1. General
1.1 (Scope of application) These Conditions of Purchase are intended for use in business transactions with commercial enterprises.
1.2 (Conflicting conditions, amendments to the contract) Our Conditions of Purchase shall solely apply for the contract; other conditions shall not become object of the contract, even if we do not explicitly express objection. The supplier may only claim validity of amendments to the contract, supplements or ancillary agreements, if they are immediately confirmed in writing.
1.3 (Right of withdrawal) In the case of force majeure and such events as strikes, lockouts and other occurrences beyond our control, as a result of which our own delivery is substantially impeded, we are entitled to wholly or partly withdraw form the Contract of Delivery or demand performance at a later point in time.
1.4 (Setoff, retention) Setoff or retention by the supplier is only permissible in case of indisputable or legally valid counterclaims.
1.5 (Data acquisition) We are allowed to store data important for order processing by means of EDP.
1.6 (Place of jurisdiction, choice of governing law). The place of jurisdiction at the court responsible for our registered office in Wertheim/Mosbach. We are, however, also entitled to appeal to the court responsible for the registered office of the supplier. German law is applicable, to the exclusion of the CISG.
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2. Ordering, pricing and invoicing
2.1 Quotations and samples shall be supplied to us free of charge. The supplier shall explicitly point out any deviations between enquiry and quotation.
2.2 We can demand modifications to the delivered goods even after conclusion of the contract if this is associated with reduced expenditure or effort for the supplier and if said modifications can be reasonably expected of him. Additional or reduced expenditure shall be invoiced accordingly.
2.3 The suppliers’ prices are maximum prices free ex works. They include the costs of freight, customs, packaging, charges and VAT.
2.4 Supplier invoices shall be sent in duplicate respectively and can be paid by us within 14 days after receipt of the invoice and goods with a 3 % early payment discount or within 30 days without deduction.
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3. Place of fulfilment, risk, shipping, delivery periods/dates, delay
3.1 The place of fulfilment for deliveries is our works in.
3.2 The risk is only transferred to us after being unloaded.
3.3 Packaging, shipping and insurance of the contractual products shall take place at the supplier’s expense and risk. A bill of delivery (in duplicate) shall be enclosed with each delivery.
3.4 The supplier shall absolutely adhere to agreed delivery periods and dates, which are understood as the time of arrival at the agreed place of delivery. The supplier shall immediately the purchaser in the event of any likelihood of delays in the agreed delivery periods or dates. He shall pursue all efforts to deliver the contractual products as quickly as possible if does not adhere to the period/date for reasons for which he is at fault. In particular, the fastest possible way of delivery shall be chosen; any additional costs resulting therefrom shall be borne by the supplier.
3.5 The supplier may only invoke reasons for the delay caused by a lack of raw materials, auxiliary materials and operating materials and by non-delivery or insufficient delivery by his pre-suppliers, if he informed us of the possible danger of the consequences immediately after having gained knowledge of same.
3.6 Our shipping instruction shall be adhered to. Our order and item number shall be stated in all shipping documents, correspondence and invoices.
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4. Quality, acceptance, limitation of defect claims
4.1 In addition to the specifications stated in the delivery contract, quotation and/or order confirmation, the relevant information supplied by the supplier in his brochures, catalogues and other means accessible to us as well as his advertisements shall be considered agree for the determination of the quality of the contractual products/services. The agreed quality also involves that the contractual products/services comply with state-of-the-art technology, professional workmanship, the concluded agreements, the intended purpose, the agreed equipment as shown in the sample, the necessary product reliability and the respectively applicable statutory, official and technical regulations (among others Equipment Safety Act, DIN standards, EN, ISO standards, EC directives).
4.2 The supplier shall perform a careful quality and outgoing goods inspection – also with regard to product safety – under observation of the relevant standards. He owes the provision of quality-tested contractual products/services.
4.3 Receipt, acceptance and/or payment of the contractual products/services does not involve recognition of their freedom of defects. These are subject to reservation. In consideration of item 4.2, our incoming goods inspection includes the inspection for externally recognizable damage and deviations in quality and quantity. Wes hall claim such defects without delay. Furthermore we shall notify of defects as soon as they are established in the course of business operations. The supplier shall therefore waive the objection of late defect notification if these defects are not claimed later than one week after detection of the defect.
4.4 If the supplier does not remedy the defects in the contractual products or consequential damage immediately in urgent cases or if the supplier is in default of subsequent fulfilment to which he is obliged, we are entitled to remedy the defects/damage ourselves or to have the defects/damage rectified by a third party at the supplier’s expense.
4.5 Subject to longer statutory periods of limitation, our claims for defects shall be time-barred after 3 years following delivery to us.
4.6 Liability limitations of the supplier’s Terms and Conditions shall be ineffective.
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5. Product safety, product liability
5.1 The supplier shall be responsible to us for the fact that the contractual products and/or services are not unsafe and not dangerous in the sense of product liability when used for their intended purpose or foreseeable non-intended purpose or use. He shall take all necessary and reasonable organisational, personal and technical safety measures.
5.2 If one of our customers or a third party should assert claims against us for damage resulting from unsafe contractual products or services, the supplier shall indemnify us against these claims in the internal relationship, if he is at fault. Our indemnification claim is subject to statutory limitation.
5.3 If and as far as the supplier is at fault for the defect from which the claim arises, he shall also bear the costs of any measure taken by us for damage prevention (e.g. recalls).
5.4 The supplier shall take out an adequate insurance against the risks arising in conjunction with product liability for the contractual products and/or services provided by him and shall present proof of said insurance to us upon request.
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6. Disposal
6.1 The supplier shall undertake to consider and adhere to all relevant requirements and provisions with regard to environmental protection and waste disposal during the production and delivery of the contractual products. In particular he shall be responsible for the separation of the contractual products in the event of disposal. He shall ensure this by marking the materials accordingly.
6.2 He shall fulfil all legally stipulated obligations to take back packaging.
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7. Spare parts
The supplier shall keep spare parts available to us at market-compliant prices for the intended service life of the contractual products, but for at least 5 years after the respectivedelivery date.
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8. Industrial property rights, secrecy, moulds and tools
8.1 The supplier shall be liable to us – if and as far as he is at fault – for the use and the sale of the contractual products not infringing on third-party protective rights. He shall also keep us indemnified from any third-party legal claims on the grounds of the infringement on such third-party protective rights in connection with the contractual products.
8.2 We reserve the property rights as well as all commercial protective rights and copyrights to all constructions, moulds, tools, samples, illustrations and other documents provided by us. The supplier may only make use of these constructions etc in the way intended by us and must return them if he no longer needs them for our purposes.
8.3 The supplier shall keep all business secrets, particularly know-how gained from the business relationship with us, secret from third parties.
8.4 Tools, moulds or other equipment fully or partly produced or procured by the supplier at out expense shall automatically become our property. Transfer shall be replaced by the supplier keeping the objects carefully and free of charge for us until the termination of the delivery relationship.