§ 1 Scope

1. These General Terms and Conditions of Purchase apply to all orders, deliveries, and services provided to IHF GmbH & Co. KG Industrial High Load Fasteners, Steinwiese 8, 59872 Meschede (“IHF”), unless otherwise expressly agreed in writing.
2. These General Terms and Conditions of Purchase apply exclusively to business entities as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
3. Deviations from these General Terms and Conditions of Purchase are effective only if they have been expressly confirmed by IHF in writing as deviations. The supplier’s general terms and conditions shall not become part of the contract, even if the supplier refers to them in offers, order confirmations, delivery notes, invoices, or other documents and IHF does not expressly object to them.
4. These General Terms and Conditions of Purchase, in the version valid at the time of the order, shall also apply to future orders, deliveries, and services to IHF, without IHF being required to refer to them again in each individual case.
5. Rights and obligations arising from the respective order exist exclusively between the supplier and IHF.

§ 2 Orders and Order Processing

1. For the purposes of these General Terms and Conditions of Purchase, the term “order” refers to an individual order placed by IHF, including the delivery or service specified therein.
2. Orders, call-offs, and other instructions are issued by IHF in writing, specifying the order number.
3. The order may specify, in particular, the subject matter of the delivery, quantity, price, delivery date, delivery location, processing steps, shipping or direct delivery addresses, as well as requirements for inspection and delivery documentation.
4. The supplier shall confirm orders in writing within five (5) business days of receipt.
5. If no order confirmation is received within the five (5) business day period, IHF is entitled to cancel the order until the order confirmation is received.
6. Order confirmations must include at least the IHF order number and the IHF item number, if specified in the order, and must clearly identify the ordered items.
7. Order confirmations are valid only to the extent that they correspond to the order. Deviations, additions, or restrictions become effective only if IHF expressly agrees to them in writing.
8. Changes to an order—in particular changes to quantities, deadlines, prices, delivery locations, or specifications—require an agreement in writing. The supplier must immediately, and no later than within five (5) business days, notify IHF in writing of any effects a change may have on price, deadlines, quality, documentation, or feasibility; a change becomes effective only once these effects have been agreed upon in writing.
9. Orders do not impose any obligation on IHF to purchase certain minimum quantities or to allocate certain volumes. Forecasts, call-off schedules, or other notices of demand are intended solely for planning purposes and are binding only to the extent that this is expressly agreed in writing.

§ 3 Contract Documents

1. These General Terms and Conditions of Purchase govern the general terms and conditions for deliveries and services to IHF.
2. The specific delivery or service is set forth in the respective purchase order. The technical specifications are set forth in the technical documents specified in the purchase order, in particular drawings, specifications, and standards, in the versions specified therein.
3. Quality, testing, and documentation requirements, as well as other processes, are set forth in these General Terms and Conditions of Purchase, the respective purchase order, and the documents expressly referenced in the purchase order.
4. In the event of any conflicts, individual agreements and the respective purchase order shall take precedence over these General Terms and Conditions of Purchase. For technical requirements, the drawings, specifications, and standards expressly referenced in the purchase order, in the version specified therein, shall be authoritative. Supplementary quality, testing, and documentation requirements shall apply to the extent that they are expressly incorporated into the purchase order or the documents referenced therein.
5. Prior to fulfilling the order, the Supplier shall verify whether the documents provided to it are complete, plausible, and sufficient for performance in accordance with the contract. If the Supplier identifies any ambiguities, contradictions, omissions, or apparent errors, it must immediately notify IHF thereof in writing.
6. The supplier is obligated to deliver the goods or perform the services in accordance with the drawings, specifications, and standards referenced in the order. Deviations from these are permitted only with IHF’s prior express written approval.
7. Deviations, changes, changes in materials or processes, as well as the use of alternative subcontractors or manufacturing locations, are permitted only with IHF’s prior written approval, to the extent that such changes may affect quality, conformity, traceability, deliverability, or documentation.
8. The supplier shall ensure that its deliveries and services comply with the applicable legal and regulatory requirements as well as the contractually agreed-upon norms, specifications, and standards. Upon request by IHF , the supplier must provide the necessary evidence, certificates, and declarations.

§ 4 Prices, Invoices, and Payment

1. The prices specified in the respective purchase order shall apply. If a quotation or price list serves as the basis, the purchase order must clearly reference it, in particular by quotation number, quotation date, price list designation, or other unambiguous reference.
2. Unless expressly agreed otherwise, prices are fixed prices plus applicable sales tax and include all ancillary services and incidental costs, in particular packaging, transportation, customs duties, levies, and other costs, to the extent that these are to be borne by the supplier in accordance with the agreed terms of delivery.
3. Price changes, surcharges, price adjustments, or other modifications are effective only if they have been expressly agreed upon in writing prior to delivery or performance. Unilateral price changes by the supplier are excluded.
4. Surcharges, in particular alloy, scrap, energy, gas, or other surcharges, may only be charged if the type of surcharge, unit, and basis for calculation were specified in advance in the supplier’s offer and were expressly accepted by IHF upon placing the order or in a price agreement. Without such an agreement, there is no entitlement to surcharges. Other or additional surcharges are excluded.
5. Invoices must be submitted, to the extent required by law, in a legally permissible structured electronic invoice format. Other invoices must, to the extent permissible, be submitted in digital form via email to accounting@ihf-fasteners.com, unless another method of transmission has been agreed upon with IHF.
6. An invoice is deemed to have been properly issued if it is received by IHF in a legally permissible electronic invoice format or in an invoice format agreed upon with IHF and meets the requirements of this chapter. The commencement of payment periods is determined by the receipt of the properly issued invoice as well as the receipt of the delivery or service in accordance with the contract.
7. Invoices must include at least the order number, line items, item description, and IHF’s item number (if specified in the order), and must clearly identify the quantities delivered. If agreed upon, the base price and surcharges must be listed separately. The invoice must also contain the mandatory value-added tax information applicable to the respective transaction.
8. Invoices that are not sent to the address specified in this chapter or that do not meet the above requirements shall not be considered properly issued; the payment period shall not begin until a properly issued invoice is received.
9. Payment shall be made net within 30 days of receipt of a properly issued invoice and receipt of the delivery or service in accordance with the contract, unless expressly agreed otherwise.
10. IHF is entitled to set off counterclaims against the supplier’s claims and to withhold or reduce payments to the extent that IHF is entitled to counterclaims or defenses, in particular due to defects, default, or other breaches of obligation. The supplier is entitled to set off claims or assert rights of retention only to the extent that its counterclaims are undisputed or have been established by a final and binding judgment.
11. Any assignment of the Supplier’s payment claims against IHF shall be governed by Section 17 of these General Terms and Conditions of Purchase.

§ 5 Delivery and Logistics

1. Deliveries shall be made in accordance with Incoterms^® 2020. Unless otherwise expressly agreed in writing, deliveries shall be made DDP Meschede, Steinwiese 8, 59872 Meschede, Incoterms^® 2020.
2. The supplier shall bear all costs and ancillary services for which it is responsible under the respective agreed delivery terms. Any fees, surcharges, or ancillary costs beyond this—in particular additional packaging, transportation, toll, customs, or processing fees—are reimbursable only if they have been expressly agreed upon in writing in advance.
3. The supplier shall deliver to the delivery location specified in the purchase order or to the receiving point designated there. A third party designated by IHF, in particular a downstream processor or service provider, shall accept the delivery exclusively as a receiving point on behalf of IHF; an acknowledgment or confirmation of receipt by this party shall be deemed confirmation of receipt, but not acceptance or acknowledgment of conformity with the contract.
4. Delivery dates and delivery periods are binding. The decisive factor is the receipt of the complete and contractually compliant delivery at the delivery location specified in the order or at the receiving point designated there.
5. The supplier must actively monitor the agreed delivery dates. If the supplier realizes that a delivery date cannot be met, in whole or in part, the supplier must immediately notify IHF in writing and, at the same time, submit a realistic alternative date as well as an action plan to ensure the delivery date is met.
6. Changed delivery dates, partial delivery dates, or other deviations from the schedule shall only take effect if IHF expressly confirms them in writing. A unilateral postponement by the supplier is excluded.
7. Early deliveries require IHF’s prior written consent. IHF is entitled to reject uncoordinated early deliveries at the supplier’s expense and risk or to store them until the agreed delivery date. In this case, payment periods shall not begin before the agreed delivery date and receipt of a properly issued invoice.
8. In the event of default, IHF is entitled to its statutory rights. In particular, IHF is entitled, at its option, to insist on delivery and demand compensation for damages resulting from the default, to set a reasonable grace period, and, upon its fruitless expiration, to withdraw from the order in whole or in part and/or to claim damages.
9. If the supplier is in default with a delivery or service, IHF is entitled to claim a lump-sum compensation for damages due to default in the amount of 0.5% of the net value of the portion of the delivery or service affected by the default for each week of default; for partial weeks, the lump sum is calculated pro rata based on calendar days. The lump-sum amount is limited to a total of 5% of this net value. If the delay in a part of the delivery or service prevents the contractual use of the entire affected order, the net value of the entire order shall be decisive. The Supplier reserves the right to prove that IHF has incurred no damage or significantly less damage. IHF reserves the right to prove and claim higher damages resulting from the delay; the flat-rate fee shall be offset against any further claim for damages.
10. Any special measures required to maintain or restore delivery capability—in particular, special trips, express deliveries, additional shifts, or other measures to expedite delivery—shall be borne by the supplier to the extent that the supplier is responsible for the delay.
11. Short deliveries are not permitted. Unless otherwise required by production processes or standard commercial practice, excess deliveries of up to five percent (5%) per order line are permitted, provided that this does not result in any significant disadvantages for IHF. Excess deliveries exceeding five percent (5%) as well as partial deliveries require IHF’s prior written consent.
12. The supplier shall ensure that the information on the delivery note, shipping labels, and other delivery documents is completely and accurately taken from the respective order and that the delivery can be unambiguously matched to the order.
13. The delivery note must be enclosed with the shipment. If required by IHF or specified in the order, the supplier shall also provide the delivery note in electronic form no later than the day of shipment.
14. Test reports, certificates of conformity, and material certificates—to the extent they are required to be provided pursuant to the order, specification, or other agreement—must be submitted no later than upon delivery or as specified in the order. IHF is entitled to postpone acceptance or further processing of the delivery until the required documentation is received, to the extent such documentation is necessary for the inspection, allocation, or use of the delivery.
15. Acceptance, acknowledgment, incoming goods inspections, inspection notes, or payments do not constitute acceptance or acknowledgment of conformity with the contract and do not affect IHF’s rights.

§ 6 Packaging, Labeling, and Packaging Law

1. The Supplier shall package the goods in a manner that ensures safe transport, is appropriate, and prevents damage, corrosion, contamination, and mixing.
2. The packaging must be appropriate for the type, weight, sensitivity, and route of transport of the goods. Any specific packaging, corrosion protection, labeling, or shipping requirements specified by IHF must be complied with, to the extent that they are set forth in the purchase order or in the referenced documents.
3. If necessary, the goods must be packaged by batch. Mixing different batches within a single packaging unit is not permitted if this could impair the traceability, inspection, or use of the goods.
4. Each packaging unit must be labeled with at least the IHF part number, the description of the goods, the quantity, and, where applicable, the batch number.
5. Pallets must be clearly and permanently marked. The marking must include at least the IHF part number and the quantity, as well as the batch number, if applicable.
6. IHF may specify different or additional packaging and labeling requirements on a per-order basis. The version specified in the order or in the referenced documents shall prevail.
7. Any damage, additional expenses, or delays attributable to improper packaging, labeling, or documentation shall be borne by the supplier, to the extent that the supplier is responsible for them.
8. The supplier shall ensure that all packaging used or supplied by it for deliveries to IHF complies with the applicable packaging regulations, in particular Regulation (EU) 2025/40 on Packaging and Packaging Waste (PPWR), the Packaging Law Implementation Act (VerpackDG), and the implementing regulations issued thereunder. The supplier shall fulfill the registration, authorization, system participation, labeling, information, take-back, recycling, and documentation obligations applicable to it.
9. Upon request, the supplier shall provide IHF with all information and evidence regarding the packaging used that is necessary for verifying legal compliance or for fulfilling IHF’s own legal obligations, in particular details on material type and composition as well as, where applicable, evidence of registration, authorization, conformity, and recycling.
10. To the extent that the supplier is subject to statutory take-back or recycling obligations, the respective place of delivery shall, to the extent permitted by law, be deemed the return location; the supplier shall bear the costs of take-back and proper recycling. IHF is entitled to make the affected packaging available there for pickup. If the supplier fails to comply with its take-back obligation within a reasonable period despite being requested to do so, IHF is entitled to arrange for proper recycling or disposal at the supplier’s expense. Any deviating agreements must be in writing.

§ 7 Quality Assurance, Inspections, and Documentation

1. The supplier shall ensure that deliveries and services comply with the contractually agreed requirements, in particular the technical documents, drawings, specifications, and standards referenced in the purchase order, as well as the relevant statutory and regulatory requirements.
2. The Supplier shall maintain an effective quality management system appropriate to the nature and scope of the deliveries and services. The Supplier shall have suitable organizational and technical measures in place to ensure consistent product and process quality. Measuring and testing equipment used must be suitable for its intended purpose and monitored appropriately.
3. If the supplier is not the manufacturer of the delivered items, the supplier shall ensure that the requirements of these General Terms and Conditions of Purchase, the purchase order, and the referenced documents are complied with throughout the supply chain. The supplier remains responsible to IHF for the contractual quality and conformity of the deliveries and services.
4. The supplier shall perform the tests necessary to ensure conformity and provide the contractually agreed-upon evidence. The scope, type, and format of test and delivery documentation are specified in the purchase order, the referenced documents, or an express agreement in writing.
5. The supplier shall ensure adequate traceability to the extent required by the nature of the delivered items, the purchase order, the referenced documents, or legal requirements. Where necessary, the supplier shall label deliveries by batch and ensure their association with relevant manufacturing and inspection records.
6. The supplier shall immediately notify IHF in writing if deviations from agreed-upon requirements are detected or are to be expected, if changes to materials, supply sources, manufacturing or testing processes, tools, inspection criteria, production sites, or key subcontractors are planned, or if other circumstances arise that may affect quality, conformity, traceability, deliverability, or documentation.
7. Deviations and changes may only be implemented in writing after prior express approval by IHF, unless mandatory legal requirements necessitate immediate implementation; in such cases, IHF must be notified immediately.
8. IHF is entitled, upon reasonable advance notice and during normal business hours, to conduct audits or inspections or to have them conducted by third parties, to the extent necessary to assess compliance with the contractual requirements. To this end, the supplier shall grant access to the areas, processes, and quality-related documents relevant to the delivery or service, provided that no overriding intellectual property rights or compelling confidentiality interests preclude such access. In such a case, equivalent evidence must be provided.
9. If deviations are identified in the course of inspections, complaints, or audits, the Supplier shall immediately implement appropriate corrective and preventive measures and, upon request, submit to IHF in writing a suitable action plan including a root cause analysis, corrective actions, a timeline, and, where appropriate, proof of effectiveness.
10. An audit, an inspection, or IHF’s participation in inspections shall neither release the supplier from its contractual obligations nor limit IHF’s rights.

§ 8 Notice of Defects and Warranty

1. IHF shall inspect the delivery upon receipt as part of its operational procedures and only to the extent that is reasonable given the nature and scope of the delivery and technically feasible. The inspection may be limited, in particular, to identity, quantity, externally visible damage, and a plausibility check of the accompanying documents; random sampling is permitted. There is no obligation to examine the internal condition or to verify test certificates through IHF’s own material tests unless there are concrete indications of a defect.
2. IHF shall notify the supplier in writing of any obvious defects, incorrect deliveries, and quantity discrepancies within ten (10) business days of receipt of the goods.
3. IHF shall notify the supplier in writing of defects that are not detectable during a proper incoming goods inspection within ten (10) business days of their discovery. In the case of direct deliveries to customers or other receiving locations designated by IHF, the period begins upon discovery of the defect by IHF or the respective receiving location.
4. The notification shall enable the supplier to clearly identify the goods in question. There are no further formal requirements.
5. Acceptance, acknowledgment, incoming goods inspections, inspection notes, or payments do not constitute acceptance or acknowledgment of conformity with the contract and do not affect IHF’s rights.
6. The supplier warrants that, upon transfer of risk, the goods possess the agreed-upon quality, comply with the technical requirements referenced in the purchase order, are free from material and legal defects, and are suitable for the use specified in the contract.
7. In the event of a defect, IHF is entitled to the statutory warranty rights. IHF is entitled, at its option, to demand subsequent performance in the form of repair or replacement, unless one form of subsequent performance is unreasonable for the supplier.
8. Subsequent performance must take place without delay. The supplier shall bear all expenses necessary in connection with the subsequent performance, in particular costs for transportation, packaging, removal and installation, testing, sorting, and rework, as well as any necessary expedited or special shipments. This also includes reasonable and documented costs incurred by IHF’s downstream processors or service providers in connection with defects.
9. If IHF is required to bear expenses vis-à-vis a customer due to a defect that already existed at the time of transfer of risk to IHF, the supplier shall reimburse IHF for these necessary and reasonable expenses in accordance with statutory provisions. Statutory rights of recourse, in particular under Sections 445a and 445b of the German Civil Code (BGB), remain unaffected.
10. For items replaced or repaired as part of subsequent performance, the statute of limitations regarding the same defect shall begin anew, to the extent permitted by law.
11. If the subsequent performance fails, is refused, is not performed within a reasonable period, or is unreasonable for IHF, IHF may, at its option, withdraw from the contract, reduce the purchase price, and/or claim damages or reimbursement of futile expenses in accordance with statutory provisions.
12. IHF is entitled to take or arrange for the necessary measures to mitigate damages and ensure its own ability to deliver—in particular, inspection, sorting, rework, retrofitting, or procurement of replacement goods—provided that the supplier does not initiate appropriate measures after the fruitless expiration of a reasonable period. Further rights of IHF remain unaffected.
13. Rights arising from legal defects, in particular in the case of infringements of intellectual property rights, remain unaffected; the supplier is obligated to enable IHF to use the goods in accordance with the contract.
14. Claims for defects shall be barred after 36 months from delivery of the goods or, if acceptance has been agreed upon, from the date of acceptance. Longer statutory limitation periods, in particular for goods that have been used in a structure in accordance with their customary use and have caused the structure’s defectiveness, remain unaffected.

§ 9 Liability, Product Liability, Recall, and Insurance

1. The Supplier shall be liable in accordance with statutory provisions, unless otherwise provided for in these General Terms and Conditions of Purchase.
2. The Supplier shall be liable without limitation, in particular,
   a) in cases of willful misconduct and gross negligence,
   b) in the event of culpable injury to life, limb, or health,
   c) under the Product Liability Act,
   d) in the event of fraudulent concealment of a defect, and
   e) in the event of the assumption of a guarantee or a procurement risk.
3. The supplier shall immediately notify IHF in writing as soon as there are indications that the delivered goods or services may pose a safety risk or may be otherwise significantly defective, or that measures to avert danger or mitigate damage may become necessary, in particular warnings, recalls, replacements, or rework.
4. The supplier shall immediately assist IHF in investigating the matter and assessing the risk and shall provide the necessary information and documentation for this purpose, in particular details regarding the affected delivery, such as order and delivery note data, affected quantities and batches, as well as testing and production information, to the extent available and relevant.
5. IHF is entitled to initiate and implement measures necessary to prevent hazards and mitigate damage. Prior consultation with the supplier shall take place to the extent that this is reasonable and possible under the circumstances.
6. To the extent that the supplier is responsible for the cause, the supplier shall bear the necessary and reasonable expenses and damages incurred in connection with the measures set forth above.
7. To the extent that the supplier is responsible for the cause, the supplier shall indemnify IHF against any third-party claims asserted in connection with the defectiveness or illegality of the delivered goods or services. The indemnification also includes necessary and reasonable legal defense costs.
8. Statutory claims as well as provisions regarding warranty and liability remain unaffected.
9. The Supplier shall maintain, at its own expense, insurance coverage appropriate to the nature and scope of its deliveries and services as well as the associated risk. This shall include, in particular, business and product liability insurance for personal injury and property damage, including resulting financial losses, as well as—to the extent relevant to the deliveries or services—removal and installation costs and recall costs.
10. Upon request, the supplier shall provide IHF with appropriate documentation proving the existence and scope of the insurance coverage. The supplier shall immediately notify IHF in writing if the insurance coverage is significantly reduced or is in danger of lapsing.
11. The supplier’s liability remains unaffected by the existence and scope of the insurance coverage.

§ 10 Ownership, Documentation, and Materials Provided

1. Unless expressly agreed otherwise, title to the delivered goods shall pass to IHF upon complete delivery and handover at the agreed delivery location or the agreed receiving point.
2. A retention of title by the Supplier is permitted only as a simple retention of title until full payment for the respective delivery has been made. Extended, prolonged, or other forms of retention of title—in particular, current account, group, processing, or resale clauses—are excluded.
3. The Supplier is not entitled to take back the delivered goods on the basis of a retention of title or to demand their surrender from IHF, unless a right of rescission has been effectively exercised in accordance with law or contract.
4. Documents, drawings, specifications, samples, tools, fixtures, measuring equipment, or other items (“Items Provided”) made available by IHF remain the property of IHF. Items Provided may be used exclusively to fulfill the respective order and must be handled with care by the supplier, properly labeled, and stored separately from the supplier’s own inventory.
5. The supplier shall maintain a suitable inventory or record of items provided, in particular regarding identification, quantity, condition, and location, and shall, upon request, provide IHF with evidence of the inventory and condition.
6. The supplier shall immediately notify IHF in writing of any loss, damage, or other discrepancies regarding items provided by IHF.
7. The supplier shall have no right of retention or lien on the materials provided.
8. The supplier is liable for the loss, destruction, damage, or deterioration of materials provided, to the extent that the supplier is responsible therefor; this also applies to the actions of its employees and subcontractors. In such cases, the supplier shall reimburse IHF for the costs of replacement or restoration and shall bear all reasonable and substantiated consequential costs necessary to mitigate damage or maintain the supply chain.
9. Materials provided by the supplier must be returned to IHF upon request at any time, but no later than immediately after full fulfillment of the respective order. Upon request, materials provided must be returned in proper condition and, where necessary, in suitable packaging. If materials provided are consumed or processed as intended, proof thereof must be provided upon request.

§ 11 Intellectual Property Rights

1. The Supplier warrants that the contractual use and application of the delivered items, as well as the documents and services provided by the Supplier , do not infringe any third-party rights, in particular no patents, utility models, designs, trademarks, copyrights, know-how rights, or other industrial property rights.
2. If claims are asserted against IHF due to an alleged or established infringement of intellectual property rights, the Supplier shall indemnify IHF against such claims to the extent that the Supplier is responsible for the infringement or it results from the Supplier’s delivered items, documentation, or services.
3. IHF shall inform the supplier of any claims asserted and, to the extent reasonable, give the supplier the opportunity to cooperate. IHF is entitled to take appropriate measures to defend against, limit, or eliminate the consequences; statutory rights remain unaffected.
4. In the event of an infringement of intellectual property rights, the Supplier is obligated, at IHF’s discretion, to immediately and at its own expense
   a) to obtain a right of use for IHF or
   b) to modify or replace the affected goods or services in such a way that no third-party rights are infringed and the agreed-upon functionality is maintained.
5. If a measure pursuant to paragraph 4 is not possible within a reasonable period of time or is unreasonable for IHF, IHF shall be entitled, at its option, to withdraw from the contract in whole or in part, to reduce the purchase price, and/or to claim damages in accordance with statutory provisions.
6. This section shall not apply if the infringement of intellectual property rights is based exclusively on the fact that IHF provided a specification for which the supplier is not responsible—in particular, a design or drawing provided by IHF—and the supplier notified IHF of this in writing prior to execution.

§ 12 Confidentiality

1. The Supplier agrees to keep confidential all information received or made available in connection with orders, deliveries, or services (“Confidential Information”) and not to disclose it to third parties.
2. Confidential Information includes all information regardless of the method of transmission, in particular technical, commercial, and organizational information such as drawings, specifications, documents, drafts, samples, product and process data, test and quality data, prices and terms, requirements, forecasts, project information, software, photographs, and other materials containing information. Confidential Information shall be deemed confidential even if it is not expressly marked as such.
3. The Supplier may use Confidential Information solely for the purpose of fulfilling the respective order. The Supplier must protect Confidential Information from unauthorized access and make it available only to those employees and authorized subcontractors who require it to fulfill the contract.
4. To the extent that Confidential Information may be disclosed to subcontractors or other third parties, the Supplier shall ensure that such parties assume at least equivalent confidentiality obligations in advance. The Supplier remains liable for any breaches by such persons.
5. Excluded from the confidentiality obligation is information that the supplier can demonstrate
   a) already lawfully possessed without being bound by any confidentiality obligation,
   b) is or becomes generally known without any violation of these General Terms and Conditions of Purchase,
   c) was lawfully obtained from a third party without any obligation of confidentiality, or
   d) was independently developed without the use of Confidential Information.
6. Statutory disclosure obligations remain unaffected. To the extent permitted by law, the Supplier shall promptly inform IHF in writing in advance of the scope and reason for the disclosure and shall cooperate in implementing appropriate protective measures.
7. The disclosure of Confidential Information does not grant or transfer any rights—in particular, no rights of use, license, or ownership—to such information, unless expressly agreed to in writing.
8. Upon completion of the respective order or at IHF’s request, the Supplier shall immediately return or destroy Confidential Information, including copies and data carriers; destruction must be confirmed in writing upon request. Statutory retention obligations remain unaffected; in such cases, the information must continue to be treated as confidential.
9. The confidentiality obligations shall apply from the date of receipt of the Confidential Information and shall continue for a period of five (5) years after the completion of the respective order. For trade secrets within the meaning of the Trade Secrets Act (GeschGehG), they shall apply for as long as they remain trade secrets.

§ 13 Data Protection and Information Security

1. To the extent that personal data is processed in connection with orders, deliveries, or services, such processing shall be conducted in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Each party remains responsible for fulfilling its respective data protection obligations.
2. The Supplier shall take appropriate technical and organizational measures to protect information and data that it processes or stores in connection with the performance of the contract from unauthorized access, loss, alteration, and other misuse.
3. The Supplier shall immediately notify IHF in writing if it becomes aware of a personal data breach or any other security-related incident that may affect the performance of the contract or the interests of IHF. It shall assist IHF in investigating the matter and in taking any necessary measures to mitigate damage.

§ 14 Compliance and Export Control

1. The Supplier undertakes to comply with all applicable laws and regulations when fulfilling the respective order. This includes, in particular, occupational safety, environmental, and chemical regulations—specifically REACH and RoHS, to the extent applicable—as well as minimum wage and labor laws, antitrust laws, and anti-corruption regulations.
2. The Supplier shall ensure that its employees and any subcontractors it engages are appropriately bound to comply with the obligations set forth in this chapter.
3. The Supplier guarantees compliance with the applicable export control and sanctions regulations, in particular EU/UN sanctions law.
4. Upon request, the supplier shall immediately provide IHF in writing with all data and documentation necessary for the processing of foreign trade, customs, and regulatory matters. This includes, in particular, information on origin, customs tariff numbers, and preferential treatment, as well as—where applicable—the emissions, manufacturing, and product data required for the Carbon Border Adjustment Mechanism (CBAM) or comparable legal requirements, including appropriate supporting documentation. CBAM information must be complete, accurate, up-to-date, traceable, and objectively verifiable, and must be determined and documented in accordance with the applicable legal requirements and calculation methods. The supplier shall ensure that it receives the necessary information from its supply chain in a timely manner and shall correct any incorrect or incomplete information without delay. To the extent that the supplier is responsible for a breach of these obligations, it shall reimburse IHF for any necessary and reasonable additional costs and damages resulting therefrom and shall indemnify IHF against any corresponding claims by third parties.
5. If the supplier culpably breaches material obligations under this chapter, IHF shall be entitled to terminate affected orders for good cause and/or to withdraw from the contract for good cause; further statutory rights remain unaffected.

§ 15 Subcontractors

1. The Supplier is entitled to engage subcontractors, provided that this does not result in a change requiring approval under § 3 or § 7. The Supplier remains fully responsible for the proper fulfillment of its contractual obligations.
2. The Supplier shall ensure that subcontractors are appropriately obligated, prior to the provision of services, to comply with the requirements of these General Terms and Conditions of Purchase, the purchase order, and the referenced documents that are essential for the performance of the contract. This includes, in particular, requirements regarding quality, confidentiality, and compliance.
3. IHF may object in writing to the use of a subcontractor for objective reasons if such use conflicts with IHF’s legitimate interests, particularly in the case of security-related applications, customer-specific requirements, or if the subcontractor demonstrably lacks the necessary qualifications or reliability.
4. The initial use or replacement of subcontractors for quality-relevant or essential manufacturing, processing, or testing processes requires prior written approval from IHF.
5. The supplier remains liable for the acts and omissions of its subcontractors as it would for its own acts.

§ 16 Force Majeure

1. Events of force majeure are unforeseeable events for which the affected party is not responsible and which are beyond its control, and which prevent or significantly impede the fulfillment of contractual obligations in whole or in part. These include, in particular, natural disasters, war, terrorism, governmental measures, lawful labor disputes, pandemics or epidemics, as well as disruptions to transportation routes or energy supplies, provided that the affected party is not responsible for them.
2. The affected party must immediately notify the other party in writing of the occurrence, expected duration, and effects of the event and take all reasonable measures to avoid or minimize the effects.
3. To the extent and for as long as an event of force majeure exists, the affected performance obligations shall be suspended for the duration and to the extent of the impact; agreed-upon deadlines shall be extended accordingly. Statutory rights remain unaffected.
4. If the event of force majeure lasts longer than four (4) weeks or if it is foreseeable that performance will not be possible within a reasonable period of time, both parties are entitled to cancel affected orders in whole or in part in writing or to withdraw from the affected part of the contract. Further statutory rights remain unaffected.
5. Claims for damages due to delay or non-performance are excluded for the duration and to the extent of the event of force majeure, provided that the affected party proves the existence of force majeure. Claims arising from delays that occurred prior to the event of force majeure remain unaffected.

§ 17 Assignment and Transfer of Contract

1. The Supplier is not entitled to assign, transfer, or otherwise convey to third parties, in whole or in part, any rights or obligations arising from individual orders or from these General Terms and Conditions of Purchase without the prior written consent of IHF.
2. The foregoing provision applies mutatis mutandis to a transfer by way of an asset deal, a spin-off, or any other form of succession to individual rights.
3. IHF is entitled to transfer rights and obligations arising from individual orders to an affiliated company within the meaning of § 15 of the German Stock Corporation Act (AktG) or in the context of a restructuring, in particular a conversion, merger, or demerger. IHF shall notify the supplier of this in writing.
4. The assignment of the supplier’s claims for payment against IHF is excluded. § 354a of the German Commercial Code (HGB) remains unaffected.

§ 18 Governing Law and Jurisdiction

1. These General Terms and Conditions of Purchase and all orders are governed by the laws of the Federal Republic of Germany, excluding conflict-of-laws provisions.
2. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG/UN Sales Convention) is excluded.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions of Purchase and the purchase orders is, to the extent permitted by law, the registered office of IHF.
4. IHF is also entitled to bring legal action against the supplier at the supplier’s general place of jurisdiction.

§ 19 Final Provisions

1. Amendments and additions to these General Terms and Conditions of Purchase or to individual purchase orders must be made in writing, unless mandatory statutory formal requirements preclude this. Individual contractual agreements within the meaning of § 305b of the German Civil Code (BGB) remain unaffected.
2. Should any provision of these General Terms and Conditions of Purchase be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.
3. To the extent that a provision of these General Terms and Conditions of Purchase has not become part of the contract, is invalid, or is unenforceable, the content of the contract shall be governed by the statutory provisions. The same applies to any gaps in the contract.
4. The place of performance for deliveries and services is the place of delivery or performance agreed upon in the order.
5. The language of the contract is German. If translations are provided, the German version shall prevail.