TERMS & CONDITIONS

General Terms and Conditions of Purchase

§ 1 General information – Applicability
(1) Our Terms and Condition of Purchase apply exclusively; we do not accept the supplier’s terms and conditions which conflict with or deviate from our Terms and Conditions of Purchase unless explicitly agreed to in writing. Our Terms and Conditions of Purchase also apply when we unconditionally accept the supplier’s delivery despite being aware of the supplier’s terms and conditions that conflict with or deviate from our Terms and Conditions of Purchase.
(2) All agreements between us and the supplier for the purpose of fulfilling this contract are stipulated in this contract in writing.
(3) Our Terms and Conditions of Purchase only apply to companies as defined by § 310 (1) of the German Civil Code (BGB).

§ 2 Quotation – Quotation documents
(1) The supplier is obligated to accept our order within 2 weeks.
(2) We reserve all rights of ownership and copyrights in illustrations, drawings, calculations, other documentation; they must not be made accessible to third parties without our express written approval. They shall solely be used for production based on our order; after the order has been completed, they must be returned to us unprompted. They must be kept confidential. The provision defined by § 9 (4) also apply in this respect. (4).

§ 3 Pricing – Terms of payment
(1) The price indicated in the order is binding. Unless otherwise stipulated in writing, the price includes “carriage free” delivery, including packaging. A separate agreement is required if packaging is to be returned.
(2) The price includes value added tax.
(3) We can only process invoices that – in accordance with the specifications in our order – indicate the order number specified; the supplier is responsible for all consequences due to non-compliance with this obligation, unless the supplier can establish it is not responsible for these circumstances.
(4) Unless otherwise stipulated in writing, we pay purchase prices within 14 days from delivery and receipt of invoice with a 2% cash discount, or 30 days net from receipt of invoice.
(5) We are entitled to the right of lien and set-off without any restrictions to the scope permitted by law.

§ 4 Delivery time

(1) The delivery time indicated in the order is binding.
(2) The supplier is obligated to inform us immediately and in writing if circumstances arise or the supplier becomes aware of circumstances which result in being unable to meet the specified delivery date.
(3) We are entitled to legal claims in the event of delayed delivery. In particular, we are entitled to request compensation for damages in place of performance and cancellation after a reasonable grace period. If we request compensation for damages, the supplier has the right to prove to us that it is not responsible for the breach of duty.

§ 5 Transfer of risk – Documents
(1) Delivery is carriage free unless otherwise agreed in writing.
(2) The supplier is obligated to accurately indicate our order number on all shipping documents and delivery notes; if the supplier fails to do so, we cannot be held responsible for processing delays.

§ 6 Investigation of defects – Liability for defects
(1) We are obligated to inspect the goods for possible deviations in quality or quantity within a reasonable period; the notice of defect is punctual if it is received by the supplier within 5 work days from receipt of goods or, in the case of hidden defects, from detection.
(2) We are entitled to the statutory warranty claims without any restrictions; in any case, we have the right to optionally request remedy of defects or delivery of new products from the supplier. The right to compensation for damages, particularly the right to compensation for damages in place of performance, remains expressly reserved.
(3) In the event of imminent danger or particular urgency, we have the right to rectify defects ourselves at the expense of the supplier.
(4) If we supply components of the contractual object, which we acquire from third parties, and if these components are directly supplied to the supplier by the third party, the supplier is obligated to inspect the goods it receives for possible deviations in quality or quantity within a reasonable period and to report defects to us within 5 work days from receipt of goods or in the case of hidden defects, from detection.
(5) The statue of limitations is 36 months as of the transfer of risk.

§ 7 Product liability – Indemnity – Liability insurance coverage
(1) Insofar as the supplier is responsible for a product defect, the supplier is obligated to indemnify us from third-party damage claims in this respect upon first request, provided it is within the control of the supplier and organization and the supplier itself is liable to third parties.
(2) Within its limits of liability for loss as defined by sec. (1), the supplier is also obligated to compensate for possible expenditures pursuant to §§ 683, 670 of the German Civil Code and pursuant to §§ 830, 840, 426 of the German Civil Code resulting from or in connection with a recall we implemented. We will inform the supplier – where possible and reasonable – of the content and scope of the recall measures to be conducted and give the supplier an opportunity to comment. This does not affect any other legal rights.
(3) The supplier is obligated to maintain product liability insurance with a coverage of €10m per bodily injury/material damage; this does not affect further damages we may be entitled to.

§ 8 Minimum wage
(1) In regard to the employees the supplier employs in the Federal Republic of Germany, the supplier ensures us that it does not violate any provisions of the MiLoG (Minimum Wage Law). The supplier indemnifies us from any third-party claims against us, provided these are based on violations against the Minimum Wage Law by the supplier.
(2) The supplier is obligated to submit clearance certificates from the health insurances companies under which one or several of its employees employed by the supplier in the Federal Republic of Germany are insured. These must be submitted to us within three weeks after contract conclusion without prior request. After consulting us, the supplier may alternative allow us to view its payroll or show us a current and comprehensive audit report from an auditing company.
(3) If the supplier fails to submit the clearance certificates from the health insurance companies for the employees it employs in the Federal Republic of Germany within the period stated in sec. 2 and if the supplier does not take any of the alternative measures stipulated in sec. 2, we have the right to termination without notice in the case of continuing obligations and the right to contract cancellation in the case of individual orders. The same applies if we believe that there is verifiable circumstantial evidence of infringement of the Minimum Wage Law by the supplier and the supplier does not prove that it observes the requirements of the Minimum Wage Law within a reasonable period.

§ 9 Supplier outsourcing
(1) The supplier is obligated to obtain our approval before commissioning other companies (sub-contractors).
(2) Prior to commissioning a sub-contractor, the supplier is obligated to diligently ascertain that the sub-contractor is not in violation of the provisions of the Minimum Wage Law by non-complying with one of the measures listed in § (2) or that the sub-contractor does not employ any employees in the Federal Republic of Germany. We must be informed in writing of the measures taken in this respect and the extent to which they were taken.
(3) If the supplier engages sub-contractors without our approval, we have the right to terminate the contract without notice.
(4) The supplier indemnifies us from any third-party claims against us, provided these are based on violations by the supplier against its contractual duty to check circumstances regarding sub-contractors according to (2) above.

§ 10 Property rights
(1) The supplier is responsible for ensuring that no third-party rights are violated in connection with its deliveries within the Federal Republic of Germany.
(2) If claims are made against us by a third party for such reasons, the supplier is obligated to indemnify us from these claims upon our first written request; we do not have the right to make any agreements with the third party – without the approval of the supplier – particularly, to enter into a contractual relationship.
(3) The supplier’s obligation to indemnify us applies to all expenses we incur from or in connection with third party claim.
(4) The statue of limitations is ten months as of contract conclusion.

§ 11 Retention of title – Provision – Tools – Confidentiality
(1) If we provide parts to the supplier, we reserve the right of ownership to said parts. Processing or transformation by the supplier is performed on our behalf. If our reserved goods are processed along with other objects not under our ownership, we acquire co-ownership in the new item proportional to the value of our item (purchase price plus VAT) to the other objects processed at the time of processing.
(2) If the item we provided is intrinsically mixed with other items not under our ownership, we acquire co-ownership in the new item proportional to the value of the reserved goods (purchase prices plus VAT) to the other objects mixed at the time of being mixed. If mixing is conducted in a manner that the supplier’s item is regarded as the main item, it is deemed agreed that the supplier assigns us pro rata co-ownership; the supplier keeps the sole ownership or co-ownership for us.
(3) We reserve the right of ownership to tools; the supplier is obligated to only use the tools for the production of the goods we ordered. The supplier is obligated insure our tools against loss due to fire, water and theft for replacement value at the supplier’s expense. The supplier immediately transfers all claims for compensation resulting from this insurance to us; we herewith accept the assignment. The supplier is obligated to conduct all necessary maintenance and inspection work as well as all servicing and repair work on our tools in due time and at its own expense. The supplier must immediately report any disturbances to us; if the supplier culpably fails to do so, claims for damages will remain unaffected.
(4) The supplier is obligated to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with explicit approval. The confidentiality obligation continues to apply after the contract has been carried out; it expires if and to the extent to which the production know-how contained in the illustrations, drawings, calculations and other documents has become generally known.
(5) Insofar as the security interests we are entitled to according to sec. (1) and/or sec. (2) exceeds more than 10% of the purchase price of all of our yet unpaid reserved goods, we are obligated to release security interests of our choice at the request of the supplier.

§ 12 Place of jurisdiction – Place of fulfilment

(1) Our registered office is the place of jurisdiction if the supplier is a merchant; however, we are also entitled to bring action against the supplier at the court of the supplier’s place of residence.
(2) The laws of the Federal Republic of Germany apply; the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(3) Unless otherwise specified in the order, our registered office is the place of fulfilment.

General Terms of Sale:

§ 1 General information – Applicability
(1) Our Terms of Sale apply exclusively; we do not accept the buyer’s terms and conditions which conflict with or deviate from our Terms of Sale unless we explicitly agreed to their validity in writing. Our Terms of Sale also apply when unconditionally delivering to the buyer and we are aware of the buyer’s terms and conditions conflicting with or deviating from our Terms of Sale.
(2) All agreements between us and the buyer for the purpose of fulfilling this contract are stipulated in this contract in writing.
(3) Our Terms of Sale only apply to companies as defined by § 310 (1) of the German Civil Code (BGB).

§ 2 Quotation – Quotation documents
(1) If the order is regarded an offer according to § 145 of the German Civil Code (BGB), we can accept it within 2 weeks.
(2) We reserve all rights of ownership and copyrights to illustrations, drawings, calculations and other documentation. This also applies to written documents marked “confidential”. The buyer must obtain our express written approval before transmitting these to third parties.

§ 3 Pricing – Terms of payment
(1) Unless otherwise specified in the order acknowledgement, our prices are “ex works” and do not include packaging (INCOTERM code “EXW”); it is billed separately.
(2) The prices of our sub-supplier valid at the time of submitting the proposal are decisive for our prices as well as the currency parities and the customs duty/import fees. We reserve the right to change our prices in a reasonable manner if cost reductions or cost increases occur after contract conclusion, particularly due to labour agreements, changes in material prices, price alterations from our sub-suppliers, changes in currency parities and changes in customs duty/import fees. Upon request, we will verify these to the buyer.
(3) Value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(4) Discounts require a separate written agreement.
(5) Unless otherwise stipulated in the order acknowledgement, the net purchase price (without deduction) is due for payment within 30 days as of the invoice date. The statutory regulations apply regarding the consequences of payment default.
(6) The buyer is only entitled to set-off if the buyer’s counterclaims have been established as final and absolute, are undisputed or have been recognized by us. Furthermore, the buyer is only entitled to a right of retention insofar as the buyer’s counterclaim is based on the same contractual relationship.
(7) n/a
(8) n/a
(9) n/a

§ 4 Delivery time
(1) The delivery and service times are regarded as approximate times. The start of the delivery time specified requires the clarification of all technical questions.
(2) Furthermore, compliance with our obligation to deliver requires the buyer’s timely and proper fulfilment of the buyer’s obligation. The right to raise objection to the non-fulfilment of the contract is reserved.
(3) In the event the buyer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the loss we incurred in this respect, including any additional expenses. Any further claims are reserved.
(4) In the event the requirements of sec. (3) apply, the risk of accidental loss or accidental deterioration of the goods purchased is transferred to the buyer at the time the acceptance default or debtor’s delay occurred.
(5) If the underlying purchase contract is a transaction for delivery by a fixed date according to § 286 sec. 2 no. 4 of the Germany Civil Code (BGB) or § 376 of the German Commercial Code (HGB), we are liable in accordance with the statutory provisions. We are also liable according to the statutory provisions if the buyer is entitled to claim the loss of his/her interest in the further performance of the contract as a result of a delay in delivery for which we are responsible.
(6) Furthermore, § 7 applies.

§ 5 Transfer of risk, packaging costs, transit insurance
(1) Unless otherwise specified in the order acknowledgement, delivery “ex works” (INCOTERM code “EXW”) is stipulated.
(2) Transport packaging and all other packaging according to the packaging ordinance will not be taken back; except pallets. The buyer is obligated to arrange for the disposal of packaging at the buyer’s expense.
(3) Where requested by the buyer, we will obtain transit insurance for the delivery; any expenses incurred in this respect are payable by the buyer.

§ 6 Liability for defects
(1) The buyer’s warranty claims require that the buyer properly satisfied his/her duty to inspect and object pursuant to § 377 of the German Commercial Code (HGB).
(2) In the event the item purchased is defective, we are, at our discretion, entitled to supplementary performance by removal of the defects or to supply a new item free from defects. In the event of removal of defects, we are obligated to bear all costs incurred for the purpose of removing the defect, particularly transport, travel costs, labour and material costs, unless these costs are increased due to the item purchased having been moved to a location different from the place of fulfilment.
(3) In the event supplementary performance fails, the buyer is, at his/her discretion, entitled to demand cancellation or a reduction.
(4) Furthermore, § 7 applies.
(5) The statue of limitations for claims for defects is 12 months as of the transfer of risk.
(6) The statute of limitations in the case of a delivery recourse as per §§ 478, 479 of the German Civil Code (BGB) remains unaffected.

§ 7 Joint and several liability
(1) In the case of intent or gross negligence, we are liable for all damages caused by us or our legal representatives or vicarious agents without any restrictions.
(2) In the case of ordinary negligence, we are liable in the event of death, physical injuries or health impairments.
(3) Furthermore, we are only liable insofar as an essential contractual duty was breached. In these cases, liability is limited to compensation for the foreseeable, typical damage.
(2) In the event liability for damages toward us is excluded or limited, the same applies to the personal liability for damages of our employees, representatives, and vicarious agents.
(4) Liability according to the Product Liability Act remains unaffected.
(5) Unless otherwise stipulated above, liability is excluded.

§ 8 Retention of title
(1) We reserve the right of ownership to the item purchased until all payments resulting from the delivery contract have been received. In the event of breach of contract by the buyer, particularly default of payment, we are entitled to take back the item purchased. Taking back the item purchased does not constitute cancellation of contract unless we expressly stated in writing. Our seizure of items purchased always constitutes cancellation of contract. After retrieving the item purchased, we are entitled to utilize it; the proceeds of utilization will be set off against the buyer’s liabilities – minus reasonable utilization costs.
(2) The buyer is obligated to handle the item purchased properly and with care; in particular, the buyer is obligated to adequately insure it against loss due to fire, water and theft at replacement value and at the buyer’s expense. Should maintenance and inspection work be necessary, the buyer is obligated to have this work carried out in due time and at the buyer’s expense.
(3) In the event of seizure or other third party action, the buyer must immediately notify us in writing, so we can take legal action
pursuant to § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to compensate us for court and out-of-court costs of an action pursuant to
§ 771 of the German Code of Civil Procedure (ZPO), the buyer must assume liability for the loss we incurred.
(4) The buyer is entitled to resell the item purchased through proper course of business; however, the buyer already assigns all receivables to us at this time amounting to the final invoice amount (including VAT) of our claim accrued against the buyer’s buyers or third parties from the resale; regardless of whether or not the item purchased was resold without processing or after being processed. Furthermore, the buyer remains authorized to collect this receivable following assignment. This does not affect our right to collect the receivable ourselves. However, we do pledge not to collect the receivable as long as the buyer satisfies his/her payment obligations from the proceeds, is not in payment default and particularly, an application for the initiation of insolvency proceedings has not been filed or payment has been stopped. However, if this is the case, we are entitled to demand the buyer disclose the assigned receivables and the debtors thereof to us and provide all the information required for collection as well as hand over all associated documents and notify the debtors (third parties) of the assignment.
(5) The buyer always performs any processing and transformation of the items purchased on our behalf. If the item purchased is processed along with other objects not under our ownership, we acquire co-ownership in the new item proportional to the value of the item purchased (final invoice amount incl. VAT) to the other objects processed at the time of processing. Moreover, the item produced by processing is subject to the same stipulations as the item delivered with reservation.
(6) If the item purchased is intrinsically mixed with other items not under our ownership, we acquire co-ownership in the new item proportional to the value of the item purchased (final invoice amount incl. VAT) to the other objects mixed at the time of being mixed. If mixed is conducted in a manner so that the buyer’s item is regarded as the main item, it is deemed agreed that the buyer assigns us pro rata co-ownership. The buyer keeps the resulting sole ownership or co-ownership for us.
(7) The buyer also assigns us the claims to secure our claims against the buyer, which arise from the connection of the delivered item to real estate against a third party.
(8) We agree to release the securities we are entitled to at the buyer’s request, insofar as the realizable value of our securities exceeds the receivables to be secured by more than 10%; the securities to be released are selected at our discretion.

§ 9 Court of jurisdiction – Place of fulfilment
(1) Our registered office is the place of jurisdiction if the buyer is a merchant; however, we are also entitled to bring action against the buyer at the court of the buyer’s place of residence.
(2) The laws of the Federal Republic of Germany apply; the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(3) Unless otherwise specified in the order acknowledgement, the place of fulfilment is our registered office.

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