TERMS OF PURCHASE
- 1 Validity
Our terms of purchase and ordering below exclusively apply for our orders. Different terms on the supplier’s part shall only apply subject to our written consent to the same. Our terms shall also apply if we accept the delivery unconditionally with knowledge of opposing terms or terms different from our own on the supplier’s part. Insofar as we have communicated the terms of purchase and ordering to a supplier during the current business year, they shall also apply if we make an enquiry without express inclusion of the terms of purchase and ordering.
- 2 Contract conclusion
(1) Order placement and acceptance in addition to modifications and amendments thereof require being in text form (fax or email) or in writing. Verbal subsidiary agreements on contract conclusion shall only be valid subject to their confirmation by us by fax, email or in writing; this shall also apply to contractual amendments after contract conclusion.
(2) Each order is to be confirmed immediately by fax, email or in writing, reiterating our complete order data and indicating the price and delivery time. If the confirmation is not forwarded to us within 10 working days following the day of ordering, we shall be entitled to cancel the order.
- 3 Shipping
(1) Delivery items are to be properly packed and shipped. Packaging and shipping specifications are to be complied with. In particular, the supplier must pack, label and ship hazardous products according to the pertinent national and international regulations.
(2) The supplier must send us a shipping note including our complete order data on the day of shipping at the latest. Packing slips and invoices are not regarded as shipping notes.
(3) A delivery voucher including our complete order data is to be enclosed with each delivery, bearing in particular the specific quantity of the delivered materials in addition to the number of the order.
(4) Extra charges accruing to us as a result of failure to observe the above regulations shall be down to the supplier.
- 4 Prices and terms of payment
(1) The prices established in the orders are fixed prices and contain all the ancillary services required for performance of the contract (e.g. transport and shipping costs, packaging, insurance and appraisal costs).
(2) Invoices are to be forwarded in duplicate only immediately after dispatch of the goods. The invoice must reproduce our complete order data.
(3) We shall pay at our option either within 14 days less 3% discount or within 30 days net; payment deadlines commence as and from effective delivery and in case of service contracts on acceptance and receipt of a proper invoice. Payment will be made promptly if the bank is instructed to effect payment on the last day of the period reckoned according to these terms.
(4) COD consignments will not be honoured.
(5) Payment does not constitute recognition of conditions and prices or freedom from defects of the delivery or service.
(6) We are entitled to offsetting and retention rights within the limits of the law.
- 5 Transfer of risk
Delivery is to be made free to the door unless otherwise agreed. The supplier shall always bear the risk of accidental loss and deterioration until handing over of the goods to us. This shall also apply in case of a separate agreement concerning payment of the transport costs.
- 6 Force majeure
Force majeure in addition to all other events that bring about cessation or a not merely insignificant restriction of our business, such as for instance war, unrest, confiscation and other official measures, strikes, lockouts, lack of employees, fire damage, natural events, traffic disturbances, inadequate provision of railway wagons in addition to extraordinary changes in the market shall entitle us to appropriately postpone acceptance or withdraw from the contract. The supplier cannot derive any claims for compensation for damages from the above. In case of postponement of acceptance, the supplier may on his part withdraw from the contract after setting an appropriate deadline period.
- 7 Delivery time, notification in case of disturbances in delivery
(1) The delivery time indicated in the order shall be binding. Advance deliveries and partial deliveries are only permissible subject to our prior consent.
(2) The supplier shall undertake to inform us immediately in writing, indicating the reasons for and anticipated duration of the delay, if circumstances occur or become known to the supplier resulting in inability to comply with the agreed delivery time.
(3) We shall be entitled to the statutory claims in case of delayed delivery. We shall be entitled in particular to demand compensation in lieu of the service if an appropriate period has elapsed without effect. In the event that we demand compensation for damages, the supplier shall be entitled to prove to us that the breach of duty was beyond his control.
(4) In case of violation of the duty to notify according to para. (2), we shall be entitled to withdraw from the contract and/or demand compensation for damages.
- 8 Claims for defects
(1) We shall undertake to inspect the goods for any discrepancies in quality or quantity within an appropriate period; the notice of defects considered timely provided it is forwarded within a period of 10 working days, calculated as and from goods reception or as and from discovery in case of concealed defects.
(2) We shall be entitled to the statutory claims for defects without curtailment; in all cases, we shall be entitled to demand that the supplier eliminate the defect or deliver a new item, at our option. In the event of supplementary performance owing to defective goods or defective service, the supplier shall undertake to bear all the expenditure necessary for the purpose of defect elimination or replacement delivery or new manufacture. The right to compensation for damages instead of the service is expressly reserved.
(3) We shall be entitled to perform defect elimination ourselves at the supplier’s expense in case of imminent risk or if particular urgency exists.
(4) The limitation period for claims for defects is 36 months calculated as and from transfer of risk.
- 9 Product liability
The supplier shall undertake to release us from third party claims for damages asserted against us owing to an item of goods defectively supplied by the supplier.
- 10 Drawings, documents
(1) Drawings and samples provided by us shall remain our property.
(2) We are entitled to the sole copyrights over the documents made available by us; consequently, they must not be disclosed to third parties and must be returned to us in each case without being requested to do so immediately after completion of the assignment.
- 11 Secrecy
The supplier shall undertake to treat all the confidential information received from us, particularly contractual terms, technical or commercial data, samples and drawings, etc. with strict secrecy. Confidential information of this kind may neither be copied or disclosed to third parties without our consent. This shall not apply to information that is already part of the public domain or which becomes known without any infringement of a duty of non-disclosure. The confidential information may only be used for execution of the assignment and is subsequently to be either returned immediately or destroyed, at our option. The supplier is in particular not entitled to use the information obtained from us for applying for own industrial property rights or use it commercially in any other way. Any infringements of these obligations shall compel the supplier to compensate us for the damage arising and shall entitle us to withdraw in whole or in part from the contract.
- 12 Third party rights, industrial property rights
(1) The supplier shall be liable for ensuring that the delivered goods or performed work are free from third party rights and in particular do not infringe industrial property rights. In the event of a third party claim against us owing to infringement, the supplier shall undertake to release us from these claims at the first written request to do so.
(2) If third party rights exist over the delivered goods or performed work, we shall be entitled to all statutory claims against the supplier.
- 13 Protective regulations
The supplier shall undertake to comply with the pertinent laws, particularly the regulations concerning performance of hazardous goods transports, accident prevention and environmental protection in addition to decrees of public authorities.
- 14 Prohibition of assignment
(1) The supplier is not entitled to assign rights and/or duties arising from the contract to third parties without our written consent.
(2) The supplier may only offset undisputed claims or claims established with force of law against our claims.
- 15 Applicable law, place of performance, place of jurisdiction
(1) German Law shall apply with exclusion of UN purchase law.
(2) The place of performance for all duties of the supplier is the shipping address indicated in the order. If a shipping address is not indicated, the address of the respective customer shall be considered the place of performance.
(3) The place of performance for payments is 74939 Zuzenhausen.
(4) The sole place of jurisdiction for disputes between the contractual parties is Sinsheim. We nevertheless reserve the right to apply to any legally competent court.
- 16 Severability clause
Should any provision of these terms of business or a provision within the context of other agreements prove or become invalid, the validity of the contract and the remaining agreements shall not be affected.
translation for information purposes
Last revised June/2010