The following terms and conditions of purchase exclusively govern the legal relationship between the supplier and DILAX. Any terms and conditions of the supplier or deviations from the agreement are only considered accepted if confirmed in writing by DILAX. Neither silence nor unconditional acceptance of deliveries and services or their payment implies DILAX’s acceptance of the supplier’s terms of sale.

2.1 Offers and cost estimates provided by the supplier are free of charge and do not create any obligations for DILAX.

2.2 The supplier must expressly indicate any deviations from the inquiry in the offer and additionally offer solutions that are technically or economically more favorable compared to the inquiry.

3.1 DILAX orders must be in writing. They are valid without a handwritten signature if indicated on the order form. Transmission via fax, email, or electronic data transfer is considered equivalent to written form. The supplier is obliged to accept the order in the same form within two weeks of receipt. After this period, DILAX is entitled to withdraw the order.

3.2 All conditions, specifications, standards, and other documents attached to or listed in the order are part of the order.

If DILAX requests a change to the delivery item, the supplier must promptly inform DILAX in writing of any additional or reduced costs and schedule impacts and provide evidence of these changes.

Force majeure, labor disputes, unforeseen disruptions to operations, civil unrest, government actions, and other unavoidable and non-negligent circumstances on the part of DILAX entitle DILAX—without prejudice to its other rights—to withdraw from the contract in whole or in part if they are not of insignificant duration and significantly reduce DILAX’s demand. In all other cases of non-culpable hindrance, the delivery and payment deadlines will be extended in proportion to the duration of the delay.

Materials provided by DILAX to the supplier remain the property of DILAX. They must be stored separately, properly marked, and used only for DILAX orders. The supplier is liable for any damage, depreciation, or loss of these materials. Processing or transformation by the supplier is done on behalf of DILAX.

7.1 The deadlines specified in the order or otherwise agreed upon are binding and must be strictly adhered to. The supplier enters default without the need for a reminder if these deadlines are not met for reasons attributable to the supplier.

7.2 The supplier must notify DILAX in writing without delay of any foreseeable delay or failure to meet the agreed deadlines and provide reasons and the expected duration.

7.3 In the event of a delay in delivery, DILAX is entitled to all legal claims, especially the right to compensation for damages caused by the delay. Additional costs, particularly those resulting from necessary replacement purchases, will be borne by the supplier. Unconditional acceptance of late deliveries does not imply a waiver of claims for damages.

8.1 In all correspondence relating to an order, the supplier must state the order and contract numbers. All shipping documents must include the information required by DILAX on the order, particularly the order number, order position, and quantity per position. The supplier bears any costs arising from failure to observe DILAX's shipping instructions. The quantities, weights, and dimensions determined by DILAX upon receipt are decisive, unless proven otherwise.

8.2 Partial deliveries require prior written approval from DILAX and must be clearly marked as such in the shipping documents.

8.3 Deliveries must be made in appropriate packaging, following the general transportation and freight regulations. If the supplier is obligated to take back the packaging under the packaging regulations, the supplier bears the costs of return and disposal.

8.4 The place of fulfillment is the location where the goods are to be delivered or where the work or service is to be performed, as specified in the order. Ownership of the goods is transferred to DILAX upon passing of risk at the place of fulfillment or upon handover to a carrier specially designated by DILAX, without any retention of rights by the supplier.

9.1 The agreed prices are net prices plus any applicable value-added tax.

9.2 The supplier must submit a separate invoice for each delivery or service. The invoice must match the wording of the order, include the DILAX order number, and specify any applicable value-added tax. The invoice must also include the exact designation of the order, the DILAX ordering department, and the date of the order. Invoices that do not contain all of the required information will be returned by DILAX and do not constitute a due payment.

9.3 Unless otherwise expressly agreed in writing, payment is due within 14 days with a 2% discount or within 45 days without deduction.

9.4 The payment period begins on the working day following the receipt of a proper and verifiable invoice as per section 1, or upon receipt of the goods or services—whichever is later. If the goods are accepted early, the payment period begins from the delivery date specified in the order or the invoice date—whichever is later.

9.5 In the case of defective delivery, the payment period is suspended until proper performance is completed, without any loss of discounts or similar payment benefits.

9.6 Except as permitted by § 354a of the German Commercial Code (HGB), the supplier is not entitled to assign claims against DILAX or have them collected by third parties.

10.1 The supplier guarantees that the delivery items are free from material and legal defects.

10.2 DILAX is entitled to inspect the delivery items according to recognized sampling procedures during regular business operations. The supplier waives the objection of late notification of defects if defects discovered during this process are reported immediately, or if undiscovered defects are reported immediately after they are found.

10.3 Unless otherwise agreed in writing, claims for defects regarding delivery items, works, and services expire 24 months after the commissioning/use of the end product, acceptance of the work, or receipt of the service. In the case of supplementary performance, the period is extended by the time during which DILAX or its client cannot use the delivery item in accordance with the contract.

10.4 DILAX is entitled to all statutory claims for defects without limitation. The supplier must, at DILAX's discretion, provide supplementary performance free of charge through repair or replacement. The supplier is entitled to a maximum of two attempts to provide supplementary performance. If it is clear after notification of the defect that the supplier is unwilling or unable to provide supplementary performance as quickly as necessary to prevent disproportionately large damages, DILAX is entitled to rectify the defect itself or have it rectified by third parties and claim reimbursement for the necessary costs and expenses. The same applies if the supplier does not remedy the defect within an appropriate deadline set by DILAX in writing.

10.5 The supplier is liable for all direct and indirect damages and expenses incurred by DILAX due to defects in the delivery item. This also includes the costs of an inspection that exceeds the normal scope if parts of the delivery are found to be defective. The supplier is also obliged to reimburse DILAX for any expenses it is legally required to bear towards its clients due to defects in the delivery.

11.1 Before changing manufacturing processes, materials, or components for the delivery items, relocating production sites, or changing procedures or equipment for testing delivery items, or implementing any other measures that could affect the quality and/or safety of the delivery items, the supplier must notify DILAX in writing in advance. Changes to agreed specifications may not be made without the prior written approval of DILAX.

11.2 All changes to the delivery items and product-related changes in the process chain must be recorded in a product lifecycle document. This includes documentation of drawing changes, deviation permits, process changes, changes in test methods and frequencies, changes in suppliers, sub-components, and operating materials. The product lifecycle documentation must be disclosed to DILAX upon request.

12.1 If DILAX is held liable by a customer or third party for product liability, the supplier is obliged to indemnify DILAX from such claims, provided and to the extent that the damage was caused by a defect in a delivery item. In such cases, the supplier assumes all costs and expenses, including the costs of legal proceedings.

12.2 If a safety-related defect in the delivery items necessitates or leads to an official order for a recall, the supplier will bear all costs and expenses associated with the recall. The content and scope of such a recall will be coordinated between DILAX and the supplier, if possible and reasonable. If the supplier is not equipped to carry out the recall due to the nature of its operations (e.g., lack of a service organization), DILAX is entitled to act in the supplier's interest. Otherwise, statutory provisions apply.

13.1 The Supplier guarantees that it complies with all requirements of the EU Chemicals Regulation REACH (Regulation EC No. 1907/2006) in its current version — hereinafter referred to as the REACH Regulation — in particular, that the registration of substances has been completed. The Supplier further guarantees not to deliver any products containing substances in accordance with:

– Annexes 1 to 9 of the REACH Regulation in its current version;

– Council Decision 2006/507/EC (Stockholm Convention on Persistent Organic Pollutants) in its current version;

– Regulation (EC) No. 1005/2009 on substances that deplete the ozone layer in its current version;

– RoHS (2011/65/EU) for products within its scope.

13.2 If the delivered goods contain substances listed on the so-called “Candidate List of Substances of Very High Concern” ("SVHC List") according to REACH, the Supplier is obligated to notify DILAX immediately. This also applies if substances not previously listed are added to the list during ongoing deliveries.

13.3 Furthermore, the products must not contain asbestos, biocides, or radioactive materials. Should these substances be present in the products delivered to DILAX, the Supplier must notify DILAX in writing before delivery, specifying the substance, the identification number (e.g., CAS), and providing an up-to-date safety data sheet for the product to be delivered. The delivery of such products requires separate approval by DILAX.

13.4 The Supplier is obligated to indemnify DILAX against any liability related to non-compliance with the above-mentioned regulations by the Supplier, or to compensate for all damages, including legal costs, incurred by DILAX as a result of or in connection with the Supplier's non-compliance with the regulations.

The Supplier guarantees that no third-party intellectual property rights are infringed in connection with its delivery. If DILAX is held liable by third parties for such infringement, the Supplier must indemnify DILAX from all claims and bear all costs and expenses, including legal costs, related to the claim.

15.1 The Supplier is obligated to treat DILAX’s orders and all related commercial and technical details as trade secrets. If a separate confidentiality agreement has been concluded with the Supplier, its provisions take precedence unless otherwise agreed.

15.2 All documents, data, IT information, software, materials, type-bound tools or devices, and objects (e.g., samples, models) provided to the Supplier for the execution of DILAX’s orders remain the property of DILAX and must be handled, maintained, and insured with care by the Supplier upon DILAX’s request.

15.3 Likewise, any documents prepared by the Supplier based on DILAX’s specifications become the property of DILAX upon payment of the respective order and must not be duplicated or disclosed to third parties by the Supplier. These documents must be returned to DILAX immediately upon DILAX’s first request.

15.4 This confidentiality obligation remains in effect indefinitely beyond the duration of the contractual relationship and must be passed on to all legal representatives, employees, and other third parties used by the Supplier to fulfill its obligations arising from DILAX's order.

The Supplier agrees that DILAX may store the Supplier’s data and contract information electronically and use it solely for its own purposes within DILAX and its affiliated companies as part of the business relationship.

Only German law applies, to the exclusion of conflict of laws and the Hague Uniform Laws on the Sale of Goods, the UN Convention on Contracts for the International Sale of Goods (CISG), and other conventions.

18.1 The place of jurisdiction and performance is the registered office of DILAX.

18.2 If any provision of these purchasing terms becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. In such a case, the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the intended economic purpose of the invalid or unenforceable provision. The same applies in the event that the purchasing terms contain a gap.