1. General – scope of validity
Our Purchasing Terms and Conditions apply exclusively; we do not accept any terms of the supplier that conflict with or deviate from our Purchasing Terms and Conditions unless we have expressly agreed to accept them in writing. Our Purchasing Terms and Conditions also apply if we perform the service for the supplier without reservation, in the knowledge of conditions of the supplier that conflict with or deviate from our Purchasing Terms and Conditions.
All agreements made between us and the supplier for the purpose of fulfilling this contract must be put in writing in this contract.
Our Purchasing Terms and Conditions apply only to companies as defined by § 310 of the BGB.
Our Purchasing Terms and Conditions shall also apply to all future business with the supplier.
2. Offers, quotation documents and information
The supplier shall accept our order within a period of two weeks.
Offers by the supplier are made free of charge and do not give rise to any liability on our part. The suppliers’ offers must in principle always correspond to our query. Deviations are to be identified by the supplier.
We reserve the property rights and copyright to illustrations, drawings, calculations and other documents; they may not be made available to third parties without our express written consent. They are to be used exclusively for production based on our order; after the order they shall be returned to us without request, and any copies made shall be destroyed. They must be kept confidential from third parties.
Other confidential information that the supplier receives from us for preparing the order or in connection with fulfilling the contract shall also be kept confidential from third parties.
3. Prices, packaging, payment terms
The price specified in the order is binding. Unless otherwise agreed in writing, the price includes free delivery and packaging. The return of the packaging requires a separate agreement.
VAT must be indicated clearly.
The packaging used by the supplier shall comply with the principles and objectives of the German Regulation on the Prevention of Packaging Waste in its currently valid version.
We can process invoices only if – in accordance with the data in our order – they specify the relevant order number; the supplier shall be responsible for all consequences that may arise if this obligation is not met.
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days of the date of delivery and receipt of invoice with a two-percent (2%) discount, or within 30 days of receipt of invoice net.
Delivery shall be made without retention of title.
We are legally entitled to offset and to retention rights.
4. Delivery period
The delivery period stated in the order is binding.
The supplier shall notify us immediately in writing if circumstances that indicate that the agreed delivery time cannot be met arise or become evident to him.
In the event of default, we are entitled to a default penalty of one percent (1%) of the contract value for each completed week of delay, to a maximum of no more than ten percent (10%). We are obliged to declare the retention of the penalty for violation of contract at the latest on payment of the invoice, which will follow the delivery that was delayed. The right to assert more extensive damages is reserved by us under law; our due legal claims remain unaffected by the foregoing contractual penalty. In particular, we are entitled to demand damages for non-performance, after the unsuccessful expiry of a reasonable period of grace.
Acceptance must always be carried out formally. Commencement of use of the product, installation or any other use of the subject of the contract shall not constitute acceptance.
6. Transfer of risk – documents
Unless agreed otherwise in writing, delivery must take place free of charge.
The supplier is required to enter our order number precisely on all shipping documents and delivery slips; if he fails to do so, there will inevitably be processing delays for which we cannot be held responsible.
7. Inspection for defects – warranty
We are obliged to inspect the goods within a reasonable time for any quality or quantity discrepancies with the order; the complaint shall be deemed timely if received by the supplier within ten business days.
We are entitled to all statutory warranty claims in full; independently of this, we are entitled to demand that the supplier either rectify the defect or provide a replacement delivery, at our discretion. In this case, the supplier is obliged to bear all the necessary costs for rectifying the defect or for the replacement delivery. The right to compensation for damages, in particular the right to claim damages in place of performance, is expressly reserved.
The subject of the contract must be fully functional and safe to operate, even if the required properties and services are not stated explicitly in the order. The subject of the contract must in particular correspond to the most current legal, regulatory and trade association regulations applicable in the location of our main office, and it must correspond to the latest technology.
The supplier must provide the technical documentation required to use the subject of the contract (commissioning, operation, maintenance, installation, processing) as part of the delivery.
The warranty period is 24 months from the transfer of risk. Claims for defects in the item expire at the earliest three months after the warranty period.
8. Product liability, indemnification, liability insurance
If the supplier is responsible for product damage, he shall indemnify us from claims by third parties on first demand, if the cause lies within his own sphere of control and organisation and he is himself liable vis-à-vis third parties.
In this context, pursuant to §§ 683 and 670 of the BGB the supplier shall also reimburse us for any expenses that arise from or in connection with any of our product recall measures, if the claim is not based on §§ 830 and 840 of the BGB as compared with §§ 426 and 254 of the BGB. We shall inform the supplier of the content and scope of the recall measures – to the extent possible and reasonable – and give him the opportunity to respond.
The supplier shall take out product liability insurance for an insured sum of € 5 million per personal injury / property damage (lump sum); if we are entitled to further damage claims, these shall remain unaffected.
9. Trade mark rights, plans and designs
The supplier warrants that the subject of the contract and its use does not violate any patent, copyright or other industrial property rights of third parties either in the Federal Republic of Germany or in other countries of the European Union. Insofar as the foregoing warranty applies by special arrangement to other countries, the regulations of points 9.1 – 5.9 shall apply accordingly.
If a third party asserts a claim against us on this account, the supplier shall indemnify us against these claims on first written demand.
The obligation of the supplier to indemnify us relates to all necessary expenses incurred by us as a result of or in connection with a third-party claim.
Usage rights to the inventions and improvements made in connection with carrying out the order, industrial property rights and similar rights in law to contractual services and work results created within the framework of the contract belong to us or shall be transferred to us, at no additional charge. They belong to us exclusively and unreservedly and we can use them in any way without the consent of the supplier. Any patents that have been acquired shall be transferred to us as the party placing the order.
Any plans, drawings or other designs prepared by the supplier in connection with the execution of the order shall become our property. They shall be kept safe by the supplier and handed over to us on demand.
10. Retention of title, supply, tools, confidentiality
If we supply parts to the supplier, we reserve the right to their ownership. Processing or transformation by the supplier shall be carried out on our behalf. In the event of processing, combining or mixing with items not belonging to us, we shall acquire joint ownership of the newly manufactured items in the proportion of the value of the item subject to retention of title to the other processed or mixed items at the time of processing or mixing.
If the item provided by us is mixed inseparably with other items not belonging to us, we shall acquire joint ownership of the new item in the proportion of the value of the item subject to retention of title to the other mixed items at the time of mixing. If the mixing is such that the supplier’s item is regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us pro rata; the supplier shall safeguard the sole ownership or joint ownership on our behalf.
We reserve ownership of tools; the supplier shall use the tools exclusively to produce the goods we order. The supplier is obliged to insure the tools belonging to us against fire, water damage and theft for their replacement value, at his own expense. He shall carry out any necessary maintenance and inspection work at his own expense and at the proper times. Any faults that he discovers must be reported to us immediately; if he fails culpably to do so, our right to claim damages remains unaffected.
We retain ownership of all illustrations, drawings, calculations and other documentation provided to the supplier. These documents and other information that the supplier has received in connection with the contract must be kept strictly confidential. They may be disclosed to third parties only with our express permission. The documents shall be used exclusively for production based on our order; after the order is complete, they shall be returned to us without request, and any copies made shall be destroyed. The obligation to maintain confidentiality shall survive the termination of this contract; it shall lapse if and insofar as the manufacturing expertise in the illustrations, drawings, calculations and other documents provided has become public knowledge.
11. Legal jurisdiction and place of performance
If the supplier is a merchant, the legal jurisdiction is our principal place of business; however, we are also entitled to take action against the supplier at his own principal place of business.
Unless the order confirmation states otherwise, our place of business is the place of performance.
The contract, including all ancillary agreements, is governed by the laws of the Federal Republic of Germany, but excludes the validity of the UN Convention on Contracts for the International Sale of Goods.
Date: 01. January 2016