regardless of the form—or which are produced by the supplier or by third parties on its behalf according to our specifications, may not be sold, pledged, transferred to third parties, used for third parties, or copied in any way without our written consent. This also applies to items manufactured using such production equipment; they may be delivered exclusively to us unless we expressly agree otherwise in writing. Upon completion of the order, the production equipment shall be returned to us immediately and in proper condition.
5. Models, samples, molds, drawings, data sheets, etc. provided by us—regardless of the form—shall remain our property or shall become our property upon acquisition or manufacture; physical transfer shall be replaced by the supplier holding the items in custody for us. The items must be clearly identified as our property, properly maintained, repaired if necessary, and adequately insured. Section 690 of the German Civil Code (BGB) shall not apply. Together with ownership, we shall also have the right to make the items available to third parties for production. This applies in particular in the event of production difficulties on the part of the supplier. If we request the return of the items, the supplier must comply immediately and may not invoke any right of retention. Notwithstanding the above, we are prepared to allow the supplier to retain possession of the items as long as deliveries are made in accordance with the contract, in particular on schedule and at competitive prices.
6. If the supplier violates the provisions of paragraphs 3 and 4, we shall be entitled, without prejudice to further rights, to withdraw from the contract in whole or in part, to claim damages in lieu of performance, or to demand reimbursement of wasted expenditures.

VII. Delivery Dates and Deadlines

1. Agreed delivery dates and deadlines are binding. The supplier undertakes to inform us immediately as soon as circumstances become apparent that jeopardize or render timely delivery impossible.
2. If the supplier is in default, we shall be entitled, after the unsuccessful expiry of a reasonable grace period, to demand a contractual penalty. In the case of fixed-date transactions, no grace period is required. Further statutory claims (damages, withdrawal, cover purchase) shall remain unaffected.
3. Force majeure shall release the supplier from its obligations only to the extent that the supplier is not responsible for the event and informs us without delay.
4. Partial deliveries or early deliveries require our prior written consent.

VIII. Transfer of Ownership and Risk

1. Ownership and risk shall pass, at our discretion, only upon acceptance at the place of destination or after successful acceptance testing.
2. The supplier shall bear the risk until handover to us or to the recipient designated by us, regardless of the agreed delivery term.
3. Retention of title clauses, including extended or expanded retention of title by the supplier, shall only be recognized if they have been expressly agreed in writing and approved for the specific case.

IX. Execution of Delivery and Acceptance

1. The supplier is obliged to comply with the specifications set out in the order, applicable standards, and stated requirements.
2. Delivery shall be made in customary, proper, and environmentally friendly packaging that ensures safe transport.
3. Each delivery must be accompanied by a delivery note stating our order number and the full description of the goods.
4. In the case of recurring deliveries, consistent quality must be ensured.
5. Changes to the manufacturing process or material composition require our prior written consent.
6. The supplier is obliged to inspect the delivery for quality, completeness, and compliance with our specifications.

X. Import, Customs, and Export Regulations

1. The supplier undertakes to comply with all applicable legal provisions in connection with export, import, transport law, and customs (including sanctions, foreign trade law, and export control regulations).
2. All documents required for import (certificates of origin, customs documents, preference certificates, etc.) must be provided unsolicited, in full, accurately, and in a timely manner.
3. The supplier shall be liable for all damages, costs, and expenses incurred by us as a result of non-compliance with these regulations.

XI. Origin and Preference Information

1. The supplier undertakes to provide us, upon request and without delay, with long-term supplier declarations in accordance with the applicable EU regulations in force at the time.
2. Any changes to the origin or preferential status of the delivered goods must be communicated to us immediately and without request in writing.

XII. Warranty / Defects Rights / Production Inspections / Technical Acceptance

1. Statutory liability for defects shall apply without limitation. The limitation period for defect claims shall be at least 24 months from delivery, unless a longer period is prescribed by law.
2. We shall be entitled, at our discretion, to have defects remedied by repair or replacement delivery at the supplier’s expense if there is imminent danger or particular urgency.
3. Defects shall be deemed to have been notified in due time if they are reported in writing within 10 working days after discovery. Section 377 of the German Commercial Code (HGB) shall remain unaffected.
4. The supplier shall be liable for all direct and indirect damages resulting from defective delivery, insofar as these are attributable to the supplier or its agents.
5. The supplier guarantees that the delivered products are free from third-party intellectual property rights infringements and comply with all applicable legal and official regulations.
6. We reserve the right, during production and prior to delivery, to inspect at the supplier’s and its sub-suppliers’ facilities the quality of the materials used, dimensional and quantity accuracy, and other quality aspects of the manufactured parts, as well as compliance with the other requirements of the order.
7. If we have reserved the right to carry out a technical acceptance of the finished delivery item at the supplier’s premises, either by ourselves or by a third party commissioned by us, the supplier must notify us or the commissioned third party in writing of readiness for acceptance 14 days prior to delivery. The costs arising from such acceptance shall be borne by the supplier.
8. Production inspections and/or technical acceptance shall not release the supplier from its performance and/or warranty obligations.

XIII. Liability / Product Liability

1. The supplier shall be liable without limitation in accordance with statutory provisions.
2. The supplier shall indemnify us against all third-party claims arising from product defects, violations of safety regulations, or other breaches of duty attributable to the supplier or its sub-suppliers.
3. The supplier is obliged to maintain, at its own expense, adequate product liability insurance (minimum €10,000,000 lump sum for personal injury and property damage) and to provide proof of such insurance upon request.
4. The supplier undertakes to regularly review compliance with these provisions and to inform us of any changes without being requested to do so.
5. Further statutory claims, in particular for damages and recourse (§ 478 of the German Civil Code – BGB), shall remain unaffected.

XIV. REACh / RoHS and Environmental Regulations

1. Environmental protection is an integral part of our quality requirements. One of our fundamental principles is to produce in an environmentally friendly manner and to keep energy consumption as low as possible.
2. The supplier is requested to support us in achieving these objectives in the course of its activities. In procurement of goods and services, environmental compatibility and energy efficiency, in addition to price and cost-effectiveness, constitute essential purchasing criteria. We reserve the right to verify compliance with this with the supplier after coordination.
3. Compliance with our environmental protection rules is a fundamental condition for all contractual relationships with the supplier. Non-compliance may result in termination of the business relationship.
4. The supplier undertakes to comply with all environmental laws applicable to the production, distribution, and delivery of products under European Union law and the relevant national legal systems. This includes, in particular, Regulation (EC) No. 1907/2006 (“REACh Regulation”), Directive 2011/65/EU (“RoHS Directive”), and Regulation (EU) 2019/1021 on persistent organic pollutants (“POP Regulation”), in their respective current versions.
5. The supplier guarantees that all delivered substances, preparations, or products are, where required, pre-registered, registered, or authorized in accordance with the REACh Regulation. Furthermore, they shall not contain any substances classified as Substances of Very High Concern (SVHC) under the REACh Regulation or the candidate list of the European Chemicals Agency (ECHA), unless we have given express written consent.
6. The supplier undertakes to regularly review compliance with these regulations and to inform us of any changes without being requested to do so.
7. The supplier ensures that the delivered products comply with the applicable limit values and substance prohibitions under the RoHS Directive and the POP Regulation.
8. The supplier shall immediately inform us in writing if the composition, substance status, or regulatory requirements change.
9. Upon request, the supplier shall immediately provide the purchaser with all relevant safety data sheets, declarations of conformity, and information necessary to fulfill the information obligations under Art. 33 REACh. Any changes in substance composition or new knowledge about contained substances must be communicated to the purchaser in writing without delay.
10. The supplier shall be liable for all damages, costs, and third-party claims incurred by the purchaser due to non-compliance with the foregoing regulations and shall indemnify the purchaser against all such claims.
11. The supplier shall carry out a quality and environmental control of its products that is appropriate in type and scope and in accordance with the latest state of the art.
12. We expect the supplier to continuously align the quality of products supplied to us with the latest state of the art and to inform us of potential improvements and technical changes. Any changes to the delivery item require our prior written consent in all cases.
13. The supplier undertakes to comply with all statutory safety and environmental regulations.
    
    

XV. Withdrawal

1. We shall be entitled to withdraw from the contract in whole or in part without compensation if the supplier’s creditworthiness or ability to deliver deteriorates to such an extent that, in our opinion, performance of the contract is jeopardized, if the supplier ceases payments, if insolvency proceedings are opened over its assets, or if the opening of insolvency proceedings is denied due to lack of assets.
2. If, due to circumstances for which we are not responsible—particularly force majeure—the fulfillment of our contractual obligations becomes impossible or substantially more difficult, we may cancel the contract in whole or in part or demand performance at a later date, without the supplier being entitled to any claims against us.

XVI. Intellectual Property / Tools / Documentation

1. We retain ownership and copyright of drawings, models, samples, tools, and other documents provided by us. They may not be made accessible to third parties or used for other purposes without our consent.
2. Tools and devices that are manufactured according to our specifications or at our expense shall become our property or be available for our exclusive use.
3. The supplier shall ensure that its deliveries do not infringe third-party intellectual property rights and shall indemnify us against all claims. This also applies to deliveries from third parties to the supplier that are subsequently passed on to us.

XVII. Data Protection

1. In accordance with the German Federal Data Protection Act (BDSG) and the European General Data Protection Regulation (GDPR), we process and store the supplier’s personal data for the fulfillment of business purposes and objectives. The supplier is hereby informed of the initial storage of their personal data.
2. The supplier undertakes to comply with and implement the provisions of the BDSG and the GDPR.
3. The supplier undertakes to collect, process, disclose, make accessible, or otherwise use personal data solely for the purpose of fulfilling the contract and to store it only as long as necessary to meet statutory retention obligations. Any transfer of personal data to third parties requires our prior written consent, unless the supplier is legally obliged to do so. Processing is necessary for the performance of a contract to which the data subject is a party or for carrying out pre-contractual measures at the request of the data subject. The supplier ensures that all personnel involved in this assignment are trained in data protection prior to their deployment and are obligated, during and after their assignment, to maintain data confidentiality in accordance with § 5 BDSG and not to collect, process, or use personal data without authorization. The supplier shall exercise due care to ensure that all persons involved in handling and fulfilling the order comply with legal data protection requirements, including the GDPR, and do not disclose or otherwise exploit information obtained from our operations.
4. The contact details of our Data Protection Officer can be found at https://www.ulman.de/en/data-protection/ . Upon request, the supplier shall provide all required information to our Data Protection Officer, demonstrate compliance through a data protection concept if necessary, and submit requested documents.
5. All data protection obligations under this agreement shall continue to apply after the termination of existing or anticipated business relationships between the parties.

XVIII. Confidentiality

All business and technical information that becomes known to the supplier in the course of the business relationship shall be treated as strictly confidential and may only be used for the execution of our orders.

XIX. Supplier’s Employees

1. The supplier may only deploy foreign employees requiring a work permit to fulfill its contractual obligations if they are employees of the supplier. Furthermore, these employees must possess a valid residence permit (including work authorization) and, if applicable, an additional sheet to the residence permit or a temporary fictitious certificate. The supplier must verify that these requirements are met before the employees commence work.
2. By accepting the order, the supplier declares to us that no investigations under the German Posted Workers Act (Posterity of Employees Act) have been conducted against it, or that such investigations have been without result.
3. The supplier undertakes to pay, in accordance with statutory and collective bargaining provisions—particularly the Posted Workers Act, the Minimum Wage Act, and applicable collective agreements—the legally required minimum wage and agreed-upon supplements, including contributions to social security, employment promotion, and social protection, to employees and marginally employed staff.
4. The supplier undertakes to inform us immediately if any investigations are initiated or conducted by the competent authority against it due to violations of work permit or residence regulations, or due to breaches of the Posted Workers Act.

XX. Place of Performance, Jurisdiction, Applicable Law, Severability Clause

1. The place of performance for deliveries and services shall be the destination specified by us; for payments, our business headquarters in Germany.
2. The place of jurisdiction shall, to the extent legally permissible, be our business headquarters in Germany.
3. All legal relationships arising from or in connection with our orders shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and international private law.
4. Should individually provisions of these terms and conditions or the supply contract be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be interpreted in such a way that the intended legal and economic purpose is achieved. The same shall apply if, during the execution of the contract, a contractual gap requiring supplementation becomes apparent. The contractual parties undertake to immediately replace the invalid provisions with legally effective agreements or to close the contractual gap.

Status: 31.03.2026