PURCHASING TERMS AND CONDITIONS

1. General Provisions

These Purchasing Terms and Conditions shall apply exclusively to all contracts, deliveries and services. Upon first delivery under these Purchasing Terms and Conditions, the Supplier accepts them as agreed for all subsequent contractual relationships as well. Deviating terms and conditions of sale and delivery of the Supplier shall apply only if confirmed by us in writing. By sending these Purchasing Terms and Conditions, we expressly object to any deviating terms and conditions of sale and delivery of the Supplier. Quotations shall, in principle, be provided free of charge. Cost estimates shall not be remunerated. Any costs incurred for their preparation must be approved by us in advance. Intra-Community triangular transactions pursuant to Section 25b of the German VAT Act (UStG) are excluded in principle and shall not be accepted by MEIKO.

2. Conclusion of the Contract

Only written purchase orders are valid. Purchase orders placed in any other form require our written confirmation in order to be effective. If we have not received a written order confirmation from the Supplier within 14 days, calculated from the date of our purchase order, we are entitled to revoke our order without the Supplier being able to derive any claims whatsoever from such revocation.

3. Content of the Contract

The content of the contract shall be determined exclusively by our purchase order. Any modifications must be requested from us in writing. Any modification without our written approval is not permitted. We are entitled, also after conclusion of the contract, to demand modifications of the delivery item if the deviation is reasonable for the Supplier, taking into account the Supplier's interests. The Supplier may perform the order assigned to it only by itself. If it wishes to transfer the order in whole or in part to a third party, it must first obtain our written consent.

4. Delivery Time

The agreed delivery dates and delivery periods are binding. The decisive factor for compliance with the delivery dates or periods is the receipt of the delivery at the receiving point or place of use specified by us. If the Supplier recognises that an agreed date or an agreed period cannot be met, it shall notify us thereof without delay, stating the reasons and the expected duration of the delay. If agreed delivery dates and periods are not met due to a circumstance for which the Supplier is responsible, we are entitled, after the fruitless expiry of a reasonable grace period set by us, to claim damages from the Supplier for delay in performance. In addition, at our option, we are entitled to rescind the contract and to claim damages. If the Supplier is unable to meet agreed delivery dates and periods for reasons for which it is not responsible, for example due to force majeure or industrial action, the contracting parties shall be obliged, to the extent reasonably possible, to adapt their obligations to the changed circumstances in accordance with good faith. However, we shall be released from the obligation to accept the ordered delivery and shall in this respect be entitled to rescind the contract to the extent that the delivery can no longer be exploited by us in consideration of economic aspects due to the delay caused by the passage of time. The Supplier may rely on the absence of necessary documents to be supplied by us only if it has formally demanded such documents in writing and has not received them within a reasonable period. In the case of delivery earlier than agreed, we are entitled to return the goods at the Supplier's expense. If we do not make use of this right, the delivery shall be stored with us until the agreed delivery date at the expense and risk of the Supplier. In this case, the due date of the payment owed by us shall be determined by the contractually agreed delivery date. Partial deliveries are permitted only if expressly agreed in writing. In the case of agreed partial deliveries, the Supplier shall state the remaining quantity.

5. Prices, Shipping, Packaging

The agreed prices are fixed prices and exclude any subsequent claims for additional payment. Costs for packaging and transport up to the receiving point or place of use specified by us, as well as for customs formalities and customs duties, are included in the prices. If no prices are stated in the purchase order, the Supplier's current list prices less customary trade discounts shall apply. The type of price quotation shall not affect the agreement on the place of performance. Each delivery shall be announced to us without delay after dispatch by a shipping notice, which must contain details of type, quantity and weight. In all correspondence, including shipping notices, waybills and invoices, our purchase order number and article number must be stated. Shipping shall take place at the Supplier's risk. The risk of any deterioration, including accidental loss, shall remain with the Supplier until hand-over at the receiving point or place of use specified by us. The delivery shall be packaged in such a way that transport damage is avoided.

Please observe the following rules: I. The goods may be delivered only on undamaged Euro pallets or in EU mesh boxes pursuant to DIN 15155. II. A maximum gross weight of 500 kg may not be exceeded. Exceptions must be applied for in writing and approved by us in advance! III. The following load carrier dimensions must be observed: Load carrier A: WxDxH 1200x800x500 (height including pallet); Load carrier B: WxDxH 1200x800x1000 (height including pallet); Load carrier C: WxDxH 1240x835x970 (EU mesh box DIN 15155). The packaging material and the packaged goods must not exceed the outer contour of the load carriers! Exceptions must be applied for in writing and approved by us in advance! Parcel service shipments are not affected by this rule. Packaging materials may be used only to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials may be used. If packaging is invoiced to us pursuant to a separate contractual agreement, we are entitled to return packaging in good condition to the Supplier free of freight against payment of the value resulting from the invoice for such packaging. If it is contractually agreed that we are to bear the transport costs, we shall assume such costs up to the amount of the standard customer rate table 1. Any transport insurance shall be borne by the Supplier.

6. Invoicing and Payment

Invoices shall be sent to us, together with all relevant data, after delivery. We shall make payment by customary commercial means, namely within 14 days less 3% cash discount, or after 30 days net, in both cases calculated from receipt of the invoice. Insofar as it has been agreed that the Supplier is to submit material test certificates to us, these shall form an integral part of the delivery; they shall be submitted to us together with the invoice, but no later than 10 days after the invoice date. The payment period shall commence only upon receipt of the agreed certificate. In the case of defective or incomplete deliveries, we are entitled to withhold payment in whole or proportionately until proper performance has been rendered. We shall be obliged to make advance payments only if this has been agreed and the Supplier provides us with security, for example by way of a performance bond issued by a domestic credit institution.

7. Liability for Defects, Warranty, Conformity, RoHS, REACH, PPWR; Substantio Portal Material-Compliance

7.1.The Supplier warrants that all deliveries comply with the latest state of the art and with all applicable legal and technical provisions, in particular the regulations and directives of authorities, statutory accident insurance institutions and professional associations. In particular, the products must satisfy the requirements of the current RoHS and REACH regulations. In accordance with the Machinery Regulation (EU) 2023/1230, products falling within the scope of that Regulation must have undergone a conformity assessment and must be accompanied by the relevant documentation, an EU declaration of conformity and CE marking; in the case of partly completed machinery, at least a risk analysis must be available, together with assembly instructions and an incorporation declaration. Until the expiry of the transitional periods of the Machinery Regulation (EU) 2023/1230, the Machinery Directive 2006/42/EG remains applicable to those products still covered by it. Pursuant to the Medical Device Regulation, no parts delivered to MEIKO may:

a) be manufactured using non-viable or inactivated tissues or cells of human origin; b) be manufactured using non-viable or inactivated tissues or cells of animal origin, or derivatives thereof.

Insofar as the Supplier supplies packaging or packaging components, it additionally warrants that these comply with the applicable statutory requirements, in particular the requirements of Regulation (EU) 2025/40 on packaging and packaging waste (PPWR) and the applicable national packaging legislation. Upon justified request, the Supplier shall provide us with the information and evidence regarding packaging conformity available to it under the applicable legal provisions.

7.2.Use of MC Software Substantio: The Supplier confirms that it has itself obtained all information provided in its response to the MEIKO request and that, to the best of its knowledge and belief, such information was complete and correct at the time of completion. It undertakes to continue providing complete and correct information for the entire duration of the business relationship. The Supplier undertakes to inform MEIKO Maschinenbau GmbH & Co. KG without delay as soon as it has reason to believe that information provided is incorrect or incomplete. For information originating from third parties, the Supplier has either independently verified their completeness and correctness or has obtained confirmations from the respective information providers that are at least as comprehensive as the Supplier's own confirmation. Should materials, parts, components, products and/or packaging contain substances in concentrations above the permissible limit values or contain substances whose use is prohibited or restricted, MEIKO Maschinenbau GmbH & Co. KG reserves the right to enforce the terms of this agreement, including contractual penalties and/or the termination of the business relationship.

Insofar as the Supplier provides material compliance information via the Substantio Portal, the obligations agreed therein in the Legal Disclaimer shall form an integral part of this contractual relationship

7.3.In individual cases where deviations from these provisions, regulations and directives are necessary, the Supplier must first obtain our written consent. Such consent shall not limit the Supplier's liability for defects. The Supplier is obliged to notify the relevant MEIKO contact person as early as possible of planned changes to product, process, material, tooling or production site (relocation), including at sub-suppliers. Changes are not permitted without our written approval. If the Supplier has objections to the type of execution desired by us, it shall notify us thereof in writing without delay. The Supplier undertakes to use environmentally friendly products and processes, within the limits of economic and technical feasibility, both for its own deliveries and for supplies or ancillary services of third parties. It assumes liability for the environmental compatibility of the products and packaging materials delivered and shall be liable for all damage and expenditure arising from any breach of its statutory disposal obligations. Upon our request, it shall be obliged to issue a certificate of characteristics for the goods that are the subject of the delivery. MEIKO's environmental and quality management standards (DIN ISO 14001 and DIN ISO 9001) shall be complied with by the Contractor. MEIKO has implemented an energy management system in accordance with DIN EN ISO 50001. The efficient use of energy is an essential part of our corporate policy. When procuring products, services and installations that have an impact on energy use, the procurement assessment is also based on energy-related performance indicators and our legal register. Alternatively, in addition to your standard products, you are also welcome to offer us more energy-efficient products from your range; we will likewise take these into account in our procurement decision.

7.4.The limitation period for claims for material defects is 36 months from hand-over of the delivery item. In the case of built-in components, i.e. items that are incorporated into our products without processing or modification (such as motors, pumps, valves, etc.), that period shall, deviating from the foregoing, end only 36 months after the commissioning of the product of ours into which the component was installed, but at the latest 48 months after hand-over of the component to us. The period shall not commence as long as the Supplier has not rendered any cooperation required for the commencement of the period, in particular the handing over of required documents.

The provisions of Sections 377 of the German Commercial Code (HGB) and Section 442 of the German Civil Code (BGB) remain unaffected. However, our claims for material defects shall remain preserved even if we accept a delivery that was not recognisably defective or incomplete upon an incoming goods inspection carried out in the ordinary course of business; this also applies to defects in those parts of the delivery that are not readily accessible. Recognisable defects or incorrect deliveries must be notified by us within a reasonable period, but no later than within two weeks of receipt of the delivery at our receiving point or place of use. If the Supplier renders work and services, the limitation period for claims for material defects shall commence upon acceptance. If acceptance is delayed without fault on the part of the Supplier, the period shall commence when the delivery item is made available for acceptance. If material defects occur in the delivery during the limitation period for material defects, the Supplier shall be obliged to provide supplementary performance. It shall be at our discretion whether we demand rectification of the defects by repair or the delivery of a defect-free item. We reserve the statutory claims existing in addition to the supplementary performance claim, in particular claims for damages and for reimbursement of wasted expenditure. If the Supplier fails to perform its obligation of supplementary performance within the period set by us, we are entitled to take the necessary measures ourselves, or to have them taken by third parties, at the Supplier's expense and risk. The Supplier's liability for material defects shall remain unaffected thereby.

8. Rules of Origin / Export Control
The country of origin of the goods shall be documented by a Supplier established in the EU by means of a valid (long-term) supplier's declaration (in accordance with the most current version), and by a Supplier not established in the EU by means of a proof of preference or a certificate of origin. The (long-term) supplier's declaration must state our article number, the exact country of origin and the customs tariff number. Any change of the country of origin of the goods must be notified to us without delay and unprompted. Upon first delivery, a valid supplier's declaration (in accordance with the most current version) and all product information relevant to (international) goods traffic must be available to us. If the preparation of a (long-term) supplier's declaration is not possible, a certificate of origin shall be enclosed with the delivery unprompted and free of charge. The Supplier undertakes to enable the customs authorities to verify proofs of origin and to provide both the necessary information and any confirmations that may be required. The Supplier shall indemnify us against all costs and third-party claims arising from inaccurate, incomplete or erroneous origin documents or origin statements. If the supplier's declarations prove to be insufficiently conclusive or erroneous, and if we are therefore, or for other reasons, required by the customs authorities to submit an INF4 information sheet, the Supplier shall, upon request, be obliged to provide us without delay with error-free, complete and customs-certified INF4 information sheets on the origin of the goods. If we or our customers are subsequently charged by a customs authority due to an erroneous origin declaration of our own, or if we or our customers otherwise suffer a financial loss as a result, and the error is based on an incorrect origin statement by the Supplier, the Supplier shall be liable therefor.

The Supplier shall comply with all requirements of the applicable national and international foreign trade and export control law. The Supplier warrants that the delivered items are listed neither in the Export List (Annex AL) to the Ordinance Implementing the Foreign Trade and Payments Act (Foreign Trade and Payments Ordinance) nor in Annex I of Regulation (EU) 2021/821 (Dual-Use Regulation). The Supplier undertakes to inform us upon request whether the delivered items are listed in Annex I of Regulation (EU) 2021/821 or in equivalent national control lists of third countries, or whether an export of the delivered items is subject to a licensing requirement, a prohibition or other restrictions. Insofar as the Supplier supplies us with goods that are subject to export controls, it undertakes to transmit to us without delay all further documents and information necessary for the application for a licence. This information obligation of the Supplier shall continue after the termination of the business relationship.

9. Corporate Responsibility / Compliance

Within the scope of its corporate responsibility, the Supplier affirms that human rights are respected in the manufacture of products and the provision of services, that the ILO core labour standards (International Labour Organization) are complied with and that discrimination as well as forced and child labour are not tolerated. The Supplier confirms that it does not tolerate any form of corruption or bribery and does not engage in such practices in any way. The order shall be executed exclusively with goods procured or manufactured in compliance with the minimum standards defined with reference to the ILO core labour standards. In this regard, we refer to the website of the International Labour Organization: www.ilo.org/berlin/arbeits-und-standards/kernarbeitsnormen/lang--de/index.htm. The Supplier is obliged to comply with the applicable Minimum Wage Act (MiLoG) and to remunerate its employees in accordance with the law. The Supplier further undertakes to fulfil the statutory due diligence obligations under the Supply Chain Due Diligence Act (LkSG) insofar as these are relevant to it or to the fulfilment of our own due diligence obligations, and to provide us with the information required for this purpose upon request.

10. Product Liability

If claims are brought against us under the provisions of German or foreign product liability laws or regulations due to a defect in our product that is attributable to the goods supplied by the Supplier, we are entitled to demand indemnification from the Supplier to the extent that the claim asserted against us is attributable to the parts supplied by the Supplier. This right to indemnification shall also include the costs of a precautionary recall action. To secure the indemnification obligation assumed, the Supplier shall be obliged to mark the items supplied by it in such a way that they are permanently identifiable as its products. The Supplier is obliged to implement a quality assurance system corresponding to the latest technical and statutory requirements and to demonstrate this to us upon request. It is further obliged to insure itself against all risks arising from product liability, including recall risk, at an adequate level of cover and to provide evidence of such insurance to us upon request.

11. Intellectual Property Rights

The Supplier warrants that the goods supplied by it, or the services rendered by it, are free from third-party rights, and that no third-party rights (in particular no intellectual property rights, such as patents, trademarks, registered designs, copyrights, design rights, etc.) are infringed by the use of the items supplied or the services rendered. In the case of such an infringement, the Supplier shall also be liable for damages, unless the Supplier is not responsible for the infringement. If we are subjected to claims by a third party due to an infringement for which the Supplier is liable towards us, the Supplier shall be obliged to indemnify us against such claims upon our first written demand. The Supplier's obligation to indemnify shall cover all expenses which necessarily arise for us out of or in connection with claims asserted by third parties. The Supplier is obliged to support us, to the best of its ability and at its own expense, in defending against claims should we be subjected to third-party claims in connection with third-party rights. The Supplier shall notify us without delay of third-party intellectual property rights known to it and/or coming to its attention whose infringement could result from our use of the goods supplied by it or from the use of the services rendered by it. Before rendering its services or delivering its goods, the Supplier undertakes to conduct searches of intellectual property rights regarding potential infringement risks relating to trademarks, design rights and patents (utility models) in the Federal Republic of Germany and to forward the results to us in writing for our information upon request.

12. Data Protection

The Supplier is aware that we store its personal data on data carriers. We process the Supplier's personal data and that of its employees exclusively in compliance with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and the other applicable data protection provisions. For its part, the Supplier undertakes to comply with the applicable data protection provisions insofar as it obtains access to personal data within the framework of the business relationship, and it will conclude with us a data processing agreement pursuant to Article 28 GDPR upon request.

13. Confidentiality
The Supplier undertakes to treat the conclusion of the contract as confidential; it may refer to the business relationship with us in its advertising only if it has first obtained our written consent. It further undertakes to treat as confidential all non-obvious commercial and technical knowledge that becomes known to it through the business relationship with us, and to impose corresponding obligations on its sub-suppliers. The disclosure of MEIKO-specific data, documents and samples is excluded in principle. The Supplier shall use such confidential information and know-how exclusively for the purposes of the business relationship with us.

14. MEIKO "Know How"
The sale of MEIKO-specific parts, parts produced from MEIKO tools, parts produced from MEIKO moulds, drawing parts of MEIKO and parts co-developed and/or modified by MEIKO is permitted only to MEIKO in Offenburg, Germany.

15. Partial Invalidity
If one or more of the above provisions are or become wholly or partially invalid, the validity of the contract and of the remaining provisions shall not be affected thereby. The Supplier and we are obliged to replace the invalid provision by a provision achieving the same economic result, provided that this does not result in a material change to the content of the contract.

16. Governing Law, Place of Performance, Jurisdiction
The contract shall be governed by – also in the case of foreign Suppliers – the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for all mutual obligations arising from the contract is Offenburg, Germany. The place of jurisdiction for all disputes arising from this contract – including actions on bills of exchange and cheques – is Offenburg, Germany.

(as of 10/2026)