Conditions of Purchase

1. General information - Scope

1.1 Our Conditions of Purchase exclusively apply; we do not recognize conflicting or deviating Conditions of Purchase of the supplier unless we have expressly agreed in writing. Our Conditions of Purchase also apply if we have accepted the supplier’s delivery without reservation and full knowledge of any conflicting or deviating Conditions of Purchase of the supplier.

1.2 This contract specifies any agreements made between us and the supplier for the purpose of entering into this contract in writing.

1.3 Our Conditions of Purchase only apply to companies according to § 310 para 1 BGB (German Civil Code).

1.4 Our Conditions of Purchase also apply to any future business with the supplier

 

2. Offer - Offer Documents

2.1 The supplier is obliged to accept our order within a time limit of 2 weeks.

2.2 We reserve ownership and copyright to any illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They shall be used exclusively for manufacturing purposes as based on our order; they must be returned to us after completion of the order. They must be kept secret with respect to third parties; the regulations under § 9 para (5) apply to that extent.

 

3. Prices - Terms of Payment

3.1 The price stated in the order is binding. In the absence of a written agreement the price includes delivery “free domicile”, including packaging. The return of packaging requires a special agreement.

3.2 The price includes statutory VAT.

3.3 Invoices can only be processed if they state the order number - according to the specifications in our order; the supplier is responsible for any consequences arising from non-compliance with this obligation unless the supplier can demonstrate that he was not at fault.

3.4 We will pay the purchase price within 14 days with 3% discount, calculated from the date of delivery and receipt of invoice, or within 30 days after receipt of invoice net of any discount, unless agreed otherwise in writing.

3.5 We have a right to set-off and retention to the statutory extent.

 

4. Delivery time

4.1 The delivery time stated in the order is binding.

4.2 The supplier is obliged to inform us immediately in writing if any circumstances arise or become apparent, which indicate that the agreed delivery time cannot be adhered to.

4.3 We are entitled to statutory claims in case of a delay in delivery. We are particularly entitled to claim damages in lieu of performance and rescind from the contract after the expiry of a reasonable period. The supplier shall be entitled to demonstrate that he is not responsible for the breach of duty if we claim damages.

 

5. Transfer of risk - documents

5.1 Delivery must be “free domicile”, unless otherwise agreed in writing.

5.2 The supplier must indicate our exact our order on all shipping documents and delivery notes; we are not responsible for any delays in processing that result from a failure to do so.

 

6. Inspection of defects - Liability for defects

6.1 We are obliged to inspect the goods within a reasonable period for any quality and quantity issues; a complaint is considered timely if it is received by the supplier within a period of 5 working days from the receipt of goods or, in case of hidden defects, from their discovery.

6.2 We are entitled to the full statutory claims for defects; we are entitled to demand from the supplier either removal of defects or deliver a new item under any circumstances. The right to compensation is expressly reserved, in particular the right to demand compensation instead of performance.

6.3 We shall be entitled to remedy any defect ourself at the expense of the supplier, if the supplier is in default.

6.4 The limitation period is 36 months from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB apply.

 

7. Product Liability - Release from Liability - Third Party Insurance Coverage

7.1 If the supplier is responsible for product damages, supplier is obliged to indemnify us on first request from claims for damages by third parties

as the cause of the damage lies within its sphere of control and organization and as supplier is liable in relation to third parties.

7.2 Supplier is also obligated to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB within the scope of its liability for damages within the meaning of para (1) that arise out of or in connection with a recall action initiated by us. We will inform the supplier about the content and scope of any recall measures - as far as possible and reasonable - and provide supplier with an opportunity to comment. This does not affect any other legal claims.

7.3 The supplier undertakes to maintain - on a flat-rate basis - a product liability insurance with a coverage of € 10 million per personal injury / property damage; any further claims for damages are not affected.

 

8. Industrial property rights

8.1 The supplier guarantees that no rights of third parties within the Federal Republic of Germany are violated in connection with its delivery.

8.2 The supplier is obliged to indemnify us upon first written demand against any damages claims brought against us by a third party; we are not entitled - without the supplier's consent - to make any agreements with the third party, in particular to enter into a settlement.

8.3 The supplier’s indemnification obligation applies to all expenses incurred by us because of or in connection with the claim brought against us by a third party.

8.4 The limitation period is 36 months from the transfer of risk.

 

9. Title Retention - Free Issue Equipment - Tools - Confidentiality

9.1 We reserve the title in parts, which we provide to the supplier. The supplier performs any processing or alteration on our behalf. We shall acquire joint ownership in any new item in proportion to the value of our item (purchase price plus VAT) in relation to the value of other processed items at the time of processing if our goods subject to retention of title are processed with other items that do not belong to us.

9.2 We shall acquire joint ownership in any new item in proportion to the value of our item (purchase price plus VAT) in relation to the value of the other mixed objects at the time of mixing if the item provided by us is inseparably mixed with other items that do not belong to us. It is agreed that the supplier transfers proportional joint ownership to us if the item is mixed in such a way that the supplier's item is to be regarded as the main item; the supplier shall keep the sole ownership or co-ownership on our behalf.

9.3 We reserve the property in tools; the supplier is also required to use the tools solely for manufacturing the goods ordered by us. The supplier is obliged to insure our tools at their replacement value at his own expense against fire, water and theft. The supplier assigns all compensation claims from this insurance to us already now; we accept this assignment. The supplier is obliged to carry out any necessary maintenance and inspection work for our tools in due time and to perform the maintenance and repair work at its own expense. The supplier must immediately notify us of any malfunctions; our claims for damages remain unaffected if the supplier culpably fails to do so.

9.4 We are obliged to release the security interests at our discretion on the supplier’s request to the extent that the security interests pursuant to para (1) and/or para (2) exceed the purchase price of all unpaid goods subject to retention of title by more than 10%.

9.5 The supplier is obliged to treat all illustrations, drawings, calculations and other documents and information strictly confidential. They may be disclosed to third parties only with our express consent. This confidentiality obligation shall survive the termination of this contract; it expires if and to the extent that the manufacturing knowledge contained in these illustrations, drawings, calculations and other documents has become public knowledge.

 

10. Place of Jurisdiction - Place of Performance

10.1 Our place of business is the place of jurisdiction, if the supplier is a merchant; however, we are entitled to sue the supplier at the court of its residence.

10.2 Our place of business is the place of performance, unless the order states otherwise.

Conditions of Sale

1. General information - Scope

1.1 Our Conditions of Sale exclusively apply; we do not recognize conflicting or deviating Conditions of Sale of the customer unless we have expressly agreed in writing. Our Conditions of Sale also apply if we have performed delivery to the customer without reservation and full knowledge of any conflicting or deviating Conditions of Sale of the customer.

1.2 This contract specifies any agreements made between us and the customer for the purpose of entering into this contract in writing.

1.3 Our Conditions of Sale only apply to companies within the meaning of § 310 para 1 BGB (German Civil Code).

 

2. Offer - Offer Documents

2.1 Our offer is without obligation unless the order confirmation states otherwise.

2.2 We reserve ownership and copyright to any illustrations, drawings, calculations and other documents. This also applies to written documents that are designated as “confidential”. The customer requires our express written consent prior to any transfer to third parties.

 

3. Prices - Terms of Payment

3.1 Our prices are “ex works” exclusive of packaging unless the order confirmation states otherwise; packaging is invoiced separately.

3.2 We reserve the right to change our prices if, after conclusion of the Contract, cost reductions or cost increases arise, in particular due to collective agreements or material price changes. On request, we will provide evidence to the customer accordingly.

3.3 Our prices are ex VAT; it will be stated in the bill separately at the statutory rate applicable on the day of invoicing.

The deduction of discounts requires a special written agreement.

3.4 The purchase price is a net price and payable (without deduction) within 30 days of the invoice date unless the order confirmation states otherwise. The statutory regulations concerning the consequences of a default in payment apply.

3.5 The customer has set-off rights only if its counter-claims have been determined without further legal recourse, are undisputed or have been acknowledged by us. The customer also has a right of retention to the extent that its counter-claim is based on the same contractual relationship.

 

4. Delivery time

4.1 The beginning of the delivery period stated by us presupposes the clarification any technical questions.

4.2 Compliance with our delivery obligation requires the timely and proper fulfilment of the customer’s obligations. We reserve the defence of lack of performance of contract.

4.3 We are entitled to demand damages, including any additional expenses, if the customer is in default of acceptance or culpably violates other cooperation obligations. Further claims remain reserved.

4.4 The risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the time he/she is in default of acceptance or payment, provided the requirements of para (3) are met.

4.5 We shall be liable under the statutory provisions to the extent that the underlying purchase contract is a firm deal according to § 286 para 2 no. 4 BGB or § 376 HGB (German Commercial Code). We are also liable according to the statutory provisions to the extent that the customer is entitled to claim that its interest in a further performance of the contract has ceased to exist as a consequence of a delivery delay we are responsible for.

4.6 We are also liable according to the statutory provisions to the extent that the delivery delay is based on an intentional or grossly negligent breach of contract; a fault of our representatives or agents is attributed to us. Our liability for damages is limited to foreseeable, typically occurring damages, provided the delivery delay is not based on our deliberate breach of contract.

4.7 We are also liable under the statutory provisions to the extent that the delivery delay we are responsible for is based on a culpable violation of an essential contractual obligation; liability for damages is limited in such a case, however, to foreseeable, typically occurring damages.

4.8 In the event of a delayed delivery, we are otherwise liable within the context of a lump-sum compensation for each full week of delay for 3% of the delivery value, but not more than a maximum of 15% of the delivery value.

4.9 Other legal claims and rights of the customer remain reserved.

 

5. Transfer of risk - Cost of Packaging

5.1 Our delivery is “ex works” unless the order confirmation states otherwise.

5.2 Separate agreements apply for the return of packaging.

5.3 We will cover the delivery by transportation insurance if the customer so desires; the respective charges shall be borne by the customer.

 

6. Liability for defects

6.1 Warranty claims by the customer presuppose that the customer has properly fulfilled its inspection and notification obligation under § 377 HGB.

6.2 In case of a defect in the purchased goods we are entitled to, at our discretion, supplementary performance in the form of removing defects or delivering a new defect-free item. In the case of a removal of defects, we are obliged to bear all costs required for the removal of defects, in particular transportation, travel, labour and material costs, provided these are not increased because the goods have been transported to a place other than the place of performance.

6.3 If the supplementary performance fails, the customer is entitled, at its discretion, to rescind from the contract or to demand a reduction in price.

6.4 We are liable under the statutory provisions if the customer claims damages based on intent or gross negligence, including intent or gross negligence of our representatives or agents. The liability for damages is limited to foreseeable, typically occurring damages if we are not accused of intentional breach of contract.

6.5 We are liable under the statutory provisions to the extent that we are responsible for a culpable violation of an essential contractual obligation; liability for damages is limited in such a case, however, to foreseeable, typically occurring damages.

6.6 If the customer is entitled to claim damages instead of performance, our liability within the scope of para (3) shall also be limited to the compensation of foreseeable, typically occurring damages.

6.7 Liability for culpable injury to life, limb or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.

6.8 Liability is excluded unless stipulated otherwise above.

6.9 The limitation period for claims for defects is 12 months from the transfer of risk.

6.10 The limitation period pursuant to §§ 478, 479 BGB remains unaffected in case of a delivery recourse; this period is five years and begins with the delivery of the defective item.

 

7. Joint and several liability

7.1 Any further liability for damages other than provided in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies particularly to liability pursuant to culpa in contrahendo, other breaches of duty or tort claims for property damage pursuant to § 823 BGB.

7.2 The limitation pursuant to para (1) also applies if the customer claims compensation for useless expenses instead of claiming damages in lieu of performance.

7.3 A limitation of liability also applies to the personal liability of our employees, workers, employees, representatives and agents as far as liability for damages is excluded or limited with respect to us.

 

8. Retention of Title

8.1 We retain the title to the goods until receipt of all payments from the business relationship with the customer. We are entitled to take purchased goods back in case the customer behaves contrary to the contract, in particular defaults in payments. Taking back goods is an inherent rescission of the contract. We are entitled to utilise goods that have been taken back and the proceeds of such utilization shall be credited to the customer’s liabilities - less reasonable costs of utilization.

8.2 The customer is obliged to treat the goods with care; in particular, customer is obligated to insure goods at its own expense at their replacement value against fire, water and theft. The customer must carry out any necessary maintenance and inspection work in good time and at its own expense.

8.3 The customer must inform us immediately in writing in case of seizure or other interventions by third parties so that we can bring action pursuant to § 771 ZPO (Code of Civil Procedure). The customer is liable for any loss incurred because a third party is unable to reimburse our judicial and extra-judicial costs for an action pursuant to § 771 ZPO.

8.4 The customer is entitled to resell the goods in the ordinary course of business; however, customer assigns us all claims against its customers or third parties from the resale of goods up to the final invoice amount (including VAT), regardless whether the purchased goods were resold without or after further processing. The customer remains entitled to collect these receivables also after assignment. Our authority to collect the accounts receivable ourselves remains unaffected. However, we undertake not to collect the accounts receivable provided the customer meets its payment obligations from the collected proceeds, does not default on its payments and in particular no application has been made to open settlement or insolvency proceedings or payments have ceased. However, if this is the case, we can demand from the customer to inform us of any assigned claims and their debtors, to provide all information required for collection, to hand over any relevant documents and to inform the debtors (third parties) of such an assignment.

8.5 The customer always processes or alters the purchased item on our behalf. We shall acquire joint ownership in any new item in proportion to the value of the purchased item (invoice price, including VAT) in relation to the value of other processed items at the time of processing if our goods are processed with other items that do not belong to us. Moreover, the same applies to the object created by processing as applies to the conditional delivery of the purchased item.

8.6 We shall acquire joint ownership in any new item in proportion to the value of the purchased item (invoice price, including VAT) in relation to the value of the other mixed objects at the time of mixing if the purchased item is inseparably mixed with other items that do not belong to us. It is agreed that the customer transfers proportional joint ownership to us if the item is mixed in such a way that the customer's item is to be regarded as the main item. The supplier shall keep such sole ownership or co-ownership on our behalf.

8.7 The customer also assigns to us the receivables, which arise against a third party from connecting the purchased item with a property, to secure our receivables against him.

8.8 We undertake to release the securities we are entitled to at the request of the customer to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; we may choice which securities to release.

 

9. Place of Jurisdiction - Place of Performance

9.1 Our place of business is the place of jurisdiction, if the customer is a merchant; however, we are entitled to sue the customer at the court of its residence.

9.2 The law of the Federal Republic of Germany applies; the applicability of the CISG is excluded.

9.3 Our place of business is the place of performance, unless the order confirmation states otherwise.