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Terms and Conditions of Purchaser for WAGO Corporation


Purchase Order Terms and Conditions

1. Acknowledgement and Acceptance of Order

A. General

1. These General General Terms and Conditions of Purchase apply to all contractual relations between the commercial supplier and WAGO Kontakttechnik GmbH (under Swiss law) & Co. KG (“WAGO”) that have as their object the delivery of products and/or the rendering of services (referred to together herein as “Contractual Performances”).

German law, with the exception of the UN Convention on Contracts for the International Sale of Goods, applies to these contractual relations and the rendering of the Contractual Performances. If other than the German legal system is declared to be applicable, these terms and conditions nevertheless apply to the extent permitted under the chosen law. Our terms and conditions of purchase apply exclusively. We do not recognize terms and conditions of the supplier that are contrary to or that deviate from our terms and conditions of purchase unless we expressly consent to their applicability in writing or in text form. Our terms and conditions of purchase apply even when we have knowledge of terms and conditions of the supplier that are contrary to or that deviate from our terms and conditions of purchase and accept the supplier's delivery without reservation.

2. Individual agreements have priority, particularly if they are documented in writing. Otherwise, these general terms and conditions of sale apply to all future transactions with the supplier, even when they are not expressly referred to again in a given case.

B. Order and Confidentiality

1. WAGO retains, without limitation, all proprietary rights and any copyrights to the images, drawings, calculations and other documents (the “Order Documents”). The supplier is obliged to use the Order Documents only for review and for processing the order as contracted.

2. In this framework, the supplier is also obligated to maintain the strict confidentiality of all confidential information received from WAGO; it must obligate its agents and assistants accordingly. “Confidential information" is all information, facts, records, data and/or knowledge – particularly technical and/or economic information, design records, specifications, drawings, models, prototypes, test results and/or miscellaneous know-how – which is not generally accessible at the time it is passed on. Confidential information expressly also includes the Order Documents and the prices and miscellaneous conditions that are agreed on between the parties. Confidential information may be disclosed to third parties only with the express consent of WAGO (in written or text form). The duty of confidentiality ends only if and when the know-how contained in the confidential information has become generally known.

3. The Order Documents must be returned to WAGO without prompting after the order has been processed, unless their return has been waived in writing or in text form; the same applies when an order is not accepted by the supplier or is canceled by WAGO.

C. Contract Formation

1. Subject to the last sentence of this item 1, the order from WAGO is the offer, in the legal sense, which requires order confirmation by the supplier for a contract to be formed. Orders must be accepted within five days through order confirmations in writing or text form. In the case of order confirmations that are received later, the contract is formed if WAGO does not object within a period of ten business days. Notwithstanding this, the order is the acceptance in a legal sense if a binding offer of the supplier precedes the order; in such cases, an order confirmation by the supplier is not required.

2. WAGO reserves the right to make changes, even after contract formation, which only immaterially modify the ordered or contractually stipulated deliveries and services, unless such is not reasonable for the supplier. This also applies to reasonable changes with respect to the design and execution of the products; in such case, the consequences – particularly in regard to cost overruns and reduced costs as well as delivery dates – are to be appropriately regulated by mutual agreement.

II. Terms

D. Prices, Shipment, Packaging

1. The net prices that are shown in the order or contractually agreed to are fixed prices, including all additional charges (particularly for shipment as well as for certificates on the origin or technical qualities of the Contractual Performance), plus statutory value-added tax.

2. The supplier shall render the Contractual Performances DDP (Incoterms 2010) up to the delivery address indicated by WAGO in the respective individual agreement or to the designated place of delivery, or, absent a designation, to the registered office of WAGO or, if the order is placed by an affiliated company or branch office, to the respective registered office. WAGO accepts only quantities or numbers of units actually ordered. Over or under deliveries or partial deliveries are permitted only upon prior agreement. Shipment advices, waybills, invoices and all correspondence must include the order number, the purchase order item, the WIS, MC or commission number and – if available – the article number of WAGO; if this agreement is not complied with, the supplier shall bear all resulting additional costs to the extent they are reasonable.

3. The supplier bears the risk of transport and packaging. The supplier is obligated to pack the contracted items in such a way as to prevent damage in transit and to comply with all regulations applicable to packaging (including those regarding material). The supplier's obligation to take back items because of packaging is governed by the statutory provisions.

E. Delivery Time

1. Scheduled delivery: The delivery time indicated in the order is binding, with the deficiency-free receipt of the Contractual Performance at the stipulated place of delivery being determinative of whether the delivery time has been met. If along with the ordered goods the supplier is also obligated to deliver certificates concerning their origin or technical qualities, they, too, must be provided within the stipulated delivery period at the stipulated place of delivery as an essential component of the supplier's obligation to perform. If documents or information which WAGO has not delivered to the supplier should be required for contract performance, the supplier may claim contributory fault only if the supplier has demanded the documents and information in writing or in text form and not received them within a reasonable time.

2. Delayed delivery: If the supplier recognizes that, for any reason whatsoever, a stipulated date or the stipulated quality cannot be adhered to, the supplier shall immediately notify WAGO of this in writing or text form, stating the reasons and estimated duration of the delay. If the supplier exceeds the delivery date stipulated in the particular individual agreement (“Delay”), the supplier shall pay WAGO lump-sum damages of 0.5% of the value of the Contractual Performance per commenced calendar day beyond the deadline, but aggregating not more than a maximum of 5% of the value of the Contractual Performance, unless the supplier is not accountable for the Delay and/or the supplier can prove a more modest or no loss. The assertion of additional loss (loss caused by delay) remains unaffected. In such case, the lump-sum damages is counted toward the damage claim for Delay in excess of this. Any further legal claims arising from Delay (including the right of rescission and damages) remain unaffected; this also applies in the case of acceptance or payment, without reservation, of the late delivery or performance.

3: Early delivery: If the supplier delivers the contracted items before the agreed delivery date, WAGO reserves the right to refuse to accept them or to return them at the expense of the supplier. If the items are not returned and there is no refusal of acceptance in the case of early delivery, WAGO shall store the contracted items up to the delivery date at the expense and risk of the supplier. In such cases, the payment period does not commence until the stipulated delivery date.

F. Invoices and Accompanying Provisions

1. The supplier's invoices are paid in the customary manner—that is, within 14 calendar days with a 3% discount for early payment or 30 calendar days strictly net, calculated according to the delivery/performance and receipt of the invoice. Section E 3 remains unaffected.

For clarification, it is additionally stipulated that payments are due, at the earliest, following the completion of delivery and proper invoicing, unless otherwise expressly stipulated in writing. For this, the invoices are to be submitted to WAGO, complete with all associated documents and data, in accord with the respective statutory provisions and in proper form. For clarification, it is additionally stipulated that, where the Contractual Performance is deficient, WAGO is entitled to withhold the proportionate value of the payment until proper performance.

2. Apart from that, WAGO is also entitled to offset the supplier's claims against receivables of WAGO's affiliated companies on the value date of the entry. In the case of prepayments, the supplier is obliged, even where there is no individual agreement on this issue, to provide, upon WAGO's first request, adequate security in the form of an absolute prepayment or performance guarantee – at WAGO's option – for an indefinite period from a gilt-edged large bank in the amount of the prepayment to be made.

3. The supplier is entitled to offset only such undisputed counterclaims which arise from the same contractual relationship or which have been legally established.

G. Ownership

1. Ownership of the Contractual Performance passes to WAGO immediately upon delivery/handover. The expanded or extended reservation of ownership by the supplier is excluded. The second part of these general terms and conditions of purchase applies to the rights to use the computer programs and associated documentation created by the supplier.

2. The following provisions apply to tools and other required parts provided by WAGO for contract fulfillment by the supplier (“WAGO-Supplied Components”):

a) WAGO expressly reserves ownership of WAGO-Supplied Components; resale by the supplier is not permitted. WAGO-Supplied Components must be conspicuously marked by the supplier as the property of WAGO and may only be used for the stipulated purposes. The supplier shall handle such WAGO-Supplied Parts with care and protect them against third-party access. The supplier is obligated to perform any required maintenance and inspection work on schedule at its own cost and immediately report any incidents. The supplier must, at its own cost, insure all WAGO-Supplied Components at replacement value against losses through fire, water and theft.

b) If the goods for which ownership is reserved are processed or commingled with articles that do not belong to WAGO, WAGO acquires joint ownership of the new article in the ratio of the value of the goods for which ownership is reserved to the other articles at the time of the processing or commingling; the supplier shall hold the jointly owned property for WAGO. The supplier shall notify WAGO immediately in writing or in text form in the event of loss and damage as well as seizure or other impairments by third parties. In the case of seizures or impairments, the customer shall point out WAGO's ownership.

c) Every six months (as of 6/30 or 12/31 of each year), the supplier is obligated to send WAGO a schedule (in writing or in text form) of the WAGO-Supplied Components belonging to WAGO on the reference date.

H. Promised Qualities and Duties to Complain of Defects

1. The supplier is responsible for ensuring that all Contractual Performances are consistent with the state of the art, the relevant worldwide legal provisions, standards, ordinances, regulations and guidelines of public authorities as well as of the European Union, professional and trade associations. Moreover, the supplier warrants compliance with all environmental and safety provisions as well as the associated provisions in chapter IV below.

2. The supplier shall provide a durability warranty for the Contractual Performances pursuant to § 443 (2) BGB, through which it warrants the Contractual Performances against defects in materials and title for a period of three (3) years from the passing of risk. It is likewise stipulated that WAGO limits the incoming goods inspection under § 377 of the German Commercial Code (HGB) to checking whether the Contractual Performances are identical with the order, the number of units coincides with the stipulated quantity and there is no obvious, immediately apparent transport damage. If there are defects, a one (1) week complaint period applies; this is met when the notice of defects is sent within this period. For all other obvious defects, the above complaint period applies from the time of discovery of the defects. For latent defects, a complaint period of two (2) weeks from the time of discovery applies. Further obligations to complain and examine are expressly excluded.

3. The supplier undertakes to present to WAGO, on the first request, an informative certificate of inspection for the Contractual Performances in writing or text form.

I. Product Changes and Discontinuations

1. Product changes and discontinuations: Any technical change which the supplier intends to make to the products that are approved for delivery must be announced in the form of a detailed Product Change Notification (PCN). Delivery of contracted items which have been modified in such a manner requires the prior express consent of WAGO in each case, for instance through a new initial sample approval. If the contracted items are manufactured according to WAGO's specifications, this also applies to the change itself. The supplier shall bear all costs which WAGO incurs through such changes (e.g. qualification costs, change costs, testing expenses, development costs, costs of a new initial sample approval, etc.). When electronic components are discontinued (PTN process), the supplier undertakes to supply WAGO with the original article for the entire service life of the WAGO products which are equipped with this part. In the case of components that were specially developed for WAGO applications, the supplier shall not perform any discontinuations during the entire life cycle of the WAGO products. The above rules apply accordingly to a change in procurement sources for primary materials or components as well as to a change in the production facility or material changes in the manufacturing process at the supplier.

2. Deadlines: All changes (PCNs) and discontinuations (PTNs) must be announced at least 12 months before the LOD (last order date): plm-automation@wago.com. All affected WAGO materials numbers must be indicated in the PCN/PTN notification. In the case of electronic components, the supplier undertakes to make a maximum of one change (PCN) per component within 24 months.

III. Rights Relating to Defects

J. Limitation Periods

1. The warranty period is 36 months from the time of delivery to WAGO or, in deviation therefrom in supply chains (that is, configurations in which the Contractual Performances of the supplier are resold to customers of WAGO without change or as a component of the products of WAGO), 36 months from the time of delivery to the end customer, but not more than 48 months after risk has passed to WAGO. The above provisions apply only to the extent that nothing different was expressly agreed to in writing or the law does not provide longer periods (particularly as in the case of buildings and things that are normally used for a building).

2. In the case of devices, tools, machinery and equipment, the warranty period commences with the complete, unconditional acceptance of the contracted item, which must be in written form.

3. For Contractual Performances which could not be used and/or operated during the investigation and/or cure of a defect, a running warranty period is extended by the time of the interruption of operation. For repaired or replaced contracted items, the warranty period starts over when the cure is completed (or upon acceptance if the contract requires acceptance of performance), except where the supplier has rendered the cure merely out of goodwill or in amicable settlement of a dispute.

K. Liability Claims for Defective Materials

1. Upon request, the supplier shall cure defects which are complained of during the warranty period – as well as the failure to adhere to warranted qualities – through repair or replacement (referred to together herein as “cure”); the cure shall be effected promptly and without charge, including all incidental costs; the right to elect between repair or replacement resides with WAGO. When cure proves to be unsuccessful, WAGO is entitled to the statutory rights, particularly rescission, reduction in price, reimbursement of expenses and damages in lieu of performance.

2. Where the supplier is at fault for defects, as part of its liability it must reimburse all expenditures required to effect a cure. This expressly also includes all expenditures which are required for the purpose of cure, particularly costs of transport, road charges, labor, and materials (§ 439 II BGB), the cost of installing and removing the defective Contractual Performance as well as costs or damages incurred because the Contractual Performance is installed into other products or devices. Costs incurred in the course of cure therefore also include losses to legally protected interests WAGO or third parties have arisen through the delivery of defective contracted items. Unless WAGO claims greater loss, the supplier's warranty obligates it to reimburse the lump-sum net cost of materials and labor as follows: 15 euros per commenced quarter hour for labor and 0.50 euro per kilometer driven for travel expense.

3. It is additionally agreed that, in lieu of cure, WAGO may require the supplier to provide a credit note in the amount of the purchase price or remuneration for the Contractual Performance. Moreover, it is also agreed that, in urgent cases – in other words, in cases where, due to special urgency, it is no longer possible to notify the supplier of the defect and of the impending loss and give the supplier a period, however short, to provide its own corrective action (especially to ensure capacity to deliver to the end customer) – WAGO may also execute any possible cure by itself or have it executed by a third party without thereby limiting the rights arising from the liability for defects. In such a case, WAGO is entitled to bill the supplier for reasonable costs incurred in the course of effecting the cure.

4. Apart from that, the supplier is obliged to reimburse WAGO for all losses caused by the defective Contractual Performance.

L. Serial Defects

Where there are serial defects, WAGO may require replacement of all Contractual Performances in this series. “Serial defects” are defects which appear with above-average frequency in materials, components, subsystems or systems of the Contractual Performances and are based on one and the same cause. In any event, the frequency of defects is above average when the number of Contractual Performances which are complained of exceeds five (5) percent of the delivered lot. If the Contractual Performances of the supplier are used in another product of WAGO, WAGO is also authorized to recall these products. The supplier shall reimburse WAGO, at the first request, for all damage and expenditures in connection with serial defects for which it bears fault; additional legal claims remain unaffected.

M. Product Liability

1. The supplier shall indemnify WAGO, at the first request, for product and environmental liability claims of third parties to the extent that they are based on Contractual Performances of the supplier and that third parties could take recourse against the supplier itself.

In this context, the supplier is obligated to reimburse WAGO for any expenditures – particularly the cost of retrofitting and repair, replacement and the installation and removal of the corresponding Contractual Performances – that are incurred from or in association with a recall campaign conducted by WAGO. WAGO is entitled to conduct a recall in its own discretion at the supplier's expense, even without the supplier's consent. WAGO shall, as far as possible and reasonable, inform the supplier of the content and scope of the recall measures that are to be conducted and give the supplier an opportunity to comment. In all cases of third-party product or environmental liability claims, WAGO has the right to enter into settlements with third party claimants, which shall not affect the supplier's obligation to pay damages as long as the settlements are commercially necessary and reasonable.

2. The supplier undertakes to maintain a reasonable amount of business liability and extended product liability insurance, including product recall insurance, as well as environmental liability insurance and to give WAGO a copy of the insurance policies and associated certificates of insurance at the first request.

N. Protected Rights

1. The supplier is responsible for ensuring that the Contractual Performances do not infringe any third-party protected rights throughout the world, particularly patents, utility models, design rights, trademarks or copyrights; excepted from this are deliveries based on WAGO's specifications (in writing or text form). If the supplier is aware that the written, textual or oral specifications of WAGO will result in infringement of protected rights, the supplier must immediately inform WAGO of this. The supplier shall indemnify WAGO and its customers, upon the first request, for third-party claims arising from any culpable infringement of protected rights through the Contractual Performances and shall bear all costs and expenses which WAGO and its customers incur in this context. The same applies in the case of an indirect patent infringement if the Contractual Performances manifest the required elements of the patent claim.

2. When there are infringements of protected rights in terms of above item 1, WAGO shall be immediately entitled, at its option, to: (i) obtain a license from the beneficial owner to use the contracted items at issue at the supplier's expense; or (ii) modify the particular Contractual Performances or have them modified in such a way that they fall out of the area of protection of the protected right; or (iii) rescind the contract.

3. Additional legal claims (asserting damages) remain unaffected.

4. If the supplier is the holder or licensee of protected rights, with regard to such protected rights, the supplier shall grant WAGO and its customers a worldwide, perpetual license to use the Contractual Performance for all types of use, particularly usage, sale, import and export. A license fee is included in the net prices.

O. Joint and Several Liability

Unless otherwise expressly regulated in these general terms and conditions of purchase, the supplier shall be liable in the statutory amount for all forms of culpable breach of contract. The supplier shall be liable for any fault of third parties it engages to render the performance as though it were personally at fault.

P. Traceability

The supplier shall ensure through appropriate measures that, upon the appearance of a defect in the Contractual Performances, it will be able to immediately determine which additional Contractual Performances might be affected. The supplier shall instruct WAGO in such a way that, in the event of a defect, WAGO will be capable of making its own assessments to the extent needed.

The supplier's system for the traceability of defective products is, in any event, adequate for purposes of these general terms and conditions of purchase if the supplier proves that it complies with the current version of the ZVEI guideline “Identification and Traceability in the Electrical and Electronics Industry.”

Q. Burden of Proof

No change in the burden of proof to the disadvantage of the supplier is intended or associated with the provisions on disruptions in performance set forth in these general terms and conditions of purchase.

IV. Safety and Environment

1. Safety data sheets: Upon delivery, the supplier is obligated to supply the safety data sheets that apply to the products in each case – in German or the respective national language – unless WAGO already has the current version.

2. Environmental regulations: The supplier warrants that it complies with substance prohibitions and restrictions as well as associated informational and return obligations in accordance with all applicable international, European and national statutory provisions, guidelines and regulations, particularly the current versions of the RoHS Directive (2011/65/EU), the WEEE Directive (2012/19/EU) and the REACH regulation (1907/2006/EC). Immediately upon receiving its own information or upon the request of WAGO, the supplier shall transmit the declaration on its products in the Internet database BOMcheck or in a suitable format for automated data processing in accordance with specifications of WAGO. In the event that the supplier delivers Contractual Performances to WAGO that are used in explosive environments, the supplier is obligated to maintain a corresponding certification / quality assurance notification and to provide it to WAGO upon request.

3. Consequences of infringements: The supplier is liable for a culpable breach of this agreement and shall indemnify WAGO, at the first request, for all claims and reimburse all losses which directly or indirectly arise from the breach of this agreement.

V. Other Provisions

1. Data protection law: Both contracting parties are permitted to gather, process, use and disclose personal data of the other contracting party and its employees in the course of contract performance to the extent such is required for the proper performance of the contract, taking into consideration the applicable data protection provisions (particularly data secrecy and the principle of the sparing use of data).

2. Foreign trade law: The supplier is responsible for ensuring that there are no obstacles to contract performance based on national or international regulations, particularly export control requirements as well as embargoes or other sanctions.

3. Social responsibility: The supplier acknowledges its social responsibility and also considers the social and ecological level for purposes of sustainable group management. It undertakes to comply with the applicable version of the code of conduct of the German Electrical and Electronic Manufacturers' Association e.V. (Zentralverband der Elektroindustrie (ZVEI)). As part of its corporate responsibility, the supplier expressly commits to protect human rights, to adhere to labor standards, and to not tolerate discrimination, forced labor and child labor in the process of manufacturing goods or rendering services. The supplier confirms that it tolerates no form of corruption and bribery and does not allow itself to become involved therein in any way. The supplier undertakes to refrain from purchasing or using in products raw materials that come from regions or countries where serious ethical and/or ecological concerns are legitimately raised. Upon request, the supplier shall give WAGO, at least once per year, the necessary information in writing on the measures that have been adopted and taken to implement its social responsibility. Moreover, it undertakes to make best efforts to promote compliance with the above principles in its own supply chain.

4. Quality assurance agreement: If requested by WAGO, the supplier shall enter into a written quality assurance agreement with WAGO with customary content.

5. Force majeure: “Force majeure” includes all external events that are caused from the outside by unforeseeable elemental natural forces or acts of third parties which render it impossible or at least intolerably difficult for the affected party to perform its contractual obligations. In the event of force majeure, the affected party shall be exempt from its contract obligations for the duration of the disruption and to the extent of its impact, and WAGO is entitled to rescind if by reason of the delay the Contractual Performances are no longer commercially exploitable; in this case, the supplier's claims for damages and other compensation are barred.

VI. Final Provisions

1. Written and text form: If a declaration is to be submitted “in writing” or “in text form,” such declaration must be signed, by hand in a manner that represents the name of the signer, by the person or persons authorized by the duly acting representative of the respective contracting party, and the original thereof delivered personally or via fax to the other contracting party, unless written form is otherwise contractually regulated in an individual agreement. If a declaration is to be submitted “in text form,” such a declaration in accordance with the statutory requirements is also effective without the declarant's personal signature.

2. Transmission of order: The supplier is not authorized to assign rights and duties under the respective individual agreement, entirely or in part, to third parties without WAGO's prior consent in writing or text form. Even with corresponding consent, the supplier remains solely responsible for the contract performance.

3. Cessation of payments, insolvency: If the supplier discontinues its performances, a temporary insolvency administrator is appointed, insolvency proceedings are initiated concerning its assets, or drafts or checks have been protested against it, WAGO is entitled to rescind the contract, in whole or in part, without compensation and without giving rise to the ability to make claims against WAGO. If WAGO rescinds the contract, the Contractual Performances shall be billed at the contract prices only insofar as the Contractual Performances can be used by WAGO as intended without additional cost. Loss incurred by WAGO is deducted in the billing.

4. Legal succession: The supplier shall promptly notify WAGO of any transfer of the contract that occurs by operation of law and of any legal succession.

5. Contract language: The exclusive contract languages are German and English. In the case of bilingual documents, the German language version has priority. Adversary proceedings pursuant to items 6 and 7 below shall be conducted exclusively in German unless the contracting parties expressly agree to give the English language priority.

6. Legal jurisdiction: Subject to item 7 below, the general courts of law shall have jurisdiction over disputes that arise in connection with these general terms and condition or their validity for amounts in controversy up to 100,000 euros. The exclusive judicial venue is Minden if the customer is a merchant. For disputes in which the amount in controversy exceeds 100,000 euros and for all disputes for breach of confidentiality obligations, the arbitration clause in item 7 below applies.

7. Arbitration clause: Disputes in which the amount in controversy exceeds 100,000 euros as well as all disputes for breach of confidentiality obligations shall be finally decided according to the rules of arbitration of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. – DIS) without resort to the general courts of law. The arbitration proceedings shall be sited in Minden (Germany). The number of arbitrators shall be three (3). The arbitration decision shall be committed to writing and be supported with reasoning.

Second Part – Special Rules for Software Products

A. Transfer of Rights of Use

The provisions of the first part of these general terms and conditions of purchase also apply to the delivery (including the free loan) of computer programs together with associated documentation (referred to together herein as “Software”), namely, directly if they are directly applicable to software products, otherwise by analogy. In addition, for software products, the supplier grants WAGO the non-exclusive, assignable, worldwide, permanent and irrevocable right

(a) to use, copy, translate, process and refine the supplied Software in its original form or to integrate it into other products in the processed or refined format and to distribute it worldwide (also through the granting of sublicenses) – particularly to sell, rent, or lease it, provide it for download or make it publicly available, for or without a charge, and to copy the Software to the extent required for this;

(b) to sublicense the above rights of use to affiliates of WAGO within the meaning of §§ 15ff. of the German Stock Corporation Act (Aktiengesetz – AktG), to other distributors and to end customers. Affiliates of WAGO within the meaning of § 15ff. AktG and other distributors are additionally authorized to permit end customers to transfer the software licenses. WAGO Contact S.A. (Switzerland) is also considered an affiliate of WAGO.

B. Open-Source Software

1. The supplier is obligated to indicate to the ordering party in a timely manner, but at the latest by order confirmation, whether its deliveries and services contain "open-source software."

“Open-source software” in terms of this provision is software that is supplied by the rights holder to any users free of license fees with the right to process and/or distribute it on the basis of a license (“OSS License”) (e.g. GNU General Public License (GPL), GNU Lesser GPL (LGPL), BSD License, Apache License, MIT License) or other contractual arrangement.

2. If the supplier's deliveries and services contain open-source software, the supplier must deliver at least the following to WAGO by not later than the order confirmation:

  • The source code of the open-source software used, even when the applicable open-source license terms do not expressly require disclosure of such source code;
  • A schedule of all open-source packets used (indicating the version) with a reference to the applicable license in each case (indicating the version) as well as a copy of the full license text.

If, in individual cases, the relevant OSS License imposes additional requirements (such as MPL v.1.1 regarding the specification of patent licenses), the supplier must also satisfy these additional requirements.

With the delivery of updates, the supplier is also obligated to document any changes with respect to the previous version in a clear and easily discernible manner without the need for a special request for this on the part of WAGO.

3. In addition to the obligations in above item 2, the supplier shall submit a binding declaration in writing or in text form no later than with the order confirmation, stating that the open-source packages were used in accordance with the applicable OSS license and that use of the open-source software as intended does not subject either the supplier's deliveries and services or WAGO's products to a “copyleft effect” (in other words, does not require that certain deliveries and services of the supplier and of works derived therefrom may be further distributed only under the terms of the OSS License; e.g. through disclosure of the source code).

4. If the supplier does not indicate until after receipt of the order that its Contractual Performances include open-source software, WAGO is entitled to cancel the order within thirty (30) days after receipt of the notification and submission of all information mentioned in item 2 above.

5. In case the supplier makes an inaccurate statement for which it is at fault, the supplier forthwith undertakes to reimburse WAGO to the full extent for all resulting losses and to indemnify WAGO to the full extent for any third-party claims, namely, upon WAGO's first request in each case. This obligation expressly includes all losses which WAGO may sustain if the object code (binary code) of the WAGO software must be disclosed based on the OSS License.

Third Part – Special Rules for Construction Services

For construction services, the provisions of the first part of these general terms and conditions of purchase apply with the following stipulations:

Construction Services

1. Prices: If the parties have agreed on a unit price, billing shall be according to quantity pursuant to the provisions of the contract. In such case, the fixed price agreement pursuant to section D, item 1 of the first part applies only for the agreed unit prices.

2. Provisions on delay: Section E, item 2 is replaced with the following provision: For each business day of the supplier's culpable delay in completing the Contractual Performance, the supplier owes WAGO 0.2% of the net flat fixed price or the preliminary total price for the unit price contract. The (total) contract penalty is, at the most, a maximum of 5% of the net flat fixed price or the preliminary total price for the unit price contract. Reservation of the contract penalty does not have to be declared at acceptance. It is sufficient if the contract penalty is claimed when the final payment is due. The claim of WAGO for reimbursement of loss that exceeds the contract penalty remains unaffected. Contract penalties paid by the supplier are credited against damages claims. The above provisions also apply when, during the construction process, there is a change in the stipulated contractual deadlines or in deadlines which are subsequently set by mutual accord; no new agreement on the contract penalty is required.

3. Rights relating to defects: Rights relating to defects in the following provisions do not apply to construction services: articles J (limitation periods), K (liability claims for defective materials), L (serial defects), M (product liability) and P (traceability) in chapter III of the first part. Unless otherwise provided in the construction contract, the warranty provisions of VOB/B apply, except for the warranty period. For construction services, this is five (5) years from acceptance by WAGO. In every event, construction services are to be subjected to formal acceptance.

4. Miscellaneous: Chapter VI, item 3 (cessation of payments, insolvency) is applicable, provided that WAGO is entitled to terminate the contract in lieu of rescission.