1. Scope, orders
1.1 Our conditions of purchase apply to all deliveries and services of the supplier (contractor in accordance with section 310 subsection 1 BGB). The also apply to all future transactions with the supplier. We do not recognise any provisions of the supplier that conflict with or deviate from our conditions of purchase unless we give our express prior written consent. These purchase conditions are deemed accepted no later than with the execution of the order.
1.2 If deadlines are stated as business days, then all weekdays except Saturdays, Sundays and public holidays are deemed working days.
1.3 Our orders or modifications of and additions to orders must be made in writing or in text form. Any individual agreements with the supplier, such as framework agreements and quality assurance agreements as well as sub-agreements, additions and changes thereto, have priority over these conditions of purchase.
1.4 A valid and binding contract between us and the supplier is entered into as follows:
– the order sent to the supplier, and
– the written acceptance (order confirmation) by the supplier, which must reach us within one working day of the receipt of our order.
Each order confirmation of the supplier that deviates from our order constitutes a new contractual offer and has to be accepted by us in writing. A tacit acceptance of a modified contractual offer is thus excluded.
2. Pricing, payment conditions
2.1 The prices agreed with the supplier are fixed prices. They include all expenses in connection with the deliveries and services to be rendered by the supplier.
2.2 The invoice shall be sent to us immediately following the delivery by separate post to our postal address. Invoices can only be processed if they contain our order number listed in the order.
2.3 The purchase price is due, unless expressly agreed otherwise in writing, at our discretion within 14 days with a 3% discount or within 60 days net, calculated in each case as from the delivery and receipt of the invoice.
Rights of set-off and rights of retention shall be due to us within the statutory scope.
2.5 We do not pay for transport insurance. We take out our own insurance.
3. Delivery time
3.1 Dates and deadlines agreed on are binding. The criterion for compliance with the delivery date is, depending on the agreed delivery condition, the receipt of the goods by us or the agreed destination or the timely provision of the goods for pick-up at the supplier.
Early deliveries are only accepted if this has been previously agreed in writing. If the supplier delivers the goods earlier than agreed, we reserve the right to return the goods at the expense and risk of the supplier. If an early delivery is not returned, then the goods are taken into storage at the expense and risk of the supplier until the delivery date. In this case, without requiring prior permission from the supplier, we have the right to take the agreed on delivery date as the basis for calculating the term of payment.
3.2 The supplier is obligated to notify us in writing as soon as circumstances arise or he realises that the agreed delivery date cannot be adhered to. The supplier must immediately notify us of the probable duration of the delay.
3.3 In the case of a delay in delivery we are entitled to statutory claims. In particular we have the right to, upon failure to comply with a reasonable time limit, demand compensatory damages in lieu of performance and to withdraw from the contract.
3.4 The unconditional acceptance of a late delivery or performance does not constitute a waiver of the claims under Point 3.3.
4. Handling, delivery, transfer of risks, documents
4.1 The supplier may only subcontract with our permission to the extent that this does not relate merely to standard parts. With regard to the type and quantity of the called off goods and to the delivery time, call-offs are binding. Part deliveries require our consent.
4.2 The delivery, unless expressly agreed otherwise in writing, is free domicile (DAP or DDP in accordance with Incoterms 2010) including packaging. In all cases, the supplier bears the risk of accidental loss until the acceptance of the goods by us or our authorised representative at the agreed location of delivery.
4.3 The supplier is obligated to specify our order number on all shipping documents and delivery notes and to identify the goods by content, type and quantity.
4.4 We are not obligated to accept partial deliveries or excess deliveries that were not expressly agreed.
4.5 The supplier undertakes to check whether his products, in international goods transport, are subject to prohibitions, restrictions and/or permit requirements. If this is the case, the supplier must clearly and unambiguously label the products in offers, order confirmations etc. In the event of non-observance the supplier is liable for damages resulting from this, including additional claims and consequential costs.
5.1 We are entitled to the statutory defect claims without restriction. In any case we are entitled to request from the supplier at our own discretion rectification of defects or delivery of a new item. The right to claim damages, in particular the right to claim compensation in lieu of performance, is expressly reserved.
5.2 We have the right, at the expense of the supplier, to remedy the defect ourselves or have it remedied by a third party, if the supplier does not comply with our request for the remedy of the defect within an adequate period of time set by us. The supplier must reimburse the necessary expenses.
5.3 The limitation period is 48 months, calculated from the time of transfer of risk.
5.4 In respect of the commercial inspection and defect notification obligation the legal provisions apply with the following proviso: The inspection obligation is limited to defects that are clearly recognisable during incoming goods inspection by an external examination including the delivery documents (e.g. transport damage, incorrect or incomplete deliveries). The goods are resold in their original packaging. We are not obligated to open the packaging for the purpose of inspection. In this case the defect is deemed detected when the customer has notified us of the defect. In this respect the supplier waives any objection due to late deficiency claims.
5.5 If the supplier, in accordance with our plans, has to deliver or perform drawings or other special requirements, the conformity of the delivery or performance is deemed explicitly warranted. If the delivery or performance deviates from the requirements, we are immediately entitled to the rights set out in clause 5.2.
6. Product liability
6.1 In as far as the supplier is responsible for a product defect, he is obligated to hold us harmless on first demand if and to the extent to which their origin falls within the supplier’s domain and organisation and is liable himself in any dealings with external parties. In such cases, the supplier himself bears all costs and expenses, including any legal defence costs.
6.2 As part of his liability for events of damage within the meaning of clause 6.1 the supplier is also obligated to reimburse any costs incurred in accordance with sections 683, 670 BGB or in accordance with sections 830, 840, 426 BGB that are incurred through or in connection with a recall action performed by us. We will inform the supplier of the content and scope of such a recall measure – to the extent practicable and reasonable – and give him the opportunity to comment. Other legal claims will remain unaffected.
6.3 The supplier undertakes to hold a product liability insurance with a sum insured of 10 million euros per personal damage/material damage – lump sum – for the duration of the contract, i.e. until expiration of the respective limitation period; if we are entitled to further claims for damages, these remain unaffected.
7. Security, environmental protection
7.1 The deliveries and services of the supplier must conform with the legal requirements, in particular the safety and environmental provisions including the hazardous substances ordinance, the ElektroG and the safety recommendations of the responsible German professional bodies and groups or professional associations, e.g. VDE, VDI, DIN. Any relevant certificates, test reports and other evidence must be furnished free of charge.
7.2 The supplier is obligated to determine and comply with the latest applicable guidelines and provisions for his components and goods with regard to substance restrictions. The supplier is obligated not to use prohibited substances. Substances to be avoided according to the applicable provisions and regulations, and hazardous substances, must be indicated by the supplier on the specifications. Any safety data sheets must be submitted along with the order confirmation and with the initial delivery with the delivery note (at least in German or in English). We must immediately be notified of any transgressions of substance restrictions and the delivery of prohibited materials.
8. Import and export provisions, customs duty
8.1 In the event of deliveries and services from one of the EU member states outside Germany, the supplier must provide his EU-VAT-ID number.
8.2 Imported goods must be delivered duty-paid. The supplier is obligated, under the regulation (EC) no. 1207 / 2001 to provide any requested declarations and information at his own expense, authorise checks executed by customs authorities and to supply the necessary official confirmations.
9. Reservation of title
9.1 We reserve title to the goods (reserved goods) delivered to the supplier by us.
9.2 In the event that the supplier is in breach of the contract we have the right to withdraw from the contract and to request the reserved goods to be returned, to label them for this purpose and to access the supplier’s business premises.
9.3 The reserved goods may only be processed in the ordinary course of business. Other acts of disposal, in particular liens or transfer by way of security, is not permitted.
9.4 If the reserved goods are disposed of, the supplier assigns to us now the thereby incurred purchasing price or compensation for work in the amount of the invoice value of the delivered goods, regardless of whether the reserved goods are passed on without or following processing, alone or with third-party goods, to one or several buyers. Accessory claims in connection with the reserved goods, in particular insurance claims, are similarly assigned. We accept the assignment.
9.5 If the realisable value of all collaterals held by us exceeds the claims by more than 20%, we shall release the excess securities at the request of the supplier and at his discretion.
9.6 If third parties take hold of the reserved goods, in particular through seizure, the supplier will immediately indicate that the goods are our property and inform us, to allow us to enforce our property rights. If the third party is unable to reimburse to us the judicial and extra-judicial costs of an action in accordance with section 771 ZPO, the supplier is liable for the loss incurred by us.
10. Tools and confidentiality
10.1 All documents including drawings, calculations, sketches and samples made available by us are our property exclusively: The supplier is obligated to maintain strict confidentiality with regard to these documents. The supplier is also obligated not to copy the documents, to treat and store the documents and samples with care and to return them in full to us as soon as the orders have been performed. They may only be disclosed to third parties with our express permission. The obligation to maintain secrecy also applies after this contract has been implemented. It expires if and to the extent to which the production knowledge contained in the images, drawings, calculations and other documents has become generally known.
10.2 Products produced based on the documents drawn up and provided by us (drawings, samples, sketches etc.) or based on our confidential information or manufactured with our tools or tools manufactured for us, may not be used by the supplier himself, and may not be offered or supplied to third parties.
11. Place of jurisdiction and place of performance
11.1 If the supplier is a merchant, the place of jurisdiction is our registered office. We are, however, entitled to bring action against the supplier at the court of his place of residence.
11.2 The place of performance is the place to which the goods are to be delivered in accordance with the contract or where the service is to be rendered. Unless stated otherwise in the order, the place of performance is our registered office.
12. Applicable law, severance clause
12.1 The conclusion and implementation of all contracts is governed by the law of the Federal Republic of Germany without giving effect to the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2 If individual provisions of these conditions of purchase are invalid wholly or in part, this does not affect the efficacy of the remaining provisions or the remaining parts of such a provision. The parties shall replace the ineffective provision with a provision that comes closest in economic intent to the invalid provision and is valid.
Last updated 11/2013