General Terms and Conditions of Purchase - WGC Germany
All purchasing terms and conditions of Westlake Compounds Germany GmbH and its affiliated companies (“Customer”)
General provisions
1.1 The following General Terms and Conditions of Purchase apply to all procurement transactions of the Customer, regardless of whether they involve purchase agreements, contracts for work and services, or similar agreements. These terms and conditions apply to all future contracts with suppliers ("Supplier") with whom the Customer has an ongoing business relationship. Individually agreed contractual provisions (§ 305b German Civil Code) apply to these Terms and Conditions of Purchase. The foregoing provisions apply only to matters that have been expressly regulated by contract. These Terms and Conditions of Purchase apply to all matters for which no binding agreement has been reached. Individual agreements are only binding if they have been made in writing.
1.2 These General Terms and Conditions of Purchase apply exclusively; the customer does not recognize any differing or conflicting terms and conditions unless their validity is expressly confirmed in writing. These Terms and Conditions of Purchase also apply if the customer accepts the delivery without reservation, even with knowledge of conflicting or differing terms and conditions of the supplier.
1.3 All agreements between the customer and the supplier must be recorded in writing in the contract.
1.4 These purchasing conditions apply exclusively to entrepreneurs within the meaning of § 310 para. 1 BGB and not to consumers.
1.5 All deliveries and services must comply with the relevant legal provisions, laws, and regulations (“Regulations”). This applies in particular, but not exclusively, to regulations concerning safety (including those for securing the supply chain, such as AEO-F pursuant to Article 14k of Regulation (EEC) 2454/93), occupational and plant safety, health, and environmental protection. All deliveries and services must comply with the customer's specifications, the standards and regulations established by the customer, and the state of the art. The safety instructions applicable at the customer's site and the requirements contained in work permits must be strictly observed. The safety and environmental instructions of the plant security, safety, and customer service departments must be followed by the supplier's employees. The supplier must conduct suitable risk assessments in accordance with the Occupational Health and Safety Act for its activities and for work equipment used by the supplier in customer areas.
The supplier's equipment is suitable for the work and is properly maintained. The supplier's employees possess the necessary qualifications, training, and occupational health examinations to perform their tasks safely. Any potential hazards to third parties arising from the supplier's employees' activities must be discussed with the customer's supervisors in advance. The safe execution of the supplier's employees' activities must be monitored by their supervisors. Scaffolding may only be used by the supplier's employees if a competent person designated by the supplier has authorized its use. Injuries to the supplier's employees on customer premises must be reported to the customer's supervisor immediately; the supplier must cooperate in the investigation of such incidents.
1.6 As a company committed to the principles of corporate responsibility and environmentally sustainable development, the customer expects the supplier to comply with the “Guidelines for Sustainability for the Chemical Industry in Germany” by Chemie³ ( www.chemiehoch3.de) or comparable principles.
1.7 All documents, descriptions and plans required and customary for the respective order are part of the order and must be provided by the supplier to the customer free of charge.
Furthermore, the supplier irrevocably transfers to the customer, free of charge, all rights (with the exception of copyrights) to all work results from this contract. The supplier grants the customer, free of charge, a transferable, perpetual, worldwide, and unrestricted right to use all copyrighted work results. The supplier indemnifies the customer against all third-party claims arising from the infringement of intellectual property rights in connection with the use of the work results. Insofar as intellectual property rights are required for the use of the work results and these rights were already held by the supplier prior to the conclusion of this contract, the customer receives, free of charge, a transferable, sublicensable right to use these rights. The supplier must notify the customer of such intellectual property rights in writing without undue delay.
1.8 The customer's review of plans, documents or other services provided by the supplier does not establish any co-responsibility on the part of the customer; such review is without prejudice to any warranty claims the customer may have.
1.9 The supplier is liable for all deliveries and its sub-suppliers to the same extent as for its own services.
1.10 The customer pays for the conclusion of an SLVS insurance policy (forwarding, logistics and warehouse insurance).
confidentiality
2.1 The supplier undertakes to treat as confidential all business and trade secrets (e.g., illustrations, drawings, calculations, specifications, and other documents) received from the customer, as well as all knowledge and results ("information") gained from this contract, not to disclose them to third parties, to use them exclusively for the purpose of fulfilling the contract, and not to exploit them directly or indirectly, in whole or in part, within the scope of intellectual property rights. This confidentiality obligation shall continue even after the termination of the contractual relationship.
2.2 The supplier shall oblige its employees, legal representatives and agents to comply with the same confidentiality provisions.
2.3 The confidentiality obligation does not apply to information that was already generally known at the time of disclosure by the customer, or that subsequently became generally known without any action on the part of the supplier, or that was lawfully disclosed to the supplier by an independent third party who is not subject to any confidentiality obligation.
- Delivery time
3.1 The delivery date specified in the order is binding.
3.2 The supplier is obliged to inform the customer immediately in writing if any circumstances arise or become known to him that hinder him from complying with the agreed delivery or performance deadline.
3.3 In the event of a delay in delivery, the customer is entitled to the statutory rights. In particular, the customer is entitled, after the unsuccessful expiry of a reasonable grace period, to claim damages in lieu of performance and to withdraw from the contract. If the customer claims damages, the supplier has the right to prove that it is not at fault.
Prices – Payment Terms
4.1 The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery to INCOTERMS DDP (named place of destination) in the currently valid version. The return of packaging requires a separate agreement.
4.2 The customer may only process delivery documents and invoices and make payments if they contain the order number specified in the order. The supplier bears the consequences arising from failure to comply with this requirement, unless they can prove that they are not at fault.
4.3 The customer is entitled to offset claims and assert rights of return to the extent permitted by law.
Inspection for defects – Liability for defects
5.1 Insofar as the contract concerns the procurement of a product, the customer is exempt from the obligation to inspect the original delivery immediately, unless the defects are obvious and immediately recognizable by simple visual inspection.
5.2 In the event of defects, the statutory limitation period begins to run again after their rectification; this applies equally to parts that are functionally related to the defective part and where damage resulting from the defective part cannot be ruled out.
5.3 If a notice of defects is raised in a timely manner, the limitation period for the customer's claims is preserved as long as the supplier has not definitively rejected the claims in writing.
5.4 The place of performance is in all cases the location specified in the order where the customer is to receive the goods, or, in the case of delivery with installation, the place of use.
5.5 The customer is obligated to inspect the goods for any deviations in quality and quantity within a reasonable period. A notice of defects is considered timely if it is received by the supplier within three weeks of receipt of the goods or – in the case of hidden defects – within three weeks of their discovery.
5.6 The customer is fully entitled to assert all statutory warranty claims; in particular, the customer may, at their discretion, demand either rectification of the defect or delivery of a new, defect-free item from the supplier. The right to damages, especially damages in lieu of performance, is expressly reserved.
5.7 If the supplier fails to properly fulfill its obligation to provide subsequent performance (and has not legitimately refused to do so), or if it seriously and definitively refuses subsequent performance, or if subsequent performance fails, or if the loss of use is to be feared, or if the rectification of defects cannot be postponed for other reasons, the customer is entitled to rectify the defect itself or have it rectified by a third party and to demand compensation from the supplier for the required quantities.
The statutory regulations apply. The above provisions do not affect any further rights of the customer arising from liability for defects or warranty.
5.8 The limitation period is 36 months, unless a longer period is provided for by law, beginning with the transfer of risk, unless the provisions of §§ 478, 479 BGB apply.
5.9 The supplier bears the risk of accidental loss and accidental damage to all services to be rendered under this contract until acceptance or delivery. If handover is agreed upon or required, the following applies: If only parts of the work are handed over for use, the supplier will conduct an inspection with the customer regarding the partial use/handover. Neither the inspection nor the partial use/handover constitutes acceptance. It serves solely to determine the state of production and to ensure the subsequent traceability of any damage. If the customer uses parts of the work before acceptance, the supplier is not liable for damage or loss attributable to the customer's fault. The customer bears the risk for normal wear and tear as well as all other risks arising from the customer's use.
Retention of title
6.1 The customer retains ownership of all parts and/or materials provided by the customer to the supplier. Any processing or modification carried out by the supplier is done on behalf of the customer. If the customer's goods subject to retention of title are processed together with other goods not belonging to the customer, the customer acquires co-ownership of the resulting product in proportion to the new value of their goods (purchase price plus VAT) relative to the other processed goods at the time of processing.
6.2 If items and/or materials provided by the customer are inseparably mixed with other items not belonging to the customer, the customer acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title (purchase price plus VAT) relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the supplier's item is considered the principal item, it is agreed that the supplier transfers proportionate co-ownership to the customer; the supplier holds the sole or co-ownership in trust for the customer.
6.3 If the customer's security rights pursuant to clauses 6.1 and/or 6.2 exceed the purchase price of all unpaid goods subject to retention of title by more than 10%, the customer is obliged, at the supplier's request, to release security of his choice.
- Liability
7.1 The statutory provisions apply.
7.2 If the supplier is responsible for product damage, he is obliged to indemnify the customer upon first request against all claims for damages by third parties, provided that the cause lies within his sphere of control and organization and he is liable to third parties.
7.3 Within the scope of its liability for damages, the supplier is obligated under Sections 683, 670 of the German Civil Code (BGB) or Sections 830, 840, 426 of the German Civil Code (BGB) to reimburse all expenses incurred in connection with recall actions initiated by the customer. The customer will – to the extent possible and reasonable – inform the supplier of the content and scope of the recall measures to be implemented and give the supplier an opportunity to comment. The foregoing provisions do not affect any further statutory rights of the customer.
7.4 The supplier undertakes to maintain product liability insurance with a minimum coverage of €5 million per claim (personal injury and property damage combined); this does not affect any further claims for damages by the customer.
Applicable law – Jurisdiction – Place of performance
8.1 If the supplier is a merchant, the place of jurisdiction is the customer's place of business; however, the customer is also entitled to sue the supplier at its general place of jurisdiction.
8.2 The laws of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The applicable trade terms are the currently valid INCOTERMS of the International Chamber of Commerce (ICC).
Eilenburg, October 2025