1. These Terms and Conditions of Purchase shall apply to all orders placed by CPI Books GmbH, Birkstraße 10, 29517 Leck (Germany) -- hereinafter referred to as CPI and/or Purchaser.

2. Conflicting general terms and conditions of the contractual partner and/or deviating contractual conditions shall not apply; their validity is expressly rejected. Anything to the contrary shall only apply if there are separate agreements between the parties. The unconditional acceptance of the delivery is not sufficient in this respect.

1. Inquiries and/or requests for quotations from suppliers are non-binding.

2. Orders placed by CPI, including the acceptance of offers, are only legally effective if they are made in writing. Declarations sent electronically by e-mail satisfy the written form requirement in the above sense.

3. Order confirmations from the Supplier that deviate from an order placed by CPI constitute a new offer and must be accepted by CPI in order to form a valid contract.

1. Technical specifications and properties of the delivery item, such as performance descriptions, listed by CPI in the course of the contract negotiations or during the ordering process shall become part of the contract.

2. The information contained in the safety data sheets, declarations of no objection, specifications, etc. supplied by the supplier/contractor and/or to be supplied are warranted characteristics.

1. Agreed dates and deadlines shall run from receipt of the order by the supplier. An electronic declaration of intent shall be deemed to have been received on the day on which it is available to the supplier at its electronic address during normal business hours; otherwise on the next business day. The Supplier shall be in default if the agreed delivery date is not met. If no binding delivery time/delivery date has been agreed, the Supplier shall be in default upon expiry of a delivery deadline set by CPI.

2. The supplier must notify us immediately of any changes / delays in delivery dates. The unconditional acceptance of a delayed delivery or service does not constitute a waiver by the customer of the claims to which it is entitled due to delayed delivery / service.

3. Unless expressly agreed with CPI, partial deliveries are generally not permitted. A partial delivery does not affect the start of the payment period.

4. The customer is not obliged to accept deliveries of goods before expiry of the delivery period/delivery date.

5. Under-deliveries are generally excluded. CPI is entitled to 100% of the goods ordered, including quantities and masses. If the supplier delivers less than ordered, the contract is not fulfilled; CPI may demand subsequent delivery. Excess deliveries must be agreed between the customer and the supplier. If no prior agreement is reached, a maximum over-delivery of 1% shall apply. CPI has the right to automatically reduce and withhold the invoice amount for quantities exceeding 1%.

6. If the Supplier is in default with the delivery, it must pay a contractual penalty of 1% of the agreed net order amount for each working day of delay, up to a maximum of 10% of the net order amount. The assertion of further damages by CPI is not excluded. CPI may claim the contractual penalty up to the final payment.

1. The Supplier shall in any case be liable for delivery “free place of destination”, including all transportation, insurance, packaging and other ancillary costs and fees, including customs duties, until delivery to the place of receipt specified by CPI (DDP according to Incoterms). The risk shall pass to CPI at the time of delivery to the place of receipt.

2. The Supplier must comply with the shipping instructions of CPI and the forwarding agent or carrier. The CPI order and article numbers must be stated in all shipping documents, correspondence and invoices. Shipping documents/delivery papers that are to be enclosed with each delivery must also contain the following mandatory information:

• - Description of the order (date, number, etc.)
• - Description of the delivery bill (number, date, etc.)
• - Designation of the delivery item incl. material/item numbers noted in the order/contract

3. If, in deviation from § 5 clause 1, delivery “ex works” (EXW according to Incoterms) has been expressly agreed between the parties in exceptional cases, the Supplier shall ship at the lowest possible cost. Additional costs for express delivery which become necessary in order to meet an agreed delivery date shall be borne by the Supplier; CPI shall not bear such costs.

4. The supplier must comply with the requirements of the Packaging Act as amended from time to time. The supplier's obligation to take back packaging is also governed by this.

5. Packaging and pallets used for transportation must be in perfect condition. Undamaged EURO pallets will be exchanged by CPI upon delivery; no replacement will be provided for damaged pallets.

1. The price stated in an order is binding. Unless otherwise agreed, the price shall be “DDP” in accordance with Incoterms, including packaging. If, by way of exception, EXW (Ex Works according to Incoterms) is agreed between the parties, CPI shall only bear the most favorable freight costs; the costs and risk up to the handover to the carrier and loading shall be borne by the Supplier in any case.

2. Price reductions in the period between ordering and payment of the invoice shall benefit CPI.

3. Unless otherwise agreed, payments by the customer shall be made within 30 days with a 3% discount or within 60 days net.

4. The payment period begins as soon as the delivery / service has been provided in full and the correct invoice has been issued.

5. Claims:

• a) Claims of the Supplier against CPI may only be assigned with the express written consent of CPI. If the transaction is a commercial transaction for both parties, § 354a HGB applies.
• b) Offsetting against CPI's claims is only permitted with undisputed or legally established claims of the Supplier against CPI.
• c) The Supplier is not entitled to any rights of retention insofar as they are based on counterclaims from other legal transactions with CPI.

6. In the case of advance payments, CPI is entitled to demand appropriate security in the form of a bank guarantee, at least in the amount of the advance payment.

1. All deliveries of goods must be packaged and secured in such a way that they are adequately protected against transportation damage, dirt or other external influences.

2. The supplier shall comply with the recognized rules of technology and applicable safety regulations for its deliveries. The supplier shall carry out a quality control of the goods prior to delivery that is suitable in type and scope and meets the general standard.

• a) In the event of a defective delivery, the statutory provisions shall apply, unless otherwise stated in the following provisions.
• b) The obligation to inspect and give notice of defects pursuant to § 377 HGB applies subject to the following conditions. CPI shall inspect the products delivered by the Supplier upon receipt for conformity of the ordered and delivered goods, for any deviations in quantity and for externally recognizable damage, insofar and as soon as this is feasible in the ordinary course of business. A more extensive incoming goods inspection is expressly not owed; the supplier waives this as a precautionary measure. The supplier shall be notified immediately of any defects identified during the incoming goods inspection. If, due to defects detected during the incoming goods inspection and/or the condition of the goods, inspections exceeding the usual scope are required, the additional costs shall be borne by the supplier.
• c) CPI shall notify the Supplier of any other defects that are only discovered during processing or the intended use of the delivered goods immediately after the defects are discovered.
• d) In this respect, the supplier waives the defense of delayed complaint.

3. Defects in the delivery must be reported by CPI within 15 working days, hidden defects within the same period after becoming aware of these defects. In the case of through transactions, the period shall apply from the date of notification of defects by the customer.

4. In the event of a complaint, CPI reserves the right to charge the Supplier for the costs incurred in connection with the complaint. The Supplier shall bear the costs and risk of returning defective delivery items.

5. The statutory provisions shall apply to subsequent performance. If subsequent performance fails, if CPI cannot reasonably be expected to accept subsequent performance or if the Supplier does not begin subsequent performance immediately, CPI may withdraw from the contract/order without setting a further deadline and return the products at the Supplier's risk and expense. In these and other urgent cases, in particular to avert acute danger or to avoid major damage, if it is no longer possible to inform the Supplier of the defect and to set him a deadline, even if short, to remedy the defect, CPI may remedy the defect itself or have it remedied by a third party at the Supplier's expense. Further claims, in particular claims for damages or due to guarantees of the Supplier remain unaffected.

6. In urgent cases, in particular to avoid excessive damage, CPI is entitled to remedy the defect itself or have it remedied by third parties at the Supplier's expense to the extent necessary to fulfill its own delivery obligations.

7. If a defect in the delivery items is only discovered after they have been further processed, the supplier shall bear all costs associated with the replacement or rectification of the defective delivery items.

8. Expenses which CPI has to bear in relation to its customers because they have a claim against CPI for reimbursement of the expenses necessary for the purpose of subsequent performance - in particular transport, travel, labor and material costs - shall be charged to the Supplier.

9. The nature and quality of all deliveries must fully comply with the agreed specifications and what must be assumed with knowledge of the intended use, but at least with the mandatory statutory requirements - in particular the national and European safety regulations and DIN standards applicable at the time of delivery. The Supplier warrants that the contractual items are free of defects and meet the aforementioned requirements.

10. All costs incurred by CPI due to non-conformity of the delivery with statutory and other regulations and standards shall be charged in full to the Supplier.

1. Product liability

• a) Insofar as the Supplier is responsible for damage under the Product Liability Act, it is obliged to indemnify CPI against any claims for damages by third parties upon first written request. This also applies if CPI and the Supplier are jointly and severally liable to the injured third party under the Product Liability Act.
• b) Insofar as there is contributory negligence or contributory causation on the part of CPI, the Supplier may assert this against CPI. In the relationship between CPI and the Supplier, the respective share of damages shall be based on the corresponding proportion of contributory negligence (§ 254 BGB) or contributory causation. In this context, the Supplier shall also bear the costs incurred by CPI through the use of legal assistance, recall actions, etc. The contributory negligence/co-causation rules of § 254 BGB also apply here.
• c) CPI shall immediately inform the Supplier of the assertion of claims arising from product liability and shall neither make payments nor recognize claims without consulting the Supplier. The Supplier shall provide all necessary information and support to a reasonable extent in order to defend against the claims.
• d) The supplier shall maintain sufficient product liability insurance.
• e) Further legal claims remain unaffected.

2. Third-party property rights

• a) The Supplier warrants that there are no third-party property rights to the contractual goods that would prevent CPI from using the goods. In particular, there are no reservations of approval, license claims, etc. from third parties that restrict and/or prevent unhindered use by CPI.
• b) In the event of an infringement of third-party property rights, the Supplier shall indemnify CPI in writing and without limitation upon first request against all claims and demands of third parties; this shall also include any costs of legal action, etc.
• c) In the event of infringements of third-party property rights, the Supplier shall compensate CPI for all damages incurred by CPI as a result of and in connection with the infringement.

3. In all other respects, the parties shall be liable in accordance with the statutory provisions.

Confidentiality and data protection

1. Both parties undertake to keep secret all information from the area of the other party which is not generally public knowledge and which becomes known to them through the business relationship and not to use it for their own purposes or the purposes of third parties.

2. Both parties undertake to keep secret all information from the area of the other party which is not generally public knowledge and which becomes known to them through the business relationship and not to use it for their own purposes or the purposes of third parties.

3. All documents made available to the Supplier by CPI for the provision of services shall remain the property of CPI and must be returned to CPI together with all copies, duplicates etc. made at CPI's request or destroyed at CPI's request.

4. The Supplier undertakes to expressly and demonstrably inform the employees, vicarious agents and subcontractors employed by it that CPI may collect and process the following personal data about them for the purpose of ensuring compliance with statutory regulations and legitimate business interests: Title, last name, first name, date of birth, street, postal code, city, country. For employees, vicarious agents and subcontractors who are deployed and who require a work permit or residence permit for the supplier of an activity in Germany under applicable German or European law, the following additional information may be collected: Period of validity of the work permit and/or residence permit, restriction of weekly working hours according to work permit, restriction of work location according to work permit, restriction of activity/function according to work permit.

5. The above obligations shall also apply beyond the term of the contract.

1. Disruptions to the contract due to events that are unforeseeable and unavoidable and lie outside the sphere of influence of the Supplier and/or CPI and for which the Supplier and/or CPI is not responsible, such as force majeure, war or natural disasters, shall release the Supplier and/or CPI from its obligation to perform for the duration of this disruption and to the extent of its effect. The contractual obligations shall be adapted in good faith to the changed conditions.

2. If the end of such a disruption is not foreseeable and the disruption lasts for more than two months, CPI has the right to withdraw from the affected contract or its unfulfilled products or to declare termination without notice.

1. The place of performance is the place of delivery or execution specified by the customer; for payments this is Leck

2. The place of jurisdiction for all disputes arising from the contractual relationship is Leck

3. German law shall apply exclusively to the exclusion of all international legal standards and in particular to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

4. Verbal collateral agreements and amendments or additions to a contract must be made in writing in order to be valid. in the sense of § 126 BGB. This also applies to an agreement to deviate from or waive this formal requirement.

5. Should any provision of this contract be or become void or invalid in whole or in part, this shall not affect the validity and enforceability of the remaining provisions.