- General information
Our purchases and orders are only done according to the conditions below, which are the sole authority for the contract unless expressly otherwise agreed in writing. These conditions supersede the validity of all previous contractual terms. These conditions also apply if the contractor makes reference to terms and conditions in another form or other terms and conditions in its tender, upon confirmation of our order or during invoicing. Other conditions shall only apply if we acknowledge them in writing. These conditions of purchase are an integral part of the contract. They shall apply, even without express reference, to all future transactions with the same contractor.
The contractor must strictly adhere to our request in the tenders with regard to the volume and quality and must provide express notification of deviations. Tendering must be done free of charge. All tools, models, samples, drawings or other documents which we provide to the contractor remain our property and may not be communicated to third parties without our consent.
Only written orders are valid. Verbal agreements and agreements over the phone require our written and signed confirmation.
- Order confirmation
We must be provided with an order confirmation immediately, and within 10 days as from receipt of the order at the latest. If this does not occur, we shall no longer be bound by the order placed. The order is to be accepted as we have placed it. Differing declarations by the contractor which are submitted with the order confirmation are only effective if we acknowledge them in writing. Any difference between an order confirmation and our order shall be considered to be rejection of our order. If delivery is done regardless, then this shall be irrevocably considered to be agreement with our terms and conditions of purchase and our order. Acceptance of the delivery does not constitute agreement with other conditions or declarations by the contractor.
- Prices and payments
Prices are fixed prices including packaging to the agreed place of receipt and including customs clearance. The same prices, discounts and conditions apply for any increased or reduced demand that may occur and for the delivery of small volumes. Invoices which are due shall be issued in euros. The invoice shall be issued in accordance with the settlement agreement in question and submitted with all associated documents and data in 3 copies. The order numbers we specified and the designations required in the order shall be listed in the invoice. The date of receipt of the invoice shall be decisive for the beginning of the payment period. Unless otherwise agreed, payment shall be done within 14 days with a 3% discount or within 30 days with a 2% discount or net within 60 days. We reserve the right to settlement by bill of exchange or by means of cheque/bill of exchange. Discount charges shall be borne by us. Wir sind berechtigt, mit Forderungen unserer Tochterbzw. Schwestergesellschaft gegen den Auftragnehmer aufzurechnen.
The stated delivery times are binding. The delivery period is satisfied if the delivery item is received at the place of fulfilment (Clause 15) upon its expiry. Circumstances which affect compliance with the delivery period must be communicated to us immediately upon becoming known. If the agreed delivery date is not fulfilled, then we shall be entitled to demand compensation instead of performance or to withdraw from the contract. In the event of delay, the contractor shall moreover be liable at our option in accordance with the statutory provisions. Any contractual penalty agreed for delayed delivery remains unaffected by this. In the event of delivery before the agreed date, we shall be entitled to return the goods to the contractor at its expense. If we do not do so, then the goods shall be stored on our premises until the delivery date at the contractor’s expense and risk. If we are prevented from accepting the ordered goods as agreed by force majeure and/or disruptive events on our end, on the part of our customers or their customers, or on the part of transport companies, owing to operating or traffic delays, fire, flooding, strike, lockout, shortages of labour, energy or raw materials, official measures or other drastic circumstances, for example, then we shall be exempt from our obligations pursuant to this contract until the circumstances are resolved, insofar as these disruptions cannot be remedied with economically reasonable measures. The contractor’s claims for consideration and for damages shall be excluded in these cases.
- Shipping, transfer of risk
Shipping documents such as delivery notes, consignment notes, packing slips, etc. shall be attached to the shipments. Our order numbers and our designations required in the order shall be indicated in these and in all lists and correspondence. We shall be sent a delivery note, by post and to our address, purchasing department, for the goods to be shipped on the date of shipping at the latest. The goods intended for shipping must be packaged appropriately. Losses and damage to shipments resulting from failure to comply with this provision shall be borne by the contractor and we will invoice the contractor for any resulting additional costs. Packaging materials shall be taken back by the contractor free of charge. The place of performance for the obligation to take back packaging is the place of delivery of the goods. Insofar as we provide instructions for shipping, these shall be exclusively binding. We shall also be entitled to collect the goods and submit an invoice for the normal shipping costs. Additional shipping costs, demurrage charges, etc. shall be borne by the contractor. With the exception of collection by us, transportation and shipping shall be done at the contractor’s risk. The risk shall only be transferred to us upon delivery of the goods to the place of fulfilment. In the event of collection by us, the risk shall be transferred when the goods are handed over to us.
- Transfer of ownership
If expressly reserved by the contractor, ownership of the delivered goods shall transfer to us upon payment at the latest. Other retentions of title, in particular for the benefit of third parties, are excluded. We shall be entitled to resale and processing of goods with retentions of title during the ordinary course of business. If we entrust materials or goods to the contractor for processing, then the processing or transformation of the goods shall always be done for us such that we are considered to be the manufacturer pursuant to Sec. 950 of the BGB (German Civil Code), i.e. we retain ownership of the products at all times and degrees of processing. If the delivery items are processed with other items which do not belong to us, then we shall obtain joint ownership of the new item – including in the case of Sec. 947 Para. 2 of the BGB – in proportion to the value of the delivery items in relation to the other processed items at the time of processing. The customer shall store the joint property, which is considered to be property with retention of title, for us free of charge. The joint ownership rights resulting from this are considered to be retention of title. In general, the same applies for the item resulting from processing as for the reserved goods.
- Assignment of claims
The contractor may not assign or pledge existing claims to us.
- Acceptance and warranty
The contractor guarantees that deliveries and services conform to the recognised rules (laws) or technology and business or practice, have the assured properties and do not have any faults or defects which nullify or reduce their value or their suitability for their usual use of the use required upon placement of the order. In the event of defective or otherwise improperly delivered items or services, acceptance or purchase shall be done contingent on the assertion of all rights. We shall be entitled to give notification of defects within 14 days as from receipt of the goods, and within 14 days of discovery for hidden defects. This also applies for processed delivery items. The warranty period shall be two years. The validity of longer statutory periods remains unaffected. The contractor shall exempt us from third party product liability claims insofar as it bears responsibility for the defect giving rise to liability. We shall be entitled to request subsequent deliveries or rectifications at our option in the event of defective deliveries and services irrespective of the statutory claims. The warranty period shall be suspended for times during which the item having defects cannot be used owing to a warranty claim. The suspension of the period shall begin on the date on which the contractor is notified of the defect and shall end on the date of delivery of a defect-free or the repaired item. For spare/wear parts, the warranty period shall begin on the date of delivery of the defect-free goods. In the event of a material defect and expiry of a reasonable period granted to the contractor without results, we shall furthermore be entitled to make a covering purchase at the contractor’s expense. In the event of defective delivery, we shall be entitled to have the defects rectified or to rectify them ourselves at the contractor’s expense without a time limit being required if we have a particular interest in immediate use of the delivery item due to the particular circumstances and rectification by the contractor does not appear to be possible owing to time considerations. Before the beginning of rectification, we will inform the contractor of this in writing by post or fax, or by email.
The contractor shall be liable to us in accordance with the statutory provisions.
The contractor shall provide assurance that the delivery does not violate third party industrial property rights and copyright. It shall make the use of the delivery, including any repairs, modifications or additions to the delivered items, possible within Germany and abroad. It undertakes to indemnify us from any third party claims arising in this connection and shall be liable for the damages resulting from such claims. We shall be entitled to obtain approval for the use of the delivery items and services from the authorised parties at the contractor’s expense.
- Other conditions
Drawings, plans and similar remain our property. They must always be kept confidential and must be returned immediately after handling of our enquiry or fulfilment of our order. The contractor shall provide assurance of confidential handling. The reproduction of the drawings provided by us, the use of our models and samples for other purposes and disclosure of these to third parties is not permitted. The contractor shall be liable for damages for violations. Transfer of an order to a third party including assignment of the rights resulting from the order requires our prior written approval. Amendments or additions to the contract or these conditions require the written form.
- Legal system, severability clause
German law shall apply for all deliveries and services, with the exception of the UN Convention on Contracts for the International Sale of Goods. If a provision of these terms and conditions or the specific conditions of the order is or becomes invalid, in full or in part, this shall not affect the validity of the other conditions. The contracting parties shall be required to replace the invalid condition with a valid provision which is as similar as possible to it in its economic success. This shall also apply in the event of a loophole.
- Place of performance and jurisdiction
The place of fulfilment for deliveries shall be the location of our company headquarters, currently D-68804 Altlussheim, unless another place of receipt is specified in the orders. Moreover, the company headquarters shall be the place of fulfilment for payments. For all disputes resulting from the contractual relationship, if the customer is a registered trader, a legal entity under public law or a special fund under public law, the action must be brought at the competent court for our respective company headquarters. However, we shall be entitled to bring legal action at the customer’s headquarters.
Version as of 2015