Valid from 01.09.2014
§ 1 Validity
(1) All deliveries, services and offers of our suppliers shall be made exclusively on the basis of these General Terms and Conditions of Purchase. They shall form an integral part of all contracts concluded by us with our suppliers for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) Terms and conditions of our suppliers or third parties shall not apply, even if we do not separately object to their application in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of business of the supplier or a third party, this shall not constitute an agreement to the validity of these terms and conditions of business.
§ 2 Orders
Insofar as our offers do not expressly contain a binding period, we shall be bound by them for one week after the date of the offer. The receipt of the declaration of acceptance by us shall be decisive for timely acceptance.
§ 3 Prices, Terms of Payment
(1) The price stated in the order shall be binding. In the absence of any written agreement to the contrary, the price shall include delivery and transport to the shipping address stated in the contract, including packaging.
(2) If, according to the agreement made in deviation from paragraph 1, the price does not include packaging and the remuneration for the packaging - which is not only provided on loan - is not expressly determined, it shall be charged at the verifiable cost price. Upon our request, the supplier shall take back the packaging at his own expense.
(3) Unless otherwise agreed, we shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% discount or within 30 days net.
(4) All order confirmations, delivery documents and invoices shall state our order number, the article number, delivery quantity and delivery address. If one or more of these details are missing and this delays processing by us in the normal course of business, the payment periods specified in paragraph 3 shall be extended by the period of the delay.
(5) We shall have unrestricted rights of set-off and retention to the extent provided by law.
(6) Assignments of claims to third parties require our consent.
§ 4 Delivery and delivery time
(1) Unless otherwise agreed in writing, deliveries shall be made free domicile. All shipping documents and delivery bills must be provided exactly with our order data.
(2) The delivery time (delivery date or period) specified in the order shall be binding. Early deliveries are not permitted.
(3) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent according to which the delivery time cannot be met.
(4) If the day on which the delivery must be made at the latest can be determined on the basis of the contract, the supplier shall be in default on expiry of this day without this requiring a reminder from us.
(5) In the event of a delay in delivery, we shall be entitled to the statutory claims without limitation, including the right to withdraw from the contract and the claim for damages instead of performance after the fruitless expiry of a reasonable grace period.
§ 5 Transfer of Risk
Even if shipment has been agreed, the risk shall only pass to us when the goods are handed over to us at the agreed destination.
§ 6 Safeguarding of ownership
(1) We reserve the title or copyright to orders placed by us, orders as well as drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier may not make them available to third parties without our express prior consent, nor may he disclose them, use them himself or have them used by third parties, or reproduce them. He shall return these documents to us in full at our request if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Any copies made by the supplier must be destroyed in this case; the only exceptions to this are storage within the scope of statutory storage obligations and the storage of data for backup purposes within the scope of normal data backup.
(2) Tools, devices and models which we make available to the supplier or which are manufactured for contractual purposes and which are charged to us separately by the supplier shall remain our property or shall become our property. They must be identified by the supplier as our property, carefully stored, secured against damage of any kind and only used for the purposes of the contract. The costs of maintenance and repair of these items shall be borne by the contracting parties - in the absence of any other agreement - in equal parts. However, insofar as these costs are attributable to defects in such items manufactured by the Supplier or to improper use on the part of the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The supplier shall notify us immediately of any damage to such items which is not merely insignificant. Upon request, he shall be obliged to return these items to us in proper condition if they are no longer required by him for the performance of the contracts concluded with us.
(3) Retentions of title by the Supplier shall only apply to the extent that they relate to our payment obligation for the respective products to which the Supplier retains title. In particular, extended or prolonged reservations of title are not permitted.
§ 7 Warranty claims
(1) In the event of defects, we shall be entitled to the statutory claims without limitation.
(2) Deviations in quality and quantity shall be deemed to have been notified in good time if we notify the supplier of them within 6 working days (Monday to Saturday) of receipt of the goods by us. Hidden material defects shall be deemed to have been notified in good time if the supplier is notified within 6 working days of discovery.
(3) We do not waive warranty claims by acceptance or by approval of samples or specimens submitted.
(4) Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims shall be suspended. In the event of replacement delivery and rectification of defects, the warranty period for replaced and rectified parts shall start anew, unless we had to assume, based on the Supplier's conduct, that the Supplier did not consider itself obligated to perform the measure, but only performed the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
(5) If goods that were delivered defective by the supplier have already been installed by us or our customer, the supplier shall also owe the removal of the defective item as well as the reinstallation of the item to be delivered as a replacement within the scope of its obligation to subsequent performance.
§ 8 Product Liability
(1) The supplier shall be responsible for all claims asserted by third parties for personal injury or damage to property which are attributable to a defective product supplied by him and shall be obliged to indemnify us against any liability resulting therefrom. If we are obliged to carry out a recall action against third parties due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall action.
(2) The supplier shall be obligated to maintain product liability insurance at its own expense with coverage of at least € 500,000.00, which, unless otherwise agreed in individual cases, need not cover the recall risk or punitive or similar damages. The supplier shall send us a copy of the liability policy at any time upon request.
§ 9 Industrial property rights
(1) The supplier warrants that no industrial property rights of third parties are infringed in connection with his delivery in countries of the European Union, North America or other countries in which he manufactures the products or has them manufactured.
(2) The supplier shall be obliged to indemnify us against all claims made by third parties against us due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim shall exist irrespective of any fault on the part of the supplier.
§ 10 Spare parts
(1) The supplier shall be obliged to keep spare parts for the products delivered to us in stock for a period of at least 5 years after delivery.
(2) If the Supplier intends to discontinue the production of spare parts for the products delivered to us, it shall notify us thereof without undue delay after the decision on the discontinuation. This decision must - subject to paragraph 1 - be at least 6 months prior to the discontinuation of production.
§ 11 Secrecy
(1) The supplier is obliged to keep the terms of the order as well as all information and documents made available for this purpose (with the exception of publicly accessible information) secret for a period of 2 years after termination of the contract and to use them only for the execution of the order. He shall return them to us immediately upon request after completion of inquiries or after processing of orders.
(2) Without our prior written consent, the Supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for us.
(3) The supplier shall oblige its sub-suppliers in accordance with this § 11.
§ 12 Final Provisions
(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Saarbrücken.
(2) The contracts concluded between us and the Supplier shall be governed by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Sales Convention).
(3) The remainder of the contract and these Terms and Conditions of Purchase shall remain effective even if individual provisions are invalid.
