§ 1 General - Scope of application
Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase. All agreements made between us and the supplier for the purpose of executing this contract shall be set out in writing in this contract.
§ 2 Offer - offer documents
(1) The supplier is obliged to accept our order in writing within a period of 1 week, the confirmation can also be made by e-mail or fax.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being requested. They shall be kept secret from third parties; in this respect, § 13 para. 4 shall apply additionally.
§ 3 Prices - terms of payment
(1) The price stated in the order is binding. In the absence of any written agreement to the contrary, the price shall include delivery "free domicile", including packaging. The return of the packaging requires a separate agreement.
(2) We can only process invoices if these - in accordance with the specifications of our order - state the order number stated therein; the supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
(3) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 3% discount or net within 30 days after receipt of invoice.
(4) We shall be entitled to rights of set-off and retention to the extent provided by law.
§ 4 Delivery time
(1) The delivery time stated in the order is binding.
(2) The supplier shall be obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the stipulated delivery time cannot be met.
(3) In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to demand damages instead of performance and rescission after the fruitless expiry of a reasonable period. If we demand compensation, the supplier shall have the right to prove to us that he is not responsible for the breach of duty.
§ 5 Transfer of risk - documents
(1) Unless otherwise agreed in writing, delivery shall be made free domicile; the risk shall pass when the goods are unloaded and accepted on our company premises.
(2) The supplier shall be obliged to state our order number exactly on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for any delays in processing.
§ 6 Production of goods
(1) The Supplier shall be obliged to comply with the required quality standard for the manufacture of the goods. He shall further take all necessary measures for the prevention of industrial accidents in accordance with the provisions of the accident prevention regulations and the general safety and occupational health rules.
(2) He shall comply with all work regulations and shall provide a guarantee for this. In case of non-compliance with such regulations or non-compliance with quality standards and observance of the general rules of technology, he shall be obligated to compensate for any damage resulting therefrom.
§ 7 Defect inspection - liability for defects
(1) The supplier waives compliance with the statutory inspection and complaint periods by us, only obvious and easily recognizable defects are to be reported by us, whereby the complaint period is extended to a period of 2 weeks.
(2) The performance of random samples shall be sufficient in this respect. We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, rectify the defect or deliver a new item. A rectification of defects shall be deemed to have failed after the first unsuccessful attempt. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
(3) We shall be entitled to remedy the defect ourselves at the Supplier's expense if there is imminent danger or special urgency.
(4) The limitation period shall be 36 months, calculated from the transfer of risk.
(5) In the case of components which have been leak-tested by the Supplier, a limitation period of 60 months shall apply to the property of leak-tightness, calculated from the transfer of risk.
§ 8 Discovery of the defect after processing and delivery
If a defect in the goods only becomes apparent after processing and delivery to the end customer, we shall be entitled, in addition to the claims under statutory warranty, to take action ourselves at the end customer's premises and to remedy the defect without setting a deadline and asserting a claim for subsequent performance/removal of defects.
If the claimed defect and the costs caused by it are only based on the goods purchased from the supplier, the supplier shall bear not only the costs of possible replacement or repair, but also any additional costs for travel, on-site activities and additional material.
If the defect is caused proportionately by the supplier's goods and the costs incurred thereby, the supplier shall bear our costs in this respect in the same percentage ratio.
§ 9 Product liability - Indemnification - Liability insurance coverage
(1) Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request insofar as the cause lies within its sphere of control and organization and it is itself liable in relation to third parties.
(2) Within the scope of its liability for damages within the meaning of subsection (1), the Supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) or pursuant to Sections 830, 840, 426 of the German Civil Code (BGB) arising out of or in connection with a recall action carried out by us. We shall inform the Supplier about the content and scope of the recall measures to be carried out - to the extent possible and reasonable - and give it the opportunity to comment. Other statutory claims shall remain unaffected.
(3) The supplier undertakes to maintain a product liability insurance with a lump sum coverage of Euro 2 million per personal injury/property damage; if we are entitled to further claims for damages, these shall remain unaffected. Higher sums insured can be agreed in individual cases.
§ 10 Property rights
(1) The Supplier warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with its delivery.
(2) If claims are asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against such claims upon first written request; we shall not be entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement.
(3) The Supplier's indemnification obligation relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.
(4) The limitation period shall be ten years, calculated from the conclusion of the contract.
§ 11 Retention of title - Provision - Tools
(1) If we provide parts to the supplier, we shall retain title thereto. Processing or transformation by suppliers shall be carried out for us. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other agreed items at the time of processing.
(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it shall be deemed agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall keep the sole ownership or the co-ownership for us.
(3) Insofar as the security interests to which we are entitled pursuant to subsection (1) and/or subsection (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security interests at our discretion at the request of the suppliers.
§ 12 Place of jurisdiction - Place of performance
(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence.
(2) Unless otherwise stated in the order, our place of business shall be the place of performance.
(3) German law shall apply without exception to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 13 Miscellaneous
(1) Even if individual provisions of the contract are legally ineffective, the remaining parts of the contract shall remain effective and the ineffective provision shall be replaced by a provision that comes as close as possible to the economic intent.
(2) The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after the execution of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
(3) All agreements between the Supplier and the Purchaser shall be made in writing; written form shall also apply to all amendments and/or ancillary agreements before or after conclusion of the contract.
(4) In this respect, written form shall also apply to a waiver of this written form clause.