General Terms and Conditions of Purchase

1. These General Terms and Conditions of Purchase apply to all current and future legal relationships between Mack Automation GmbH, hereinafter collectively referred to as the “Client,” on the one hand, and the “Contractor” on the other.
2. The Client’s Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions of the Contractor that conflict with or deviate from these Terms and Conditions of Purchase shall not be recognized, unless the Client has expressly agreed to their validity in writing. The Client’s Terms and Conditions of Purchase shall also apply if the Client accepts the delivery without reservation while being aware of conflicting or deviating terms and conditions of the Contractor.
3. All agreements made between the Client and the Contractor must be set forth in writing. There are no oral side agreements.
4. Any rights to which the Client is entitled under statutory provisions beyond these Terms and Conditions of Purchase remain unaffected.

1. If the Contractor does not accept the order or delivery request in writing within 5 business days of receipt, the Client is entitled to rescind the order without the Contractor being able to assert any claims against the Client as a result.
2. The Client may, within reasonable limits for the Contractor, request changes to the design and execution of the delivery item. In such cases, the consequences—particularly with regard to additional or reduced costs as well as delivery dates—shall be settled by mutual agreement in an appropriate manner.
3. The Client reserves ownership rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made available to third parties without the Client’s express written consent. These are to be used exclusively for production based on the Client’s orders; after the order has been fulfilled, they must be returned to the Client without being asked. They must be kept confidential from third parties; in this regard, the provision of § 12 applies additionally.
4. With respect to software included in the product scope of delivery, including its documentation, the Client has, in addition to the right to use it to the extent permitted by law, the right to use it with the agreed-upon performance characteristics and to the extent necessary for the contractual use of the product. The Client may create a backup copy even without an express agreement.
5. The Contractor shall notify Mack Automation in a timely manner if it engages subcontractors and shall identify them. The Contractor shall be liable for suppliers and subcontractors as if they were its own fault.

1. For technical deliveries, the contractor agrees to supply replacement parts at market rates and under standard terms and conditions for the duration of the product’s normal useful life, but for a minimum of 10 years.

1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery and packaging (INCOTERMS 2000: DDP). The return of packaging requires a separate agreement.
2. Statutory value-added tax is not included in the price. Other taxes, customs duties, and other levies shall be borne exclusively by the Contractor.
3. The Client may process invoices only if they—in accordance with the specifications in the order—include, among other things, the order number listed therein; the Contractor is responsible for all consequences arising from failure to comply with this obligation, unless the Contractor can prove that it is not at fault.
4. Unless otherwise agreed in writing, the Client shall pay the net purchase price within 30 days or within 21 days with a 3% discount, calculated from the date of receipt of the goods and the invoice.
5. If early deliveries are accepted, the due date shall be based on the agreed delivery date.
6. In the event of a defective delivery, the Client is entitled to withhold payment on a pro rata basis until proper performance has been achieved. Bonuses, discounts, and price reductions remain unaffected by this.
7. The Client is entitled to rights of set-off and retention to the extent permitted by law.

1. Agreed dates and deadlines are binding. Compliance with the delivery date or delivery period is determined by the receipt of the goods at the Client’s facility.
2. The Contractor is obligated to notify the Client immediately in writing if circumstances arise or become apparent to the Contractor that indicate the agreed delivery time cannot be met.
3. In the event of a delay in delivery, the client is entitled to demand a contractual penalty equal to 1% of the delivery value per completed week, but not exceeding 5% of the delivery value; the client reserves the right to assert further legal claims (e.g., rescission or damages). In addition, the Contractor shall be liable for any damages incurred by the Client as a result of missed deadlines due to production bottlenecks, order rejections, loss of wages, etc., to the extent that such damages exceed the contractual penalty.
4. If, due to unforeseen events such as force majeure, labor disputes, operational disruptions of any kind, a reduction in orders, etc., which result in a decrease in demand, the Client is unable to accept the delivery or service in accordance with the order, the Client may, within reasonable limits, amend and reduce the order accordingly. In such a case, the contractor shall have no claim to reimbursement of expenses or damages, nor may the contractor demand a higher price or assert any other claims.
5. If, due to force majeure, the Contractor’s performance obligations are suspended for a period exceeding two weeks, the Client is entitled to terminate the contractual relationship with immediate effect. In this case, the Contractor may demand reimbursement for verifiable expenses incurred in reliance on the continued existence of the contractual relationship up until the suspension of the contractual obligations.

1. The Client expects the Contractor to maintain 100% on-time delivery.
2. The Contractor must ensure that its deliveries comply with the current state of the art, safety regulations, and the agreed-upon technical specifications. The Contractor shall employ only qualified personnel for the respective order. If specific qualifications are required to perform the service, these will be specified separately in the purchase order. The Contractor should establish and maintain an appropriate quality management system based on DIN EN ISO 9001. The Client reserves the right to verify the effectiveness of the quality management system on site. The Contractor also grants this right to the Client’s customers. Changes to the delivery items require prior written consent. The Contractor must continuously monitor the quality of the deliverables. If necessary, individual quality assurance agreements may be concluded. The contracting parties shall inform each other of any opportunities for quality improvement.
3. The Contractor must also document in its quality records for all products when, how, and by whom the defect-free manufacture of the deliveries was ensured. The Contractor must impose the same obligations on its suppliers to the extent permitted by law. All materials used in manufacturing must comply with the applicable legal safety and environmental regulations of the respective country of manufacture or distribution. The Contractor guarantees that the delivered goods, insofar as they fall within the scope of the RoHS Directive, comply with the currently applicable requirements of the RoHS Directive and the corresponding provision(s) of the German Electrical and Electronic Equipment Act (ElektroG).
4. For materials (substances, preparations) and articles (e.g., goods, parts, technical equipment, uncleaned returnable containers) that, due to their nature, properties, or condition, may pose a hazard to human life and health, the environment, or property, and that therefore, pursuant to regulations, require special handling with regard to packaging, transport, storage, handling, and waste disposal, the Contractor shall provide the Client, along with the bid, with a fully completed EC Safety Data Sheet in accordance with Regulation (EC) No. 1272/2008 and an applicable accident information sheet (transport). In the event of changes to the materials or the legal situation, the Contractor shall provide the Client with updated data sheets and information sheets.
5. The Contractor therefore undertakes, among other things, to comply with the requirements of EC Regulation 1907/ 2006/EC (hereinafter “REACH Regulation”) and EC Directive 2011/65/EU (hereinafter “RoHS Directive”) in the version valid at the time of delivery and to fulfill all obligations incumbent upon a supplier under the REACH Regulation and the RoHS Directive. The Contractor warrants that all goods comply with the requirements of the RoHS Directive and shall also confirm RoHS compliance to Mack Automation in writing in each instance.
6. Packaging and packaging components shall comply with the requirements of Regulation (EU) 2025/40 (PPWR), as amended from time to time; the Contractor shall provide the EU Declaration of Conformity pursuant to Article 39 of the PPWR without being asked, no later than upon delivery, and shall provide further evidence of conformity free of charge upon request.

1. Acceptance of the goods is subject to an inspection to ensure they are free of defects, in particular with regard to correctness, completeness, and suitability. The customer reserves the right to inspect the delivered goods within a period of up to 20 business days from the arrival of the goods at our plant. The inspection may be limited to random sampling. The Client is not obligated to conduct technical functional tests within this period or to verify whether the goods are suitable for further processing by the Client. Only defects that are immediately apparent upon visual inspection—including through random sampling—must be reported by the Client without delay after the 20-business-day period has expired.

   Defects discovered must be reported by the Client immediately upon discovery. Unless otherwise proven, the values determined by the Client during the incoming goods inspection shall be decisive for quantities, weights, and dimensions.

2. In urgent cases, the Client may, after consulting with the Contractor, carry out the corrective work itself or have it performed by a third party. Any costs incurred as a result shall be borne by the Contractor. If the same goods are repeatedly delivered with defects, the Client shall be entitled, following a written warning, to rescind the contract—including for the unfulfilled portion of the delivery—in the event of another defective delivery.
3. The warranty period is 24 months, beginning upon transfer of risk or, if a final acceptance has been agreed upon, after successful final acceptance.
4. Unless otherwise specified above, the warranty is governed by statutory provisions.
5. In the event of a culpable breach of duty going beyond the delivery of defective goods (e.g., the duty to provide information, advice, or inspection), the Client may demand compensation for the resulting damage (including consequential damages arising from the defect).
6. For machinery and equipment, the agreed-upon tests will be conducted to verify performance and compliance with the contractually specified characteristics. Should the actual condition differ from the contractually agreed-upon condition, the contractor will be granted a reasonable period of time to remedy the defect. If the relevant specifications are not met even after two attempts at rectification, the client reserves the right to have the work rectified, to demand a replacement delivery, to withdraw from the contract, or to claim a reduction in price. In the event that a contractual penalty has been agreed upon for failure to meet a performance parameter, such penalty shall become due even if the client does not claim it immediately upon the failed acceptance.
7. If a defect is discovered only after further processing following delivery, the Contractor shall also be liable for any resulting damage.
8. The Contractor’s performance influences the supplier evaluation conducted by the Client.
9. The Client reserves the right, in the event of complaints filed by the Client, to charge a flat-rate processing fee of 150.00 EUR per case in addition to claiming compensation for the resulting damages. The Client also reserves the right to pass on any greater damages (transport, service calls, downtime) to the Contractor.

1. To the extent that the Contractor is responsible for product damage, the Contractor is obligated to indemnify the Client against claims for damages by third parties upon first request, to the extent that the cause lies within the Contractor’s sphere of control and organization and the Contractor is personally liable to third parties.
2. Within the scope of its liability for damage events as defined in paragraph 1, the Contractor is also obligated to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) as well as Sections 830, 840, 426 of the BGB that arise from or in connection with a product recall carried out by the Client. The Client shall inform the Contractor—to the extent possible and reasonable—of the content and scope of the recall measures to be carried out and shall give the Contractor the opportunity to comment. Other statutory claims remain unaffected.
3. The Contractor agrees to maintain product liability insurance with a coverage limit of €5 million per claim for personal injury or property damage—on a lump-sum basis. If the Client is entitled to further claims for damages, such claims remain unaffected.

1. The Contractor warrants that the items it delivers do not infringe any patents or other industrial property rights of third parties.
2. If the Client is held liable by a third party for this reason, the Contractor is obligated to indemnify the Client against such claims upon the Client’s first written request. The Client is not authorized to enter into any agreements with the third party—without the Contractor’s consent—in particular to reach a settlement.
3. The Contractor’s obligation to indemnify covers all expenses necessarily incurred by the Client arising from or in connection with the third-party claim.

1. The client is free to terminate a contract at any time. In such a case, any expenses saved will not be reimbursed. No further claims, in particular for lost profits, shall arise. Our property must be returned immediately. This also applies to the property of the client’s customers, to the extent that they assert corresponding claims. Services and products already provided must also be returned to the client upon request.

1. The Contractor’s rights of retention of title shall be recognized only upon express written confirmation by the Client. Ownership shall pass to the Client upon payment of the invoice for the subject matter of the contract—even if the Client has made justified deductions.
2. If the Client provides materials to the Contractor, the Client retains title to such materials. If goods subject to retention of title belonging to the Client are processed or mixed with other items not belonging to the Client, the Client shall acquire co-ownership of the new item in the ratio of the value of the Client’s goods (purchase price plus VAT) to the value of the other processed or mixed items at the time of processing or mixing. If the mixing is carried out in such a way that the contractor’s item is to be regarded as the principal item, it is hereby agreed that the contractor shall transfer proportional co-ownership to the client; the contractor shall hold sole ownership or co-ownership in trust for the client.
3. The Client retains ownership of the tools. The Contractor is obligated to use the tools exclusively for the manufacture of the goods ordered by the Client. The Contractor must immediately notify the Client of any malfunctions. If the Contractor fails to do so through its own fault, claims for damages remain unaffected.
4. Ownership of the goods delivered pursuant to the orders shall pass to the Client upon delivery and acceptance of the goods.

1. The Contractor is obligated to keep strictly confidential all non-public technical and commercial details received, such as illustrations, drawings, calculations, and other documents and information. They may only be disclosed to third parties with the Client’s express consent. The confidentiality obligation shall remain in effect even after the performance of this contract. It shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations, and other documents provided has become generally known. Deviating provisions may be agreed upon in a separate confidentiality agreement.

1. If one party to the contract suspends payments or if insolvency proceedings are initiated against its assets, or if judicial or extrajudicial settlement proceedings are initiated, the other party is entitled to withdraw from the contract with respect to the unfulfilled portion.
2. Should any provision of these terms and conditions or of any other agreements entered into be or become invalid, this shall not affect the validity of the remainder of the contract. In such a case, the parties undertake to reach an agreement that comes as close as possible to the economic purpose and content of the original provision.
3. The laws of the Federal Republic of Germany shall apply exclusively, unless otherwise agreed, to the exclusion of the Hague Convention and the UN Convention on Contracts for the International Sale of Goods (CISG).
4. The data necessary for order processing and invoice verification may be stored electronically by the Client.
5. The Contractor is obligated to specifically notify the Client of any additional freight costs and to provide evidence of corrective measures.

1. The place of jurisdiction is the client’s registered office. The client reserves the right to file a lawsuit in any other place of jurisdiction.
2. The place of performance is the location to which the goods are to be delivered in accordance with the order or at which the service is to be rendered.

1. The Contractor agrees to comply with all applicable laws and regulations regarding the treatment of employees, environmental protection, and occupational safety, and to work toward minimizing the adverse effects of its activities on people and the environment.
2. The Contractor shall observe the principles of the UN Global Compact Initiative. These principles primarily concern the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination in hiring and employment, environmental responsibility, and the prevention of corruption. Further information on the UN Global Compact Initiative is available at www.unglobalcompact.org.
3. The contractor must avoid the use of materials from conflict regions. If the use of such materials is unavoidable, the contractor must immediately inform the client.
4. Furthermore, the Contractor shall, to the best of its ability, establish and further develop a management system in accordance with ISO 14001. The Client seeks to reduce the environmental impact of packaging waste and recycles a large portion of the packaging from purchased parts through reuse. The Contractor undertakes to avoid waste and to use environmentally friendly packaging materials.
5. The Contractor undertakes to implement effective methods and processes that ensure compliance with all applicable legal regulations, international sanctions and embargoes, as well as internal and external compliance guidelines and codes of conduct. This includes, in particular, measures to prevent violations of export control regulations, anti-corruption laws, and human rights due diligence obligations.
6. In the event that a contractor repeatedly engages in unlawful conduct and/or does so despite having been notified of such conduct, and fails to demonstrate that the violation has been remedied to the greatest extent possible and that appropriate precautions have been taken to prevent future violations, the client reserves the right to withdraw from existing contracts or to terminate them without notice.

1. The Contractor shall implement appropriate organizational and technical measures, in accordance with industry standards, to ensure the confidentiality, authenticity, integrity, and availability of the Contractor’s operations as well as its goods and services. These measures shall include an appropriate information security management system in accordance with standards such as ISO/IEC 27001 (where applicable).

2. If the goods or services include software or firmware:
   - the Contractor shall implement appropriate, industry-standard practices, processes, and methods in accordance with standards such as ISO/IEC 27001 or IEC 62443 (where applicable) to prevent, identify, assess, and remediate any vulnerabilities, malicious code, and security-related incidents in the goods and services;

   - The Contractor guarantees and warrants that the Deliverables and Services do not contain any malware or tampered or counterfeit third-party components. The Contractor must verify this, as well as the absence of any evidence of nonconformity, using state-of-the-art methods and confirm this in writing upon request.

3. The Contractor shall immediately notify the Client of any security-related incidents that have occurred or are suspected to have occurred and that affect the Contractor’s operations or its deliveries or services.
4. The Contractor shall take appropriate measures to impose obligations on its subcontractors and suppliers within a reasonable period of time that are consistent with the obligations set forth in this Section 16.

For information on procedures for electronic communication with the client, please refer to the document “Guidelines for Electronic Communication with Mack Automation.” You can find the current version of this document on our website at https://www.mack-automation.de/en/instructions-regarding-electronical-communication