1. contractual basis
1.1 The following terms and conditions of purchase apply to all orders for goods and services. If the supplier has agreed to their validity and has been made aware of them, they shall also apply to all future transactions with the supplier, even if they are no longer expressly referred to in individual cases.
1.2 Deviating terms and conditions of the supplier shall not become part of the contract, irrespective of whether we object to them in individual cases. They shall only apply if we expressly accept them in writing.
1.3 Amendments and supplements to the contract must be made in writing to be effective.
2. conclusion of contract
2.1 Quotations and cost estimates are free of charge, even if the provider prepares them upon our request.
2.2 Only orders placed in writing are binding. Orders placed orally or by telephone require subsequent confirmation by means of a commercial letter of confirmation from the purchaser or the supplier in order to be valid. The same shall apply to oral collateral agreements and amendments to the contract.
2.3 If the customer’s order is not confirmed within 8 working days of receipt, the customer shall be entitled to cancel the order.
2.4 Notwithstanding all statutory rights of withdrawal, the purchaser may withdraw from the contract if insolvency proceedings have been opened against the supplier’s assets or have been rejected for lack of assets. If the supplier has only temporarily suspended its payments, the purchaser may also withdraw from the contract after setting a deadline.
3. drawings, drafts, documents, products made from materials provided
3.1 We reserve the property rights and copyrights to all drawings, drafts, calculations and other documents provided to the supplier for the purpose of preparing offers and, in the case of orders, for execution. They may only be disclosed to third parties with our written consent. The supplier must treat them confidentially, keep them inaccessible to third parties and surrender them to us at any time upon request, at the latest immediately after execution of the contract. The supplier is responsible for the proper safekeeping of these documents and is liable for loss and damage. In the event of a breach of the confidentiality requirement, we may, without prejudice to other rights, withdraw from all contracts still in progress with suppliers without having to pay damages to them.
3.2 The supplier must oblige his employees and subcontractors to maintain confidentiality under the same conditions as he has undertaken to us.
3.3 The products manufactured according to these documents and documents prepared for us in connection with the execution of the order may only be passed on to third parties with our written consent.
3.4 The duty of confidentiality shall also apply after the execution of this contract.
3.5 Documents received must be returned to the contractual partner without being asked after termination of the business relationship.
4. passing on orders to third parties
The Supplier shall not be entitled to transfer the order placed by the Purchaser to third parties in whole or in part without the prior written consent of the Purchaser. Such consent may not be refused on unreasonable grounds. It does not release the Supplier from the obligation to select its subcontractors thoroughly with regard to quality and reliability and to monitor the proper fulfilment of the order.
5. dates and deadlines
5.1 Agreed dates and deadlines are binding. In the case of delivery, the date of receipt at the delivery address specified by us shall be decisive for compliance with them; in the case of delivery with installation and assembly as well as in the case of other performance-related services, the date of acceptance by us shall be decisive.
5.2 In the interest of overall scheduling, the customer is entitled to demand a temporary suspension and/or a temporary acceleration of individual services or of the overall service within the framework of the overall schedule. Should this have a significant impact on costs, the price will be adjusted accordingly.
5.3 Upon special request by the Purchaser, the Supplier shall submit a schedule showing the time at which the individual production stages are scheduled. This shall apply in particular also in the case of ordering/contracting/transfer to subcontractors, unless excluded by contract. The supplier is obliged to inform the purchaser immediately in writing if circumstances occur or become apparent to him, which are not covered by the contract.
5.4 If they cannot be complied with, we must be informed immediately of the reason for the impediment and its expected duration. Our statutory claims for default or agreed contractual penalties shall not be affected by this.
5.5 In the event of non-compliance with calendically determined or reasonably fixed calculable deadlines, the supplier shall be in default without the need for a reminder. In addition to the claims to which we are entitled in this case for compensation for the damage caused by delay, we can withdraw from the contract in accordance with the statutory provisions and demand compensation in lieu of performance if the supplier has not provided the delivery or service within a reasonable period of time determined by the supplier after the due date.
5.6 If a contractual penalty has been agreed and incurred for non-compliance with dates and deadlines, we may assert this until the final payment has been made and offset against it.
5.7 We are entitled to refuse to accept premature deliveries or to accept premature services.
6. partial, excess or short deliveries and subsequent deliveries
6.1 The supplier is not entitled to make partial deliveries or render partial services without our express consent. If we nevertheless accept these in individual cases, the supplier shall only be entitled to charge for them after complete fulfilment of his performance obligation.
6.2 We reserve the right to accept excess or short deliveries in individual cases.
6.3 Subsequent deliveries shall be handled analogously.
7. force majeure
7.1 Force majeure is only recognised if it has a direct influence on the fulfilment of this contract. Events of force majeure are in particular fire, flood, storm, earthquake and other natural phenomena, strike, lockout or other operational disturbances and war. They can only be held against the other contracting party under the condition that both the beginning and the end of the event of force majeure are communicated to the contracting party in writing within three days. The dispatch of the notification is decisive. A corresponding certificate from the responsible Chamber of Industry and Commerce must be enclosed.
7.2 In the event of an event of force majeure, the Purchaser shall be entitled to demand delivery at a later date without this giving rise to any claims on the part of the Supplier.
7.3 If an event of force majeure lasts longer than three months or leads to a permanent impossibility of performance on the part of the supplier, the purchaser is entitled to withdraw from the contract in whole or in part. In this case, the supplier is not entitled to claim compensation from the purchaser for any losses. The Supplier undertakes to pay interest at a rate of 8% above the respective base interest rate on the payments to be returned to the Purchaser in the event of withdrawal.
8. prices, dispatch, packaging, invoice, payment
8.1 The prices are fixed prices and do not include value added tax, including the costs of packaging, transport and customs formalities and customs duties, free delivery point.
8.2 Shipment shall be at the expense and risk of the supplier.
8.3 A delivery note, consignment note and invoice shall be issued for each delivery. They must be identical in wording with the designations used in our order and contain the following information:
– Date, no. and symbol of the order
– Content of the programme
– Current status of the order
8.4 Unless otherwise agreed, payments shall be made within 14 days of receipt and due date of the invoice with a 3% discount or within 30 days net. The payment period begins with receipt of the invoice. Incorrect invoices shall apply
only from the time of correction as received by us.
8.5 The obligation to take back packaging is based on the statutory provisions.
9. assignment, set-off, retention
9.1 The supplier is not entitled to assign his claims against us to third parties or to have them collected by third parties without our prior consent. We shall not refuse such consent for unreasonable reasons.
9.2 Set-off by the supplier is only permissible if his counterclaim is due, undisputed or has been legally established. This also applies to rights of retention as long as the supplier cannot raise the plea of uncertainty in accordance with § 321 BGB (German Civil Code) in the case of advance performance which he has to provide.
10. retention of title
Retentions of title which go beyond a simple retention of title, in particular an extended or prolonged retention of title by the supplier, are expressly rejected. They require our prior written consent in individual cases. Should it nevertheless happen that sub-suppliers assert rights of ownership, co-ownership or liens with us or have execution measures carried out, we will claim against the supplier for all damages arising from this.
11. transfer of risk, notification of defects
11.1 The risk shall pass to us after the goods have been handed over at the delivery address specified in the order, in the case of delivery with installation or assembly and in the case of services to be rendered on a performance-related basis after acceptance.
11.2 An inspection of incoming goods shall only be carried out by us in respect of externally recognisable damage and externally recognisable deviations in identity and quantity by random sampling. We shall give notice of such defects without delay. We reserve the right to carry out a more extensive incoming goods inspection. Furthermore, we shall give notice of defects as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects. § Section 377 (3) HGB (German Commercial Code) is excluded.
11.3 The supplier is obliged to carry out sufficient intermediate and final inspections of his production and to subject parts supplied to him by suppliers to an incoming goods inspection. The number and type of inspections depend on the production safety of the supplier or his sub-supplier, the type of possible defects and the effects of these on the safety of the product to be delivered and the products manufactured with the delivered product.
12. rights in case of material and work defects
12.1 The supplier shall be responsible for ensuring that the deliveries and services are free of defects and that guaranteed characteristics of quality are present. In particular, he warrants that they comply with the current state of the art, the generally recognised technical and occupational health and safety regulations of authorities and professional associations, that they comply with the applicable environmental protection regulations and that they also meet other requirements imposed by legal provisions.
12.2 If machines, devices or systems are the subject of deliveries, these must comply with the requirements of the special safety regulations for machines and systems applicable at the time of performance of the contract and must have a CE mark.
12.3 In the event of defects, claims shall be based on the statutory provisions with the following special features. The limitation period for claims for defects is 3 years. Something else applies if the item is used for a building in accordance with its usual use and has caused its defectiveness. In this case, the claims for defects shall become time-barred after 5 years and 6 months. The period of limitation begins with the transfer and acceptance of the object of the contract (transfer of risk). The Purchaser shall have the right to remedy defects itself if a minor defect exists, the remedy of which cannot be delayed and does not require the participation of the Supplier. Self-remedy means that the purchaser can remedy the defect himself or have it remedied by a third party commissioned by the purchaser. The expenses incurred shall be charged to the Supplier.
12.4 The Customer’s right of self-remedy shall also apply if the Supplier does not respond to the Customer’s notification of a defect within 2 working days or does not remedy the defect within 4 working days of receipt of such notification, provided the Supplier is entitled to do so under the contract.
12.5 In urgent cases in which the Seller – insofar as he is entitled to do so under the contract – cannot wait for the rectification of defects in order to avoid the threat of disproportionately high damages, the same shall apply if the Supplier has been informed of the defect. The performance of remedial measures by the Purchaser shall not affect the Supplier’s liability for material defects. In this respect, the supplier waives the objection of a delayed notice of defects.
12.6 The supplier is also obliged to assume any consequential damage caused by defects.
2.7 The Supplier shall comply with the statutory regulations (country of destination/state) and official orders at the place of destination with regard to environmental protection, especially with regard to hazardous substances, dust emissions and noise.
12.8 Our approval of drawings, calculations or other technical documents of the supplier does not affect his responsibility for defects and his liability for guarantee obligations assumed by him.
13. rights of use, defects of title, infringement of third party industrial property rights
13.1 The supplier shall owe the granting of all rights of use which are necessary to achieve the contractual
are necessary for the agreed purpose.
13.2 He is responsible for defects of title in accordance with the statutory provisions.
13.3 Notwithstanding the foregoing, the Supplier shall ensure that the use of the contractually owed deliveries/services does not infringe any patent rights or other industrial property rights of third parties and shall indemnify us against all claims made against us due to the infringement of domestic industrial property rights. In addition, he shall do everything reasonable to enable us to use the goods/services in accordance with the contract without impairing third parties.
14. product liability, insurance
14.1 Insofar as the Supplier is responsible for damage to a product, he undertakes to indemnify the Purchaser on first demand from claims for damages by third parties to the extent that the cause lies within his sphere of control and organisation and he himself is liable in the external relationship.
14.2 Within the scope of its liability for damage within the meaning of Clause 14.1, the Supplier is also obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German Civil Code) as well as pursuant to §§ 830, 840, 426 BGB (German Civil Code) which arise from or in connection with a recall action carried out by the Customer. We shall inform the supplier – as far as possible and reasonable – about the content and scope of the recall measures to be carried out and give him the opportunity to comment. Other statutory claims shall remain unaffected.
14.3 The Supplier undertakes to maintain and provide evidence of product liability insurance with a lump-sum coverage of € 5 million per personal injury/property damage; if the Purchaser is entitled to further claims for damages, these shall remain unaffected.
15. place of performance, place of jurisdiction, applicable law
15.1 The place of performance for all deliveries and services of the contracting parties is the registered office of the ordering company. If a different location is specified in the order as the delivery address, this is the place of performance for the supplier’s deliveries/services.
15.2 The place of jurisdiction for both parties for all legal actions arising from the contractual relationship is our registered office if the supplier is a merchant within the meaning of the German Commercial Code (HGB). This also applies to suppliers with their registered office abroad. However, we shall also have the right to sue him at his general place of jurisdiction.
15.3 The law of the Federal Republic of Germany shall apply to the contractual relationship and any legal disputes arising in connection therewith. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) of 11 April 1980 is excluded. 15.4 The contractual language is German. If any other language is used in addition, the German wording shall take precedence.
16. prohibition of child labour
The supplier undertakes not to employ children. The supplier shall ensure that his own suppliers do not employ children either. Children are defined as all persons under the age of 15. In exceptional cases, children may be employed at the age of 14 if the law of the country of production permits work from the age of 14.
17. severability clause:
Should one of the above agreed clauses be invalid in whole or in part, the validity of the remaining terms and conditions of purchase shall not be affected. The parties agree that such an invalid clause shall be replaced by a valid clause which comes as close as possible to the meaning of the invalid clause.