(As at 08.08.2016)
1. Our orders are governed exclusively by the following terms of purchase. Supplements and contractor purchase conditions differing from the following terms of purchase are valid only when confirmed by us in writing.
2. Contractor conditions imposed in their terms and conditions and order confirmation are hereby explicitly rejected. Unconditional acceptance of order confirmations/deliveries and payment therefore does not imply acknowledgement of divergent contractor conditions. Upon initial supply under the present terms of purchase the supplier acknowledges the exclusive validity of the latter extending to all further orders.
3. All agreements with the aim of executing the contract reached between us and the con-tractor require our confirmation in writing before they become valid.
4. We are entitled to withdraw our order without charge if you do not confirm it on unchanged basis within one week after receipt.
5. Complete or partial allocation of production/supply and services to third parties requires our prior approval in writing.
II. Delivery and dispatch
1.Deliveries are to be undertaken DAP (Incoterms 2001 version) to the location specified by us, unless otherwise provided, inclusive of packing and preservation.
2. If delivery “ex works” is agreed, we require timely dimension and weight information.
3. Each delivery is to be accompanied by a delivery note giving our order number and a de-scription of type and quantity of the contents.
4. The delivery of goods is generally to take place in standard one-way packaging. If using multiple-use-packaging, you should make the packaging available on loan, so return takes place at your expense and risk. If we exceptionally agree to assume packaging costs, these are to be invoiced at cost with evidence. If you use multiple-use-packaging provided by us, this is to be replaced in case of damage or invoiced at cost with evidence.
5. Machinery is to be accompanied free of charge by a technical description and instructions for use. Software products are only deemed delivered if complete (technical and user) documentation is also submitted. Programs specially developed for us should also include programs/program parts in source format.
6. If you carry out deliveries or services on our premises, you are obliged to comply with up-dated guidelines on safety, environment and fire protection for external parties.
1. The prices agreed are fixed and cover all expenditure in connection with the deliveries and services to be rendered by you.
2. Costs of transportation including packing, insurance and all other ancillary costs are for account of contractor, unless expressly agreed otherwise.
IV. Invoices, payments
1. Invoices are to be submitted via separate post / by email and should bear our relative order number, if our order includes it.
2. Invoices are due for payment within 60 days after receipt of goods and invoice, or at our option payable after 20 days on the following Friday with 3% discount. Time of payment is deemed to be the day on which our bank receives the transfer request.
3. Payment does not imply acknowledgement of the delivery or service as contractual. In the case of erroneous or incomplete delivery or service and notwithstanding our other rights we are entitled to withhold payments on receivables referring to other aspects of the busi-ness relationship as required for complete execution.
4. Assignment of your receivables on us to third parties is not permitted.
V. Deadlines and consequences of exceeding them
1. Deadlines agreed on deliveries and services are binding. If delays are anticipated or have occurred, you should immediately inform us in writing.
2. Also if you do not deliver or supply within a grace period granted by us, we are entitled without notice to refuse acceptance, withdraw from the contract and/or demand compen-sation. You will be responsible for additional costs incurred by us as a result of your delay, especially if we are forced to make alternative arrangements.
VI. Safety, environmental protection, minimum wage
1. Your deliveries and services must comply with legal provisions, especially safety and envi-ronmental protection provisions including the ElektroG ordinance on dangerous materials, and safety recommendations issued by German technical bodies and associations re-sponsible e.g. VDE, VDI and DIN. Appropriate certificates, test reports and evidence should be supplied free of charge.
2. You are obliged to establish and comply with current guidelines and laws for your compo-nents in terms of material limitation, and you are obliged to use non-prohibited materials. You should highlight in the specifications any dangerous materials to be avoided under valid laws and guidelines. If appropriate, safety data sheets should be submitted at tender stage and first delivery with the delivery note (at least in German or English). Information on excesses over material limitation and supply of forbidden materials should be submitted to us immediately.
3. In the case of deliveries and rendering of services you alone are responsible for compli-ance with accident prevention provisions, submitting any relevant protection equipment and instructions from the manufacturer free of charge.
4. In the case of deliveries and rendering of services you alone are responsible for compli-ance with minimum wage provisions, payment of all social insurance contributions and compliance with all reporting obligations. In case of any contravention you undertake to indemnify us against demands emanating from relative authorities or employees.
VII. Import and export provisions, customs
1. In the case of deliveries and services stemming from an EU member country outside of Germany, your EU VAT tax identification no. is to be given.
2. Imported goods are to be supplied after customs clearance. Under (EG) ordinance 1207 / 2001 you are obliged to submit at your expense any declarations and information required, allow customs inspections and furnish official confirmations required.
3. You are obliged to inform us in detail and in writing of any authorisation requirements re-ferring to (re-) exports in line with German, European and US export and customs provi-sions and export/customs provisions of the country of origin of the goods and services.
VIII. Transfer of risk, approval, property rights
1. Irrespective of the agreed pricing risk passes to us: in the case of delivery without installa-tion or assembly upon receipt at the delivery address given by us, and in the case of de-livery with installation or assembly upon our approval of efficacy. Commissioning and use do not presume our declaration of approval.
IX. Obligation to inspect and notify defects, inspection expenditure
1. A goods inwards check for manifest defects is in force. In line with orderly business prac-tices and/or our quality control we highlight hidden defects as soon as they are identified.
2. You waive any objection referring to belated notification of defects for all defects notified within fourteen days from identification.
3. If we return defective goods to you, we are entitled to debit back to you the invoice amount plus a lump-sum fee of 5 % of the price of the defective goods. We reserve the right to evidence greater expenditure, whereas you have the right to evidence smaller or no expenditure.
X. Guarantee regarding material and legal defects
1. Without delay defective deliveries are to be replaced by defect-free deliveries and defec-tive services are to be re-done defect-free. In the case of development or construction faults we are entitled to immediate enforcement of the rights outlined under number 3.
2. Subsequent rectification of defective deliveries and services requires our approval. Until the supply or service item is in our possession, you continue to bear the risk.
3. If you do not rectify the defect within a reasonable grace period granted to you, we have the choice of either withdrawing from the contract or reducing the payment due and de-manding additional compensation.
4. In urgent cases (especially when operational safety is endangered or to prevent excep-tionally high damages), for rectification of minor defects and in cases of your delay in recti-fying a defect, after informing you in advance and expiry of a short grace period appropri-ate to the situation, we are entitled at your expense to rectify the defect and any damages due to it ourselves or have them rectified at your expense by a third party. This also applies where you have either delivered or performed late, and we are forced to rectify defects immediately in an effort to prevent delivery delay.
5. Our claims for material and legal defects expire 36 months from risk transfer in line with number VIII.1. This expiry deadline is suppressed for the period beginning with despatch of our defect notice and ends with fulfilment of our defect claim.
6. If you are to deliver or perform according to our plans, drawings or other special require-ments, compliance of the supply or service with those requirements is deemed explicitly guaranteed. If the supply or service differs from the requirements, the rights specified un-der number 3 are immediately available to us.
7. Other legal rights remain unaffected.
XI. Repeated unsatisfactory performance
If after written warning you largely make identical or similar deliveries or services with re-peated defects or delays, we are entitled to immediate withdrawal, which in this case also covers deliveries and services you have committed to render to us in future under this or any other contract relationship.
XII. Indemnity regarding material and legal defects
You indemnify us against all claims made on us by third parties – irrespective of legal foun-dation – because of material and legal defects attributable to you or any other fault in a prod-uct delivered by you and refund to us the necessary costs of legal proceedings in this respect.
XIII. Technical documents, tools and production materials
1. Any technical documents, tools, standard specifications sheets, production materials etc. made available by us remain our property, and all brand-, copyright and other trademark rights remain with us. Immediately after executing the order, you are to return them to us unsolicitedly inclusive of all duplicates made, and you are precluded from enforcing any retention right. You may use the specified items only for executing the order and not in any way make them available to unauthorised third parties. Duplicating specified items is only permissible if required for executing the order.
2. If you are manufacturing for us items mentioned under number 14.1 sentence 1 partially or completely at our expense, 1 applies as appropriate, and we become co-owners upon expenditure of our share of the production costs. You retain these items for us free of charge; we are at all times entitled to acquire your rights to the item by refunding any ex-penditure not paid off and requiring the item from you.
3.You are obliged free of charge to maintain and keep the above-mentioned items and pre-vent normal wear and tear. If in execution of our order you commission a sub-contractor with the production of tools and samples, you assign to us your receivables from the sub-contractor and transfer of ownership in the tools and samples.
XIV. Provision of material
1. Material provided by us remains our property and is to be used by you free of charge and with the care of a respectable businessman separately from your other items and marked as our property. It may only be used for execution of our order. Any damage to material provided is to be compensated by you.
2. If you are processing the material provided or restructuring it, this activity takes place on our behalf, and we become direct owners of the new items created. If the material pro-vided only covers part of the new items, we enjoy co-ownership of the new items in pro-portion to the value contained in them of the material provided.
1. You are obliged to treat confidentially and not pass to third parties any non-public commercial and technical details becoming known to you in the course of the business relationship.
2. Our prior approval in writing is required for production for third parties, exhibiting products manufactured especially for us, particularly those in line with our plans, drawings and other special requirements and publication of the orders and services and external reference to these orders.
3. We should like to point out that we store personal data connected with our business relationship with you.
1. Place of execution is the delivery address specified in each case.
2. Place of jurisdiction is our company domicile, provided you are a businessman, legal entity or special asset fund under public law, although we are still entitled to sue at your domicile.
3. German law applies under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
4. If individual clauses of these general terms of purchase are entirely or partially unworkable, the enforceability of the remaining clauses and parts thereof is not affected.