(1) These General Terms and Conditions of Purchase (hereinafter referred to as “GTC”) shall apply to the sale and delivery of products (hereinafter referred to as “Products”) by the supplier (hereinafter referred to as “Supplier”) to the Stiftung Menschen für Menschen – Karlheinz Böhms Äthiopienhilfe -, Brienner Straße 46 in 80333 Munich (hereinafter referred to as “Customer”, “we” or “us”).

(2) The Customer orders the Products for its local facility in Addis Ababa/Ethiopia (hereinafter referred to as “MFM Ethiopia”). However, the ordering, handling, and payment of the Products, as well as other aspects of the contract performance, are carried out in the Customer’s own name and own account. Contractual rights and obligations under the contracts exist solely between the Customer and the Supplier. MFM Ethiopia does not assume any liability for the obligations of the Customer towards the Supplier and does not undertake any joint and several liability (Gesamtschuldnerschaft) in this regard.

(3) The GTC shall also apply to all future contracts for the sale and delivery of Products by the Supplier to the Customer within the framework of ongoing business relations, even if their applicability is not expressly agreed upon again.

(4) Other provisions, particularly general terms and conditions of the Supplier or third parties, shall not apply, even if we do not object to their applicability in individual cases or if we accept or effect contractual performance without reservation in the knowledge of such general terms and conditions. Even if we refer to a document that contains or references other provisions of the Supplier or a third party, this does not constitute consent to the applicability of those provisions.

(1) Offers from the Supplier shall be free of charge for us. In particular, no remuneration or reimbursement of costs shall be made for visits, the preparation of cost estimates, or other documents preparatory to the conclusion of the contract.

(2) Our orders shall only be binding if they are made in written or text form (e.g., email).

(3) The Supplier may accept our orders within ten (10) calendar days of receipt. Acceptance of the order shall be effected by sending us an order confirmation in written or text form (e.g., email). A contract between us and the Supplier shall be concluded upon receipt of the order confirmation.

(4) We shall not be obliged to conclude contracts for the delivery of Products with the Supplier or to order specific (minimum) quantities of Products from the Supplier.

(1) The Products shall comply with the agreed specifications and quality requirements (hereinafter referred to as “Specifications”).

(2) The Products shall meet all applicable legal, governmental, and regulatory requirements, in particular those related to health, product safety, environmental protection, substance prohibitions, and substance restrictions.

(1) The scope of deliveries and further details (e.g., regarding the Products, Specifications, payment terms, type of packaging, delivery costs, and delivery address) are specified in the respective order. The Supplier shall not be entitled to change orders, in particular to make technical, design-related, or other changes to the Products, without our prior consent in written or text form (e.g., email).

(2) We may at any time, even after the conclusion of the contract, request changes to orders free of charge, in particular to the Specifications of the Products, to the extent these are reasonable for the Supplier. This shall not apply if the changes verifiably increase the Supplier’s costs by more than 5 % compared to the originally agreed prices; in such cases, § 4 para. 3 shall apply.

(3) In all other cases, we may only request changes if they have been agreed with the Supplier in written or text form (e.g., email).

(1) The Supplier shall properly and securely package and label the Products for transport and import. In doing so, the Supplier shall comply with all applicable legal, governmental, and regulatory requirements for transport and import, even if these are amended or newly enacted after conclusion of the contract. The type of packaging shall be adapted to the specific requirements of the Products, taking into account the mode of shipment, and shall be as environmentally friendly as possible, as well as comply with applicable legal and climatic requirements. The Supplier shall be liable for damages resulting from inadequate or defective packaging or labeling, unless the Supplier is not responsible (Vertretenmüssen) for the inadequate or defective packaging or labeling.

(2) The Products are export shipments that are transported directly by air or sea freight. The Supplier shall send us in particular the following documents (hereinafter referred to as “Shipping Documents”): (i) a commercial invoice in quadruplicate (stamped in color and signed), (ii) a packing list in quadruplicate (stamped in color and signed), (iii) a certificate of origin (stamped and signed by the Chamber of Industry and Commerce) in a single version, (iv) an Export declaration in a single version and, if necessary, (v) a declaration of conformity in a single version, (vi) a shipper’s declaration for dangerous goods in a single version, and (vii) other documents specified by us in the delivery instructions. The Shipping Documents shall be sent to the Customer in the aforementioned number of versions in original. For this purpose, the Supplier shall first send the Customer a draft of the respective original documents; if the Customer confirms the accuracy of the drafts in written or text form (e.g., email), the Supplier shall then send the Customer the original documents as well as a digital copy of all original documents. Additionally, the Supplier shall attach a copy of the Shipping Documents with each delivery. § 6 para. 4 and 5 shall remain unaffected.

(3) The Supplier shall comply with applicable foreign trade, customs, and other requirements. All documents (including the Shipping Documents) must designate MFM Ethiopia as the recipient.

(4) If the Customer engages a freight forwarder, the Supplier shall comply with the freight forwarder’s instructions in good time to enable an efficient arrangement of the delivery. The Supplier shall be liable for additional costs incurred due to non-compliance with the shipping instructions or the freight forwarder’s instructions, unless the Supplier is not responsible (Vertretenmüssen) for the non-compliance.

(5) The Supplier shall indemnify us from and hold us harmless against any and all costs, expenses, damages, and third-party claims in connection with a violation of § 5 (e.g., costs for the confiscation of Products or fines imposed by authorities due to inadequate packaging or labeling upon import), unless the Supplier is not responsible (Vertretenmüssen) for the violation.

(1) The price agreed in the contract is a binding fixed price and is exclusive of statutory VAT, insofar as statutory VAT shall be payable according to statutory provisions and is shown separately on a proper invoice.

(2) The prices shall be in full settlement of any and all activities, work, costs, and expenses of the Supplier as well as any and all rights granted in connection with deliveries by the Supplier. Unless otherwise agreed, the price shall also include any and all ancillary costs, in particular for delivery and transport to the destination specified in the contract, including packaging, labeling, insurance, and other costs and expenses in connection with deliveries by the Supplier.

(3) If, according to the contract, the price does not include packaging, and the remuneration for the packaging – that is not provided on a temporary basis only – is not expressly specified, it shall be calculated at the verifiable cost price.

(4) Invoices shall be sent in quadruplicate to the Customer’s billing address specified in the order and in digital form to the email address specified by the Customer. However, notwithstanding sentence 1, MFM Ethiopia shall be stated as the invoice recipient. Invoices may only be issued once the Supplier has completed delivery in full and in accordance with the contract.

(5) All invoices shall include (i) our complete order numbers as well as our project designation, (ii) MFM Ethiopia as the invoice recipient, and (iii) other agreed-upon information. We can only process invoices if the order number provided by us is stated correctly.

(6) Incorrect or incomplete invoices are considered not received until they have been corrected or completed accordingly. At our choice, they may be returned to the Supplier for correction or reissuance.

(7) Unless otherwise agreed, we will pay within 30 calendar days net from (i) receipt of a proper and verifiable invoice by us, (ii) receipt of the complete Shipping Documents in the required number of original versions by us, or, if the original versions are not yet available, in digital form, and (iii) notification of readiness for shipment by the Supplier to us. Insofar as we are obliged to make advance payments, we are entitled to withhold any advance payment until a customary market security (e.g., advance payment, performance, or warranty guarantee, etc.) is provided by the Supplier or a guarantor designated by the Supplier.

(8) In case of payment default, we owe default interest at the rate of five (5) percentage points above the base interest rate pursuant to § 247 German Civil Code (BGB).

(1) The delivery dates or times agreed upon in the contract (hereinafter referred to as “Delivery Date”) shall be binding.

(2) If circumstances arise or become known to the Supplier as a result of which the Delivery Dates cannot be complied with, the Supplier shall inform us thereof immediately in written or text form (e.g., email), stating the reasons and the probable duration of the delay. The agreed Delivery Dates shall remain unaffected.

(3) In case of a delivery delay, we may exercise our full statutory rights, including the right of rescission (Rücktrittsrecht) and the right to claim damages in lieu of performance (Schadensersatz statt der Leistung) after fruitless expiry of a reasonable grace period, unless such grace period is dispensable. § 7 para. 4 shall remain unaffected.

(4) In case of a delivery delay, we may demand a contractual penalty (Vertragsstrafe) from the Supplier in the amount of 0.3 % per working day of delay, up to a maximum of 5 %, of the respective order value, unless the Supplier is not responsible (Vertretenmüssen) for the delivery delay. Further damage claims shall remain unaffected; however, the contractual penalty (Vertragsstrafe) is to be accounted against such additional damage claims. The contractual penalty (Vertragsstrafe) may be asserted until payment of the price, even if the claim was not reserved upon receipt of the Products.

(5) Unless otherwise agreed, the delivery of the Products shall be based on DDP (Incoterms 2020) to the agreed delivery location.

(6) The Supplier shall not be entitled to make partial deliveries.

(7) We reserve the right to refuse partial deliveries or deliveries made before the agreed Delivery Dates, and to return the Products in such cases at the Supplier’s expense and risk. If we do not return the Products, they may, at our choice, be stored by us at the Supplier’s expense and risk; in this case, however, the agreed payment terms shall remain unaffected. In case we consent in written or text form (e.g., email) prior to a partial delivery, such deliveries must be marked as such in all Shipping Documents and other labels, and must be consecutively numbered.

(8) The risk shall transfer in accordance with the Incoterms 2020 agreed in § 7 para. 5, but not before the Products are handed over to MFM Ethiopia at the agreed destination in Addis Ababa/Ethiopia.

(1) Ownership of the Products shall be transferred to us upon delivery. If delivery is made directly to MFM Ethiopia, ownership of the Products shall be transferred to us upon delivery to MFM Ethiopia.

(2) Retention of title (Eigentumsvorbehalt) by the Supplier is only permissible in exceptional cases and only insofar as it concerns our payment obligation for the respective Products to which the Supplier retains ownership. In such cases, we are fully entitled to combine, mix, and process the Products. Extended or prolonged retention of title (erweiterter oder verlängerter Eigentumsvorbehalt) is not permitted.

(1) In case of defects, we may fully exercise our statutory rights, unless otherwise agreed below.

(2) As part of the subsequent performance (Nacherfüllung), we may demand, at our choice, either the rectification of the defect (Nachbesserung) or the delivery of a defect-free Product (Ersatzlieferung). Unless we explicitly demand the rectification of the defect (Nachbesserung), subsequent performance (Nacherfüllung) shall generally take place by delivering defect-free Products (Ersatzlieferung).

(3) Upon delivery of a defect-free Product, we are entitled, but not obliged, to return the defective Product to the Supplier. A claim by the Supplier for compensation for lost value (Wertersatz) is excluded. § 9 para. 9 sentence 2 shall remain unaffected.

(4) Without prejudice to the statutory provisions, we may remedy any defect ourselves or through third parties if the Supplier fails to fulfill its obligation for subsequent performance (Nacherfüllung) within a reasonable grace period set by us. A grace period is dispensable if subsequent performance (Nacherfüllung) has failed or is unreasonable for us (e.g., due to urgency, endangerment of operational safety, or the imminent occurrence of disproportionate damages) or in the case of § 323 para. 2 German Civil Code (BGB). § 13 para 3 shall remain unaffected.

(5) The place of subsequent performance (Nacherfüllung) shall be, at our choice, the delivery location, the place of use, or any other location where the Products are situated in accordance with their contractual purpose.

(6) In case of serial defects (defects of the same type occurring in at least 3 % of the delivered Products), we may reject the entire delivery as defective and assert statutory warranty rights for the entire delivery.

(7) The limitation period for defect claims is 36 months and begins only upon delivery of the Products to MFM Ethiopia, unless the statutory law provides for longer limitation periods, which shall then apply in such case.

(8) By taking-over or approving submitted samples or specimens, we do not waive any warranty rights.

(9) The Supplier shall bear all costs of subsequent performance (Nacherfüllung), in particular travel, labor, and material costs, as well as removal and installation costs. In case of defects, the Supplier shall also bear any transport and return transport costs.

(10) The Supplier shall indemnify us from and hold us harmless against any and all costs, expenses, damages, and third-party claims related to defects of the Products, unless the Supplier is not responsible (Vertretenmüssen) for the defects. The indemnification shall also include the defense against unfounded claims.

(11) The limitation period for warranty claims shall be suspended upon receipt of our notification of defects by the Supplier. In case of the delivery of a defect-free Product (Ersatzlieferung) and rectification of defects (Nachbesserung), the limitation period for replaced Products and repaired parts shall recommence from the date of delivery of a defect-free Product (Ersatzlieferung) or rectification of defects (Nachbesserung), unless we had to assume, based on the Supplier’s conduct, that the Supplier did not feel obliged to take the measure, but only carried out the delivery of a defect-free Product (Ersatzlieferung) or rectification of defects (Nachbesserung) as a gesture of goodwill or for similar reasons.

(1) The Supplier shall (1) comply with its product monitoring obligations in accordance with the applicable laws, (2) immediately inform us in written or text form (e.g., email) in case it obtains knowledge of or has suspicion of (a) alleged, potential, or actual defects or other product liability-relevant aspects of the Products, in particular those which require or appear to require defensive measures, warnings, recalls or similar field measures (hereinafter collectively referred to as “Field Measures”), or (b) any related governmental or court order or actual or potential third-party claims, (3) coordinate their Field Measures that have impacts for us in advance, (4) secure and provide all necessary evidence and other information to us, and (5) cooperate with us in our own Field Measures in relation to defects or other product liability-relevant aspects of the Products at the Supplier’s expense.

(2) The Supplier shall indemnify us from and hold us harmless against any and all third-party claims for personal injury or property damage resulting from a defective Product delivered by the Supplier; if the Supplier is not also the manufacturer of the Product, this does not apply if the Supplier is not responsible (Vertretenmüssen) for the defect. If we are required to carry out Field Measures due to a defect in a Product supplied by the Supplier, the Supplier shall bear any and all costs associated with the Field Measures, unless these originate outside the Supplier’s area of responsibility or organization. We will inform the Supplier about the nature and scope of such measures and give them the opportunity to comment. Further rights and remedies on our part shall remain unaffected.

(3) The Supplier shall bear the burden of proof that (1) alleged, potential, or actual defects or other product liability-relevant aspects of the Products are indeed irrelevant to product liability and (2) these defects or product liability-relevant aspects do not necessitate Field Measures, in particular not the specific Field Measures carried out by us.

(4) The Supplier shall maintain sufficient product liability insurance at their own expense. Upon request, the Supplier shall provide us with a copy of the liability insurance policy at any time.

(1) The Supplier undertakes (gewährleistet) that, in connection with their delivery, no (1) copyrights, patents, rights in inventions and utility models, trademark rights, design rights, or other (industrial) intellectual property rights (hereinafter collectively referred to as “IP Rights”) of third parties, as well as (2) liens and other security rights of third parties, are infringed in countries of the European Union, Ethiopia, or other countries where they manufacture or have the Products manufactured.

(2) In case the Products infringe third-party IP Rights, we may exercise the statutory rights, unless otherwise agreed below.

(3) If the Products delivered by the Supplier infringe third-party IP Rights, the following applies: The Supplier shall, upon our request and at our choice, at the Supplier’s own expense either (a) obtain a usage right concerning the IP Rights or (b) modify the Products so that they no longer infringe third-party IP Rights.

(4) The Supplier shall indemnify us from and hold us harmless against any and all claims asserted by third parties against us due to the infringement of IP Rights as described in § 11 para. 1, and reimburse all necessary expenses related to such claims, unless the Supplier is not responsible (Vertretenmüssen) for the infringement. The indemnification shall also include the defense against unfounded claims.

(5) The limitation period for claims under this § 11 is 36 months and begins only upon delivery of the Products to MFM Ethiopia, unless the statutory law provides for longer limitation periods, which shall then apply in such case.

(1) If we provide the Supplier with plans, drawings, specifications, calculations, execution instructions, product descriptions, and other documents for the performance of the contract (hereinafter collectively referred to as “Customer Documents”), ownership and all IP Rights thereto shall remain with us.

(2) The Supplier is granted a (1) non-exclusive, (2) non-transferable, (3) revocable at any time, and (4) temporary right, limited to the duration of the provision of deliveries under a contract, to use the Customer Documents for the purpose of performing the contract. The Supplier shall only be entitled to sublicense this usage right if it is necessary for performing the contract and if we have given our prior consent in written or text form (e.g., email).

(3) The Supplier shall return, destroy, or delete the Customer Documents upon our request, but no later than upon expiration of the business relationship. Upon our request, the Supplier shall immediately confirm the return, destruction, or deletion in written or text form (e.g., email). The aforementioned obligations of this § 12 para. 3 shall not apply if and to the extent a return, destruction, or deletion (a) is not possible due to applicable laws or regulations or (b) is technically impossible or entails disproportionate effort.

(1) The Supplier shall keep spare parts for the Products delivered to us available for a period of at least ten (10) years after delivery.

(2) If the Supplier intends to discontinue the production of spare parts for the Products delivered to us, they shall notify us immediately after the decision to discontinue. This decision shall – subject to § 13 para. 1 – be made at least six (6) months before the discontinuation of production.

(3) Orders for technical devices include that English operating instructions, assembly instructions, instructional guidelines, and spare parts lists shall be provided free of charge by the Supplier. If the Supplier fails to comply with this obligation after the Customer has set a grace period, unless such grace period is dispensable, the Customer may, at theirchoice, either (a) have the translation carried out at the Supplier’s expense, or (b) rescind (zurücktreten) the contract.

(1) “Confidential Information” means (1) any and all trade secrets as defined in § 2 No. 1 German Act on the Protection of Trade Secrets (GeschGehG) as well as (2) commercial, technical, and other information that is marked as “confidential” or similar or is confidential by its nature.

(2) Our Confidential Information shall be treated as confidential and must not be disclosed to third parties. The Supplier shall implement appropriate confidentiality measures as defined in § 2 No. 1. lit. b) German Act on the Protection of Trade Secrets (GeschGehG). The Supplier shall not, without our prior consent in written or text form (e.g., email), (a) carry out observations, examinations, reverse engineering, or tests in relation to our Confidential Information within the meaning of § 3 para. 1 No. 2 German Act on the Protection of Trade Secrets (GeschGehG), and (b) carry out any other tests, analyses, or experiments with our Confidential Information.

(3) Confidential Information may only be disclosed to employees having a need to know for such Confidential Information for the purposes of fulfilling their work and are subject to corresponding confidentiality obligations.

(4) The Supplier shall hold any and all Confidential Information received in confidence for a period of two (2) years after the conclusion of the contract, and use it solely for the execution of the order or contract, as well as comply with any and all legal and regulatory requirements, in particular the provisions of the German Act on the Protection of Trade Secrets (GeschGehG). Longer confidentiality obligations under applicable laws shall remain unaffected.

(5) The Supplier shall immediately return, destroy, or delete the Confidential Information upon completion of inquiries or after execution of orders or contracts, but no later than two (2) years after the conclusion of the contract or upon our request. Upon our request, the Supplier shall immediately confirm the return, destruction, or deletion in written or text form (e.g., email). The aforementioned obligations of this § 14 para. 5 shall not apply if and to the extent a return, destruction, or deletion (a) is not possible due to applicable laws or (b) is technically impossible or entails disproportionate effort.

(6) The aforementioned obligations shall not apply to information that (a) may be disclosed under a contract, (b) is or becomes publicly known without fault of the Supplier, (c) is rightfully received by the Supplier from a third party, (d) the Supplier has obtained or developed independently without using our Confidential Information, or (e) must or may be disclosed by the Supplier due to statutory provisions or governmental orders, in particular if the disclosure is necessary to protect a legitimate interest within the meaning of § 5 para. 1 German Act on the Protection of Trade Secrets (GeschGehG).

(7) The Supplier shall not reference the business relationship in advertising materials, brochures, etc., nor exhibit delivery items manufactured for us without our prior consent in written or text form (e.g., email).

(8) The Supplier shall oblige its subcontractors to this § 14 accordingly.

(1) The Supplier is not entitled to assign its claims arising from the contractual relationship to third parties.

(2) Offsetting against claims to which the Customer is entitled against the Supplier under the contract shall only be effective to the extent that the Supplier’s claim is undisputed (unbestritten) or has been legally established (rechtskräftig festgestellt).

(1) The place of performance shall be Addis Ababa/Ethiopia. § 9 para. 5 shall remain unaffected.

(2) The contracts concluded between us and the Supplier shall be subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) The exclusive place of jurisdiction for all disputes arising from the legal relationship between the Supplier and us is Munich, Germany. However, we shall also be entitled to take legal actions against the Supplier at its registered office.

(1) The Supplier shall, in connection with the performance of the contract, (1) comply with any and all applicable legal, governmental, and regulatory requirements and (2) timely obtain any and all necessary permits, approvals, or licenses. For the avoidance of doubt, this also includes legal, governmental, or regulatory requirements that are amended or newly enacted after the conclusion of the contract. Upon our request, the Supplier shall provide proof of compliance with the aforementioned requirements in written or text form (e.g., email).

(2) The Supplier shall indemnify us from and hold us harmless against any and all costs, expenses, damages, and third-party claims in connection with a violation of § 17 para. 1, unless the Supplier is not responsible (Vertretenmüssen) for the violation.

(3) We may enter the Supplier’s business premises and production facilities during normal business hours upon reasonableprior notice and inspect these and compliance with the agreed requirements and obligations ourselves or through independent third parties (e.g., auditors).

(4) The Supplier acknowledges that the employees of the Customer as well as those of MFM Ethiopia must adhere to the principles of ethical conduct.

(5) If the Supplier or one of its employees offers or grants a gift or any other benefit to an employee of the Customer or of MFM Ethiopia, or to a relative or any other closely associated person of an employee in connection with the performance of the contract, or if the Supplier or one of its employees accepts a gift or any other benefit from third parties in connection with the performance of the contract, the Supplier shall pay a contractual penalty (Vertragsstrafe) in the amount of 15 % of the respective order value to the Customer in each individual case, unless the Supplier is not responsible (Vertretenmüssen) for the violation. Further damage claims shall remain unaffected; however, the contractual penalty (Vertragsstrafe) is to be accounted against such additional damage claims.

(6) Such granting of benefits entitles the Customer to rescind (zurücktreten) or terminate (kündigen) the contract. In this case, prior setting of a grace period by the Customer is not required.

(1) The Supplier may only engage subcontractors for the performance of the contract with our prior consent in written or text form (e.g., email). A prerequisite for the engagement of subcontractors is, in any case, that the Supplier makes best efforts to ensure that the subcontractor complies with all provisions of the GTC and the relevant contract. Subcontractors also include affiliated companies of the Supplier within the meaning of §§ 15 et seqq. German Stock Corporation Act (AktG). The Supplier is responsible for the subcontractors it engages and is liable for them.

(2) Amendments or additions to the GTC require written form to be effective; the same shall apply to the waiver of this written form requirement. The precedence of individual agreements – including oral ones – pursuant to § 305b German Civil Code (BGB) shall remain unaffected.

(3) Should individual provisions of the GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby.

Status November 2025