General Purchase Conditions (Version 28 September 2018)  

1. General Information, Scope of Validity

(1) Our purchase conditions apply exclusively. We do not recognize contradictory or deviating supplier conditions unless we have consented to their validity in writing. Our purchase conditions shall also apply where we accept delivery from the supplier without reservations knowing of the contradictory or deviating conditions of the supplier.

(2) All agreements made between us and the supplier for the purposes of fulfilling this agreement shall be laid down in writing in this agreement.

(3) Our purchase conditions only apply to business persons as per Section 310 Para. 4 BGB.

 

2. Offer, Offer Documents

(1) The supplier is obligated to accept our order within a period of 2 weeks.

(2) We retain the proprietary and copyrights of images, drawings, calculations as well as any other documents. They may not be made available to third parties without our express written consent. These documents are to be used only for the production resulting from our order. After the order has been completed, the documents shall be returned to us unsolicited. All documentation shall be kept confidential from third parties, insofar the provisions from Section 9 Para. (4) shall apply as well.

 

3. Pricing, Terms of Payment

(1) The price displayed during the order process shall be binding. In the absence of a deviating written agreement, the price shall include delivery free domicile including packaging. Return of the packaging shall require a separate agreement.

(2) The legal VAT is included in the price.

(3) We can only process invoices which include the order number displayed in our order. The supplier shall be responsible for any consequences resulting from non-adherence to this provision, unless the supplier can demonstrate that he is not responsible for such consequences.

(4) Unless agreed otherwise in writing, we shall pay the purchase price within 14 days from delivery and receipt of invoice with a discount of 2% or the full amount within 30 days from receipt of invoice.

(5)  We shall be entitled to offset and retention rights within the legally stipulated scope.

 

4. Delivery Time

(1) The delivery time displayed during the order process shall be binding.

(2) The supplier shall be obligated to inform us in writing immediately where circumstances occur or become foreseeable which make it impossible to comply with the stipulated delivery time.

(3) We shall be entitled to the legally stipulated claims in case of delay of delivery. In particular, we shall be entitled to demand compensation in place of the service and rescission after fruitless expiration of an appropriate period. Where we demand compensation, the supplier shall have the right to prove to usthat he is not responsible for the breach of duty.

 

5. Transfer of Perils, Documents

(1) Unless agreed otherwise in writing, deliveries shall be made free domicile.

(2) The supplier shall be obligated to furnish all shipping documents and delivery notes with our exact order number. Where the supplier neglects to do so, we shall not be held responsible for delay in processing.

 

6. Investigation of Defects, Liability for Defects

(1) We are obligated to inspect the goods for possible deviations in quality and quantity within an appropriate period of time. A complaint shall be considered in good time where received by the supplier within a period of 5 business days from the receipt of goods, or in case of hidden defects, from discovery.

(2) We shall be entitled to legal defect claims without deductions. In any case, we shall be entitled to demand fromthe supplier of our choice removal of the defects or delivery of new goods. The right to compensation, particularly the right to compensation instead of service, shall remain expressly reserved.

(3) We shall be authorized to remove the defects ourselves at the cost of the supplier in case of imminent danger or in case of special urgency.

(4) The period of limitation shall be 36 months from the transfer of perils.

 

7. Product Liability, Indemnification, Liability Insurance Coverage

(1) Where the supplier is responsible for product damage, the supplier shall be obligated to release us from third party claims for damages at first request insofar as the cause lies in the supplier’s domain and organizational area and the supplier is liable in external relations.

(2) As part of the supplier’s liability for cases of damage as defined in Para. (1), the supplier shall also be obligated to provide compensation for any possible expenditures as per Sections 683, 670 BGB or as per Sections 830, 840, 426 BGB which result from or in the context of a recall performed by us. As far as possible and reasonable, we shall inform the supplier of the content and scope of recall measures to be performed and shall provide the supplier with the opportunity to comment. Any other legal claims shall remain unaffected.

(3) The supplier shall be obligated to maintain a product liability insurance with a coverage amount of€10 million per personal injury / property damage all-inclusive. Where we are entitled to further claims for damages, they shall remain unaffected.

 

8. Code of Conduct

(1) The supplier shall be obligated to comply with all applicable laws, provisions and specifications. In particular,the supplier shall be obligated to take part neither in corruption in any conceivable way nor in the violation of constitutional rights nor in child labor. The supplier shall also adhere to all environmental laws and regulations.

(2) The supplier declares himself responsible for the development and preservation of a workplace culture free of discrimination and harassment in which all employees are treated with respect. The health and safety of the employees and subcontractors is promoted and actively supported by the supplier. The supplier shall be obligated to adhere to all legal and contractual accident prevention and occupational health and safety regulations and eliminate any dangers to the health and safety of employees and subcontractors.

 

9. Property Rights

(1) The supplier shall ensure that no rights of third parties are violated in the scope of the delivery.

(2) Where a third party asserts a claim against us due to the violation of such rights, the supplier shall be obligated to release us from such claims after our first written request. We shall not be entitled to make any agreements with the third party, especially not to come to any settlement, without consent of the supplier.

(3) The indemnity obligation of the supplier shall apply to all expenditures necessarily accrued by us from or in the context of laying claim by a third party.

(4) The period of limitation shall be ten years from the conclusion of the agreement.

 

10. Duties of Notification

(1) The supplier shall also ensure that deliveries comply with all legal and other application provisions which are required for placing the delivery on the market and advertising it. The supplier shall ensure that all documentation and information required to verify these requirements is made available to us immediately when requested.

(2) Where product components of a delivery are included in the current list of declarable substances at the time of the order or are subject to restrictions in duties of notification by law, the supplier must report this in writing at the latest with the first delivery. With regard to statutory provisions, this shall only apply insofar as such provisions are applicable to the location of our headquarters or at the location of the agreed place of receipt.

(3) Where the delivery contains goods to be classified as hazardous, the supplier shall inform us of this fact in writing at the latest at the time of order confirmation.

 

11. Customs Regulations

The supplier shall ensure adherence to all regulations of applicable national and international customs and foreign trade regulations. 14 days after the order at the latest or immediately in case of any changes, the supplier shall inform us in writing of all information and data required for adherence to such regulations during export, import and re-export, in particular all applicable export lists, including the Export Control Classification Number as per US Commerce Control List (ECCN), the statistical commodity code as per the current commodity classification of the foreign trade statistics and the HS (Harmonized System) code and country of origin (non-preferential origin) as well as supplier declarations regarding preferential origin (for European suppliers) or certificates for preference (for non-European suppliers), if so requested by the purchaser.

 

12. Reservation of Proprietary Rights, Provision, Tools, Confidentiality

(1) Where we order parts from a supplier, we reserve the proprietary rights to such parts. Processing
or retrofitting measures by the supplier shall be performed for us. Where our reserved goods are processed together with objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of our commodity (purchase price plus VAT) to the other processed objects at the time of processing.

(2) Where the object provided by us is amalgamated with objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the reserved object (purchase price plus VAT) to the other amalgamated objects at the time of amalgamation. Where the amalgamation is performed in such a way that the object of the supplier is to be considered the main object, it shall be considered agreed that the supplier transfers pro-rated ownership to us and shall keep safe the wholly or co-owned rental object.

(3) We reserve proprietary rights to tools. The supplier shall be obligated to only use the tools for the production of the goods ordered by us. The supplier shall be obligated to insure at his cost the tools under our ownership for the replacement value against damages resulting from fire, water and theft. At the same time, the supplier abandons all claims for compensation for this insurance to us at this moment. We hereby accept the abandonment. The supplier shall be obligated to perform at his own cost all required maintenance and inspection tasks as well as all required servicing work. The supplier shall be obligated to inform us of any malfunctions immediately. Where the supplier neglects to do so culpably, any claims for damages shall remain unaffected.

(4) The supplier shall be obligated to keep strictly confidential all received images, drawings, calculations as well as any other documents and information. Any such information may only be disclosed to third parties with our express written consent. The obligation confidentiality shall remain beyond the termination of this agreement. Such an obligation shall only expire if and to the extent to which the expert knowledge included in transferred images, drawings, calculations as well as any other documents has become public knowledge.

(5) Where the security interest to which we are entitled as per Para. (1) and/or Para. (2) exceeds the purchase price of all of our unpaid reserved goods by more than 10%, we shall be obligated to release the security interests of our choice, if so requested by the supplier.

 

13. Place of Jurisdiction, Place of Fulfillment

(1) If the supplier is a merchant, our headquarters shall serve as place of jurisdiction. However, we shall also be entitled to file suit against the supplier with the courts of the supplier’s residence.

(2) Unless the order specifies otherwise, our headquarters shall serve as place of fulfillment.

(3) German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods shall apply.

 

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