Terms of Purchase

§ 1 General Scope

(1) Our terms of purchase apply exclusively. We do not recognise any conflicting or deviating conditions unless we have expressly agreed to their validity in writing. Our terms of purchase also apply if we were aware of conflicting conditions or conditions deviating from our terms of purchase, or accept these without reservation.
(2) All agreements made between us and the contractual partner for the purpose of executing this contract must be recorded in writing in this contract.
(3) Our terms of purchase apply only to entrepreneurs as defined in § 310 para. 4 of the German Civil Code (BGB).
(4) Our terms of purchase also apply to future transactions with contractual partners.

§ 2 Offer – Offer Documents

(1) The contractual partner undertakes to confirm our order within a period of 2 working days.
(2) We reserve the rights of ownership and copyright to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production based on our order; after completion of the order, they are to be returned to us unsolicited, or disposed of without residue, unless otherwise agreed. They must be kept secret from third parties; in this respect, the provision of §9 para. applies in addition. (4).

§ 3 Prices – Terms of Payment

(1) The price shown in the order is binding. In the absence of a deviating written agreement, the price includes delivery “free to domicile”, including packaging. The provisions of the Packaging Ordinance must be observed.
(2) The statutory value added tax is not included in the price.
(3) We can only process invoices if these can be clearly assigned to our order references. The contractual partner is responsible for all consequences arising from non-compliance with this requirement, unless he proves that he is not responsible for this.
(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from complete delivery and receipt of invoice, with a 3% discount or within 30 days of receipt of invoice net.
(5) We are entitled to rights of set-off and retention to the statutory extent.

§ 4 Delivery Time

(1) The delivery time specified in the order is binding.
(2) The contractual partner is obliged to inform us immediately in writing if it becomes apparent to him that the stipulated delivery date cannot be met.
(3) In the event of a delay in delivery, we are entitled to assert claims for damages incurred as a result in accordance with the statutory provisions. The contractual partner has the right to prove to us that as a result of the delay no damage or a significantly lower damage has occurred.

§ 5 Transfer of Risk – Documents

(1) Unless otherwise agreed in writing, delivery shall be made free to domicile.
(2) The contractual partner is obliged to state our order references exactly on all documents relating to our order; if he fails to do so, we shall not be responsible for delays in processing.

§ 6 Examination of Defects – Liability for Defects

(1) We are obliged to inspect the goods within a reasonable period for any deviations in quality and quantity; a complaint is deemed to be timely if it is received by the supplier within a period of 5 working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
(2) We are entitled to the statutory claims for defects without restriction; in any case, we are entitled to demand from the contractual partner, at our discretion, rectification of the defect or delivery of a new item. The right to compensation, in particular that for compensation in lieu of performance, remains expressly reserved.
(3) We are entitled to carry out the removal of defects ourselves at the expense of the contractual partner if there is imminent danger or particular urgency.
(4) The limitation period is 36 months, calculated from the transfer of risk.

§ 7 Product Liability – Indemnification – Liability Insurance Cover

(1) To the extent that the contractual partner is responsible for product damage, he is obliged to indemnify us against claims for damages by third parties upon first request, insofar as the cause is set in his sphere of control and organisation and he is liable himself in the external relationship.
(2) Within the scope of his liability for cases of damage within the meaning of para. (1), the contractual partner is also obliged to reimburse any expenses pursuant to §§683, 670 BGB or pursuant to §§ 830, 840, 426 BGB, which result from or in connection with a recall action carried out by us. We will inform the contractual partner – as far as possible and reasonable – about the content and scope of the recall measures to be carried out and give him the opportunity to comment. Other statutory claims remain unaffected.
(3) The contractual partner undertakes to maintain product liability insurance with a coverage amount of €10 million per personal injury/property damage – lump sum; if we are entitled to further claims for damages, these remain unaffected.

§ 8 Industrial Property Rights

(1) The contractual partner warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery.
(2) If we are claimed by a third party in this regard, the contractual partner is obliged to indemnify us against these claims upon first written request; we are entitled to make agreements with the third party – without the consent of the contractual partner – in particular to conclude a settlement.
(3) The contractual partner’s obligation to indemnify relates to all expenses that we necessarily incur or in connection with the claim by a third party.
(4) The limitation period is ten years, calculated from the conclusion of the contract.

§ 9 Retention of Title – Provision – Tools – Secrecy

(1) If we order something from contractual partners, we reserve title to it. Processing or transformation by the contractual partner is carried out for us. If our reserved goods 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 processed 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 reserved item (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 contractual partner’s item is to be regarded as the main item, it shall be deemed agreed that the contractual partner transfers co-ownership to us on a pro rata basis; the contractual partner shall hold the sole ownership or the co-ownership for us.
(3) We reserve title to tools; the contractual partner is obliged to use the tools exclusively for the production of the goods ordered by us. The contractual partner is obliged to insure the tools belonging to us at their replacement value at his own expense against fire, water and theft damage. At the same time, the contractual partner hereby assigns to us all claims for compensation from this insurance; we hereby accept the assignment. The contractual partner is obliged to carry out any necessary maintenance and inspection work as well as all maintenance and repair work on our tools at his own expense in good time. Any malfunctions must be reported to us immediately; if he culpably fails to do so, claims for damages remain unaffected.
(4) The contractual partner is obliged to keep all received illustrations, drawings, calculations and other documents and information strictly secret. They may only be disclosed to third parties with our express consent. The obligation of secrecy also applies after completion of this contract; it expires if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
(5) If the security rights to which we are entitled pursuant to para. (1) and/or para. (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we are obliged to release the security rights at the request of the contractual partner at our discretion.

§ 10 Execution of Work / Protective Devices

(1) If the contractual partner carries out work on our factory premises in fulfilment of the contract, he, as well as the persons employed by him, must observe the provisions of our company regulations. The regulations existing for entering and leaving the premises must be observed.
(2) The contractual partner undertakes to comply with all regulations and guidelines issued by the legislator, the supervisory authorities, employers’ liability insurance associations of the VDE and other institutions with regard to execution, accident prevention and environmental protection.

§ 11 Set-off

(1) We are entitled to set off all claims to which we are entitled against the contractual partner against all claims that the contractual partner has against us.
(2) The contractual partner may only set off against claims on our part with undisputed or legally established claims.

§ 12 Assignment

(1) Rights from our contracts may only be assigned to third parties with mutual consent.

§ 13 Place of Jurisdiction – Place of Performance – Choice of Law

(1) If the contractual partner is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the contractual partner at his place of residence.
(2) Unless otherwise stated in the contract, our place of business is the place of performance.
(3) The relationship between us and the contractual partner is exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.