Conditions of purchase

Version: 01.07.2019

1. Scope
1.1 Our Conditions of Purchase apply exclusively. Supplier terms opposed to or deviating from our Conditions are not accepted. Any conditions which deviate from these Conditions shall only be valid if we provide written confirmation of this.

1.2. Our Conditions of Purchase shall also apply for all future business with the supplier.

2. Conclusion of a contract / amendment of a contract / reservation of title
2.1. The supplier must adhere precisely to the enquiry in the quotation and shall explicitly point out any deviations. Precontractual expenses incurred by the supplier, in particular the preparation of the quotation, shall be free of charge.

2.2. Verbal agreements require written confirmation in order to be binding. Amendments and supplements must be also be in writing. This also applies to any waiver of this written form requirement itself.

2.3. Our order shall be confirmed by the supplier i writing within 14 days. Otherwise, we shall no longer be bound to our order.

2.4. Within reasonable limits, we may require from the supplier changes to the scope of delivery/service provision in terms of the construction, design and quantities ordered. The effects, in particular with regard to the additional and lower costs and the delivery date, shall be taken into consideration to an appropriate extent. Increased and decreased quantities shall be invoiced in accordance with the price agreement that has been concluded.

2.5. Any material we provide to the supplier for processing within the framework of an order remains our property. Processing takes place to the exclusion of the acquisition of property pursuant to Section 950 BGB (German Civil Code). The supplier shall retain the material for us with the diligence of a prudent business person and undertakes to inform us without undue delay in the event a third party pursues enforcement in our material.

3. Obligations of the supplier with regard to the nature, scope, location and time of its services
3.1. The delivery/service is to be provided free of material defects and defects in title.
With respect to the delivery/service, the supplier shall comply with the acknowledged rules of technology, the safety directives and the agreed technical data.

3.2. The supplier confirms that the object of the service/delivery is free of any rights of third parties.

3.3. The delivery/service is to be provided at the location specified by us (place of fulfilment). In the event of delivery/provision without installation or assembly, the delivery/provision shall take place at the location specified by us within normal working hours in according with the instructions and shall be protected from any accidents. In the event of delivery with installation or assembly, a trial operation without any problems must be carried out in our presence. After acceptance of the delivery/provision by us or by a representative or after trial operation without any problems, the risk shall pass to us (transfer of risk). This also applies to cases in which we require shipment of the goods/services that have been ordered to a location that differs from the place of fulfilment. Details of the dispatch shall be provided on the dispatch date, including the date of the order and the order reference. Partial and remaining deliveries shall be marked as such.

3.4. The delivery lead time detailed in the order is fixed and the deadline for this must therefore be observed. Observance of the deadline shall be determined by the point in time at which the goods are received at the location of which details were provided and the service is accepted, e.g. after trial operation.
If the supplier recognises that it is not possible to fulfil the order by the deadline in part or in full, the supplier shall inform us of this without undue delay, providing us with details of the reason for this and the expected duration of the day.

3.5. A delivery note that includes precise details regarding the quantity, type, weight, size etc. must be affixed to all deliveries.

3.6. The supplier shall provide us with 3 copies of all invoices immediately after delivery, order number

4. Inspection / notice of defects
4.1. Our obligation to inspect goods and provide notice of defects begins on receipt of the delivery at the location of which details were provided and when we are in possession of a delivery note that complies with the requirements. In the event of delivery with installation or assembly, the obligation to inspect the goods only begins at the point in time of acceptance (after trial operation without any problems).

4.2. When determining the scope of the delivery/service, the quantities, contents and unit quantities recorded by us shall be decisive. In the event of discrepancies with weight, only weights recorded by our professional master weighers or those appointed by us shall be binding.

4.3. The deadline by which to provide notice of any defects shall be 2 weeks from the point in time of discovery. Sending notification to the supplier in a timely manner shall be sufficient to constitute observance of the deadline. In the case of drop shipments, the deadline by which to provide notice of any defects shall begin at the point in time at which the recipient of the goods/services provides us with notification of the defect.

5. Prices / payments
5.1. The prices that have been agreed are quoted as net, fixed prices at the location specified by us, including packaging, assembly and other expenses, as well as costs for material inspections and the provision of any relevant test certificates insofar as testing has been agreed or is standard. In the event of any assembly services that are to be remunerated separately, specific proof of the nature and scope thereof is to be provided.

5.2. We pay the purchase price within 14 days of delivery/service provision and receipt of the invoice at a rate of 3% discount or within 60 days of receipt of the invoice net.

5.3. Our payments do not constitute acceptance, in particular with regard to the conditions and prices of the supplier and the nature and scope of its service provision.

5.4. The place of fulfilment for our payments shall be the registered office of the party that placed the order.

6. Defect rights / liability / rescission of sale
6.1. We shall be entitled to the statutory defect claims without restriction. Should we be obliged to set deadlines for the assertion of claims for rescission of sale, price reduction or compensation for damages, a period of 2 weeks for doing so shall be deemed appropriate. Should we demand compensation, entitlements to require performance shall only expire after payment of the compensation.

6.2. The statutory provisions apply with regard to the limitation period for defect claims. This period begins at the point in time of the transfer of risk in accordance with 3.3., on discovery of the defect in the event of hidden defects, on notification of the defect by the recipient of the goods/services in the event of drop shipments.

6.3. In the event of delivery outside normal working hours or to a location other than the location agreed, the supplier shall reimburse us for any extra costs incurred.

6.4. In the event of a delay in delivery, we shall be entitled to demand lump sum damages for delay in delivery until the final payment in the amount of 2% of the gross order value per full week of delay, however not amounting to more than 10% of the gross order value. The supplier shall have the right to furnish us with proof that the delay either resulted in no damages or significantly smaller damages. This shall not affect the assertion of further damages, taking into account the lump sum for the delay paid by the supplier, nor our right to demand compensation for damages or withdraw from the contract.

6.5. In the case of successive deliveries, if a partial delivery is not delivered by the deadline or is defective, we shall be entitled to withdraw from the contract and demand compensation. If the supplier ceases to make payments or insolvency proceedings are filed against its assets or similar insolvency proceedings take place out of court, we shall be entitled to withdraw from the contract for the part of the contract that has not been fulfilled or to
Require the provision of a performance bond/warranty bond by a major German bank. The supplier shall compensate for any damages incurred by us in the event of rescission.

6.6 The supplier shall indemnify us against any third-party claims arising from the infringement of the rights of such third party in connection with the supplier’s delivery/provision.

6.7. The supplier shall be liable for its own negligence, as well as that of its vicarious agents, without limitation in accordance with the statutory provisions.

6.8. All instances of force majeure and all industrial action shall release us from our obligation to perform for the duration of such events, whereby we shall have the right to withdraw from the contract at our discretion.

7. Assignment of claims / performance
7.1. The supplier may only assign its claims against us with our written consent.

7.2. In principle, the supplier shall be obliged to fulfil the contract personally. Our written consent is required to transfer its obligation to perform to a third party.

8. Offsetting
8.1. With all claims, regardless of the type, we shall be entitled to – offset against all claims the supplier has against us and against companies affiliated with us within the meaning of the Public Companies Act (Aktiengesetz), even if the maturity of the claims varies, insofar as the supplier is aware that the company in question is an affiliated company.

8.2. The supplier shall only be entitled to offset if its counterclaims have been established to be legally valid or are undisputed.

9. General provisions
9.1. The supplier undertakes to maintain confidentiality with regard to all commercial or technical details that are not in the public sphere and of which it becomes aware via the business relationship and to refrain from making such details accessible to third parties. The supplier shall ensure that its subcontractors are also required to maintain confidentiality.

9.2. The data arising from the contractual relationship shall be stored and used pursuant to Section 28 BDSG.

9.3. Should individual parts of the contract or individual provisions of these Conditions be invalid, this shall not affect the validity of the contract or these Conditions.

9.4. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

9.5. The place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship shall be the registered office of the party that places the order.

9.6. In principle, the supplier shall be responsible for the accuracy of the invoices it issues with regard to VAT laws.