General Terms and Conditions of Purchase
of
DILO Armaturen und Anlagen GmbH
DILO Grid Solutions GmbH
DILO Hydrogen GmbH
Frundsbergstr. 36, 87727 Babenhausen
DILO Service GmbH
Schöneggweg 22A, 87727 Babenhausen
(01/2026)
General information / Scope
Our General Terms and Conditions of Purchase apply to all business relationships with our business partners and suppliers ("Sellers") insofar as the Sellers are entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law.
Our Terms and Conditions of Purchase, in their respective versions, also apply as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same seller, without us having to refer to them specifically in each individual case. We will notify sellers of any changes to our Terms and Conditions of Purchase without delay.
Our Terms and Conditions of Purchase apply exclusively, i.e., deviating, conflicting, or supplementary general terms and conditions of the seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in all cases, for example, even if the seller refers to its general terms and conditions in the order confirmation and we do not expressly object to this. This also applies with regard to the waiver of the written form requirement.
If we enter into individual agreements with the seller, these shall in any case take precedence over our terms and conditions of purchase. Such individual agreements shall only exist if a written contract has been concluded or if we have confirmed the individual agreements in writing.
Legally relevant declarations and notifications that are to be made to us by the seller after conclusion of the contract (e.g., setting of deadlines, reminders, declaration of withdrawal, etc.) are only effective if they are made in writing. Written form within the meaning of these Terms and Conditions of Purchase includes written and text form (e.g., letter, email). Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.
Insofar as we refer to statutory provisions in our Terms and Conditions of Purchase, these references are for clarification purposes only. Insofar as statutory provisions have not been directly amended or expressly excluded in our Terms and Conditions of Purchase, the statutory provisions shall therefore apply.
§ 1
Conclusion of contract
(1) Our order shall only become binding once it has been submitted by us in writing or confirmed by us in writing. For the purpose of correction or completion prior to acceptance, the seller shall notify us of any obvious errors (e.g., typing or calculation errors) and incompleteness in the order, including the order documents; otherwise, the contract shall be deemed not to have been concluded.
(2) The seller shall confirm our order in writing within a period of 5 working days or, in particular, execute it without reservation by dispatching the goods (acceptance). Late acceptance by the seller shall be deemed a new offer and require acceptance by us.
§ 2
Delivery time and delay in delivery
(1) The delivery times specified by us in the order are binding. If we have not specified delivery times in the order and they have not been agreed otherwise, the delivery time shall be 1 calendar week from the conclusion of the contract. If the seller anticipates that it will not be able to meet the delivery time, it must notify us immediately in writing.
(2) If the seller fails to perform or does not perform within the agreed delivery time or if he is in default, our rights shall be determined in accordance with the statutory provisions. Paragraph 3 remains unaffected.
(3) If the seller is in default, we may—without prejudice to further legal claims—demand lump-sum compensation for our damage caused by the delay in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late. The seller reserves the right to prove that we have incurred no damage at all or only significantly less damage, while we reserve the right to prove that higher damage has been incurred.
§ 3
Performance, delivery, transfer of risk, default of acceptance
(1) The seller bears the procurement risk for the performance incumbent upon him, unless otherwise agreed in individual cases. Without our prior written consent, the seller is not entitled to have the performance owed by him carried out by third parties (e.g., subcontractors).
(2) Within Germany, the ordered goods shall be delivered "free domicile" to the location specified in the order. The respective destination of the delivery and any subsequent performance shall also be the place of performance (obligation to deliver).
(3) Each delivery must be accompanied by a delivery note stating the date (of issue and dispatch), the contents of the delivery (item number and quantity), and our order reference (date and number). If such a delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. The seller must send us a separate shipping notice with the same content as the delivery note.
(4) The risk of accidental loss and accidental deterioration of the goods shall only pass to us upon delivery at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis in the event of acceptance. Delivery or acceptance shall be deemed to have taken place if we are in default of acceptance.
(5) The statutory provisions shall apply to the occurrence of our default in acceptance. However, the seller must expressly offer us its performance even if a specific or determinable calendar time has been agreed for an action or cooperation to be performed by us (e.g., provision of material).
§ 4
Prices and terms of payment
(1) The price stated in the order is binding. All prices include statutory sales tax, unless this is shown separately.
(2) The price includes all services and ancillary services provided by the seller as well as all ancillary costs (e.g., proper packaging, transport costs including any transport and liability insurance), unless otherwise agreed in individual cases. The seller must take back packaging material at our request.
(3) Unless otherwise agreed in individual cases, the agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice. If we make payment by bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline. We shall not be responsible for delays caused by the banks involved in the payment process.
(4) We do not owe any interest on arrears. The statutory provisions apply to late payments.
(5) We are entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we still have claims against the seller for incomplete or defective services.
(6) The seller shall only have a right of set-off or retention for legally established or undisputed counterclaims.
§ 5
Confidentiality and retention of title
(1) We reserve the right of ownership and copyright to all illustrations, plans, drawings, calculations, execution instructions, production descriptions, and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents shall be kept secret from third parties. This shall also apply after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets remain unaffected.
(2) This applies accordingly to tools, substances, and materials (e.g., software, finished and semi-finished products), templates, samples, and other items that we provide to the seller for production. It is the seller's responsibility to store such items, as long as they are not processed, and to insure them adequately against loss and destruction. If we transfer materials, parts, semi-finished or finished products to the seller for safekeeping, treatment, processing, refinement or other services, this shall be at our expense. The seller shall take custody of the items provided and undertakes to treat them with the care of a prudent businessman in accordance with the agreed specifications.
(3) The seller is obliged to inspect the material provided for obvious defects and concerns regarding material suitability before starting processing. Any defects or concerns identified must be reported to us in writing immediately, at the latest within 5 working days of discovery, stating the reasons. If the seller fails to notify us, it shall be liable for all damages resulting from obvious and unreported defects or concerns.
(4) Any combination, mixing, and processing of items provided by the seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(5) The transfer of ownership of the goods to us must take place unconditionally and regardless of payment of the price. However, if, in individual cases, we accept an offer of transfer of ownership from the seller conditional upon payment of the purchase price, the seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to further process the goods with advance assignment of the resulting claims (alternatively, simple retention of title extended to resale applies). This also applies before we have paid the purchase price. 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.
§ 6
Defective delivery
(1) The seller shall be liable in accordance with the statutory provisions, in particular for ensuring that the goods have the agreed quality when the risk is transferred to us. In any case, the product descriptions that are the subject of the respective contract, in particular by designation or reference in our order, or that have been included in the contract in the same way as these terms and conditions of purchase, shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the seller, or the manufacturer.
(2) We are not obliged to inspect the goods or make special inquiries about any defects upon conclusion of the contract. Notwithstanding § 442 (1) sentence 2 BGB, we shall be entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.
(3) Our commercial obligation to inspect the goods pursuant to Section 377 HGB is limited to defects that become apparent during our incoming goods inspection, including an external examination and the delivery documents, as well as during our quality control in random sampling (e.g., transport damage, incorrect or short delivery). If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our notice of defects shall be deemed to have been given immediately and in good time if it is sent within 6 working days of discovery or, in the case of obvious defects, of delivery.
(4) Subsequent performance also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The 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 seller even if it turns out that there was in fact no defect. Our liability for damages in the event of unjustified demands for the rectification of defects shall remain unaffected; however, in this respect we shall only be liable if we recognized or failed to recognize through gross negligence that there was no defect.
(5) The obligation to provide subsequent performance shall be fulfilled by the seller, at our discretion, either by remedying the defect or by delivering a defect-free item. If the seller does not fulfill its obligation to provide subsequent performance within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the seller for the necessary expenses or a corresponding advance payment. If the subsequent performance by the seller has failed or is unreasonable for us (e.g., due to particular urgency, endangerment of operational safety, or the threat of disproportionate damage), no deadline needs to be set; we shall inform the seller of such circumstances immediately, if possible in advance.
(6) In all other respects, we are entitled to assert our rights in accordance with the statutory provisions in the event of a material defect or defect of title.
§ 7
Supplier recourse
We are entitled to unlimited recourse claims within a supply chain in addition to our claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance that we owe our customer in the individual case. This does not restrict our statutory right of choice. The claim for defects actually granted by us to a customer shall also be deemed to be actually owed to the seller if we have notified the seller of the customer's complaint before acknowledging or fulfilling the claim for defects, but the seller has not responded within a reasonable period of time or no amicable solution could be reached. In this case, the seller may provide evidence to the contrary.
§ 8
Producer liability
(1) If the seller is responsible for product damage, they shall indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they are themselves liable in the external relationship.
(2) As part of its indemnification obligation, the seller shall reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising in connection with claims by third parties, including recall campaigns carried out by us. We shall inform the seller of the content and scope of recall measures, as far as possible and reasonable, and give him the opportunity to comment. Further legal claims remain unaffected.
(3) The seller shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 10 million per personal injury/property damage.
§ 9
Limitation
(1) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply mutatis mutandis to claims arising from defects of title, whereby the statutory limitation period for third-party claims for surrender of property (§ 438 (1) No. 1 BGB) shall remain unaffected; Claims arising from defects of title shall not become time-barred in any case as long as the third party can still assert the right against us, in particular in the absence of a limitation period.
(2) The limitation periods of the law of sale, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods under sales law leads to a longer limitation period in individual cases.
§ 10
Choice of law and place of jurisdiction
(1) These Terms and Conditions of Purchase and all legal relationships between us and the seller 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. The effects and prerequisites of the retention of title shall be subject to the law of the respective place of storage of the goods, insofar as the choice of law in favor of German law is inadmissible or ineffective according to that law.
(2) The exclusive, including international, place of jurisdiction for all disputes arising from the contractual relationship is our place of business in the judicial district of Memmingen. However, we are also entitled to bring legal action at the place of performance of the delivery obligation. The place of jurisdiction shall only apply if the seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.
