1. Scope of Application, Form, Electronic Systems
1.1. These General Terms and Conditions of Purchase ("GTCP") apply to all deliveries and services (including materials, components, semi-finished products, finished products, licenses and/or services) to Meyra Group GmbH, MEYRA GmbH, or Meyra Distribution GmbH ("MEYRA") by entrepreneurs within the meaning of § 14 German Civil Code (BGB) as well as to legal entities under public law and special funds under public law ("Supplier"). They also apply to all future transactions of the same kind with the Supplier, without the need for a further specific reference.
1.2. Conflicting or deviating General Terms and Conditions of the Supplier shall only apply if MEYRA expressly agrees to their validity in text form. This also applies if MEYRA accepts deliveries, calls off services or makes payments in knowledge of deviating or conflicting terms and conditions. Silence or the mere use of electronic platforms or portals shall not be deemed consent.
1.3. Individual agreements between MEYRA and the Supplier (e.g., framework agreements, quality assurance agreements, logistics agreements) shall take precedence over these GTCP, insofar as they contain a deviating provision in individual cases. Such individual agreements must be evidenced in writing.
1.4. Orders, order confirmations, delivery schedules, delivery notes, invoices and other declarations in connection with the contractual relationship may be submitted in written or text form. Text form includes, in particular, transmission by e-mail, electronic data interchange (EDI) or via electronic procurement and supplier systems used by MEYRA.
1.5. Insofar as MEYRA uses an electronic supplier management and procurement system (currently "Coupa" or a comparable system), these GTCP also apply to orders, delivery schedules, confirmations and invoices processed via this system. The order data provided in MEYRA's system shall be deemed a legally binding order from MEYRA. The Supplier shall ensure that it meets the technical requirements for using the system, accepts orders and messages via the system or by e-mail, and submits invoices in accordance with the electronic processes specified by MEYRA.
1.6. If these GTCP are made available in further language versions, the German version shall be authoritative. In case of doubt regarding interpretation, the German version shall prevail over the translation.
2. Conclusion of Contract
2.1. Orders from MEYRA are only binding if they are made in written or text form. Orders placed via the electronic procurement system used by MEYRA are equivalent to written orders.
2.2. The Supplier shall confirm orders without undue delay, but no later than within five (5) working days of receipt, in text form (e.g., via the electronic system or by e-mail). If no confirmation is received within this period, MEYRA is entitled to revoke the order at any time without any claims arising for the Supplier.
2.3. If the Supplier's order confirmation deviates from MEYRA's order, the contract shall only be concluded if MEYRA expressly agrees to the deviation in text form. MEYRA's silence shall in no case be deemed consent. A delivery without corresponding consent shall be deemed fulfillment of MEYRA's original order.
2.4. Framework agreements and delivery agreements are binding. Delivery call-offs can also be made electronically via the system used by MEYRA and are binding for the Supplier, unless otherwise agreed.
3. Prices, Terms of Payment, Assignment
3.1. The agreed prices are fixed and all‑inclusive, covering freight, packaging, insurance, customs duties, and any other incidental charges, unless the parties have expressly agreed otherwise; statutory value added tax (VAT) shall be added where applicable.
3.2. All cost components that do not relate to the pure value of the goods must be shown separately in the order confirmation and in the invoice. Subsequent price changes or surcharges are only effective if MEYRA has expressly agreed to them in text form beforehand.
3.3. Invoices must be submitted to MEYRA electronically using the procedure specified by MEYRA (currently the procurement and invoicing system used). Invoices must comply with legal requirements and, in particular, contain the order number, item numbers, delivery quantity, delivery date and all other information required by MEYRA.
3.4. In the absence of a deviating agreement, MEYRA shall pay within fourteen (14) days with three (3) % discount or within sixty (60) days net. The payment periods commence upon receipt of a duly compliant invoice, but no earlier than upon complete, defect-free delivery at the agreed place of delivery. The date of MEYRA's payment instruction is decisive.
3.5. In the event of defects in the delivery, incomplete delivery or other performance disruptions, MEYRA is entitled to withhold payment until the Supplier's obligations have been fully fulfilled, without incurring default.
3.6. Claims of the Supplier against MEYRA can only be assigned with MEYRA's prior express consent in text form. § 354a German Commercial Code (HGB) remains unaffected.
3.7. The Supplier is only entitled to set off claims that are undisputed or have been legally established. The Supplier is only entitled to a right of retention insofar as its counterclaim arises from the same contractual relationship and is undisputed or has been legally established.
4. Delivery, Delivery Dates, Transfer of Risk, Contractual Penalty
4.1. Agreed delivery dates and delivery periods are binding. Deliveries shall be made, unless otherwise agreed, "free agreed place of delivery" (DDP according to the Incoterms currently in force).
4.2. The Supplier is obliged to inform MEYRA immediately in text form as soon as circumstances arise or become apparent to it from which it can be inferred that the agreed delivery date is unlikely to be met. The notification does not release the Supplier from responsibility for compliance with the delivery dates.
4.3. The decisive factor for compliance with the delivery date is the receipt of the goods at the agreed place of delivery. Early deliveries or partial deliveries require MEYRA's prior consent. MEYRA is entitled to return goods delivered early at the Supplier's expense or to withhold payment until the agreed delivery date.
4.4. In the event of delay in delivery, the statutory provisions apply. MEYRA is particularly entitled, after the fruitless expiry of a reasonable grace period, to withdraw from the contract and to demand damages instead of performance
4.5.If the Supplier is in default with a delivery or delivers defectively and fails to comply with a reasonable grace period set by MEYRA, MEYRA may demand a contractual penalty of 0.2 % of the net order value of the affected delivery for each started business day of delay, but not exceeding a total of five (5) percent of the net order value of the affected delivery, provided that the Supplier is responsible for the delay. MEYRA reserves the right to claim further damages; the contractual penalty shall be set off against the claim for damages. The Supplier is entitled to prove that MEYRA has incurred less or no damage. MEYRA may assert a contractual penalty until final payment.
4.6. The risk of accidental loss and accidental deterioration of the goods shall pass to MEYRA – irrespective of the price agreement – only upon handover at the agreed place of delivery. This also applies if MEYRA organizes or commissions the transport itself.
4.7. MEYRA is classified as SVS-excluded customer. The Supplier must ensure in transport insurance and handling that no SVS/ADS clauses are applied that lead to MEYRA being charged with additional premiums or costs.
4.8. Each delivery must be accompanied by a delivery note containing at least the order number, order date, item number, description, delivery quantity, if applicable, partial delivery number, delivery note number and all other markings required by MEYRA.
5. Quality Management, Environment
5.1. The Supplier operates a quality management system appropriate to the scope of delivery and and maintains it in accordance with current industry best practices. If agreed, the Supplier has a certified quality management system (e.g., according to ISO 9001, ISO 13485). Relevant certificates must be submitted to MEYRA upon request.
5.2. The Supplier must comply with the legal and official environmental regulations applicable to its products and services and produce in a resource-saving manner. It considers the environmental compatibility of materials and processes when selecting them.
5.3. The Supplier undertakes to take back and dispose of packaging material, electronic scrap and other waste generated in connection with the delivery free of charge and in a professional manner, insofar as legally required or separately agreed. Upon request, the Supplier must provide suitable proof of legally compliant disposal.
6. REACH, RoHS, ElektroG/WEEE, Battery Law and other Substance Restrictions
6.1. The Supplier guarantees that all substances, mixtures, articles and packaging materials delivered to MEYRA comply with the requirements of the respective valid European and national chemical, substance and environmental regulations, in particular Regulation (EC) No. 1907/2006 (REACH), Regulation (EC) No. 1272/2008 (CLP), Directive 2011/65/EU (RoHS) and Directive 2012/19/EU (WEEE) and their implementation into national law.
6.2. The Supplier ensures that all substances subject to REACH registration have been properly (pre-)registered and that no substances from the current candidate list of substances of very high concern (SVHC) are contained in concentrations of more than 0.1 mass percent in the delivered articles or their packaging, unless MEYRA has been notified in writing in advance and has expressly approved such use.
6.3. The Supplier shall provide MEYRA free of charge with all information, safety data sheets, declarations of conformity, CE markings and other evidence required under REACH, RoHS, WEEE or other relevant environmental regulations and shall update them immediately in the event of changes.
6.4. Insofar as electrical or electronic devices within the meaning of the ElektroG are delivered, the Supplier guarantees that it is properly registered with the competent authority (including EAR registration) and communicates its registration number to MEYRA upon request. It ensures that the devices and their packaging are provided with the statutory labeling requirements (in particular the symbol of the crossed-out wheeled bin, manufacturer's marking, registration number) and that a legally compliant take-back and disposal concept for old devices exists. The Supplier fulfills the information obligations towards users according to the ElektroG.
6.5. Insofar as batteries or battery-operated products are delivered, the Supplier guarantees compliance with Regulation (EU) 2023/1542 on batteries and waste batteries and the corresponding national implementing provisions. In particular, the Supplier ensures proper registration, labeling, information obligations, take-back and disposal systems, requirements for interchangeability, battery passport and the fulfillment of any due diligence obligations regarding raw materials and CO₂ footprint data. MEYRA must be provided with the respective registration or manufacturer identification number and relevant evidence upon request.
6.6. If the Supplier violates the above obligations and MEYRA is consequently held liable by third parties, in particular by customers or authorities, the Supplier shall indemnify MEYRA against all associated claims, damages, expenses and costs.
7. Retention of Title, Rights of Retention, Set-off
7.1. MEYRA recognizes a simple retention of title by the Supplier to the delivered goods that have not been processed by MEYRA until their full payment. Any extended or expanded retention of title - such as processing, combination or advance assignment clauses - shall not apply.
7.2. Liens or other security rights to MEYRA's property are only available to the Supplier if these have been expressly agreed in text form.
7.3. The Supplier is only entitled to a right of retention insofar as its counterclaim is based on the same contractual relationship and is undisputed or has been legally established.
7.4. The Supplier can only set off claims that are undisputed or have been legally established.
8. Models, Drawings, Tools, Provided Items
8.1. Models, samples, drawings, calculations, specifications, tools, fixtures and other documents or aids that MEYRA provides to the Supplier or that the Supplier produces on behalf of MEYRA remain or become the property of MEYRA. They may only be used for the fulfillment of contracts with MEYRA.
8.2. The Supplier must store these items carefully and securely, protect them against loss, damage and unauthorized access, and keep them in a usable condition at its own expense. They must be handed over to MEYRA at any time upon request, at the latest upon termination of the contract, completely and without being requested.
8.3. Any disclosure, reproduction or other use of the items and information mentioned in Clause 8.1 for own purposes or for purposes of third parties is prohibited without MEYRA's prior express consent in text form.
8.4. Materials provided by MEYRA remain the property of MEYRA. They must be marked by the Supplier as MEYRA's property, stored separately and used exclusively for contracts with MEYRA. In the event of depreciation or loss, the Supplier must provide replacement. Any processing or transformation is carried out for MEYRA.
9. Confidentiality
9.1. The Supplier undertakes to treat all information, documents and knowledge received from MEYRA or otherwise becoming known to it in connection with the business relationship, which are designated as confidential or whose confidentiality results from their nature, as strictly confidential and use them solely for the purpose of performing its contractual obligations.
9.2. The confidentiality obligation does not apply to information that is or becomes generally known without violating these GTCP, that was already lawfully known to the Supplier or that the Supplier lawfully receives from a third party without a confidentiality obligation.
9.3. The confidentiality obligation continues beyond the termination of the business relationship.
10. Warranty, Quality Assurance, Notification of Defects, Supplier Recourse
10.1. The Supplier warrants that the delivered goods and services rendered have the agreed quality, are suitable for both the intended contractual use and any use that is reasonably foreseeable, comply with the current state of science and technology and are free from material and legal defects.
10.2. Insofar as MEYRA and the Supplier conclude a quality assurance agreement (QAA), this shall apply in addition to these GTCP. In case of doubt, the provisions of the QAA shall take precedence over these GTCP, insofar as they concern quality requirements, tests, approvals and documentation obligations.
10.3. MEYRA will inspect the delivered goods within the scope of proper business operations to a reasonable extent for identity, quantity and externally recognizable transport or packaging damage. MEYRA is not required to conduct any inspection beyond a reasonable incoming goods check described above.; in particular, no detailed functional or material tests are carried out at incoming goods, unless expressly agreed otherwise.
10.4. MEYRA will notify defects immediately after their discovery. Obvious defects will be notified immediately after delivery, hidden defects immediately after their discovery. Timely dispatch of the notification of defects in text form is sufficient to meet the deadline. The Supplier waives the objection of delayed notification of defects according to § 377 HGB, insofar as MEYRA complies with its notification obligation according to this paragraph.
10.5. In the event of defects, MEYRA is entitled to the statutory warranty rights. MEYRA can demand rectification or replacement delivery at its own discretion. The expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, shall be borne by the Supplier.
10.6. If the Supplier fails to fulfill its obligation to perform supplementary performance within a reasonable period set by MEYRA or if supplementary performance fails, MEYRA is entitled to reduce the purchase price or to withdraw from the contract and to demand damages or reimbursement of futile expenses.
10.7. In urgent cases, in particular to avert imminent dangers, in case of excessive damage or if there is no time for rectification by the Supplier, MEYRA is entitled to remedy defects itself at the Supplier's expense or to have them remedied by third parties. MEYRA will inform the Supplier in advance, insofar as this is possible and reasonable in terms of time and organization.
10.8. If MEYRA is part of a supply chain at the end of which there is a consumer, and MEYRA is obliged to withdraw, reduce, redeliver or take other supplementary performance measures for consumer protection reasons or product liability reasons, MEYRA shall have recourse claims against the Supplier in accordance with the statutory provisions. The limitation period for these recourse claims shall end no earlier than two (2) months after MEYRA has fulfilled its customer's claims, but no later than five (5) years after delivery of the goods by the Supplier.
11. Third Party Intellectual Property Rights
11.1. The Supplier warrants that the delivery and contractual use of the goods delivered and services rendered by it do not infringe any patents, utility models, trademarks, copyrights, designs or other intellectual property rights of third parties.
11.2. If MEYRA is held liable by a third party due to an infringement of intellectual property rights, the Supplier is obliged to indemnify MEYRA against such claims upon first request. The indemnification also includes all necessary expenses incurred by MEYRA in connection with the claim (including reasonable legal prosecution costs).
11.3. The above obligations do not apply insofar as the infringement of intellectual property rights is based on the fact that the Supplier has manufactured the goods exclusively according to MEYRA's drawings, specifications or other specifications and the Supplier could not or did not have to recognize these specifications as infringing intellectual property rights.
11.4. The parties shall inform each other immediately if they become aware of possible infringements of intellectual property rights and shall support each other to a reasonable extent in defending against claims by third parties.
12. Manufacture of Goods, Audit
12.1. The Supplier shall set up its manufacturing processes, quality assurance and organization in such a way that compliance with the agreed quality and the relevant legal and normative requirements is ensured. It shall monitor its sub-suppliers accordingly.
12.2. MEYRA is entitled, after reasonable notice during normal business hours, to conduct or have conducted audits at the Supplier's premises and, where reasonably required, at the premises of its critical sub‑suppliers, which relate to quality, environment, occupational safety, compliance, supply chain due diligence and compliance with the contractually agreed requirements. The Supplier's business and trade secrets must be protected; confidential information must be marked as such.
12.3. If MEYRA discovers significant defects or violations during audits, the Supplier must immediately take suitable corrective and preventive measures and prove their implementation. If the Supplier fails to comply with this obligation, MEYRA is entitled to terminate the contract for good cause.
12.4. MEYRA shall bear the costs of regular, pre-announced system and process audits if the Supplier's conduct is in conformity with the contract. If serious violations of contractual obligations, legal requirements or the Supplier Code of Conduct are found during an audit, the Supplier shall bear the costs of follow-up audits that become necessary due to these violations.
13. Medical Device Law, Vigilance and Recall
13.1. Insofar as the delivered goods or services are incorporated into MEYRA's medical devices or are themselves medical devices within the meaning of Regulation (EU) 2017/745 (MDR) or the German Medical Devices Implementation Act (MPDG), the Supplier guarantees that they comply with all applicable legal and official requirements. This includes, where applicable, in particular requirements from MDR/IVDR, MPDG, MPBetreibV and relevant standards (e.g., ISO 13485, ISO 14971, ISO 10993, ISO 62366).
13.2. The Supplier shall carry out suitable risk analyses and risk assessments according to the state of science and technology, in particular according to ISO 14971 (where applicable), and shall update them regularly. The Supplier shall ensure that its products and components comply with the current state of science and technology ("state of the art")..
13.3. Insofar as the Supplier delivers medical devices or their components with UDI obligations, it shall ensure the necessary UDI labeling and the provision of UDI data, insofar as this falls within its responsibility.
13.4. The Supplier shall inform MEYRA immediately of all significant changes to design, materials, manufacturing processes, production sites, critical sub-suppliers as well as to standards and certifications, insofar as these may affect the safety, performance or conformity of the delivered products or the medical devices manufactured by MEYRA.
13.5. The Supplier shall provide MEYRA upon request with all information and documents required for conformity assessment, market surveillance and traceability (e.g., declarations of conformity, technical documentation, test reports, safety data, UDI information, certificates from Notified Bodies).
13.6. The Supplier undertakes to inform MEYRA immediately if it becomes aware of any incidents, safety issues, corrective actions, recalls, or regulatory interventions or other circumstances that may affect the safety, performance or conformity of the delivered goods or the medical devices manufactured by MEYRA.
13.7. Insofar as MEYRA is obliged to carry out recalls, Field Safety Corrective Actions (FSCA) or other measures due to a product defect attributable to the Supplier's delivery, the Supplier shall support MEYRA in the planning and implementation of these measures and shall reimburse MEYRA for all expenses and damages incurred thereby, insofar as it is responsible for the product defect.
14. Product Liability, Liability Insurance
14.1. If the Supplier is responsible for a product defect and MEYRA is therefore held liable by third parties according to product liability regulations or on other tortious or contractual grounds, the Supplier shall indemnify MEYRA against such claims, insofar as the cause lies within the Supplier's sphere of control and organization.
14.2. The indemnification obligation according to Clause 14.1 also includes the costs of reasonable legal prosecution and defense as well as the costs of recall, exchange or repair actions, insofar as these are related to the product defect and MEYRA was obliged to carry out the measures or these were necessary to mitigate the damage.
14.3. The Supplier is obliged to maintain business and product liability insurance appropriate to the scope of its deliveries and services with an adequate sum insured and to provide MEYRA with proof of insurance coverage upon request. Changes or restrictions to the insurance coverage must be communicated to MEYRA immediately.
15. Compliance, Human Rights, Environment, Export Control
15.1. The Supplier undertakes to comply with all legal regulations applicable to it and its supply chain, in particular those concerning occupational health and safety, minimum wage, prevention of child and forced labor, prohibition of discrimination, anti-corruption, competition and antitrust law, data protection as well as environmental and resource protection.
15.2. The Supplier undertakes to comply with MEYRA's Supplier Code of Conduct in its currently valid version. MEYRA shall provide the Supplier Code of Conduct in text form.
15.3. The Supplier shall take appropriate measures to fulfill human rights and environmental due diligence obligations in its supply chain and shall provide MEYRA with suitable evidence (e.g., certificates, audit reports, declarations of commitment) upon request.
15.4. Before delivery, the Supplier shall check whether export control law authorization requirements or sanction restrictions exist for the delivery, use or transfer of the goods, and shall inform MEYRA immediately of any restrictions. The Supplier is obliged to obtain necessary authorizations at its own expense, unless otherwise agreed.
15.5. The Supplier shall provide MEYRA with all information required for the assessment of export control and foreign trade requirements in good time before the first delivery and in the event of changes, in particular information on customs tariff numbers (TARIC), origin data, any applicable Export Control Classification Numbers (ECCN) and existing authorization requirements.
15.6. If the Supplier violates essential compliance obligations and fails to remedy them despite a reasonable grace period set by MEYRA, MEYRA is entitled to terminate the contract for good cause without notice and to demand damages.
16. Data Protection and Information Security
16.1. MEYRA processes personal data of the Supplier's contact persons (e.g., name, contact details, function, system access data) for the purpose of initiating, carrying out and processing the business relationship, including the use of electronic procurement and supplier systems. MEYRA informs the Supplier about the processing of personal data in separate data protection notices.
16.2. The Supplier undertakes to take appropriate technical and organizational measures to ensure the confidentiality, integrity and availability of data provided to it or made accessible to it within the framework of the business relationship with MEYRA. The Supplier shall be guided by recognized standards (e.g., ISO 27001 or comparable standards), insofar as this is reasonable given the nature and scope of the service.
16.3. The Supplier shall inform MEYRA immediately of security incidents, in particular cyber attacks, data breaches or other events that may affect the security of MEYRA's data or systems, insofar as these are related to the business relationship.
16.4. Insofar as the Supplier processes personal data on behalf of MEYRA, the parties shall conclude a separate agreement on commissioned processing in accordance with Art. 28 GDPR.
17. Force Majeure
17.1. "Force Majeure" is an external, unforeseeable event that cannot be prevented even through the exercise of reasonable and prudent measures, which makes the fulfillment of the contract wholly or partially impossible or significantly more difficult (e.g., natural disasters, war, acts of terrorism, riots, epidemics, pandemics, significant operational disruptions, official measures, embargoes, power or internet outages)..
17.2. In the event of force majeure, the performance obligations affected by the event shall be suspended for the duration and scope of the disruption. The affected party shall inform the other party immediately of the beginning and expected duration of the disruption and shall take all reasonable measures to mitigate the damage.
17.3. If the disruption lasts longer than sixty (60) consecutive days or if it is foreseeable that it will last longer than sixty (60) days, both parties are entitled to terminate the affected contract in whole or in part with immediate effect or to withdraw from it. Services already rendered shall be settled mutually.
17.4. MEYRA's payment claims remain unaffected by force majeure on the part of the Supplier, insofar as the Supplier can fulfill the payment obligation without unreasonable burden.
18. Final Provisions
18.1. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – insofar as the Supplier is a merchant, a legal entity under public law or a special fund under public law – the registered office of MEYRA. MEYRA is also entitled to sue the Supplier at its general place of jurisdiction.
18.3. The place of performance is – unless otherwise agreed – the place of delivery specified in the order.
18.4. Amendments and additions to the contract and these GTCP, including this written form clause, require written or text form.
18.5. Should individual provisions of this contract or these GTCP be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a valid provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision. The same applies to any loopholes.
Effective as of 01.02.2026.