General Purchasing Conditions of Innovation Agritech Group

1. Order, Order Confirmation

These General Purchasing Conditions apply to all business relations between us (referred to as “Purchaser” below) and our business partners and suppliers (referred to as “Supplier” below) unless they are modified by express written agreement. They apply to all supplies and services (referred to, for example, as “goods” below) from the Suppliers.

The present General Purchasing Conditions shall also apply exclusively if the Purchaser accepts supplies or services from the Supplier and conflicting terms and conditions of the Supplier should exist, even if the Purchaser did not expressly object to such terms and conditions.

The present General Purchasing Conditions shall apply in the specific version as a skeleton agreement also for future contracts relating to sales and/or supply of movable goods with the same supplier without need for the Purchaser to refer to them specifically again in each individual case; the Purchaser will inform the Supplier under these circumstances immediately about any changes to these General Purchasing Conditions.

These General Purchasing Conditions apply only to agreements/contracts concluded with entrepreneurs under UK Foreign Trade Law, legal entities under public law or special funds under public law.

2. Conclusion of Contract, Production of Samples

A supply contract shall not be deemed concluded until the Purchaser has responded to an offer by sending a written notice of acceptance within the offer validity period or, in default of such an offer validity period, within 14 days.

Design drawings, dimension and weight specifications, quantities, prices, other descriptions and other data such as those that appear in catalogues, newsletters, advertisements or price lists of the Purchaser are only approximate values and shall be without commitment for the Purchaser until they are expressly incorporated into a contract. Such data communicated to the Supplier prior to conclusion of contract shall remain the exclusive property of the Purchaser and must not be disclosed to any third party; after completion of the purchase order, they must be returned to the Purchaser on request or deleted. The same shall apply accordingly if the Purchaser makes tools available to the Supplier for the production of the goods.

If products are ordered according to the Purchaser’s design drawings, the Supplier shall deliver one sample product free of charge. Series production must not be initiated until the sample product is released by the Purchaser. The Supplier is obliged to draw the attention to any concerns regarding design, functional capability, materials used, etc. Prior to any modification to the production of the product sampled, written consent must be obtained from the Purchaser. Products that are based on design drawings shall exclusively be delivered to the Purchaser unless the Purchaser expressly agrees to delivery to a third party.

3. Quality Assurance (need to formulate statement)

The Supplier commits to printing out and reading the Purchaser’s current quality assurance agreement at www.innovationagritech.com valid at any one time and complying with its terms. This quality assurance agreement forms part of the contract on the agreed supplies and services concluded with the Purchaser.

With regard to the Purchaser’s duty to inspect goods for defects and notify any defects found (clause 9 of these Purchasing Conditions), the provisions of the quality assurance agreement have precedence over the provisions specified in clause 8 of the present document.

4. Purchase Price, Payment Terms

The price specified in the purchase order is binding and based on "Delivery Duty Paid" (DDP Incoterms 2021) unless stated and agreed otherwise. It includes delivery "free domicile", packaging, transport insurance, but not the legal V.A.T. rate.

Invoices can only be processed by the Purchaser if they refer to the order number or commission number shown in the purchase order and are received by the Purchaser in duplicate and separately from the goods shipment.

Payment and delivery shall be made in the mode and time as agreed by the parties in each individual case. If an agreement is not made in an individual case, payment shall normally be made within 30 days after delivery and receipt of the invoice. The Purchaser shall not be liable for any interest after due date.

5. Delivery Conditions, Contractual Penalty

The Supplier shall not be entitled without prior written consent of the Purchaser to have its contractual obligations fulfilled by one or more third parties (e.g. subcontractors). Delivery shall be made on the date of delivery specified in the contract or purchase order. The Supplier shall be obliged to notify the Purchaser immediately in writing if a delay in delivery should occur.

If the Supplier should be in default, the Purchaser shall be entitled to claim a contractual penalty in the amount of 1% of the value of the delivery for each full calendar week of delay, however, not exceeding a total of 5% of the full or proportional purchase price of the goods that are in delay, as appropriate, unless otherwise agreed in the contract. The Purchaser shall be at liberty to prove that a higher loss has occurred. The Supplier shall be at liberty to prove that a loss has not occurred at all or is substantially lower than claimed.

Acceptance of a delayed delivery shall not be construed as a waiver of a claim for contractual penalty or damages, as appropriate. A claim for contractual penalty shall be deemed to have been made in due time if the Purchaser deducts the contractual penalty from the next invoice due.

Partial deliveries shall generally not be admissible unless the Purchaser consented to these expressly or if they are just and reasonable to the Purchaser. Acceptance of an unwanted partial delivery by the Purchaser shall not affect the Purchaser’s rights regarding the overall delivery in any way, even if such reservation should not be made expressly at acceptance.

The Purchaser shall not be obliged to accept any delivery before the agreed date of delivery.

6. Force Majeure

The Purchaser shall not be obliged to accept timely delivery if prevented from acceptance by legal industrial action, interruption of operations through no fault of its own, government interventions, riots or other inevitable events. The Purchaser shall communicate the occurrence and the anticipated duration of such circumstances to the Supplier without delay. If the hindrance should persist for more than 2 months, the Supplier shall have the statutory rights based on the concept of definite obstacles of performance occurring through no fault of one’s own. The Purchaser shall be entitled to cancel the contract in full or in part in such a case. The Supplier shall then be entitled to invoice those supplies and services that were delivered until the time of cancellation in analogy to the provisions of § 645 BGB, excluding any further claims. The stipulations regarding delay of a contractual partner shall remain unaffected by this clause.

7. Tooling

7.1 Title of Tooling

All tooling wholly owned by IAG and used by the Supplier to produce components is held by the Supplier in trust and must be released on request. IAG will provide no less than 48 hours notice. The tooling must not be used by the Supplier as a lien of any kind, before being released. It is the responsibility of the Supplier to keep the tooling in a good condition, maintained regularly, including the replacement of “Date Clocks” as well as fully insured all at no cost to IAG. The Supplier warrants that the tooling will not be moved from their premises to any other premises or subcontractor without first receiving written authority from IAG. Each piece of Tooling will have an Asset Register Label attached to it. If the label has been removed or has come away please contact our Technical Director to obtain a replacement.

7.2 Insurance
The Supplier warrants to keep insured against any potential damage or loss, items that are the full or part property of IAG whilst in their possession or in the possession of their subcontractors. The Supplier shall hold IAG fully indemnified against any liability by reason of any loss, damage or expense arising from prosecution, death, injury, resulting from operation or use of the Goods whether by IAG Ltd or any of its customers or their respective employees, servants or agents resulting from any breach of the warranties referred to herein.

8. Passage of Risk

Unless otherwise specified in the individual delivery contracts, the time of passage of risk is defined according to the Incoterms of the International Chamber of Commerce Incoterms 2021.

If an agreement is not made in this regard in an individual case, the “delivery duty paid” mode Incoterms 2021 shall apply by default.

9. Right to Audit and Duty to Inspect

The Purchaser shall be entitled to audit the Supplier’s production. With regard to the commercial duties to inspect goods for defects and notify any defects found, the statutory provisions of UK Foreign Trade Law shall apply with the following requirements:

The Purchaser’s duty to inspect goods shall be limited to those defects which become obvious in the Purchaser’s incoming goods inspection by exterior inspection of the goods including delivery documents or in the quality inspection by random sampling (e.g. transport damage, wrong or short delivery). A duty to inspect does not apply insofar as acceptance is agreed. In all other respects, this shall be governed by the reasonableness of an inspection, considering the specific circumstances of each individual case in the ordinary course of business.

The Purchaser’s duty to notify any defects found later shall remain unaffected. In any case, our complaint (notice of defect) shall be deemed to have been communicated without delay and in due time if it is received by the Supplier within 8 working days.

10. Claims for Defects

10.1. Claims for Material Defects
The Supplier undertakes that the delivery item including its appearance and reference to the purchase order is free from defects and complies with the latest state of the art, the relevant legal regulations and standards of government authorities, employers’ liability insurance associations and technical associations and that the Supplier does not know of any impending modifications thereof.

The Supplier’s liability for defects shall be valid for 36 months, unless covered by longer time warranty, from the passage of risk.

Insofar as the item purchased has a defect which is attributable to the Supplier, the Purchaser shall be entitled to request at its own discretion either rectification of the defect or a replacement delivery from the Supplier at the latter’s expense. All replacement shipments or repairs shall also be subject to the warranty for defects stipulated in these General Purchasing Conditions.

10.2. Legal Compliance
The Supplier assures that the execution of the individual delivery contracts will not involve any violation of any legal regulation, particularly laws, ordinances or other regulations of any official agency.

10.3. Claims for Defects of Title
The Supplier assures that it has absolute title to all objects subject to the purchasing contracts and that there are no conflicting rights whatsoever of any third party (such as liens, other creditor titles from assignment of claims or other collateral securities, sale of receivables, hire-purchase, conditional sale, etc.).

10.4. Further Claims for Defects
Any further statutory claims for defects to the benefit of the Purchaser shall remain unaffected.

11. Warranties, Warranted Properties

If the Supplier assumed a warranty for the condition of the delivery item or warranted a particular property, the Supplier shall be liable for damages including loss in lieu of performance pursuant to the statutory provisions. The statutory period of limitation shall be 36 months from the discovery of the lack of the warranted or guaranteed property.

12. Recourse for Delivery

If a customer should make a claim on the Purchaser in respect of a sale of consumer goods and this claim is based on a defect of the item delivered by the Supplier, the Purchaser’s right to assert a recourse claim shall be subject to a statutory limitation of 60 months from the passage of risk from the Supplier to the Purchaser.

13. Product Liability

If a product should show a defect which is attributable to the Supplier and for which the Supplier itself has third-party liability, the Supplier shall be obliged to indemnify the Purchaser against any claims for damages from any third party and reimburse to the Purchaser any expenses that may result from a product recall.

The Purchaser shall notify the Supplier as far as possible about its intention to initiate a product recall and provide an opportunity for the latter to make representations. The Supplier agrees to maintain product liability insurance at an insured sum of £2 million – flat rate – for each instance of injury/damage; any further claims for damages to which the Purchaser might be entitled shall remain unaffected.

14. Trade mark rights

(a) In accordance with the requirements of para. (b), the Supplier guarantees that he/she will not breach any trade mark rights of third parties in countries of the European Union or any other countries in which he/she manufactures the products or has them manufactured. (b) The Supplier is obliged to release the purchaser from all claims made by third parties against the purchaser because of the breach named in para. (a) of commercial trade mark rights and to reimburse the purchaser with all the necessary expenses related to this claim. This right does not apply if the Supplier is able to prove that he/she is either not responsible for the infringement of the trade mark right or unaware of any infringement while exercising the due care of a diligent businessman at the point in time of the delivery. (c) Further legal claims of ours due to a defect in title with regard to goods delivered to us shall remain unaffected.

15. Retention of ownership, provision, tools, obligation to maintain secrecy

(a) In as far as we provide the Supplier with parts, we shall retain ownership of these. Any processing or changes made by the Supplier shall be made on our behalf. If our reserved goods are processed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value our item to the other processed objects at the time of processing.

(b) If the item made available by us is inseparably mixed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value of the item subject to the reserved item to the other objects mixed-in at the time of the mixing. If the mixing takes place in such a manner that the item of the Supplier is to be regarded as the main item, then it is deemed to be agreed that the Supplier transfers co-ownership on a pro rata basis; the supplier shall preserve for us the sole or co-ownership.

(c) The Supplier shall be obliged to insure the materials provided by us sufficiently against the usual damage risks - fire, theft, burglary, water, etc. - at his/her own expense. The Supplier must surrender any reimbursement claims in advance deriving from the insurance contract. We herewith accept the transfer.

(d) We reserve our title to ownership of tools; the Supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us, even if they are manufactured by the Supplier him/herself at their own expense. The Supplier is obliged to insure the tools belonging to us at the reinstatement value against damage caused by fire, water and theft at his/her own expense. He/she is obliged to have the necessary maintenance and inspection work carried out in due time and at his/her own expense. Any faults must be communicated to us immediately; where he/she culpably fails to do so, the damage compensation claims will remain unaffected.

16. Supplier Statement, Foreign Trade

The Supplier shall demonstrate the provenance/origin of the goods in compliance with the relevant regulations, particularly by providing a supplier’s declaration or a declaration of origin and statement of the country of origin of the goods.

The Supplier shall inform the Purchaser about whether the goods are subject to an export license. The Supplier shall communicate to the Purchaser the control list item number according to the UK foreign trade law. On request, the Supplier shall communicate to the Purchaser any further export-related data applicable to the goods.

17. Spare Part Supply

For technical delivery items, the Supplier shall warrant to the Purchaser the spare parts supply at normal market prices for a period of 10 years after passage of the risk relating to the delivery item to the Purchaser.

18. Confidentiality

The Supplier undertakes to refrain from passing to any third party any and all information or data relating to the Purchaser that become known to it in the course of fulfilling or executing a contractual relationship with the Purchaser or disclosing them in any other way.

The Supplier shall only be authorized to make information and data received from the Purchaser available to those persons who need to use them necessarily for the purpose of making a delivery to the Purchaser and who have also been committed to maintaining confidentiality.

The Supplier shall impose these obligations to maintain confidentiality also upon any and all persons employed and make sure that they comply with this obligation to maintain confidentiality.

An obligation to maintain confidentiality shall not apply by way of exception (a) to any data or information that have already been in lawful possession of the Supplier at the time of their disclosure;

(b) to any data or information that were already in the public domain at the time of their disclosure to the Supplier or became publicly available thereafter;

(c) if and to the extent the Supplier or any of its employees should be bound by law or a decision of a court or administrative authority to communicate the information disclosed by the Purchaser to the Supplier and/or provide information about it;

(d) if the Purchaser has previously consented to the disclosure of data or information received by the Supplier from the Purchaser. The Supplier shall bear the burden of proof for the applicability of the exceptions referred to in the preceding phrases (a-d).

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The Purchaser reserves all rights to such information (including copyrights and the right to file industrial property rights such as patents, etc.). If and to the extent that such information was disclosed to the Purchaser by any third party, this legal reservation shall also apply to the benefit of such third parties.

19. Compliance

The Supplier commits to complying with any and all laws and regulations of those countries in which it performs activities. The Supplier assures the Purchaser that it will neither engage in any bribery offense nor any violation of human rights – neither directly nor indirectly, neither actively nor passively. The Supplier is responsible for the protection of its personnel and the environment. The Supplier shall impose these obligations also upon its suppliers in each individual case.

20. Legal Venue; Jurisdiction, Precedence of Language

The present agreement is subject to UK law alone, excluding the application of the UN Convention on International Sale of Goods.

The Purchaser’s domicile shall be the legal venue for any disputes arising out of the contractual relationship. However, the Purchaser shall also be entitled to bring an action against the Supplier before the court having jurisdiction at the Supplier’s domicile. Any interpretation of a specific contract and the present General Purchasing Conditions shall be based on the original English text even if the contract and/or the present General Purchasing Conditions are translated into a different language.

21. Severability Clause

If any individual provision of the present General Purchasing Conditions should be void in full or in part, this shall not affect the validity of the remaining provisions. The parties agree to replace any void provision by a valid one which comes as close as possible to the economic intent of the invalid provision. This shall not apply in case of invalidity due to a violation of UK Foreign Trade Law.

In such a case, the statutory provision shall apply unless it is appropriate to make a supplementary interpretation of the contract for the purpose of filling a gap.