Terms and conditions of purchase (Version: 10/2015)

I. General information

Our terms and conditions of purchase apply exclusively; should our terms and conditions of purchase not contain any regulations, the law shall apply. Should the supplier's terms and conditions of purchase conflict with or differ from ours, we shall only acknowledge them if we have expressly accepted them in writing. Our terms and conditions of purchase shall also apply even if we, aware that supplier's terms and conditions of purchase conflict with or differ from ours, accept the supplier's delivery without reservations.

II. Conclusion of the contract and amendments to the contract

1.    Orders, conclusions of contracts and delivery schedules, as well as any amendments or additions to these, shall be made in writing.2.    Delivery schedules within the scope of order and schedule planning become binding if the supplier does not reject them within five working days after receipt. 

III. Prices, delivery and risk of loss

  1. If no special agreement has been made, the prices, delivery and risk of loss shall be understood to be to "CPT Biberach, Wilhelmstrasse 20 (carriage paid) Incoterms® 2010" including packaging. Cost estimates shall be binding and shall not be remunerated, unless otherwise explicitly agreed in writing.
  2. Agreed dates and periods shall be binding. Compliance with the delivery deadline or delivery time shall be determined by our receipt of the goods.
  3. If we are obligated, contrary to these agreements, to cover carrying costs in full or in part in individual cases, the supplier must note that we will take out our own transport insurance. The risk passes to the buyer upon handover to the agreed carrier or upon collection by us or by an authorised representative.
  4. In cases where the supplier is responsible for installation or assembly and unless agreed otherwise, the supplier shall bear all incidental costs, in particular travel expenses and provision of tools as well as daily allowances.
  5. Should the supplier anticipate difficulties with respect to production, the supply of input material, compliance with the delivery deadline or similar circumstances that could interfere with the supplier's ability to deliver punctually or to deliver the agreed quality, the supplier must notify our ordering department of this immediately.
  6. The unconditional acceptance of the delayed delivery or service does not imply a waiver of any claim for compensation due to us because of the delay to the supply or service.
  7. The number of items, weights and measurements are determined according to the values obtained by our incoming goods inspection.
  8. We have the right to use software that is included in the scope of delivery, including its documentation, to the extent permitted by law (Articles 69a ff. German Copyright Act).
    We also have the right to use such software, including its documentation, with the agreed performance characteristics and to the extent necessary for use of the product in accordance with the contract. We may also create a backup copy of the software without express agreement in order to safeguard future use.

IV. Force majeure

For the duration of their existence, circumstances of force majeure, operational disruptions for which we are not responsible, unrest, official measures and other unavoidable events release us from the obligation to accept supplies or services in good time. During such events and for a two-week period thereafter we are entitled – notwithstanding our other rights – to withdraw from the contract in whole or in part, provided that such events are not of inconsiderable duration and our requirements are considerably reduced as the goods have to be procured elsewhere as a result thereof.

V. Invoicing

A single copy of the invoice shall be sent to the specified invoice recipient; it shall not be enclosed with shipments.

VI. Terms and conditions of payment

Where no special agreement has been made, the invoice shall be paid within 14 days with a discount of 3% or within 30 days with a discount of 2% or within 90 days without discount after the claims for payment are due and the invoice and the goods are received. Payment shall be subject to invoice verification.

VII. Claims for defects and recourse

  1. Acceptance is subject to the goods being inspected for defects, especially for correctness and completeness, to the extent that and as soon as this is feasible according to the proper course of business. We will give notice of any defects found immediately after their discovery. In this respect, the supplier waives the right to plead that the claim has been made too late.
  2. The statutory provisions concerning defects of material and title shall apply, unless otherwise stipulated below.
  3. We shall be entitled to choose the type of supplementary performance. The supplier may refuse to carry out the type of supplementary performance chosen by us if this involves excessive costs.
  4. Should the supplier not have remedied the defect by the time our deadline has passed, we reserve the right, in particular in order to avoid acute dangers or greater damage, to remedy the defect ourselves or have it remedied by a third party, at the expense of the supplier.
  5. In the case of defects of title, the supplier also indemnifies us against any claims by third parties, unless the defect of title is outside the supplier's responsibility.
  6. The limitation period for claims for defects is three years – except in cases of fraudulent misrepresentation – unless the item has been used in a building construction in accordance with its customary use and caused the defectiveness thereof. The limitation period begins with the transfer of risk.
  7. If the supplier replaces the defective goods, thus fulfilling their obligation to supplementary performance, a new limitation period commences at the time the replacement goods are delivered unless the supplier has expressly and rightfully reserved under the supplementary performance item that substitute delivery is only made as a fair dealing to avoid dispute or in the interest of continued supply relationship.
  8. Where we incur any costs due to the defective delivery of the contractual object, in particular any transport, call-out, work, installation, removal or material costs, or costs for any delivery inspection exceeding the usual scope, these costs shall be assumed by the supplier.
  9. If any defect in quality becomes apparent within six months after the transfer of risk, the relevant item shall be presumed to have already been defective at the time of the transfer of risk, except where such presumption is irreconcilable with the nature of the item or defect.

VIII. Product liability

  1. If the supplier is responsible for product damage, the supplier shall, upon first request, exempt us from any claims for compensation by third parties, to the extent that the cause is located within the supplier's sphere of authority and organisational area, and the supplier is individually liable to third parties.
  2. Within the scope of the supplier's liability for cases of damage pursuant to paragraph 1, the supplier is also obligated to reimburse to us all expenses that are incurred in connection with damage rectification measures, e.g. repair work, initiated by us. Where possible and reasonable, we shall inform the supplier of the content and scope of necessary damage rectification measures and shall give the supplier the opportunity to respond. Other statutory claims shall remain unaffected.
  3. Within the scope of the supplier's liability pursuant to paragraphs 1 and 2, the supplier shall waive the statute of limitations defence unless we ourselves are able to successfully plead the statute of limitations toward the claimant.
  4. The supplier is obliged to take out suitable insurance coverage for all risks which arise from product liability and to provide evidence of this on request.

IX. Rights of rescission and termination

  1. We are entitled, over and above our statutory rights of rescission, to withdraw from the contract or to terminate the contract with immediate effect if the supplier discontinues customer deliveries, if the supplier's financial circumstances deteriorate significantly or threaten to deteriorate and thereby jeopardise the supplier's delivery obligation towards us, if the supplier becomes insolvent or over-indebted or if the supplier discontinues payments.
  2. We are also entitled to withdraw from or terminate the contract if the supplier opens insolvency proceedings relating to the supplier's assets or similar debt settlement proceedings.
  3. Should we withdraw from or terminate the contract based on the aforementioned statutory rights of rescission and termination, the supplier shall compensate us for the damage thus incurred, unless the supplier is not responsible for the enforcement of such rights of rescission and termination.
  4. Statutory rights and claims are not limited by the regulations specified under clause IX.

X. Ownership structure, provision of materials, tools

  1. Should we provide the supplier with tools, we shall retain ownership of these.
  2. Tools shall become our property if the supplier has made them or had them made specially for the execution of our order and the costs thereby incurred are borne by us or indemnified by the prices paid by us.
  3. The supplier is obliged to use the tools belonging to us exclusively to manufacture the goods ordered by us and to insure such tools at replacement value at the supplier's own expense against fire or water damage and theft. At the same time, the supplier shall henceforth assign all claims for compensation from this insurance to us; we hereby accept such assignment.
  4. The supplier is obliged to notify us in good time of any necessary maintenance and inspection work, as well as any service and repair work, on our tools. The supplier shall notify us of any faults immediately. Should these obligations not be observed, the supplier shall compensate us for any damage thus incurred.
  5. Should we provide the supplier with items, we shall retain ownership of these. The processing and modification of items or materials that we provide by the supplier shall be performed on our behalf. If the goods subject to retention of title are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our goods (purchase price plus value added tax) to the value of the other items at the point in time of processing.
  6. If the items provided by us are inseparably combined with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus value added tax) to the value of the other combined items at the point in time of their combination. If the goods are combined in such a manner that the supplier's item is regarded as the main item, the parties hereby agree that the supplier shall transfer proportionate co-ownership to us; the supplier shall hold the sole ownership or co-ownership on our behalf.
  7. Should our collateral rights as defined in 5. and 6. exceed the purchase price of all our goods subject to retention of title not yet paid by more than 10%, we shall be obliged to release the collateral rights at our discretion upon the supplier's request.

XI. Documents and confidentiality

  1. All business information or technical information (including features of any items, documents or software and any other know-how or experience) made accessible by us shall, for the time for which it is not demonstrably in the public domain, be kept secret and not disclosed to any third parties. It shall only be made available to those employees in the supplier's own company who require such information for the performance of their duties in connection with the deliveries to be made to us and who shall be subject to the same obligation of secrecy; all such information remains our exclusive property. Without our prior written consent, such information may not be duplicated or used for commercial purposes other than for deliveries to us. At our request, all information obtained from us (including copies or records where applicable) and items provided on loan shall be returned to us immediately and completely or destroyed. We reserve all rights to such information (including copyright and the right to apply for industrial property rights, such as patents, industrial designs, etc.). If such information was made available to us by third parties, this reservation of rights shall also apply in favour of said third parties.
  2. Products made according to documents drafted by us, such as drawings, models and similar, or according to our confidential information or with our tools or reproduced tools shall not be used by the supplier nor be offered or delivered to third parties by the supplier. This also applies to our print orders.
  3. If the supplier has stored our documents in electronic format, such data shall be deleted after completion of the order.

XII. Data protection

We undertake to protect the personal data of our contractual partners and shall comply strictly with the provisions of the data protection laws of the Federal Republic of Germany and with the data protection provisions of the European Union.

All personal data relating to our contractual partners shall only be collected to the extent required or technically necessary to perform the purpose of the contract. This data will not be sold on to third parties. Companies affiliated with us shall have access, within our group of companies, to the management software in which this data is stored. In addition, data shall be passed on to any sales partner commissioned to perform the contract, in particular to payment companies vis-à-vis which we shall take the required measures to protect this data, to the extent necessary for the execution of the respective contract.

Our contractual partners have the right to be provided with information about the personal data which is stored about them at any time, including the origin and recipients thereof, as well as the purpose for which it has been stored.

XIII. Industrial property rights

  1. The supplier guarantees that no third-party rights are infringed by or in connection with the supplier's delivery within the Federal Republic of Germany.
  2. If an action is brought against us by a third party for violation of industrial property rights in connection with the delivery, the supplier shall be obliged to indemnify us against such claims upon first written request. We are not entitled to make any agreement with the third party without the consent of the supplier, in particular to agree on a settlement.
  3. This exemption obligation relates to all costs necessarily incurred by us in connection with a third-party claim.
  4. The period of limitation for these claims shall be three years, starting from the transfer of risk.

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