Supplier Terms and Conditions 

§ 1 Scope

(1) All deliveries, services and offers provided by the supplier (hereinafter referred to as "Supplier") to RAYLASE GmbH (hereinafter referred to as "RAYLASE") are based exclusively on these Supplier Terms and Conditions. These are an integral part of all contracts that RAYLASE concludes with its supplier for the deliveries and services offered by the supplier. They also apply to all future deliveries, services or offers to RAYLASE, even if they are not separately agreed again.

(2) The terms and conditions of RAYLASE's supplier or third parties shall not apply, even if RAYLASE does not separately object to their validity in individual cases. Even if RAYLASE refers to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of the terms and conditions of RAYLASE's supplier or third parties.

§ 2 Offers

(1) Enquiries made by RAYLASE to the supplier regarding its products and delivery conditions are not binding on RAYLASE. The same applies to requests by RAYLASE for quotations.

(2) Offers and cost estimates from the supplier are provided free of charge and do not constitute any obligation on the part of RAYLASE.

(3)The supplier must expressly notify RAYLASE in writing of any deviations from the product specifications specified by RAYLASE in the enquiry. These deviations from the product specifications may only be implemented with the express consent of RAYLASE.

(4) A contract shall be concluded between the supplier and RAYLASE if the supplier accepts the order from RAYLASE in writing within 3 days of receipt by the supplier at the latest. The date of receipt of the order confirmation by RAYLASE shall be decisive for the timely confirmation of the order.

(5) If the supplier does not accept RAYLASE's order within 3 days of receipt by means of confirmation in writing or delivery, RAYLASE shall be entitled to revoke the order.

(6) RAYLASE is entitled to change the time and place of delivery as well as the type of packaging at any time in writing with a notice period of at least 7 calendar days before the agreed delivery date to . The same applies to changes in product specifications, provided that these can be implemented within the supplier's normal production process without significant time expenditure, whereby in such cases the notice period according to the preceding sentence shall be at least 7 days. RAYLASE shall reimburse the supplier for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided in the supplier's normal production and business operations with reasonable effort, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify RAYLASE in writing of any additional costs or delivery delays to be expected based on a careful assessment in good time before the delivery date, but at least within 7 working days of receipt of the notification from RAYLASE in accordance with sentence 1.

(7) RAYLASE shall be entitled to terminate the contract in writing at any time, stating the reason, if RAYLASE can no longer use the ordered products in its business operations due to circumstances that have arisen after the conclusion of the contract. In this case, RAYLASE shall reimburse the supplier for the partial performance rendered by him.

(8) The supplier may not pass on the order from RAYLASE to third parties for fulfilment without the written consent of RAYLASE.

§ 3 Prices, terms of payment, invoice details

(1) The agreed prices are net fixed prices. Value added tax is included in the price unless it is specified as an additional component of the price. The price stated in the order is binding.

(2) Unless otherwise agreed in writing, the price includes delivery and transport to the RAYLASE shipping address specified in the contract, including packaging, customs duties, insurance, fees, taxes and other ancillary costs.

(3) Unless otherwise agreed in writing between the parties, RAYLASE shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% discount or within 30 days net. The receipt of the transfer order by RAYLASE's bank shall suffice for the timeliness of the payments owed by RAYLASE.

(4) All order confirmations, delivery documents and invoices must state the order number, item number, delivery quantity and delivery address of RAYLASE. If one or more of these details are missing and this delays processing by RAYLASE in the normal course of business, the payment periods specified in paragraph 3 shall be extended by the period of the delay.

(5) The supplier is only entitled to offset or assert rights of retention with undisputed or legally established monetary claims.

§ 4 Delivery time and deliveries, transfer of risk

(1) The delivery time (delivery date or delivery period) specified by RAYLASE in the order is binding. Early deliveries are not permitted.

(2) In order to comply with the delivery period, it is necessary that RAYLASE be provided with the product at the agreed location, the place of performance, at the agreed time.

(3) The delivery dates agreed between RAYLASE and the supplier must be bindingly adhered to by the supplier.

(4) The supplier is obliged to inform RAYLASE immediately in writing if circumstances arise or become apparent which mean that the delivery time cannot be met.

(5) If the latest date on which delivery must take place can be determined on the basis of the contract, the supplier shall be in default at the end of this day without RAYLASE having to issue a reminder.

(6) In the event of a delay in delivery, RAYLASE shall be entitled to the full extent of its statutory rights, including the right to withdraw from the contract and the right to claim damages in lieu of performance after the expiry of a reasonable grace period.

(7) If the supplier is in default of delivery for reasons for which it is responsible, it shall owe RAYLASE a contractual penalty of 0.5%, max. 5% of the respective order value for each week of delay in delivery commenced. The contractual penalty shall be offset against the damage caused by the delay to be compensated by the supplier.

(8) The supplier is not entitled to make partial deliveries without the prior written consent of RAYLASE.

(9) Even if shipment has been agreed, the risk shall only pass to RAYLASE when RAYLASE takes delivery of the product at the agreed destination.

(10)  The supplier shall insure the products adequately at its own expense for the duration of transport.

§ 5 Retention of title

(1) RAYLASE reserves the right of ownership or copyright to orders placed by RAYLASE, contracts and drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier may not make these available to third parties or use or reproduce them itself or through third parties without the express consent of RAYLASE. The supplier must return these documents in full to RAYLASE at RAYLASE's request if they are no longer required by the supplier in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Any copies made by the supplier shall be destroyed in this case, with the exception of storage within the scope of statutory retention obligations ( ) and the storage of data for backup purposes within the scope of normal data backup.

(2) Samples provided by RAYLASE to the supplier remain the property of RAYLASE. They must be marked by the supplier as the property of RAYLASE, stored carefully, protected against damage of any kind and used only for the purposes of the contract. The supplier shall immediately notify RAYLASE of any damage to these items that is not insignificant. Upon request, the supplier is obliged to return the item to RAYLASE in proper condition if it is no longer required by the supplier to fulfil the contracts concluded with RAYLASE.

(3) The supplier's retention of title shall only apply insofar as it relates to RAYLASE's payment obligations for the respective products to which the supplier retains title. In particular, extended or prolonged retention of title is not permitted.

§ 6 Origin of the product

 At RAYLASE's request, the supplier shall provide a certificate of origin / statement of origin for the (preferential) origin of the product.

§ 7 Warranty claims

(1) In the event of defects, RAYLASE shall be entitled to the full extent of its statutory claims. The supplier warrants the agreed quality, design, type, quality, quantity and the expressly guaranteed properties of the contractual service in accordance with the statutory provisions. Excess or short deliveries are only permitted after prior written agreement with RAYLASE. However, contrary to the statutory provisions, the warranty period is 36 months.

(2) Deviations in quality and quantity shall in any case be deemed to have been reported in good time if RAYLASE notifies the supplier thereof within 14 days of receipt of the goods by RAYLASE. Hidden material defects shall in any case be deemed to have been reported in good time if the supplier is notified thereof within 14 days of their discovery.

(3) If a defect within the meaning of paragraph 2 is discovered, RAYLASE shall be entitled to withhold payment until the supplier has fulfilled its warranty obligations.

(4) Upon receipt of the written notice of defect from RAYLASE by the supplier, the limitation period for warranty claims within the meaning of paragraph 1 shall be suspended until the supplier rejects the claims or declares the defect to have been remedied or otherwise refuses to continue negotiations on RAYLASE's claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall recommence.

§ 8 Product liability

(1) In the event that RAYLASE is held liable for product liability, the supplier is obliged to indemnify RAYLASE against such claims, if and to the extent that the damage was caused by a defective product supplied by the supplier. If RAYLASE is obliged to carry out a recall campaign against third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs incurred by RAYLASE in connection therewith.

(2) The supplier undertakes to maintain product liability insurance with sufficient coverage to cover typical and foreseeable risks. The supplier shall provide RAYLASE with a copy of the insurance policy upon request.

§ 9 Rights of retention

The supplier may only assert a right of retention against RAYLASE if its counterclaims arise from the same contractual relationship.

§ 10 Property rights

(1) The supplier assures RAYLASE that all products delivered by it are free of third-party property rights and, in particular, that the delivery and use of the products do not infringe any third-party industrial property rights or copyrights.

(2) If the supplier culpably violates the obligation referred to in paragraph 1, it shall indemnify RAYLASE against claims by third parties and reimburse RAYLASE for any costs and expenses incurred by RAYLASE in this regard.

(3) Further legal claims by RAYLASE due to legal defects in the products delivered to RAYLASE remain unaffected.

§ 11 Spare parts supply

(1) The supplier is obliged to maintain a spare parts supply for the products delivered to RAYLASE for a period of at least 10 years from delivery of the products.

(2) In the event that the supplier is itself the manufacturer of the products and intends to discontinue production, it shall notify RAYLASE immediately after the decision to discontinue production has been made. The supplier shall inform RAYLASE in writing of its decision to discontinue production at least 3 months before production is discontinued in order to enable RAYLASE to place an order to stock up on the product.

§ 12 Prohibition of assignment

The supplier is not permitted to assign claims arising from the contractual relationship to third parties without the express consent of RAYLASE, unless these are monetary claims.

§ 13 Confidentiality

(1) The supplier is obliged to keep the terms and conditions of the order and all information and documents provided to it by RAYLASE for this purpose confidential for a period of 3 years after conclusion of the contract, unless these are demonstrably publicly available, and to use them only for the execution of the order. The supplier shall return these to RAYLASE immediately upon request after completing enquiries or processing orders.

(2) Without the prior written consent of RAYLASE, the supplier may not refer to the business relationship with RAYLASE in advertising material, brochures, etc., and may not exhibit products manufactured for RAYLASE.

(3) The supplier shall oblige its subcontractors to comply with this § 12.

§ 14 Data protection

(1) The supplier agrees that RAYLASE may store and process the supplier's personal data to the extent necessary for the fulfilment and processing of the order.

(2) In this respect, RAYLASE complies with the General Data Protection Regulation (GDPR) and the relevant data protection laws and regulations.

§ 15 Formal requirements

Declarations of intent in connection with these supplier terms and conditions must be made in writing to be effective. The written form shall also be deemed to have been observed if the declaration of intent is transmitted by fax, remote data transmission or other electronic means.

§ 16 Other provisions

Should any of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions.

§ 17 Place of performance, place of jurisdiction, applicable law

(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Munich.

(2) The contracts concluded between RAYLASE and the supplier are subject to the law of the Federal Republic of Germany, excluding the Convention on the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods).