Terms and Conditions of Purchase

 

1. Scope

 
1.1 Our Terms and Conditions of Purchase are applicable only in relation to entrepreneurs in the meaning of § 14 of the German Civil Code (BGB).  
 
1.2 Our Terms and Conditions of Purchase are applicable to our entire business relations (deliveries and services) with the supplier, even if they are not explicitly referred to. Supplier?s conditions contrary or deviating therefrom shall not be recognised, unless we have explicitly consented to their validity. Especially, an acceptance of deliveries or services or payment do not represent a consent.  
 
1.3 Our Terms and Conditions of Purchase are also applicable to all future deliveries and services to us by Supplier.  
 
 

2. Conclusion of Contract

 
2.1 Cost estimates are binding and free of charge unless something different has been explicitly agreed upon.  
 
2.2 Offers of the Supplier are free of charge. In the event that they are deviating from our inquiry, it must be explicitly pointed out by the Supplier.  
 
2.3 If the Supplier does not accept our order within two weeks from its receipt, we shall have a right of revocation. Call-forward notices become binding unless they have been contested by the Supplier within five work days from their receipt.  
 
2.4 If the order confirmation deviates from our order we shall only be bound if we have consented in writing to the deviation. The acceptance of deliveries and services as well as payment do not represent a consent.  
 
2.5 In the event that at the time of conclusion of contract excusable errors should occur on our part, for instance due to transmission errors, misunderstandings etc., a claim for damages against us according to § 122 of the German Civil Code (BGB) is excluded.  
 

3. Delivery and Passing of Risk

 
3.1 Dates and periods agreed upon are binding and shall be exactly complied with. Receipt of goods here or at the location of receipt agreed upon and / or stated by us is decisive.  
 
3.2 Place of performance for all deliveries and services of the Supplier is the location of receipt stated by us.  
 
3.3 We shall immediately be informed of the dispatch of a shipment by forwarding advice.  
 
3.4 The risk of complete or partial loss, damage, or other deterioration of goods will pass upon us following acceptance at the location of receipt.  
 
3.5 As soon as the supplier is able to foresee that there might be delays in delivery he shall immediately inform us of such fact. This does not change the binding force of the date of delivery agreed upon.  
 
3.6 If delivery is performed prior to the date stated we shall have the right to refuse acceptance. We may also refuse acceptance of partial deliveries.  
 
3.7 If the supplier should be in default we are entitled to claim a penalty for non-performance of the contract in the amount of 0.5 % of the value of the order for each week of delay which has started, however, not to exceed 5 % of the value of the order. The penalty for nonperformance of the contract shall also apply if we have not reserved the respective right at the acceptance of the service. Claiming of any further damage is not excluded by the penalty for non-performance of the contract.  
 
 

4. Prices and Payment

 
4.1 The prices agreed upon are fixed prices and are applicable including freight, packaging, and other ancillary costs free the location of receipt stated by us. Price increases, also with continuing contract, are only permitted if an explicit agreement has been made in this respect.  
 
4.2 Invoices shall be forwarded to us immediately after dispatch of the goods separately for each order and listing the order number. VAT shall be stated separately in the invoice. Invoices which are improperly issued are considered as not issued.  
 
4.3 Unless anything different has been agreed upon, payment shall be made within 10 calendar days with a 3 % discount and within 30 days net. The periods begin with the receipt of the invoice or, if the goods arrive after the invoice, with the acceptance, without a claim of defects, of the goods, in no event, however, prior to the agreed date of receipt of the goods.  
 
4.4 An assignment of claims of the supplier against us shall only be permitted with our previous consent.  

5. Defects and Deficiencies in Title  

 
5.1 The supplier shall only deliver goods which have been tested without omissions and found to be good. Accordingly, he waives a detailed incoming inspection here. We will inspect the incoming goods to an extent and as soon as possible in accordance with the ordinary course of business and complain of defects discovered after their discovery without undue delay. Insofar, the supplier waives the objection of a belated complained in this respect.  
 
5.2 We are unrestrictedly entitled to the statutory rights for defects and deficiencies in title. We have the right to select the manner of subsequent performance.  
 
5.3 Should the supplier fail to immediately comply with our request for remedy of defects we have the right in urgent cases, especially in order to prevent acute dangers or avoid greater damage, to remedy the defects ourselves or have them remedied by third parties on the expense of supplier.  
 
5.4 The statutory limitation periods are applicable. In relation to parts of the shipment repaired or exchanged within the limitation period, the beginning of the limitation period is renewed on the date when our claims for subsequent performance have been fully completed by the supplier.  
 
5.5 In the event that costs should arise for us because of defects of the article supplied, especially costs of transport, mileage, labour or material or costs for an incoming inspection in excess of the normal scope, the supplier shall be liable for bearing those costs.  
 
5.6 We are also entitled to the rights of an entrepreneur relating to recourse against the supplier according to §§ 478, 479 of the German Civil Code (BGB) if the respective purchase does not concern consumer goods.  
 
5.7 If a defect should be revealed within 6 months from the passing of risk, it is assumed that this defect had already existed at the passing of risk, unless such an assumption should be irreconcilable with the nature of the goods or the defect.  
 
 

6. Product Liability and Quality Assurance  

 
6.1 In the event that we will be held liable for a defective product under Product Liability Law or other provisions or if we incur a damage in some other way in connection with the supply of a defective product, especially by a recall required, reprocessing etc., the supplier shall indemnify and hold us harmless from and against and compensate for all costs and damage, if and to the extent that the damage was caused by a defect in the item supplied by the supplier. In cases of liability with fault this shall only apply if the supplier is at fault. If the cause of the damage is within the scope of responsibility of the supplier he shall bear the burden of proof in this respect. In such cases the supplier shall pay all costs and expenses, including the costs of any possible court litigation. The supplier shall be obliged to obtain a sufficient product liability insurance policy.

6.2 The supplier shall maintain a quality assurance suited according to its kind and extent and in compliance with state of the art technology and a documentation on all relevant data. In case of a claim for product liability the supplier is obliged to submit to us the respective documentation and papers to enable us to provide evidence of a defective product.  
 
 

7. Intellectual Property Rights, Secrecy

 
7.1 The supplier warrants that the articles supplied by him are not in violation of any intellectual property rights in this country or abroad, and guarantees us full freedom and permission under the copyright law of their use and trade in this country and abroad. In case of a claim by third parties for violation of intellectual property rights in this country or abroad in relation to the articles supplied, the supplier shall indemnify and hold us harmless from and against all such claims and compensate for the damage arising therefrom.  
 
7.2 All documents included with the order, as well as drawings, models, samples etc., shall remain our property and shall without our explicit consent neither be handed over to third parties nor be used for any personal purpose of the supplier. They are to be protected by supplier against unlawful inspection or use and shall be returned in proper condition at the latest together with the shipment of the article unless something different has been agreed upon. The supplier may not retain any copies. There is no right of retention.  
 
7.3 All technical data and other commercial or technical details which are not obvious, and which have become known to supplier by our business relationship, shall be kept secret by the supplier. They shall only be used in the execution of orders from us and made available to those staff members only whose involvement is ecessary for the execution of the order.  
 
 

8. Restriction of Liability

 
We are liable for intent and gross negligence. We are only liable for simple negligence if essential obligations of the contract have been violated which arise from the nature of the contract or whose violation jeopardizes the reaching of the purpose of the contract. Also in these cases the damages are restricted to the foreseeable damage. In other respects, all claims for damages of supplier in the event of simple negligence, regardless on which legal ground, are excluded. The foregoing restriction of liability does not apply in the event of injury to life, body, or health.  
 
 

9. Place of Jurisdiction, Place of Performance and Applicable Law

 
9.1 Place of performance for all obligations arising out of this contract, especially delivery and payment, for both parties is the principal seat of business of our company and / or the place of performance stated by us.  

9.2 For merchants, place of jurisdiction for all legal disputes arising out of the contractual relationship and its conclusion and effectiveness for both parties is the principal seat of business of our company. We shall have the option to commence proceedings at the principal seat of business of the supplier.  
 
9.3 The contractual relationship is governed by German law, under exclusion of the CISG.  
 
9.4 In case of discrepancies between the English version of these Terms and Conditions of Purchase and the German version (which we will readily provide to you upon request), the German version prevails.