General Purchasing Conditions

Stand: January 2026

I. Applicability of General Terms and Conditions of Procurement of Andercore GmbH

Unless the parties have expressly agreed otherwise, these “General Terms and Conditions of Procurement of Andercore GmbH” (hereinafter “GCP”) of Andercore GmbH, Münzstraße 19, 10178 Berlin, Germany (hereinafter “Andercore”, “our”, or “we”) govern Andercore’s procurement of goods – in particular construction materials – (hereinafter each a “Good”) from its suppliers (hereinafter: each a “Supplier”).
Any oral commitments made by Andercore prior to or at the same time as the execution of the agreement are non-binding in a legal sense, and a written agreement supersedes any such oral agreement made between the parties if that written agreement does not specify that such oral agreement is to continue in full force and effect.
Changes and amendments to agreements made, including these GCP, must be agreed in writing or in textform (e.g. email). The written form requirement shall not apply to agreements made directly between the parties after the conclusion of the agreement (priority of the individual agreement pursuant to Sec. 305b of the German Civil Code (“BGB”)).
Any changes to a Good that the Supplier is obliged to deliver to Andercore, for example changes of its design, specifications, components or manufacturing process, require our consent.
General terms and conditions of the Customer or third parties do not apply even if Andercore does not specifically object to them in a given case and accepts a Good delivered by Supplier without reservation. Even if Andercore references a letter containing the general terms and conditions of the Customer or third parties, such reference does not imply Andercore’s agreement with the applicability of such general terms and conditions.

II. Offers, orders

Supplier will prepare any offers free of charge.
The prices specified in the order shall be binding and include, unless otherwise agreed in the individual case, the costs for all ancillary services (e.g. assembly, installation) as well as the cost of the packaging and transport. The Supplier is bound to its offers for a period of two calendar weeks.
Any orders of Goods, order alterations and call-off orders must be in written form (submission via EDI (Electronic Data Interchange), email and fax shall suffice). Orders placed orally require Andercore’s confirmation in written form (submission via EDI (Electronic Data Interchange) and fax shall suffice) to have binding effect.

III. Prices, terms of payment

Unless otherwise agreed, Goods shall be delivered DDP (Incoterms 2020) cleared (for import/and export) to the destination of the recipient designated by us or, in the absence of such designation, to our place of business. The prices are set out in Euros and as net prices; the statutory value-added tax resp. sales tax shall be specified separately. If prices are set out additionally in other currencies, the prices quoted in Euros take precedence in case of contradictions.
If the Supplier is responsible for, mounting, set-up, installation or similar services, and unless otherwise agreed upon, the Supplier shall assume all required incidental costs such as travel expenses, availability of tools as well as daily allowances.
In addition to the exact designation of the scope of the delivery by item, type, amount, etc., the invoice and the delivery note must contain our exact order data, in particular the full order number. Otherwise, we may reject these, which might result in processing delays for which we cannot be held liable.
Unless otherwise agreed (e.g. in an order), Andercore shall pay the Supplier’s invoices within a period of 30 calendar days. The payment term shall commence upon receipt of the invoice, but at the earliest upon the agreed delivery/acceptance of the Goods/works. If payments are made within 14 calendar days, Andercore may deduct 3% early payment discount from the relevant invoice net amount.
The Supplier shall send any invoice to Andercore via letter post or courier service, in each case together with a copy of the relevant invoice.

IV. Delivery period, deliveries

If a call-off order arrangement is agreed with the Supplier, the Supplier is obliged to have the call-off amounts of the agreed Goods always available for immediate delivery.
If the Supplier agreed to produce Goods for us in accordance with our specifications, the Supply may only start with production of the Goods after we have inspected and approved the agreed reference samples. The Supplier may only use our specifications for producing Goods that are ordered by us and not for any other purpose or third party.
The agreed delivery date (or completion date) or the agreed delivery period is binding. The date on which the Goods are duly offered to us or the date on which a service is completed and accepted by us, is the decisive factor for determining compliance with the delivery date (or completion date).
If and during the time operational disruptions occur as a result of force majeure, for instance due to war, natural disasters, strikes, lock-outs, official directives (e.g. due to pandemics (information/recommendations from the Federal Foreign Office/WHO are considered an indication of this, e.g. as in the case of COVID-19) or epidemics).or other circumstances beyond our control and that were unforeseeable at the time when an agreement on the delivery of Goods or performance of service was concluded, we shall be released from the obligation to accept delivered Goods/ work results; and we will not be in default of acceptance if the Supplier makes an offer to deliver the Goods / provide the work results.
Unless expressly agreed otherwise, partial deliveries of Goods or work results are not allowed.
The Supplier is obliged to arrange for the necessary export and customs permits at its own expense. The Supplier shall indemnify and hold us harmless against any shipping and customs costs incurred. All export and customs documents must be returned to us in the original. At our request the Supplier shall provide free of charge a certificate of origin regarding any delivered Goods, including any other documents of the customs authorities or any other authorities regarding any delivered Goods.
The Supplier must procure all requisite shipping documents and weighing documents at its expense and must submit these in time to Andercore and/or relevant third parties, as the case may be. A single delivery note shall be attached to any delivered Goods or provided work results.
All dispatch documents and delivery notes of the Supplier shall indicate Andercore’s relevant order number.
If, at the respective request of the Supplier or according to a respective agreement, we provide technical assistance in the process of accepting the Goods/work results, making our equipment and/or staff available for such assistance, we will invoice our prices or rates for these services to the Supplier. We are entitled to reduce the amount of the pertinent Supplier’s invoice accordingly.

V. Transfer of risk, acceptance and contractual penalty in case of default

The risk of the accidental loss of the Goods shall be borne by the Supplier until the Goods are duly delivered at the agreed place of delivery.
We will only bear any costs for insurance in connection with the Goods or services after our prior written (including email) consent.
If the Supplier is in default of delivery or performance we shall be entitled to demand a contractual penalty in the amount of 0.3% of the net price agreed for the respective Goods or services per working day or part thereof on which the Supplier is in default. The amount of the contractual penalty is limited to a total of 5 % of this net price. The acceptance of delayed Goods or services shall not constitute a waiver of the contractual penalty. Further claims for damages, in particular due to damage caused by default, shall remain unaffected. The contractual penalty shall be offset against such claims for damages.

VI. Title and ownership

The transfer of title and ownership of a Good or a work result to us shall be unconditional and irrespective of the payment of the purchase price for this Good or the remuneration for the work result. If, however, in individual cases we agree with the Supplier on a transfer of title and ownership conditional on our payment of the purchase price or remuneration for the work results, title and ownership shall automatically transfer to us upon the Supplier’s receipt of the respective payment for the delivered Good or the work result. Notwithstanding the foregoing, we shall remain, in the course of proper business operations, authorised, even before payment, to sell the Goods or work results, subject to assignment of the relevant claim to payment in advance (alternatively application of the simple reservation of title (“einfacher Eigentumsvorbehalt”) extended in relation to the onward sale (“auf den Weiterverkauf verlängerter Eigentumsvorbehalt”)). Excluded are all other forms of retention of title, in particular the expanded retention of title, the passed-on retention of title and the retention of title extended to further processing. In the event of further processing (processing, mixing, combining) of the delivered Goods or work results by us, we shall be deemed to be the manufacturer and shall acquire ownership of the Goods or works at the latest upon further processing in accordance with the statutory provisions.

VII. Quality assurance

Without our prior written consent, the Supplier is not entitled to use third parties (e.g. subcontractors) to provide any agreed service.
To ensure the quality of its deliveries, the Supplier will establish and maintain a quality management system that shall be at least equivalent to the requirements of DIN ISO 9001. The Goods, work results and any services must be in accordance with the state of the art and must comply with the mandatory applicable laws, standards, regulations and directives (e.g. DIN, EN, CE, VDI) in Germany and the European Union, in particular with regard to those relating to safety and the protection of the environment.
Andercore and/or an independent auditor appointed by Andercore may at any time with reasonable prior notice audit the Supplier with respect to the Supplier’s quality management system and the quality of any ordered but not shipped Goods. The Supplier has to pay Andercore’ reasonable costs of an audit to the extent this audit reveals a material non-compliance of the Supplier with its obligations.

VIII. Inspection, warranty for defects

To the extent we are obliged under Section 377 of the German Commercial Code (“HGB”) to inspect Goods for any deviations with respect to quality or quantity within a reasonable period of time, this obligation shall be limited to obvious and easily recognisable defects. In any case, our complaint (notice of defect) is in time if the Supplier receives it within 10 working days following the delivery of the Goods to the agreed delivery site.
We are fully entitled to all statutory warranty claims regarding defects of quality and title.
Any warranty claims of Andercore shall expire after three years.

IX. Product liability claims; insurance

If product liability claims are asserted against us due to defects of Goods, the Supplier must indemnify us against this liability insofar as the cause of such defects lies within its scope of control and organisation and Supplier is liable in relation to third parties. Within the scope of its indemnification obligation, the Supplier shall reimburse expenses pursuant to Sections 683, 670 BGB and Sections 830, 840, 426 BGB arising from or in connection with a claim against third parties including recall actions carried out by us (including expenses with regard to any recall campaigns undertaken by Supplier). We shall inform the Supplier about the content and scope of recall measures – insofar as this is possible and reasonable – and give the Supplier the opportunity to comment. Any further legal claims on our part shall remain unaffected.
The Supplier must have and maintain an adequate liability insurance, including coverage of product liability damages, injury to personal harm and death, damage to property and financial loss. On request, the Supplier shall be obliged to provide us with evidence of the existence of such insurance.

X. Confidentiality, copyrights

With regard to the protection of confidential information from us, which primarily concerns information in connection with our business (in particular prices and rebates) or technical information (i.e. drawing, designs, etc.), the statutory regulations apply, in particular the law on the protection of trade secrets (“Gesetz zum Schutz von Geschäftsgeheimnissen”), as well as corresponding agreements between us and the Supplier, insofar as these have been concluded, for example in the form of non-disclosure agreements. In particular, the Supplier shall not use our confidential information for purposes other than the performance of the order/contract in the context of which the Supplier has gained knowledge of the confidential information. At Andercore’ request, all information originating from Andercore (including any copies or recordings made, if applicable) and loaned items must be immediately returned to Andercore completely or proved to be destroyed.
The non-disclosure obligations set out in Clause X. 1 shall not be applicable to confidential information (i) which was demonstrably known to the Supplier before being communicated by us or before it gained knowledge of such information and was not revealed by a third party in breach of a non-disclosure obligation; (ii) which was in the public domain or generally accessible before being communicated; (iii) which was made known to the general public or generally accessible after being communicated, but without the Supplier being involved or at fault; or (iv) disclosure of which is required in the course of official, judicial or arbitration proceedings.
We reserve all ownership rights and copyrights with regard to copies, diagrams, drawings, calculations, data and other tangible or intangible materials and that are provided by us. Such materials shall be treated as confidential and the Supplier may only disclose them to third parties with our prior express consent. The Supplier may only use or disclose these materials for purposes that directly relate to the performance of an agreement between the Supplier and us. The duty of confidentiality shall continue to apply beyond the performance of such agreement until the production know-how contained in these materials has become public knowledge.
In the event that documentation (drawings, specifications, data sheets etc.) of the supplied Goods has been produced specifically on behalf of Andercore and has been paid for – as the case may be, as part of the costs for the relevant Goods or on the basis of a separate contract – and/or is based on information provided by Andercore, the Supplier grants to Andercore exclusive and unrestricted rights of use and exploitation.
The Supplier may use neither our name nor our logo for advertising or marketing purposes without our prior written consent.

XI. Compliance

The Supplier warrants that it complies with all obligations incumbent upon it under the German Act Regulating a Minimum Wage (“Mindestlohngesetz”, “MiLoG”), if applicable. In particular, the Supplier shall pay its employees employed in Germany at least a wage in the amount of the minimum wage pursuant to Section 1 MiLoG no later than the respective due date.
The Supplier further warrants that it will only use subcontractors (including rental companies) who, for their part, comply with the obligations incumbent upon them under the MiLoG, if applicable, and in particular that the subcontractors will pay their employees working in Germany at least a wage in the amount of the minimum wage pursuant to Section 1 MiLoG no later than the respective due date.
In the event of a claim against us pursuant to Section 13 MiLoG or the initiation of fine proceedings pursuant to Section 21 para. 2 MiLoG, the Supplier shall indemnify us against all related costs (including reasonable legal defence costs and any fines imposed).
Insofar as the German Act on Mandatory Working Conditions for Workers Posted Across Borders and for Workers Regularly Employed in Germany (“Arbeitnehmerentsendegesetz”) is applicable, Clauses XI. 1 to 3 shall apply accordingly.
The Supplier warrants (i) to comply with the requirements of the Chemicals Regulation EC No. 1907/2006 (hereinafter “REACH Regulation”) as amended from time to time and to have all substances (if required) contained in the delivered Goods (or works) registered or authorised in advance and to maintain this registration/authorisation of the Goods so that we do not have to carry out such registration or authorisation ourselves in any case and (ii) that the Goods and services to be provided by the Supplier fully comply with the requirements of Directive 2011/65/EU (“RoHS”) as amended from time to time.
The Supplier shall ensure that the legal provisions and internationally recognised standards for the protection of the environment and for the respect of human rights (e.g. within the meaning of the German Supply Chain Due Diligence Obligations Act (Lieferkettensorgfaltspflichtengesetz) or the Regulation and Directive referred to in Clause XI. 5), in particular prohibitions of child and forced labour, discrimination, corruption, regulations on minimum wages as well as safety and fundamental rights of employees are complied with by the Supplier and throughout the Supplier’s entire supply chain of the Goods. The Supplier shall set up, maintain and further develop a management system in accordance with DIN ISO 14001 as well as OHSAS 18001.
At our request, the Supplier shall provide us immediately with evidence of the Supplier’s compliance with the obligations in Clause XI. 6. by providing suitable documents. In addition, we and/or an independent auditor appointed by us and/or, if requested by us, a customer of Andercore may at any time with reasonable prior notice audit the Supplier and/or, subject to our discretion, Supplier’s production sites to verify the Supplier’s compliance with the obligations in Clause XI. 6. The Supplier has to pay our reasonable costs of an audit, to the extent, this audit reveals a material non-compliance of the Supplier with its obligations under Clause XI. 6.
Andercore will inform the Supplier of any breach of Clause XI. 6 that Andercore becomes aware of. Supplier agrees to immediately remedy such breach. Notwithstanding the foregoing, we may withdraw or terminate from any then not fulfilled contracts with the Supplier if such breach is material or the Supplier does not comply with Clause XI. 7.

XII. Miscellaneous

If Supplier is from inside the EU/EEA, Switzerland or the United Kingdom, any disputes arising from or in connection with any agreement between the Supplier and us or its validity shall be governed by German law (with the exclusion of international private law) and settled by the competent courts of law of Berlin, Germany. Applicable law on exclusive jurisdiction is not affected. “The United Nations Convention on Contracts for the International Sale of Goods” (“CISG”) as well as any other, including future, bilateral or international treaties do not apply, even after being ratified.
If Supplier is from outside the EU/EEA, Switzerland or the United Kingdom, any disputes arising from or in connection with any agreement between the Supplier and us or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Berlin, Germany. The language of the arbitration shall be English. The rules of law applicable to the merits shall be Germany without recourse to the provisions of international private law. “The United Nations Convention on Contracts for the International Sale of Goods” (“CISG”) does not apply. The Parties agree that the arbitration shall be conducted as Expedited Proceedings and that Annex 4 of the DIS Arbitration Rules shall apply.
The Supplier must not set off counter-claims or withhold payments on account of such claims unless its counter-claims against us are undisputed or have been effectively established.
The Supplier is not entitled to assign to third parties claims against Andercore under any agreement with Andercore without Andercore’ prior written consent. Excluded from this are monetary claims.
The Supplier may only exercise a right of retention to the extent that its counterclaims are based on the same contractual relationship.
If individual provisions of these GCP are or become ineffective, this shall not affect the effectiveness of the remaining provisions.

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