General Conditions of Purchase for Fidelis Industry

Version: May 24, 2025

These General Conditions of Purchase (“GCPs”) apply to pre-contractual obligations, contracts, and business relationships between Fidelis Industry (hereinafter “Fidelis” or “Buyer”) and its suppliers (hereinafter “Supplier”).

I. Validity of the GCPs

These GCPs apply to all pre-contractual obligations, contracts, and business relationships between Fidelis Industryand its Suppliers, provided these Suppliers are companies, legal entities under public law, or public special funds.
In the case of ongoing contractual relationships, changes to these purchasing conditions become valid if Fidelis refers to the new purchasing conditions, provides an opportunity to review them, and the Supplier does not object to the new conditions within six weeks. If the Supplier objects, Fidelis is entitled to cancel the contract within six weeks of receiving the objection.
These purchasing conditions apply exclusively to all future business relationships, even if not expressly re-agreed. Deviating conditions from the Supplier that are not expressly acknowledged by Fidelis are invalid, even if Fidelis does not explicitly object to them. Fidelis’s conditions also apply if Fidelis accepts deliveries without reservation, even with knowledge of conflicting or differing conditions from the Supplier.

II. Offers and Conclusion of Contract

Offers from the Supplier must be submitted to Fidelis as non-binding and free of charge. In their offer, the Supplier must adhere to Fidelis’s inquiry or tender regarding quantity, quality, and performance, and explicitly point out any deviations. The acceptance deadline, in accordance with principles similar to § 147 II BGB (German Civil Code), is three weeks unless otherwise agreed in writing.
If Fidelis, and not the Supplier, submits a binding offer, Fidelis is bound to this offer for two weeks after its receipt by the Supplier, unless stated otherwise in the offer. The Supplier can only accept Fidelis’s offer within these two weeks by providing a written order confirmation to Fidelis. Fidelis reserves the right to accept an order confirmation received after this deadline as an acceptance of its offer.
For call-off orders, only the specific call-offs for delivery are binding orders.
Deviations from Fidelis’s orders are only permitted with Fidelis’s prior written consent.

III. Termination

The Supplier is obliged to comply with all pertinent legal and regulatory requirements and rules in the fulfillment of the contract. The delivery or performance must be state-of-the-art. Standards such as DIN, VDE, ISO, and other relevant regulations (including medical device directives like MDR/IVDR if applicable) must be complied with. Any required protective devices according to these regulations must be provided by the Supplier at no extra charge.
If the Supplier has reservations about the type of design requested by Fidelis, they must inform Fidelis immediately in writing.
If the specific legal requirements applicable to the contractual performance change during the course of the contractual relationship, the Supplier must inform Fidelis immediately about the changed regulations and forward corresponding proof and documents.
All documents required for acceptance, operation, maintenance, and repairs (test reports, works certificates, drawings, plans, operating instructions, and similar) must be supplied by the Supplier free of charge in reproducible form in English language.
Unless otherwise agreed, Fidelis can make a backup copy of any software that is part of the scope of delivery without express agreement.
If the goods supplied to Fidelis are medical devices in the context of relevant international regulations (e.g., EU MDR 2017/745) or national regulations (e.g., in Qatar or Pakistan), the Supplier must ensure that the supplied products comply with these regulations in their respective current versions. Expiry, revocation, or withdrawal of any relevant certifications (e.g., CE mark) for contractual products must be notified immediately to Fidelis in writing.

V. Delivery Deadlines and Delays in Delivery

The delivery deadlines and dates given by Fidelis on the order are binding. The set delivery deadlines commence with the conclusion of the contract. If delays are expected – regardless of the reason – the Supplier must inform Fidelis immediately in writing, stating the reasons and probable duration.
The unreserved acceptance of a delayed delivery or performance does not imply a waiver of any claims for damages Fidelis is entitled to.
Partial deliveries are impermissible unless Fidelis has expressly agreed to them.
If the Supplier is behind schedule, Fidelis is entitled to all legal claims. The assertion of an individually contractually agreed delay penalty remains unaffected by this.

VI. Prices and Invoices

If no special agreement has been made, prices are DDP (Delivered Duty Paid) as per Incoterms 2020 including packaging and the respective applicable legal value added tax or sales tax.
The invoice must be sent to the respective address, quoting the purchase order number and other assignment characteristics; it may not be included in the deliveries.
If the Supplier has taken on installation and/or assembly and nothing has been agreed otherwise, the Supplier must bear all additional costs incurred in connection with installation and/or assembly.

VII. Conditions of Payment

Unless otherwise agreed in writing, Fidelis will pay the invoice within 14 days with a 3% cash discount or net within 30 days. Payment is made subject to invoice verification.
Fidelis is entitled to the full scope of legal offset and retention rights. Fidelis is entitled to assign all claims from contracts with the Supplier without their consent.

VIII. Guarantee and Liability

The Supplier vouches for the freedom from technical deficiencies and absence of defects of title of all supplied products. The products must comply with the agreed specifications and demonstrate agreed or guaranteed quality characteristics. Notwithstanding, the Supplier must continuously endeavor to reduce so-called rejects. Compliance with test regulations and specifications, as well as any releases of initial samples by Fidelis, do not absolve the Supplier from their obligations to supply faultless products.
In the case of deficiencies in the supplied products, Fidelis is entitled to the legal claims for defects in their entirety.
In case faulty goods are supplied, the following also applies unless agreed otherwise in writing: a. Prior to the start of manufacturing (processing or installation), Fidelis, at its choice, will give the Supplier the opportunity for sorting, reworking, or re-supplying, unless this is considered unreasonable for Fidelis. If the Supplier does not comply with their obligation to sorting or subsequent fulfillment immediately, Fidelis can withdraw from the contract without setting a further deadline, as well as returning the faulty goods at the risk of the Supplier. Further legal claims remain unaffected by this. b. If the fault is only discovered after manufacturing has commenced, Fidelis can demand subsequent fulfillment and reimbursement of the costs for the purpose of subsequent fulfillment, particularly including shipping costs, de-installation, and installation costs (labor costs, material costs), or reduce the purchase price. Further legal claims remain unaffected by this.
In case of a breach of duty beyond the delivery of faulty goods (for example, information, advisory, or investigational duties), Fidelis can demand compensation for the resulting damages as well as consequential damages, unless the Supplier is not responsible for the breach of duties.
If faults are detected in 5% or more parts of a batch, the entire batch is to be regarded as faulty (serial damage). According to its own judgment and with appropriate consideration of the Supplier’s interests, Fidelis will decide which actions are suitable and necessary for rectification.

IX. Self-Help

If the Supplier does not comply with Fidelis’s demand to rectify the faults within the specified deadline, or if the assertion of subsequent fulfillment claims is unreasonable for Fidelis due to reasons of urgency, particularly to prevent acute hazards and avoid damage (e.g., impending delayed delivery to Fidelis’s customers), then Fidelis is entitled to rectify the faults either itself or through third parties at the Supplier’s cost. Further legal claims remain unaffected by this.

X. Serial Damages

In the case of serial damage, the Supplier must indemnify Fidelis from the costs incurred in the rectification of the serial damage. In particular, these costs include:
- Replacement costs for the lost amounts in production
- Country-specific labor costs, e.g., for de-installation/installation or new programming, etc.
- Country-specific customs, handling, packaging, and freight costs
- Pro rata internal processing and handling costs (at a flat rate of 5% of the above-mentioned replacement costs) as well as the costs for commissioning third parties

XI. Statute of Limitations

The statute of limitations for any claims arising from the supply of faulty products is three years after risk transfer, unless other agreements were made. Principles similar to § 199 I BGB (German Civil Code) will apply accordingly.

XII. Recourse and Insurance Cover

If Fidelis is held liable for damages by third parties due to a product fault for which the Supplier is responsible, the Supplier must indemnify Fidelis against all claims from third parties upon first demand, including the costs necessary to defend against these claims, if the Supplier is determined to have the cause within their domain of control and organization. Further legal claims by Fidelis remain unaffected by this.
If Fidelis is required to perform a recall and/or other field safety corrective actions due to a claim for damages in the context of Paragraph 1, the Supplier must reimburse Fidelis for all expenditures resulting from or in connection with the recall and the performed field safety corrective actions. Further legal claims by Fidelis remain unaffected by this.
If Fidelis is held liable for damages by third parties because the delivery infringes on legal protection rights of a third party, the Supplier must indemnify Fidelis against all claims from third parties upon first demand, including the costs necessary to defend against these claims, unless the Supplier has not acted culpably. The statute of limitations for the exemption claim is three years as of Fidelis’s knowledge or gross negligent lack of knowledge of the claim-based circumstances.
The Supplier must take out and maintain a business liability, product liability, and recall cost insurance for a cover sum commensurate with the goods and the scope of delivery and provide Fidelis with proof upon request.

XIII. Retention of Title and Material Provisions

Provided materials of any kind remain the property of Fidelis. They must be marked as such and stored, designated, and managed separately.
Processing or transforming, connecting, or mixing the provided materials is performed by the Supplier on behalf of Fidelis. If the provided goods are processed, connected, or inseparably mixed with other objects not belonging to Fidelis, Fidelis will acquire co-ownership of the new objects on a pro rata basis of the value of the provided goods in relation to the other processed, connected, or mixed objects at the time of processing, connection, or mixing.
If mixing is performed in a manner that the goods of the Supplier are to be regarded as the main object, then it is deemed to be agreed that the Supplier will transfer pro rata co-ownership to Fidelis. The Supplier will act as custodian of the sole or joint ownership for Fidelis.

XIV. Tools

Tools of Fidelis that were provided to the Supplier to manufacture the goods ordered by Fidelis are the property of Fidelis. The Supplier must use the tools exclusively for manufacturing the goods ordered by Fidelis, unless otherwise agreed. The Supplier must insure Fidelis’s tools at their mint value at their own cost against fire, material damage, and theft, and at the same time assign all claims for damages arising from this insurance to Fidelis. Fidelis herewith accepts the assignment.
Unless otherwise agreed, the Supplier must perform the necessary service and inspection work, as well as all maintenance and repair work, at their own cost.

XV. Social and Ecological Minimum Standards

The Supplier undertakes to comply with all applicable statutory regulations regarding treatment of employees, environmental protection, and occupational safety, and to endeavor to reduce detrimental effects on humans and the environment in their work. Furthermore, the Supplier must comply with the core labor standards of the International Labor Organization (ILO) and the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination in employment and occupation, responsibility for the environment, and the prevention of corruption. Further information concerning the ILO and the UN Global Compact Initiative is available at www.ilo.org and www.unglobalcompact.org.
In the event of violations against these fundamental social and ecological minimum standards by the Supplier or its employees, subcontractors, sub-suppliers, and agents, Fidelis is entitled to set the Supplier a reasonable period to remedy the violation. If this period expires without result, Fidelis is entitled to extraordinary termination of contractual agreements with the Supplier and for extraordinary termination of already placed orders.

XVI. Documents and Confidentiality

1. All business or technical information (including characteristics, even if they result indirectly from the handed over objects, documents, or software, and other knowledge and experience) given access to by Fidelis must be kept confidential from third parties as long and insofar as they are not proven public knowledge, and may only be provided to such persons within the Supplier’s own company who require this by necessity and who are also obliged to confidentiality. Such information also includes information from or about third parties that Fidelis has provided to the Supplier.
2. Such information may not be reproduced or used commercially without prior approval – except for deliveries to Fidelis. Upon request by Fidelis, all information provided by Fidelis (if applicable including all copies or records) and loaned objects must be returned to Fidelis by the Supplier at their cost immediately and completely or be destroyed, whereby this applies insofar as these documents are not required for asserting justified claims. Fidelis retains all rights for such information (including copyrights and the right for applying for commercial protective rights, such as patents, registered designs, semiconductor protection, etc.).
3. Goods that are manufactured according to documents drafted by Fidelis, such as drawings, models, and the like, or which have been manufactured according to confidential information or with tools or copied tools of Fidelis, may not be used by the Supplier themselves nor offered or supplied to third parties.
4. The Supplier may only refer to business relationships with Fidelis with Fidelis’s express permission.

XVII. Place of Jurisdiction, Applicable Law

1. Changes and supplements to these General Purchasing Conditions, including those to the written form requirement, are only effective in writing.
2. If the Supplier is a registered trader, the sole place of jurisdiction is Doha, Qatar, for all disputes arising directly or indirectly from the contractual relationship. However, it remains at Fidelis’s discretion to sue the Supplier at their domicile.
3. The law of Qatar will apply to the contractual relationship under express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) of 11.04.1980, unless agreed otherwise in writing.