Article 1 General - area of validity
(1) Our conditions of purchase apply exclusively; we do not recognise contradictory conditions or conditions of the supplier deviating from our conditions of purchase unless we would have expressly agreed to their validity. Our conditions of purchase also apply if we accept the delivery of the supplier without reservation in awareness of contradictory conditions or conditions deviating from our conditions of purchase.
(2) All agreements made between us and the supplier for the purpose of the implementation of this contract must be recorded in writing in this contract.
(3) Our conditions of purchase only apply for entrepreneurs and not for consumers.
Article 2 Offer - offer documentation
(2) The supplier must confirm the order/change immediately. If we do not receive a proper order confirmation within 14 days, calculated from the receipt of the order/change, we are entitled to cancel the order without the supplier deriving any related claims.
(2) We reserve the title and copyright to figures, drawings, calculations and other documentation; they may not be made accessible to third parties without our express written approval. They may only be used for production on the basis of our orders; after the processing of the order, they must be returned to us without prompting. They must be kept secret from third parties; in this respect, the regulation of Article 9 Section (4) applies.
Article 3 Prices - terms of payment
(1) The price specified in the order is binding. Failing a deviating written agreement, the price includes delivery "free to the door", including packaging. The return of packaging requires a separate agreement.
(2) The legal value-added tax is included in the price.
(3) We can only process invoices if, corresponding to the specifications in our order, they specify the order number; the supplier is responsible for all consequences arising due to the non-observance of this obligation, insofar as they cannot prove that they are not responsible for this.
(4) The requirements for the invoice must be observed in accordance with Article 14 Para. 4 of the German Value-Added Tax Act (UStG).
(5) Insofar as nothing different has been agreed upon, we pay the purchase price within 14 days calculated from the delivery and receipt of invoice with a 3% discount or net within 30 days after the receipt of invoice.
(6) We are entitled to offsetting rights and rights of retention to the legally permissible extent.
Article 4 Delivery time
(1) The delivery time specified in the order is binding.
(2) The supplier is obligated to immediately inform us in writing if circumstances arise or become recognisable to them which indicate that the stipulated delivery period cannot be observed.
(3) In the case of default in delivery, we are entitled to the claims allowed by law We are entitled, in particular, to demand compensation for damages instead of performance after an unsuccessful lapse of a reasonable period. If we demand compensation for damages, the supplier has the right to proved that they are not responsible for the breach of duty.
Article 5 Transfer of risk - documents
(1) The delivery must, insofar as nothing different is agreed upon in writing, take place free to the door.
(2) The supplier is obligated to specify our exact order number on all shipping documents and delivery notes; should the supplier fail to do so, we are not responsible delays in the processing.
Article 6 Inspection for defects - liability for defects
(1) We are obligated to inspect the goods within a reasonable period for any deviations in quality or quantity; a complaint is timely insofar as it has been received by the supplier within a period of 5 work days, calculated from the receipt of goods or, in the case of concealed defects, from discovery.
Article 7 Product liability - exemption - liability insurance coverage
(1) Insofar as the supplier is responsible for product damage, they are obligated to indemnify us from damage claims of third parties in this respect on first request, as the cause lies within their sphere of control and organisation and the supplier itself is liable in the external relationship.
(2) In the scope of their liability for damage in the sense of Section (1), the supplier is also obligated to compensate us for any expenses in accordance with Articles 830, 840, 426 of German Civil Code (BGB) which arise from or in connection with a recall which we have initiated. We will inform the supplier, insofar as possible and reasonable, about the contents and scope of the recall to be initiated and provide them with an opportunity for written comment. Other legal claims shall not be considered.
(3) The supplier is obligated to provide product liability insurance with a flat coverage of € 10 million per instance of personal injury/property damage for the duration of this contract, which means it must be maintained until the lapse of the respective period of limitation for defects; we are entitled to further damage claims, which remain unaffected.
Article 8 Property rights
(1) The supplier guarantees that, in connection with and as a result of the performance of the delivery, no rights of third parties within the Federal Republic of Germany are infringed upon.
(2) If claims are asserted against us by third parties in the regard, the supplier is obligated to indemnify us from these claims on the first written request; we are not entitled to make any agreements with the third party without the approval of the supplier, particular in regard to the reaching of a settlement.
(3) The supplier's duty to indemnify relates to all expenses which we necessarily incur from or in connection with the assertion of claims by a third party.
(4) The period of limitation for these claims is ten years, beginning with the conclusion of the respective contract.
Article 9 Retention of title - provision - tools - non-disclosure
(1) Insofar as we provide parts to the supplier, we retain the title to said parts. Processing or alteration by the supplier are performed on our behalf. If our goods subject to retention of title are processed together with other items not belonging to us, we acquire the co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to that of the other items being processed at the time of the processing.
(2) If the item supplied by us is inseparably combined with other items not belonging to us, we acquire the co-ownership of the new item in proportion to the value of the item subject to retention of title (purchase price plus VAT) to that of the other combined items at the time of the combination. If the combination takes place in the manner that the item of the supplier is to be considered the main item, it applies as agreed that the supplier transfers proportional ownership to us; the supplier shall keep the wholly owned or co-owned goods safe for us.
(3) We retain the title to tools; the supplier is obligated to use the tools exclusively for the production of goods ordered by us. The supplier is obligated, at its own expense, to insure the tools belonging to us for the new value thereof against fire and water damages, as well as theft. At the same time, the supplier hereby assigns us all claims for compensation from this insurance and we hereby accept the assignment. The supplier is obligated to perform any necessary maintenance and inspection work, as well as all repair and service tasks on our tools at its own expense. Any malfunctions must be reported to us immediately; if the supplier culpably fails to do so, damage claims remain unaffected.
(4) The supplier is obligated to maintain strict secrecy with respect to all figures, drawings, calculations and other documents and information received. They may only be disclosed to third parties with our express authorisation. The duty of non-disclosure also applies after the implementation of this contract; it expires if and to the extent that the production knowledge contained in the transferred figures, drawings, calculations and other documents has become generally known.
(5) Insofar as the security interests to which we are entitled in accordance with Section (1) and/or (2) exceed the purchase price of all our goods subject to retention of title by more than 10%, we are obligated to release the security interests at the request of the supplier according to our discretion.
Article 10 Jurisdiction - place of fulfilment
(1) Insofar as the supplier is a merchant, the jurisdiction is the location of our registered office; however, we are entitle to bring action against the supplier in the jurisdiction of its domicile.
(2) Insofar as nothing different arises from the order, the location of our registered office is the place of fulfilment.
Article 11 Applicable law
(1) German law in accordance with German Civil Code/German Commercial Code (BGB/HBG) applies for the contract to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Version: April 2014