Applicable to domestic and international business transactions with traders (sec. 14 German Civil Code (Bürgerliches Gesetzbuch – “BGB”)), legal entities under public law, and special funds under public law.
- SCOPE
1.1 These General Terms and Conditions of Purchase (hereinafter: “Terms and Conditions of Purchase”) apply to all business transactions between InstaWerk GmbH, Zettachring 12A, 70567 Stuttgart (hereinafter: “InstaWerk”) and the supplier, even if they are not specifically mentioned in subsequent contracts.
1.2 These Terms and Conditions of Purchase apply in particular to contracts for the purchase and/or delivery of custom-made components and assemblies (hereinafter “Contract Products”), regardless of whether the supplier manufactures the Contract Products itself or procures them from third parties. Unless otherwise agreed, these Terms and Conditions of Purchase, in the version valid at the time of the order by InstaWerk or, in any case, in the version most recently communicated to the supplier in writing, shall serve as a framework agreement also for future contracts regarding the purchase and/or delivery of movable goods with the same supplier, without InstaWerk having to refer to them again in each individual case.
1.3 These Terms and Conditions of Purchase apply exclusively. Any terms and conditions of the supplier that conflict with, are in addition to, or deviate from these Terms and Conditions of Purchase shall not form part of the contract unless InstaWerk has expressly agreed to their validity in writing. These Terms and Conditions of Purchase shall apply even if InstaWerk accepts a delivery from the supplier without reservation while being aware of the supplier’s conflicting or deviating terms and conditions.
1.4 Individual agreements made with the supplier on a case-by-case basis (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these Terms and Conditions of Purchase. Subject to proof to the contrary, a written contract or written confirmation from InstaWerk shall be decisive regarding the content of such agreements.
1.5 Any rights to which InstaWerk is entitled under applicable law in addition to these Terms and Conditions of Purchase remain unaffected.
1.6 Any legally significant statements or notices from the supplier regarding the contract (e.g., setting of deadlines, reminders, termination) shall be provided in written form. For the purposes of these Terms and Conditions of Purchase, transmission via fax, email, or comparable (simple) electronic text formats shall satisfy the written form requirement.
1.7 If Incoterms are used, the Incoterms® published by the International Chamber of Commerce in Paris (ICC) shall apply in the version in effect at the time the contract is concluded.
1.8 References to applicable legal provisions are for clarification purposes only. Even without such clarification, the applicable legal provisions remain in effect unless they are directly modified or expressly excluded in these Terms and Conditions of Purchase.
- CONCLUSION OF CONTRACT, BINDING NATURE OF ORDERS
2.1 Any inquiries from InstaWerk regarding prices, delivery times, availability, or other terms and conditions regarding any Contract Products (in particular based on a pre-calculated inquiry from the customer to InstaWerk) do not – unless expressly designated as such – constitute a binding order, but are to be understood as a non-binding invitation to the supplier to conduct a technical and economic review of the inquiry and to submit an offer (invitatio ad offerendum).
2.2 Upon receipt of such a inquiry, the supplier may submit a binding offer to InstaWerk regarding the requested Contract Products. The offer shall include all relevant details, in particular specifications, prices, quantities, and delivery times.
2.3 The supplier’s offers and cost estimates shall be provided free of charge, unless otherwise agreed in writing between the parties.
2.4 Unless otherwise agreed in writing, InstaWerk is obligated to accept and pay for the Contract Products or services only on the basis of a written declaration of acceptance by InstaWerk in response to an offer from the supplier or an order in written form expressly designated as binding, which has been confirmed by the supplier via an order confirmation.
2.5 If InstaWerk places an order that is designated as binding, the supplier is required to confirm it in writing within a reasonable period of time by means of an order confirmation. The supplier shall point out any obvious errors (e.g., typographical or calculation errors) or omissions prior to acceptance so that they may be corrected or supplemented; otherwise, the contract shall be deemed not to have been concluded.
2.6 A delayed acceptance is considered a new offer and requires acceptance by InstaWerk. The same applies if the supplier’s order confirmation differs from the order (for example, if delivery of only some of the component items is confirmed).
- CHANGES TO THE SCOPE OF DELIVERY AND SERVICES
3.1 The delivery shall correspond to the order in terms of design, scope, and itemization. Upon receipt, the supplier shall immediately review the documents and data provided by InstaWerk for the performance of the service to ensure their suitability and completeness, and request any missing information from InstaWerk. The supplier shall immediately notify InstaWerk of any concerns regarding the intended method of execution or the intended scope of the commissioned service and propose any alternative options.
3.2 The supplier shall immediately notify InstaWerk in writing of any changes or additions to the scope of delivery or services that, in the supplier’s view, prove necessary during performance, particularly to achieve the purpose of the contract. InstaWerk may at any time demand such changes, as well as any other changes to the design and execution of the Contract Products or to the manufacturing process necessary to achieve the purpose of the contract or the successful completion of the work, provided that the deviations from the originally agreed specifications or the scope of delivery and services are necessary or appropriate and reasonable for the supplier. Unreasonableness shall be deemed to exist in particular if the costs arising from the performance of the contract are thereby increased by more than a negligible amount. InstaWerk shall inform the supplier of the changes in a timely manner.
3.3 InstaWerk will coordinate with the supplier to determine which changes will be made to the originally agreed-upon specifications or scope of services. If these changes result in a decrease or increase in the costs incurred by the supplier in performing the contract, the supplier is obligated to prepare a correspondingly updated quotation that reflects the adjusted prices. InstaWerk is entitled to request clarification from the supplier regarding its price calculation and to inspect relevant documents. InstaWerk shall not be obligated to pay any compensation for the review and preparation of the offer, regardless of the extent of the review of the requested change. Changes to the scope of delivery and services require written confirmation from InstaWerk based on the new offer to be effective.
3.4 If the changes to be made prevent an agreed delivery date or delivery period from being met, the supplier shall notify InstaWerk immediately.
- DELIVERY OF CONTRACT PRODUCTS
4.1 The delivery shall correspond to the order in terms of type, scope, and itemization. The delivery periods or delivery dates specified in the order (collectively, the “Delivery Time”) are binding.
4.2 If the Delivery Time is not specified in the order and unless otherwise agreed, it shall be 14 calendar days from the conclusion of the contract.
4.3 Regardless of any agreed Incoterms® clause, the Delivery Time is deemed met upon receipt of the Contract Products by InstaWerk.
4.4 The supplier shall immediately notify InstaWerk in writing of any impending or actual failure to meet the agreed Delivery Time, the causes thereof, and the expected duration of the delay. This shall not affect the occurrence of a delay in delivery.
4.5 Unless otherwise agreed in writing, delivery of the Contract Products shall be made in accordance with “DAP” Incoterms® 2020 (i.e., to InstaWerk’s registered office).
4.6 The supplier shall duly perform all customs obligations for which it is responsible under the agreed Incoterms® rule or any other agreement, including, in particular, placing the Contract Products under the appropriate customs procedure applicable in each case within the meaning of Article 5 no.16 of Regulation (EU) No 952/2013 establishing the Union Customs Code (the “UCC”), or procuring that they are so placed. To the extent that InstaWerk is responsible for the customs formalities, the supplier shall provide InstaWerk, proactively and without the need for a separate request, in sufficient time and in text form (sec. 126b BGB), with all information and documents required to identify and select the appropriate customs procedure and to make the customs declaration correctly and in due time. The supplier shall notify InstaWerk promptly and without undue delay of any subsequent changes to, or inaccuracies in, the information or documents previously provided. The supplier shall be liable for all losses, damages, costs and expenses incurred by InstaWerk as a result of the supplier’s negligent or intentional breach of these obligations, including, in particular, losses arising from the selection of, or placement under, an incorrect customs procedure or from incorrect or incomplete information relevant to customs purposes.
4.7 Each delivery shall be accompanied by a delivery note containing the following information:
4.7.1 the delivery note number and the date of issue of the delivery note;
4.7.2 the contents of the delivery, including the InstaWerk item number(s) and component designation(s), and including, where applicable, the relevant index or version, the description of the goods, the customs tariff number(s), the quantity delivered and the value of the goods, in each case in accordance with the information provided by InstaWerk;
4.7.3 the purchase-order number or other order identifier and the date of the order;
4.7.4 the dispatch date;
4.7.5 the delivery address; and to the extent that the supplier is responsible for the customs formalities, the customs procedure applicable to the delivery, including the corresponding procedure code, as well as all information required to carry out the customs formalities properly, including, in particular, the customs tariff number(s), the non-preferential and preferential origin of the goods, and the value of the goods.
4.8 If the delivery note is missing or incomplete, InstaWerk shall not be held responsible for any resulting delays in processing or payment.
4.9 The supplier is required to provide InstaWerk with the original customs documents at the destination.
4.10 On the day of dispatch, InstaWerk shall be notified electronically of the dispatch, including the delivery document details specified in Sec. 4.6 and the estimated date of receipt of the Contract Products.
4.11 Early deliveries and services require the written consent of InstaWerk. InstaWerk is entitled, but not obligated, to return Contract Products delivered early at the supplier’s expense or to store them at the supplier’s expense until the agreed delivery date.
4.12 Partial deliveries, as well as over- or under-deliveries, are not permitted unless otherwise agreed.
4.13 Unless otherwise agreed with respect to the packaging and shipping of the Contract Products, the supplier shall comply with InstaWerk’s specifications for the packaging and shipping of the Contract Products, which will be provided to the supplier in the supplier onboarding documents. Furthermore, the Contract Products shall be packaged in such a way as to prevent damage during transport.
4.14 The supplier further warrants (by way of a quality agreement) that the packaging to be delivered by the supplier will comply with the relevant provisions of Regulation (EU) 2025/40 (Packaging and Packaging Waste Regulation – “PPWR”) as of August 12, 2026, at the time of delivery to InstaWerk. This applies both to the delivery of unfilled packaging and to the delivery of packaging already filled with goods by the supplier to InstaWerk.
4.15 The supplier shall ensure that the relevant packaging is properly labelled in accordance with Art. 15 paras. 5 and 6 PPWR as of August 12, 2026. This includes, in particular, that the packaging bears a type, batch, or serial number, or another identifier suitable for its identification. If marking with this information is not possible due to the size or nature of the packaging, this required information shall be included in the documentation accompanying the packaged Contract Product.
4.16 The supplier shall ensure that the packaging itself, or a QR code or other data carrier, contains information indicating the supplier’s name, registered trade name, or registered trademark, as well as a mailing address and, if applicable, a means of electronic communication.
4.17 For the packaging to be delivered (filled/unfilled), the supplier shall ensure, effective August 12, 2026, that the technical documentation has been prepared in accordance with Annex VII of PPWR for the respective packaging. The supplier shall immediately provide InstaWerk with a copy of the technical documentation for the packaging to be delivered. As of August 12, 2026, the supplier is also required to immediately provide InstaWerk with an EU Declaration of Conformity for the packaging to be delivered in accordance with Annex VIII of PPWR.
4.18 Starting August 12, 2026, the supplier shall immediately notify InstaWerk of any circumstances that come to its attention regarding any identified or suspected non-compliance of the packaging with the relevant requirements of PPWR.
4.19 The supplier shall indemnify InstaWerk against all claims by third parties arising from a breach of any obligation under the preceding Secs. 4.13 to 4.17 or from a violation of PPWR.
4.20 If the supplier fails to perform its obligations or fails to do so within the agreed Delivery Time, or if it is in default, InstaWerk’s claims and rights – in particular to rescind the contract and claim damages – shall be determined in accordance with statutory provisions.
4.21 The risk of accidental loss or accidental deterioration of the Contract Products shall pass to InstaWerk in accordance with the agreed Incoterms® clause, or, if no Incoterms® clause has been agreed, upon delivery of the Contract Products to InstaWerk or if InstaWerk is in default of acceptance.
4.22 To the extent that acceptance has been agreed upon, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply accordingly in the event of acceptance. The handover or acceptance shall be deemed to have taken place if InstaWerk is in default of acceptance.
4.23 The statutory provisions apply to the occurrence of default in acceptance by InstaWerk. However, the supplier shall expressly offer its performance to InstaWerk even if a specific or determinable calendar period has been agreed upon for an action or cooperation on the part of InstaWerk (e.g., provision of materials). If InstaWerk is in default of acceptance, the supplier may demand reimbursement of its additional expenses in accordance with statutory provisions (sec. 304 BGB). If the contract concerns a non-fungible item to be manufactured by the supplier (custom-made item), the supplier shall only be entitled to further rights if InstaWerk has committed to cooperation and is responsible for the failure to cooperate.
- PERFORMANCE, SUBCONTRACTORS
5.1 Unless otherwise agreed, the supplier shall perform the contractual services under its own direction and responsibility. Only the supplier is authorized to issue instructions to its employees. The use of third parties (e.g., suppliers and subcontractors) requires the prior written consent of InstaWerk, except for the use of third parties for the transport of the Contract Products (e.g., by freight forwarders). The supplier bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g., limitation to stock).
5.2 If the supplier engages third parties, it remains responsible for the Contract Products and services – even if InstaWerk has consented to such engagement – and shall supervise the third parties accordingly. The third party shall be bound in such a way that compliance with the supplier’s obligations to InstaWerk is ensured at all times.
5.3 The supplier shall only use employees or third parties who possess the necessary qualifications to perform the contractual services.
5.4 The supplier’s subcontractors and sub-suppliers are its vicarious agents (Erfüllungsgehilfen).
- PRICES AND PAYMENT
6.1 The price stated in the order is binding. The statutory VAT is not included in the price and will be shown separately on the invoice at the statutory rate in effect on the date of invoicing.
6.2 Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the supplier (e.g., any installation, etc.) as well as all incidental costs, in particular the costs for proper packaging, shipping materials, and transport to the delivery address specified by InstaWerk in accordance with DAP Incoterms® 2020, as well as for any transport and liability insurance.
6.3 Invoices shall be submitted electronically as a PDF document via email. Invoices shall comply with the applicable legal requirements, particularly those under tax law. In particular, the supplier’s VAT identification number/tax ID, delivery date, quantity, and type of goods invoiced shall be specified, as well as the order number and component or item descriptions. Invoices that do not meet these requirements shall be deemed not to have been received due to the inability to process them.
6.4 Payment shall be made in the manner and at the time agreed upon by the parties in each individual case. Unless otherwise agreed in a specific case, the agreed price is due upon complete delivery and performance (including any agreed acceptance) as well as receipt of a proper and verifiable invoice (see Sec. 6.3) within 14 calendar days with a 3% discount on the net amount of the invoice or within 30 calendar days net. In the case of bank transfer, payment is deemed to have been made on time if the transfer order is received by InstaWerk’s bank before the payment deadline; InstaWerk is not responsible for delays caused by the banks involved in the payment process.
6.5 InstaWerk does not owe any interest on overdue payments. The statutory provisions apply to late payments.
6.6 Payment is subject to invoice verification. If the supplier is required to provide material tests, test reports, quality documents, or other documentation, payment will be made only after receipt of these documents.
6.7 In the event of late delivery or delivery of defective Contract Products, InstaWerk is entitled to withhold payment until proper performance has been achieved, without forfeiting any discounts, cash discounts, or similar price reductions. The payment period begins after the defects have been fully remedied. In the event of early delivery of the Contract Products, the payment period does not begin until the agreed performance date.
6.8 Ownership of the Contract Products shall pass to InstaWerk free of encumbrances upon payment at the latest. Payments shall be made only to the supplier. Extended or prolonged retention of title is not permitted.
6.9 Payments do not constitute an acknowledgment that Contract Products comply with the contract.
6.10 The supplier is entitled to set-off rights only if its counterclaims have been legally established, are ready for decision, or are undisputed. The supplier is authorized to exercise a right of retention only if its counterclaim has been legally established, is ready for decision, or is undisputed and is based on the same contractual relationship.
- CLAIMS FOR DEFECTS
7.1 Unless otherwise agreed, the statutory rights apply in the event of material defects or defects of title in the Contract Products (including incorrect or incomplete deliveries, as well as improper assembly/installation or defective instructions) and other breaches of duty by the supplier.
7.2 In accordance with statutory provisions, the supplier is liable in particular for ensuring that the Contract Products possess the agreed quality upon transfer of risk to InstaWerk. In any case, the product descriptions that have become the subject matter of the contract, in particular through designation or reference in the contract, or that have been incorporated into the contract in the same manner as these Terms and Conditions of Purchase, shall be deemed to constitute an agreement regarding quality. It makes no difference whether the product description originates from InstaWerk, the supplier, or the manufacturer. The further requirements of sec. 434 BGB remain unaffected.
7.3 The supplier further warrants that the Contract Products comply with the agreed specifications as well as the state of the art. Furthermore, the supplier warrants that the Contract Products comply with the relevant legal provisions as well as the regulations and guidelines of authorities, professional associations, and trade associations, in particular the German Hazardous Substances Ordinance (Gefahrstoffverordnung – GefStoffV), the German Product Safety Act (Produktsicherheitsgesetz – ProdSG), and accident prevention, labour, environmental, and other safety and protection regulations. In addition, the supplier warrants that the Contract Products are marketable. The provisions of the European Economic Area (EEA) and the United States of America shall apply to this Sec. 7.
7.4 The supplier further warrants that the Contract Products comply, in particular, with the provisions of
7.4.1 Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH Regulation);
7.4.2 Regulation (EU) No. 649/2012 of the European Parliament and of the Council of July 4, 2012, concerning the export and import of dangerous chemicals;
7.4.3 Directive 2002/95/EC or, upon expiration of the transposition period, Directive 2011/65/EU (RoHS) on the restriction of the use of certain hazardous substances in electrical and electronic equipment; and
7.4.4 if contact with food cannot be ruled out due to the intended use, Regulations 2004/1935/EC and (EU) 10/2011 Regulation (EC) No. 850/2004 on persistent organic pollutants;
each as amended. The supplier undertakes to fulfil all other obligations under the aforementioned regulations and directives, insofar as they relate to the manufacture and delivery of the Contract Products (e.g., regarding registrations, provision of safety data sheets, etc.).
7.5 In addition, the supplier shall comply with those specifications regarding the Contract Products provided by InstaWerk’s customer that are communicated to the supplier prior to the conclusion of the contract.
7.6 The supplier shall immediately notify InstaWerk in writing of any concerns it has regarding InstaWerk’s desired method of manufacturing the Contract Products.
7.7 If the Contract Products fall under a product group for which CE marking is required under an EU directive or EU regulation, they shall comply with the safety requirements of the relevant directive(s) or regulation(s) in effect at the time of contract performance and bear a CE marking.
7.8 InstaWerk conducts an incoming goods inspection without delay, to the extent that this is practicable in the ordinary course of business; this inspection is limited to externally visible transport damage, verification of the quantity and identity of the contracted products ordered, and random checks regarding the quality of the contracted products. If an acceptance inspection has been agreed upon, there is no obligation to inspect the goods. InstaWerk shall notify the supplier immediately of any obvious defects. Defects that become apparent during the incoming goods inspection or hidden defects shall be reported to the supplier within a reasonable period of time following discovery of the defect. Beyond this scope, InstaWerk is under no obligation to inspect or give notice of defects.
7.9 For deliveries consisting of a large number of Contract Products of identical construction, InstaWerk is only required to inspect a reasonable portion of the delivered Contract Products for defects. If the Contract Products become unsaleable as a result of the inspection, a random sample of 0.5% of the delivered items is sufficient.
7.10 The acceptance of the Contract Products, their processing and reordering, as well as the acceptance or approval of (initial) samples and specimens, do not constitute approval of the delivery or a waiver of claims for defects by InstaWerk.
7.11 InstaWerk’s approval of the supplier’s drawings, calculations, or other technical documentation does not affect the supplier’s liability for defects or its obligation to honour any guarantees he has assumed.
7.12 In the event of defects in the Contract Products, InstaWerk is entitled, without prejudice to statutory claims for defects, to demand from the supplier, at its own discretion, either the rectification of the defect or the delivery of a defect-free Contract Product as a form of subsequent performance.
7.13 Subsequent performance also includes the removal of the defective Contract Products and their reinstallation, provided that the Contract Products were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; InstaWerk’s statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The expenses necessary for the purpose of inspection and subsequent performance, in particular transportation, travel, labour, and material costs, as well as, if applicable, removal and reinstallation costs, shall be borne by the supplier. InstaWerk’s liability for damages in the event of an unjustified request for rectification of defects remains unaffected; however, InstaWerk shall only be liable in this respect if InstaWerk failed to recognize that no defect existed due to wilful misconduct or gross negligence.
7.14 Notwithstanding the statutory rights and the provisions in the preceding paragraphs, the following applies: If the supplier fails to fulfil its obligation to remedy the defect within a reasonable period set by InstaWerk, InstaWerk may remedy the defect itself and demand reimbursement from the supplier for the expenses incurred or a corresponding advance payment. If the supplier’s subsequent performance has failed or is unreasonable for InstaWerk (e.g., due to particular urgency, a threat to operational safety, or the imminent occurrence of disproportionate damage), no deadline need be set; InstaWerk shall inform the supplier of such circumstances immediately, if possible in advance.
7.15 In the event of defects in the Contract Products, InstaWerk is entitled, without prejudice to the claim for subsequent performance, to the statutory claims and rights to rescission and/or compensation for damages and/or reimbursement of expenses (in particular pursuant to sec. 437 BGB).
7.16 InstaWerk is not obligated to inspect the Contract Products or make special inquiries regarding any defects upon conclusion of the contract; the obligations to inspect and give notice of defects upon delivery pursuant to Sec. 7.8 remain unaffected. Notwithstanding sec. 442 para. 1 sentence 2 BGB, InstaWerk shall be entitled to claims for defects without restriction even if InstaWerk was unaware of a defect at the time of conclusion of the contract due to gross negligence.
7.17 InstaWerk customers operating in the automotive industry shall claim costs, damages, and/or expenses arising from the delivery of defective Contract Products based on reference market models and settle them accordingly. InstaWerk is entitled to pass on to the supplier the costs, damages, and/or expenses determined by the customer on this basis, unless the supplier is not responsible for the defect. The supplier is entitled to prove that the statutory costs, damages, and/or expenses are lower.
- STATUTE OF LIMITATION
8.1 The parties‘ mutual claims are subject to the statute of limitations in accordance with statutory provisions, unless otherwise specified below.
8.2 Notwithstanding sect. 438 para. 1 no. 3 BGB, the general statute of limitations for claims for defects is three years from the transfer of risk (Sec. 5.13). Secs. 438, 445b, and 478 BGB remain unaffected. The limitation period under sentence 1 shall apply mutatis mutandis to claims arising from defects of title, provided that the statutory limitation period for third-party claims for specific performance (sec. 438 para. 1 no. 1 BGB) remains unaffected; Furthermore, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against InstaWerk – in particular due to the absence of a statute of limitations.
8.3 To the extent that, for products relevant to exhaust, emissions, or safety, the liability periods applicable under mandatory statutory or other mandatory governmental provisions exceed the limitation periods specified in Secs. 8.1 to 8.2, those periods shall replace the aforementioned periods.
8.4 The limitation periods under sales law, including the above extensions, apply – to the extent permitted by law – to all contractual claims arising from a defect in the Contract Products. To the extent that InstaWerk is also entitled to non-contractual claims for damages due to a defect, the standard statutory limitation period (secs. 195, 199 BGB) applies, unless the application of the limitation periods under sales law results in a longer limitation period in individual cases.
8.5 The statute of limitations for claims for defects in work services pursuant to secs. 633 et seq. BGB is 5 years from acceptance. Sec. 634a para. 3 BGB remains unaffected by this.
8.6 In the event of rectification or replacement delivery, the limitation period begins anew, unless the supplier acts not in fulfilment of a duty of subsequent performance (allegedly) incumbent upon them, but purely as a gesture of goodwill or for similar reasons. In the case of rectification, it depends in particular on whether the defect is the same or a different one.
- SUPPLIER RECOURSE
9.1 InstaWerk is entitled to the statutory claims for reimbursement of expenses and recourse within a supply chain (supplier recourse pursuant to secs. 478, 445a, 445b, and secs. 445c, 327 para. 5, 327u BGB) without restriction, in addition to claims for defects. In particular, InstaWerk is entitled to demand from the supplier exactly the type of subsequent performance (repair or replacement) that InstaWerk owes its customers in the specific case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. InstaWerk’s statutory right of choice (sec. 439 para. 1 BGB) is not thereby restricted.
9.2 Before InstaWerk acknowledges or fulfils a claim for defects asserted by its customer (including reimbursement of expenses pursuant to secs. 445a para. 1, 439 paras. 2, 3, 6 sentence 2, and sec. 475 para. 4 BGB), InstaWerk shall notify the supplier and request a written statement, providing a brief summary of the facts. If a substantiated statement is not provided within a reasonable period and no amicable solution is reached, the claim for defects actually granted by InstaWerk shall be deemed owed to its customer. In this case, the burden of proof lies with the supplier.
9.3 InstaWerk’s claims for recourse against the supplier shall also apply if the defective Contract Products have been combined with another product or otherwise further processed by InstaWerk, its customer, or a third party, e.g., through assembly, fitting, or installation.
- PRODUCT LIABILITY, INSURANCE
10.1 The supplier shall indemnify InstaWerk against all claims by third parties arising from domestic or foreign product liability that are attributable to a defect in the product supplied by the supplier, to the extent that the supplier is liable for the product defect and the resulting damage in accordance with the principles of product liability law. Any further claims by InstaWerk remain unaffected.
10.2 Under the same conditions, the supplier shall, in particular, also reimburse InstaWerk for any expenses arising from or in connection with precautionary measures taken by InstaWerk to prevent claims under product liability, in particular warning, replacement, or recall campaigns. This also includes the costs of legal proceedings. InstaWerk shall inform the supplier, to the extent possible and reasonable, of the content and scope of the measures to be implemented and give the supplier the opportunity to comment. The supplier shall support InstaWerk to the best of its ability in implementing the measures and shall take all reasonable measures ordered by InstaWerk. This also includes providing information necessary to clarify the facts of the matter.
10.3 The supplier is obligated to take out and maintain extended product liability insurance with a coverage amount appropriate for the Contract Products. An appropriate coverage amount is at least EUR 3 million per personal injury for each individual and at least EUR 5 million per property damage. Upon InstaWerk’s request, the supplier shall provide proof of this by submitting its insurance policy. The supplier shall maintain this insurance coverage for a period of ten years following the last delivery to InstaWerk, even after the mutual contractual obligations have been fully fulfilled.
10.4 InstaWerk may require that the supplier, to the extent reasonably feasible, permanently mark the Contract Products it has delivered.
- THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OTHER THIRD PARTY RIGHTS
11.1 The supplier warrants that the delivery and use of the Contract Products worldwide do not infringe any patents, licenses, or other intellectual property rights of third parties. Upon request, the supplier is obligated to confirm and provide evidence that a corresponding intellectual property rights search has been conducted.
11.2 If InstaWerk or its customers are held liable by a third party due to the delivery and use of the Contract Products for an infringement of such rights, the supplier is obligated to indemnify InstaWerk or its customers against such claims. The indemnification obligation covers all expenses and damages (including reasonable legal defence costs) arising in connection with the claim. Further contractual or statutory claims by InstaWerk remain unaffected.
11.3 If the Contract Products also include software, the supplier grants InstaWerk a simple (non-exclusive), transferable, and irrevocable right to use the software in accordance with the contract and its intended purpose, without any restrictions in terms of time, location, or content. This right of use is covered by the payment for the Contract Products. Furthermore, the supplier agrees to the transfer of the software and, if applicable, to the granting of a comparable license to the customers, to the extent that this is necessary for the use of the Contract Products delivered by InstaWerk to the customer.
11.4 The supplier warrants that all Contract Products delivered to InstaWerk are its property and that no other third-party rights (such as liens, other creditor claims arising from assignment of receivables or other credit securities, sale of receivables, etc.) preclude the sale and transfer of ownership of the Contract Products to InstaWerk.
- QUALITY ASSURANCE AND DOCUMENTATION
12.1 The supplier agrees to maintain a process-oriented quality management system aligned with the current version of ISO 9001, to comply with its provisions, and to apply them in the manufacture of the Contract Products. If the supplier loses any ISO certifications (such as 9001, 14001, or similar) during the business relationship with InstaWerk, the supplier shall notify InstaWerk of this in writing without being asked.
12.2 The supplier bears manufacturer’s liability (product liability) for the Contract Products and manufacturing processes, including responsibility for the quality of the Contract Products, the agreed production capacities, and the processes at subcontractors. The Supplier shall take all technical and organizational measures to prevent defects and product faults.
12.3 The supplier’s organization shall ensure that the Contract Products and manufacturing processes (including spare parts) comply with all requirements of InstaWerk and its customers, as well as all legal and regulatory requirements. The supplier’s organization shall have documented processes for the management of Contract Products and manufacturing processes.
12.4 The supplier shall also record in its quality records for all Contract Products when, how, and by whom the defect-free manufacture of the Contract Products was ensured. This evidence shall be retained for a reasonable period of time, but at least for the duration of the statute of limitations (see Sec. 8 above), and presented to InstaWerk upon request. The supplier is entitled to shorten the retention period for the records if it can rule out risks to life and health arising from the use of the Contract Products. The supplier shall impose the same obligations on its own suppliers to the extent permitted by law.
12.5 To the extent that authorities require access to InstaWerk’s production processes and test documentation to verify certain regulatory or legal requirements, the supplier agrees to grant the authorities the same rights within its premises and to provide all reasonable assistance in this regard.
- PRODUCTION EQUIPMENT, SEMI-FINISHED PRODUCTS
13.1 InstaWerk generally orders all types of production equipment (such as fixtures, tools, printing templates, and other items required for the manufacture of the Contract Products) by means of individual orders in written form.
13.2 Upon completion of the production resources manufactured by the supplier for InstaWerk, InstaWerk shall acquire ownership of such resources – to the extent they are capable of being owned – as well as all rights of use and exploitation of any resulting industrial or other intellectual property rights. Both the production equipment manufactured for InstaWerk and the semi-finished products provided by InstaWerk shall be marked as the property of InstaWerk. InstaWerk provides this production equipment to the supplier on loan for the manufacture of the ordered Contract Products.
13.3 InstaWerk reserves all copyrights and other intellectual property rights to production equipment provided to the supplier for the manufacture of the Contract Products or for other reasons.
13.4 The supplier is obligated to use this production equipment and the semi-finished products provided by InstaWerk exclusively for the manufacture of the Contract Products ordered by InstaWerk or in accordance with other specifications provided by InstaWerk. This production equipment shall not be made accessible to third parties. The supplier shall immediately report any inquiries from third parties to InstaWerk. The supplier is not authorized to make copies, replicas, or other reproductions of the production equipment.
13.5 The supplier is obligated to handle the production equipment and the provided semi-finished products with care, store it properly, and dispose of it only with InstaWerk’s consent in written form, even if no further deliveries have been made to InstaWerk using this production equipment or semi-finished products for an extended period. The supplier shall insure the production equipment and the semi-finished products provided by InstaWerk at its own expense at replacement value against fire, water, and theft damage. The supplier hereby assigns to InstaWerk all claims for compensation arising from this insurance. InstaWerk hereby accepts the assignment. The supplier is obligated to perform any necessary maintenance and inspection work, as well as all maintenance and repair work on the production equipment provided to it, in a timely manner in consultation with InstaWerk. It shall immediately notify InstaWerk of any damage that occurs.
13.6 Upon request by InstaWerk, the supplier shall immediately return the production equipment and semi-finished products to InstaWerk at its own expense, provided that the provision of such equipment is no longer necessary for the manufacture of the ordered Contract Products. Under no circumstances shall the supplier be entitled to a right of retention with respect to the production equipment and the semi-finished products.
13.7 Processing or transformation of the production equipment by the supplier is permitted only with the written consent of and in accordance with the specifications of InstaWerk. The processing or transformation of production equipment and semi-finished products shall be carried out on behalf of InstaWerk. If such production equipment and semi-finished products are processed or combined with other items not belonging to InstaWerk, InstaWerk shall acquire co-ownership of the new item in proportion to the value of InstaWerk’s items relative to the other processed items at the time of processing.
13.8 In countries with different legal systems where the ownership provisions set forth in this Sec. 13 do not have the same security effect as in the Federal Republic of Germany, the supplier hereby grants InstaWerk corresponding security interests. If further declarations or actions are required for this purpose, the supplier shall make such declarations and take such actions. The supplier shall cooperate in all measures necessary and conducive to the validity and enforceability of such security interests.
13.9 If and to the extent that production equipment and/or semi-finished products provided to the supplier by InstaWerk are the property of InstaWerk’s customers, the foregoing provisions of this Sec. 13 shall apply mutatis mutandis, provided that all rights of ownership, copyright, and other intellectual property rights remain reserved to InstaWerk’s customer, and that any notifications, declarations, and deliveries are made by or to InstaWerk.
- AUDIT
14.1 InstaWerk is authorized to conduct quality audits, either directly or through representatives, at the supplier’s business premises during normal business hours and without disrupting the supplier’s operations, provided that prior notice is given. The purpose of these quality audits is to examine and evaluate the efficiency and accuracy of the quality management system, particularly the testing methods. The supplier shall provide InstaWerk with the best possible support in conducting such quality audits, in particular by making a technically qualified employee available to InstaWerk. The conduct of the quality audits does not affect the supplier’s sole responsibility for the quality of the manufactured and delivered Contract Products.
14.2 The supplier shall grant InstaWerk – and, where necessary, its customers – access to all production facilities, testing stations, and warehouses, as well as access to quality-related documents. Reasonable and necessary restrictions to safeguard the supplier’s trade secrets shall be accepted.
14.3 If quality issues arise that were caused by a subcontractor, the supplier shall provide InstaWerk – and, where necessary, its customers – with the opportunity to conduct a quality audit at that subcontractor’s premises.
14.4 InstaWerk shall notify the supplier of the results of the quality audits. If, in InstaWerk’s view, measures to improve quality are necessary, the supplier undertakes to immediately draw up an action plan, implement it at its own expense within the specified timeframe, and inform InstaWerk thereof.
- CONFIDENTIALITY
15.1 The supplier is obligated to keep confidential, for an indefinite period, all information made available to it through InstaWerk that is designated as confidential or that is otherwise recognizable as a trade or business secret, and, unless necessary for the delivery to InstaWerk, neither to record, disclose, nor use such information. These obligations shall survive the termination of the contract for a period of five (5) years.
15.2 The supplier shall ensure, through appropriate contractual agreements with its employees and third parties acting on its behalf, that they too refrain indefinitely from any use, disclosure, or unauthorized recording of such trade and business secrets.
15.3 The aforementioned obligations do not apply to information that is generally known or that comes to the supplier’s knowledge through a third party without a breach of a confidentiality obligation.
15.4 Upon request at any time, the supplier must immediately return to InstaWerk any documents obtained from InstaWerk or destroy them and confirm the destruction to InstaWerk in writing. The supplier’s rights of retention with respect to these documents are excluded.
15.5 The supplier is not authorized to use InstaWerk’s trademarks, logos, and/or other identifying marks or the company name without InstaWerk’s prior written consent, which may be revoked at any time.
- IMPORT AND EXPORT CONTROLS
16.1 Relevant “import and export control regulations” within the meaning of this Sec. 16 include, in particular (but not exclusively): the German Foreign Trade Act (AWG), the German Foreign Trade Ordinance (AWV), the EU Dual-Use Regulation (Regulation (EU) 2021/821), the existing EU country and entity embargo regulations, including embargo measures to combat terrorism, and, where applicable, U.S. export control regulations as well as the export control regulations of the country of origin or provenance of the Contract Products to be delivered.
16.2 The supplier is obligated to observe and comply with all applicable import and export control regulations when executing the legal transaction. This applies also and in particular in the event that the supplier, in turn, procures the Contract Products to be delivered to InstaWerk from suppliers or uses parts or raw materials procured from such suppliers for the manufacture of the Contract Products.
16.3 The supplier is obligated to inform InstaWerk, prior to the legally effective conclusion of the transaction, of any import or (re-)export restrictions pursuant to import and export control regulations, in particular regarding licensing requirements or import or (re-)export prohibitions relating to the Contract Products.
16.4 The supplier shall provide InstaWerk with at least the following information regarding each Contract Product prior to the legally effective conclusion of the transaction:
16.4.1 the country of origin of the Contract Products and their components;
16.4.2 the customs tariff number (HS Code, CN Code) of the Contract Products;
16.4.3 the applicable import and export control regulations, including the relevant list item in accordance with the annexes or appendices to those import and export control regulations;
16.4.4 for U.S. goods, the ECCN (Export Control Classification Number);
16.4.5 whether the Contract Products were transported through the United States, manufactured or stored in the United States, or produced using U.S. technology;
16.4.6 a contact person within their company to address any inquiries from InstaWerk.
The supplier is obligated to inform InstaWerk immediately and without being asked of any changes to the relevant data and information.
16.5 Upon InstaWerk’s request, the supplier is obligated to provide InstaWerk with all necessary (foreign trade) data regarding the Contract Products and their components and to cooperate to the best of its ability in obtaining any required import or (re-)export license.
16.6 If the supplier breaches any of the foregoing obligations and InstaWerk is therefore unable to resell the Contract Products (which may be subject to further processing) and/or InstaWerk is consequently held liable by a third party, including law enforcement and investigative authorities, InstaWerk is entitled to declare its withdrawal from the contract. Furthermore, the supplier is obligated to compensate InstaWerk for any resulting damages, including the imposition of fines.
16.7 If InstaWerk is unable to resell the Contract Products (which may require further processing) due to a restriction on foreign trade that takes effect after the conclusion of the contract, InstaWerk is entitled to declare its withdrawal from the contract.
- COMPLIANCE, SOCIAL RESPONSIBILITY, AND ENVIRONMENTAL PROTECTION
17.1 The supplier agrees to comply with the laws applicable to it at its place of business or at the location of the branch relevant to the contract.
17.2 The supplier further agrees that, within the course of its business relationship with InstaWerk, it will neither offer nor grant, nor demand nor accept, any benefits, whether in the course of business or in dealings with public officials, that violate the anti-corruption regulations applicable to the business relationship.
17.3 The supplier further undertakes, within the course of its business relationship with InstaWerk, not to enter into any agreements or engage in any concerted practices with other companies that have the object or effect of preventing, restricting, or distorting competition in accordance with the antitrust laws applicable to the business relationship.
17.4 The supplier undertakes to comply with the laws governing the general minimum wage applicable to it at its registered office or at the location of the branch relevant to the contract, and to require subcontractors commissioned by it to do the same to the same extent. Upon request, the supplier shall provide evidence of compliance with the foregoing undertaking. In the event of a breach of the foregoing obligation, the supplier shall indemnify InstaWerk against claims by third parties and shall be obligated to reimburse any fines imposed on InstaWerk in this connection.
17.5 The supplier undertakes to comply with the regulations governing the treatment of employees, environmental protection, and occupational safety applicable to it at its registered office or at the location of the branch relevant to the contract, and to work toward reducing the sustainable impact of its activities on people and the environment. To this end, the supplier shall, to the best of its ability, establish and further develop a management system aligned with the current version of ISO 14001. Furthermore, the supplier 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 labour and child labour, 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.
17.6 In addition, the Code of Conduct for Suppliers separately agreed upon between InstaWerk and the supplier shall form an integral part of the contract and shall take precedence over any provisions contained herein in the event of any conflicts.
- APPLICABLE LAW, JURISDICTION
18.1 The legal relationship with the supplier is governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2 The exclusive place of jurisdiction for all disputes arising from the business relationship between InstaWerk and the supplier is the registered office of InstaWerk. InstaWerk is also entitled to bring an action at the supplier’s registered office as well as at any other permissible place of jurisdiction.
18.3 If, in the context of international, cross-border business transactions, the supplier is registered office outside the European Economic Area (EEA), all disputes arising from or in connection with the business relationship between InstaWerk and the supplier shall be finally settled in accordance with the Rules of Arbitration of the German Institute of Arbitration (DIS).
18.4 The Rules of Arbitration can be viewed at http://www.dis-arb.de/de/16/regeln/uebersicht-id0 in German, English, French, Spanish, Chinese, Russian, and Turkish, among other languages. The arbitral tribunal shall consist of three arbitrators. Unless the parties have agreed otherwise, the chairperson of the arbitral tribunal must be a German lawyer. The arbitrators must be proficient in the language of the arbitration. The language of the arbitration is German, unless the parties have agreed on a different language. The seat of the arbitral tribunal is Stuttgart, Germany.
- FINAL PROVISIONS
19.1 The transfer of the supplier’s rights and obligations to third parties is permitted only with the written consent of InstaWerk. Sec. 354a German Commercial Code (Handelsgesetzbuch – HGB) remains unaffected.
19.2 The place of performance for all services arising from the contractual relationship, including any subsequent performance, is the registered office of InstaWerk.
19.3 These Terms and Conditions of Purchase are drafted in German and English. In the event of any discrepancies or ambiguities between the German and English versions, the German version shall prevail and take precedence.
October 2026