Terms and Conditions of Purchase
§ 1 Scope, form
These General Terms and Conditions of Purchase (GTC) apply to all business relationships with our business partners, sellers, and suppliers (hereinafter referred to as "SUPPLIER"). These GTC only apply if the SUPPLIER is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. Any references to "we", "us" or "purchaser" made in these GTC refer to Zero and One Automation GmbH, Apelsteinallee 12-14, 04416 Markkleeberg.
(2) These GTC shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the SUPPLIER shall only become part of the contract if and to the extent that WE have expressly agreed to their validity in writing. This approval requirement applies in all cases, including, for example, if the SUPPLIER refers to its general terms and conditions in the order confirmation, and WE do not expressly object to this.
(3) Unless agreed otherwise, these GTC shall apply in the version valid at the time of the order or, in any case, in the version last communicated to the SUPPLIER in writing as a framework agreement for similar future contracts, without US having to refer to them again in each individual case.
(4) Individual agreements made with the PURCHASER on a case-by-case basis (including collateral agreements, supplements, and amendments) shall in all cases take precedence over these Terms and Conditions of Purchase. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version applicable at the time of conclusion of contract. For the content of such agreements, subject to proof to the contrary, a written contract or OUR written confirmation shall be decisive.
(5) Legally relevant declarations and notifications from the SUPPLIER with regard to the contract (e.g., setting deadlines, reminders, withdrawal) must be made in writing. "In writing" within the meaning of these GTC includes written form and text form (e.g., letter, e-mail). Legal formal requirements and further evidence, particularly in cases of doubt concerning the legitimacy of the declarant, remain unaffected.
(6) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the PURCHASER's employees are not authorized to make verbal agreements which deviate from the written agreement.
§ 2 Order
(1) OUR order shall be deemed binding at the earliest upon written submission or confirmation. In case of obvious errors (e.g., typing or calculation errors) or omissions in the order, including order documents, the SUPPLIER must notify US of this for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded. Verbal agreements and collateral agreements are excluded.
(2) After WE have dispatched the order, the SUPPLIER shall send a signed order confirmation to einkauf@zao-automation.de within 10 days. In the event that this period falls on a Sunday, a public holiday recognized by the state at the PURCHASER's place of business, or a Saturday, the next working day shall take the place of such day.
(3) A delayed order confirmation shall be deemed a new offer which requires acceptance by US. Any claims for damages arising from this on the part of the SUPPLIER against US are excluded.
(4) Without OUR prior written consent, the SUPPLIER is not entitled to commission third parties (e.g. subcontractors), in particular freelancers, subcontractors or similar, to perform the deliveries, services or parts thereof to be provided by the SUPPLIER in accordance with the contract concluded with US.
§ 3 Protective rights
(1) The SUPPLIER shall ensure that no third-party rights, in particular no third-party protective rights in countries of the European Union or other countries in which it manufactures the products or has them manufactured, are infringed in connection with its delivery.
(2) The SUPPLIER is obliged to indemnify US against all claims asserted against US by third parties due to such an infringement of industrial protective rights and to reimburse US for all necessary expenses incurred in connection with this claim. This shall not apply should the SUPPLIER prove that it is not responsible for the infringement of protective rights and that it could not have been aware of it at the time of delivery despite exercising commercial diligence.
(3) Further legal claims due to legal defects in the products delivered to US remain unaffected.
§ 4 Terms of delivery, deadlines, and consequences of delay
(1) Deliveries are made Delivered at Place (DAP, Incoterms®) (place of destination). The SUPPLIER is not entitled to make partial deliveries without OUR prior written consent.
(2) The SUPPLIER is obliged to inform US immediately in writing in the event that circumstances arise or become apparent which mean that the agreed delivery time (delivery date stated in the order confirmation) cannot be met.
(3) If the latest delivery date can be determined on the basis of the contract, the SUPPLIER shall be in default upon expiry of this date without any reminder being required on OUR part.
(4) In case of a delay in delivery, WE shall be entitled to the statutory rights without restriction, whereby WE may only exercise OUR right of withdrawal or assert claims for damages in lieu of performance after a reasonable grace period has expired without result. In the event of delivery delays after prior written notification to the SUPPLIER, WE shall be entitled to demand a contractual penalty of 0.5% of the respective order value for each week of delay commenced, up to a maximum of 5%. The contractual penalty shall be offset against the damage caused by the delay to be compensated by the SUPPLIER.
§ 5 Invoicing
(1) Invoices are issued electronically and in accordance with legal requirements. Invoices in paper form will not be accepted. Invoices must be sent as a file in PDF format, including signed proof of performance /delivery notes. Multiple documents and/or invoices without signed proof of performance / delivery notes will not be accepted.
(2) Invoices must be issued promptly, but no later than 30 days after delivery of the service to be provided. Any costs incurred due to delayed invoicing will be passed on to the SUPPLIER (e.g., costs for repeating annual financial statements). This shall not apply if the SUPPLIER proves that it is not responsible for the delay.
(3) Invoices are to be sent to iraqbe@mnb-nhgbzngvba.qr.
§ 6 Pricing and terms of payment
(1) The price stated in the order is binding.
(2) Unless agreed otherwise, WE shall pay the net purchase price upon delivery of the goods and receipt of the invoice within 14 days with a 3% discount or within 30 days. The date on which OUR bank receives the transfer order shall be deemed the date of payment for all payments owed by US. In case that one of these deadlines falls on a Sunday, a public holiday recognized by the state at the PURCHASER's place of business, or a Saturday, it shall be replaced by the next working day.
(3) In the event of late payment, WE shall charge default interest at a rate of (five) percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
§ 7 Warranty
(1) OUR rights in case of material defects and defects of title in the order (including incorrect and short deliveries as well as improper assembly/installation or inadequate instructions) and in the event of other breaches of duty by the SUPPLIER shall be governed by the statutory provisions and, exclusively in OUR favor, by the following additions and clarifications.
(2) In accordance with statutory provisions, the SUPPLIER is particularly liable for ensuring that the order has the agreed quality at the time of transfer of risk to US. The product and service descriptions which are subject of the respective contract, in particular through designation or reference in OUR order, or which have been incorporated into the contract in the same way as these GTC, shall be deemed to be the agreement on the quality. It makes no difference whether the product description comes from US, the SUPPLIER, or the manufacturer.
(3) For orders with digital elements or other digital content, the SUPPLIER is responsible for providing and updating the digital content in any case to the extent that this results from a quality agreement in accordance with Paragraph 2 or other product descriptions provided by the manufacturer or on its behalf, in particular on the Internet, in advertising, or on the product label. The SUPPLIER shall take particular care to ensure that claims by third parties that the rights of use to be granted to the PURCHASER infringe the rights of such third parties can be defended. The SUPPLIER shall document its own procurement processes with utmost accuracy, ensure secure transfer of rights to the SUPPLIER through contracts with its employees, select sub-suppliers with the greatest possible care, immediately and thoroughly investigate any suspicion of a legal defect, and, upon notification by the PURCHASER that a third party is asserting a claim against the PURCHASER's rights of use, provide the PURCHASER with this information and its expertise without restriction for the purpose of clarifying the facts and defending against the asserted claims. The SUPPLIER shall, where possible, enter into agreements with its sub-suppliers enabling and ensuring comprehensive fulfillment of these obligations. In the event of a legal dispute with the third party, the SUPPLIER shall provide evidence in the form required by the respective type of proceedings (e.g., as an affidavit or original of documents).
(4) WE are not obliged to inspect the goods or make special inquiries about any defects upon conclusion of the contract. Partially deviating from Section 442 Paragraph 1 Clause 2 of the German Civil Code (BGB), WE are therefore entitled to assert claims for defects without restriction even if the defect was unknown to US at the time of conclusion of contract due to gross negligence.
(5) The statutory provisions (Sections 377 and 381 of the German Commercial Code (HGB)) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: OUR obligation to inspect is limited to defects which are apparent upon receipt of the goods or upon receipt of the order during an external inspection, including delivery documents (e.g., transport damage, incorrect or incomplete delivery), or which are recognizable during OUR quality control in random sampling. If acceptance has been agreed, there is no obligation to inspect the goods. Otherwise, it depends on the extent to which an inspection is feasible in the circumstances of the individual case in the normal course of business. OUR obligation to report defects discovered later remains unaffected. Notwithstanding OUR obligation to inspect, OUR complaint (notification of defects) shall in any case be deemed to have been made immediately and in good time if it is sent within seven working days of discovery or, in case of obvious defects, of delivery.
(6) Subsequent performance also includes the removal of defective goods and their reinstallation, provided that the goods have been installed in another item or attached to another item according to their nature and intended use before the defect became apparent; OUR statutory claim to reimbursement of corresponding expenses (removal and installation costs) remains unaffected. Expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as any removal and installation costs, shall be borne by the SUPPLIER even if it turns out that there was in fact no defect. OUR liability for damages in case of unjustified requests for rectification of defects remains unaffected; however, WE shall only be liable in this respect if WE recognized or failed to recognize through gross negligence that no defect existed.
(7) Notwithstanding OUR legal rights and the provisions in Paragraph 5, the following applies: Should the SUPPLIER fail to fulfill its obligation to remedy the defect—at OUR discretion, either by rectifying the defect (repair) or by delivering a defect-free item (replacement)—within a reasonable period of time set by US, WE may remedy the defect ourselves and demand that the SUPPLIER reimburse US for the necessary expenses or make an advance payment. If the SUPPLIER's subsequent performance has failed or is unreasonable for US (e.g., due to particular urgency, danger to operational safety, or imminent occurrence of disproportionate damage), no deadline shall be set; WE shall inform the SUPPLIER of such circumstances immediately, if possible in advance.
(8) Furthermore, in the event of a material defect or defect of title, WE shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, WE are entitled to compensation for damages and reimbursement of expenses in accordance with the statutory provisions.
§ 8 Property rights
(1) WE reserve all property rights and copyrights to software, calculations, illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual service and returned to US after completion of contract. The documents must be kept confidential from third parties even after the contract has ended. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become public. Special confidentiality agreements and legal provisions concerning the protection of confidential information remain unaffected.
(2) Licenses or software tools provided are to be returned at the end of the project. Any transfer to third parties or reproduction is prohibited.
(3) The transfer of ownership of the goods to US must take place unconditionally and regardless of payment of the price. If, however, WE accept an offer by the SUPPLIER to transfer ownership in individual cases, conditional upon payment of the purchase price, the SUPPLIER's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. WE remain entitled to resell the goods in the ordinary course of business even before payment of the purchase price, subject to advance assignment of the claim arising therefrom (alternatively, simple retention of title extended to the resale shall apply). This excludes all other forms of retention of title, in particular extended retention of title, transferred retention of title, and retention of title extended to further processing.
§ 9 Supplier recourse / liability / liability insurance
(1) OUR statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b50 or Sections 445c, 327 Paragraph 5, 327u of the German Civil Code (BGB)) shall be available to US without restriction in addition to OUR claims for defects. WE shall particularly be entitled to demand from the SUPPLIER exactly the type of subsequent performance (repair or replacement) that WE owe to OUR customer in the individual case. For goods with digital elements or other digital content this shall also apply with regard to the provision of necessary updates. OUR statutory right of choice (Section 439 Paragraph 1 of the German Civil Code (BGB)) remains unaffected by this.
(2) Before WE acknowledge or fulfill a claim for defects asserted by OUR customer (including reimbursement of expenses pursuant to Sections 445a Paragraph 1, 439 Paragraph 2, 3, 6 sentence 2, 475 Paragraph 4 BGB), WE will notify the SUPPLIER and request a written statement, briefly explaining the facts of the case. In the event that a substantiated statement is not made within a reasonable period of time and no mutually acceptable solution is found, the claim for defects actually granted by US shall be deemed owed by OUR customer. In this case, the SUPPLIER is responsible for providing evidence to the contrary.
(3) Our claims for recourse against suppliers shall also apply if the defective goods have been combined with another product or otherwise processed by US, OUR customer, or a third party, e.g., through assembly, attachment, or installation.
(4) Should the SUPPLIER be responsible for product damage, the SUPPLIER shall indemnify US against third-party claims to the extent that the cause lies within its sphere of control and organization and the SUPPLIER is liable in relation to third parties.
(5) As part of its obligation to indemnify, the SUPPLIER shall reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with claims by third parties, including recall campaigns carried out by US. WE will inform the SUPPLIER about the content and scope of recall measures as far as possible and reasonable, and give the SUPPLIER the opportunity to comment. Any further legal claims remain unaffected.
(6) The SUPPLIER must take out and maintain business and product liability insurance with a lump-sum coverage of at least EUR 5 million per personal injury/property damage. Insofar as IT services or products are covered by the contract, business interruption and financial loss insurance must also be taken out and maintained, covering financial losses with a lump-sum coverage of at least €250,000.00. The SUPPLIER shall send US a copy of the liability insurance policies upon request at any time.
§ 10 Compliance with laws
(1) The SUPPLIER is obliged to comply with the relevant statutory provisions applicable to the SUPPLIER in connection with the contractual relationship. This applies in particular to anti-corruption and money laundering laws as well as antitrust, labor, and environmental protection regulations.
(2) Furthermore, the SUPPLIER undertakes to comply with the Supply Chain Due Diligence Act (LkSG) within the scope of its application, Section 1 LkSG. The SUPPLIER shall take reasonable measures to ensure that the SUPPLIER's subcontractors also comply with these ethical requirements. Violations of any of these principles and laws will be reported by US and may entitle US to terminate the contractual relationship immediately without notice. Any claims for damages arising from this remain unaffected.
(3) The SUPPLIER is obliged, within reasonable limits, to establish appropriate measures within its company that do not permit its employees to commit any criminal offenses against competition within the meaning of the Criminal Code (StGB) and in accordance with Sections 17 and 18 of the Unfair Competition Act (UWG). The SUPPLIER undertakes to engage in fair competition.
(4) The SUPPLIER undertakes to comply with applicable minimum wage provisions. Furthermore, the SUPPLIER shall endeavor to ensure that these provisions are also observed by the SUPPLIER's subcontractors. In the event of violations, the SUPPLIER shall indemnify US against all claims.
§ 11 Taxes and social security contributions
The SUPPLIER undertakes to pay all taxes and social security contributions in accordance with the statutory provisions of the respective country. The SUPPLIER shall indemnify the PURCHASER against any damages resulting from any breaches by the SUPPLIER.
§ 12 Assignment of claim
The SUPPLIER is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply to monetary claims.
§ 13 Data processing / data protection
The purchaser attaches great importance to the protection of personal data. For the purpose of initiating and executing this contract, personal data will be collected and processed as well as disclosed to third parties to the extent permitted and required by law. WE refer to the legal regulations and OUR separate privacy policy at https://www.zao-automation.de/ in accordance with Articles 13 and 14 of the EU General Data Protection Regulation (GDPR).
Entity responsible for processing personal data within the scope of these General Terms and Conditions of Purchase:
Zero and One Automation GmbH
Apelsteinallee 12 – 14
04416 Markkleeberg
Phone: +49 1577 / 7898017
Contact: Martin Mosch
Email: vasb@mnb-nhgbzngvba.qr
§ 14 Choice of law and place of jurisdiction
(1) These GTC and the contractual relationship between US and the SUPPLIER shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the SUPPLIER is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from the contractual relationship shall be Leipzig. The same shall apply if the SUPPLIER is an entrepreneur within the meaning of Section 14 BGB. However, in all cases WE shall also be entitled to bring legal action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the SUPPLIER. Prior legal provisions, particularly those relating to exclusive competences, remain unaffected.
§ 15 Severability clause
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of this contract, this shall not affect the validity of the remainder of the contract. In place of the invalid/void provision, the parties shall agree on a provision which comes closest to the economic purpose of the invalid/void provision. The same applies to the filling of any contractual gaps.
As of: July 2025