1. Scope of Application
These General Terms and Conditions of Purchase shall apply to all purchase orders placed by SSB-Electronic GmbH. Any conflicting or deviating terms and conditions of the Supplier shall not become part of the contract unless their applicability has been expressly agreed to in text form. These GTCP shall also apply to future business relationships with the same Supplier. Individual agreements shall take precedence over these GTCP.
SSB-Electronic GmbH shall be entitled to amend these GTCP for future purchase orders. Amendments shall be communicated at least 30 days before they take effect. Unless the Supplier objects in text form within 14 calendar days, the amendments shall be deemed accepted for future purchase orders. Unless otherwise stipulated, text form shall be sufficient.
2. Purchase Orders
Purchase orders shall be issued exclusively in written or text form. Oral agreements shall require confirmation in text form to be valid. The contract shall be concluded upon receipt of the Supplier’s order confirmation or, at the latest, upon execution of the order. Any amendments or additions shall require the consent of SSB-Electronic GmbH.
3. Prices and Payment
Agreed prices shall be fixed prices including all ancillary costs unless otherwise agreed. Payment periods shall commence only after complete and defect-free receipt of the goods and receipt of a proper invoice. Unless otherwise agreed, payment shall be made within 30 days net or within 14 days with a 3% cash discount. In the event of defective, incomplete, or delayed delivery, SSB-Electronic GmbH shall be entitled to withhold payments to a reasonable extent.
4. Delivery and Transfer of Risk
Unless otherwise agreed, delivery shall be made DDP in accordance with the applicable Incoterms. Risk of loss or damage shall pass to SSB-Electronic GmbH only upon proper delivery at the agreed place of delivery. Unauthorized partial deliveries, excess deliveries, or advance deliveries may be rejected. Purchase order numbers must be stated on all shipping, delivery, and invoice documents.
5. Delivery Dates and Delay
Agreed delivery dates shall be binding. The Supplier shall immediately inform SSB-Electronic GmbH of any foreseeable delays and provide a binding alternative delivery date. In the event of delay, SSB-Electronic GmbH shall be entitled to all statutory remedies. If a delay attributable to the Supplier causes more than an insignificant disadvantage to SSB-Electronic GmbH, SSB-Electronic GmbH shall be entitled, after prior notice, to claim a contractual penalty of up to 0.2% of the net order value for each completed working day of delay, up to a maximum of 5% of the net order value. Further claims shall remain unaffected.
6. Incoming Goods Inspection and Notice of Defects
The obligation to inspect shall be limited to defects apparent upon receipt of goods, quantity deviations, transport damage, and random sample inspections. Obvious defects shall be notified within five working days after receipt of the goods; hidden defects shall be notified within five working days after discovery. If agreed quality limits are exceeded, the entire delivery may be treated as defective.
7. Warranty
In the event of defects, SSB-Electronic GmbH shall be entitled to all statutory rights. At its discretion, SSB-Electronic GmbH may demand repair, replacement delivery, price reduction, rescission, or damages. In urgent cases, SSB-Electronic GmbH shall be entitled to take necessary measures itself or through third parties at the Supplier’s expense to prevent damage or remedy defects. The Supplier warrants that the delivery and use of the products do not infringe any third-party rights..
8. Product Changes and Obsolescence Management
The Supplier shall inform SSB-Electronic GmbH in a timely manner of any changes to products, materials, manufacturing processes, production sites, or sub-suppliers that may affect form, function, quality, reliability, or compliance. Where legitimate technical interests of SSB-Electronic GmbH are affected, such changes shall require prior approval.
Product discontinuations (EOL), supply shortages, or significant product changes shall be communicated as early as possible, but at least six months before they take effect.
The Supplier shall maintain an appropriate product change and obsolescence management system.
9. Ownership, Confidentiality, and Development Rights
Drawings, data, specifications, software, firmware, tools, materials, and other documents provided by SSB-Electronic GmbH shall remain its property and may only be used for the execution of the respective purchase order. The Supplier shall treat all non-public information as confidential and shall not disclose it to third parties. All work results created within the scope of customer-specific developments, as well as all rights of use and exploitation required for such work results, shall belong exclusively to
SSB-Electronic GmbH. Further arrangements may be agreed separately.
10. Data Protection
The Supplier undertakes to comply with all applicable data protection laws, in particular the General Data Protection Regulation (GDPR). Personal data may only be processed for the purpose of contract performance. Any storage or processing of personal data outside the European Union or the European Economic Area shall require prior approval from SSB-Electronic GmbH. The Supplier shall implement appropriate technical and organizational measures to protect personal data and shall immediately report any data protection incidents.
11. Limitation Period
Claims shall become time-barred in accordance with statutory provisions unless otherwise stipulated below.Claims for defects shall be subject to a limitation period of 24 months from the commissioning of the delivered goods by SSB-Electronic GmbH or its customers, but no longer than 36 months from the transfer of risk. If commissioning does not take place within six months after delivery, the limitation period shall commence no later than the date stated on the delivery note. For repaired or replaced parts, the limitation period shall recommence with respect to those parts.
12. Liability and Insurance
The Supplier shall be liable in accordance with statutory provisions for all damages and expenses arising from defective, delayed, or otherwise non-conforming deliveries. SSB-Electronic GmbH shall be entitled to pass on third-party claims and resulting costs to the Supplier insofar as these are predominantly or causally attributable to breaches of duty, product defects, or infringements of intellectual property rights by the Supplier.
The Supplier shall indemnify SSB-Electronic GmbH against such third-party claims.
The Supplier shall maintain and, upon request, provide evidence of adequate business and product liability insurance or comparable financial security appropriate to the nature and scope of its deliveries.
13. Compliance, Quality, and Audits
The Supplier undertakes to comply with all applicable legal requirements, particularly those relating to product safety, environmental protection, export control, sanctions, anti-corruption, and supply chain regulations. The Supplier shall ensure compliance with all relevant REACH, RoHS, and WEEE requirements for the products. The Supplier shall maintain an appropriate quality management system as well as suitable information security and cybersecurity measures. Security incidents affecting SSB-Electronic GmbH shall be reported immediately. SSB-Electronic GmbH shall be entitled, upon reasonable prior notice, to verify compliance with these requirements, taking into account the Supplier’s legitimate interests and ensuring that such verification is customary, proportionate, and reasonable.
14. Force Majeure
Neither party shall be liable for failure or delay in performing its obligations due to force majeure. The affected party shall immediately inform the other party of the cause, extent, and expected duration of the event. If the event continues for more than 90 calendar days or if its end is not foreseeable, either party shall be entitled to terminate or withdraw from the affected contract in whole or in part with immediate effect.
15. Place of Jurisdiction and Applicable Law
The laws of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be the registered office of SSB-Electronic GmbH. If the Supplier is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be the registered office of SSB-Electronic GmbH.
SSB-Electronic GmbH shall remain entitled to bring legal action at the Supplier’s general place of jurisdiction.
16. Supplier Code of Conduct
The Supplier undertakes to comply with the current Supplier Code of Conduct of SSB-Electronic GmbH and shall ensure compliance by its sub-suppliers.
Severability Clause
Should any provision of these GTCP be wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision. The parties shall endeavor to agree on a valid provision that comes as close as possible to the economic purpose of the invalid provision.
Lippstadt, 29ᵗʰ of June 2026
