Language:Deutsch English Italiano

GTC

General Conditions of Purchase


§ 1 General - Area of Application

(1) Our conditions of purchase shall apply exclusively; we do not recognize condi-tions of the supplier conflicting with or deviating from our conditions of purchase unless we have expressly agreed to their validity in writing. Our conditions of purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge of conditions of the supplier conflicting with or deviating from our conditions of purchase.
(2) All agreements made between us and the supplier for the purpose of executing this contract shall be put in writing in this contract.
(3) Our conditions of purchase shall only apply to entrepreneurs pursuant to § 310 section 1 BGB.

§ 2 Bidding - Bidding Documents
(1) The supplier shall undertake to accept our order within a time limit of 2 weeks.
(2) We shall reserve property rights and copyrights for illustrations, drawings, calculations and other documents; they must not be made accessible to third parties unless we have expressly agreed to this in writing. They shall be used exclusively for the production based on our order; after processing our order, they shall be returned to us without special request. They shall be kept secret towards third parties, in this respect, the regulation of § 9 section
(4) shall apply additionally.

§ 3 Prices - Conditions of Payment
(1) The price stated in the order shall be binding. For lack of any deviating agreement in written form, this price shall include free delivery including packaging. Packaging may only be returned if special agreements have been made.
(2) The price includes statutory value-added tax.
(3) Invoices can only be processed if - according to the provisions in our order - the order number stated there is mentioned; the supplier shall be responsible for all consequences resulting from non-compliance with this obligation, unless he proves that he is not responsible for it.
(4) Unless agreed otherwise in writing, we shall pay the purchase price within a time limit of 14 days upon delivery and receipt of the invoice with a discount of 2%, or within 30 days upon receipt of the invoice net.
(5) We shall be entitled to the statutory rights of offsetting and retention to their full extent of the law.

§ 4 Time of Delivery
(1) The time of delivery stated in the order shall be binding.
(2) The supplier shall undertake to inform us immediately in writing if circumstances occur or become known to him that may result in the stipulated time of delivery not being able to be observed.
(3) In the case of default in delivery we shall be entitled to the statutory claims. In particular, we shall be entitled to claim compensation for damages instead of performance and rescission after a reasonable grace period has expired without any results. Should we claim compensation for damages, the supplier shall be entitled to prove that he is not responsible for this breach of duty.

§ 5 Passing of Risk - Documents
(1) If not agreed otherwise in written form, the delivery shall take place free of charge.
(2) The supplier shall undertake to state our order number on all shipping documents and delivery notes exactly; should he fail to do so, we shall not be responsible for any delays in the processing.

§ 6 Examination for Defects - Liability for Defects
(1) We shall undertake to examine the goods for possible variations in quality and quantity within a reasonable time period; notice of defects shall be considered in time if the supplier receives it within a time limit of 5 working days upon receipt of the goods or, in the case of hidden defects, upon discovery.
(2) We shall be entitled to the statutory claims for defects to their full extent; in any case, we shall be entitled to request, at our discretion, remedy of defects or delivery of new goods from the supplier. The right to compensation for damages, in particular the right to compensation for damages instead of performance shall remain reserved explicitly.
(3) We shall be entitled to remedy defects ourselves at the cost of the supplier in the event of imminent danger or of exceptional urgency.
(4) Should we supply components of the products/services obtained from third par-ties, and should these components be delivered to the supplier directly by these third parties, then the supplier is obligated to examine the goods delivered to him within a reasonable time period for variations in quality and quantity and to notify us of the defects at the latest within 5 working days upon receipt of the goods, or, in the case of hidden defects, upon discovery.
(5) The limitation period shall be 36 months, starting from the passing of risk.

§ 7 Product Liability - Indemnity - Liability Insurance Coverage
(1) Insofar as the supplier is responsible for a product damage, he shall be obligated to indemnify us from claims for damages of third parties upon our first request insofar as the cause lies within his area of control and organization and as he is liable himself to third parties.
(2) Within the scope of his liability for damages in the sense of section (1), the supplier shall also be obligated to reimburse any possible expenses pursuant to §§ 683, 670 BGB as well as pursuant to §§ 830, 840, 426 BGB that result from any product recall carried out by us or that are incurred in relation to any such action. We shall inform the supplier - as far as possible and reasonable - about contents and scope of the product recall measures to be carried out and give him the opportunity to make statements. Any other statutory claims shall remain unaffected.
(3) The supplier shall undertake to maintain a product liability insurance with a coverage of € 10 million per personal injury/damage to property - as a lump-sum; should we be entitled to further claims for damages, they shall remain unaffected.

§8 Minimum Wage
(1) The supplier covenants with regard to its employees employed in the Federal Republic of Germany that the supplier will not violate the regulations of the MiLoG (German Minimum Wage Act). The supplier shall indemnify us against any and all third-party claims asserted against us, provided that they are based on violations of the MiLoG by the supplier.
(2) Within three weeks upon any conclusion of contract and without having to be requested to do so, the supplier commits itself to submit to us clearance certificates of the health insurance entities where one or several of the employees the supplier employs in the Federal Republic of Germany are insured. Alternatively, the supplier is allowed upon consultation with us to allow us inspecting its wage accounting or to submit an up-to-date and comprehensive audit report of an audit firm.
(3) If within the deadline set forth in paragraph 2 above the supplier fails to submit the clearance certificates of the health insurance entities for the employees the supplier employs in the Federal Republic of Germany and if the supplier does not take any alternative steps as provided in paragraph 2 above, either, then – in case of continuing obligations – we have the right to terminate with immediate effect and – in case of individual orders – the right to rescind the contract. The same applies if from our point of view there are indications in the sense of an objectifiable prima facie evidence of violation of the MiLoG by the supplier and the supplier fails to prove within a reasonable period of time that it complies with the requirements of the MiLoG.

§9 Contracting of Subcontractors by the Supplier
(1) The supplier commits itself to obtain our consent prior to contracting any other undertakings (subcontractors).
(2) The supplier commits itself prior to the contracting of a subcontractor to make sure in a scrupulous manner by applying any of the steps listed in sec. 8 para. 2 above that the subcontractor too does not violate the provisions of the MiLoG and/or that the subcontractor does not employ any employees in the Federal Republic of Germany. A written report shall be delivered to us showing which steps were taken in this respect and to what extent.
(3) If the supplier should contract subcontractors without our consent, we have the right to terminate the contract with immediate effect.
(4) The supplier shall indemnify us against any and all third-party claims asserted against us, provided that they are based on the supplier’s culpable violation of its contractual duty to supervise the subcontractor pursuant to (2) above.


§ 10 Industrial Property Rights
(1) The supplier shall vouch for not violating any third party's rights within the area of the Federal Republic of Germany in connection with his delivery.
(2) Should we be claimed against by a third party in this regard, the supplier shall be obligated to indemnify us from these claims upon our first request; we shall not be entitled to make any kind of arrangements with this third party, in particular, to conclude a settlement, without the supplier's consent.
(3) The supplier's indemnity obligation shall apply to all expenses that we necessarily incur from or in connection with the claims by a third party.
(4) The limitation period shall be ten years, starting from the conclusion of this con-tract.

§ 11 Retention of Title - Supply - Tools - Confidentiality
(1) Insofar as we supply the supplier with components, we shall reserve our title to them. Any processing or transformation by the supplier shall be carried out on our behalf. Should our goods which are subject to retention of title be processed with other objects that we do not own, we shall acquire joint ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed objects at the time of the processing.
(2) Should the item provided by us be mixed inseparably with other objects that we do not own, we shall acquire joint ownership of the new item in the ratio of the value of the item which is subject to retention of title (purchase price plus VAT) to the other mixed objects at the time of the mixing. Should the mixing be carried out in such a way that the item of the supplier has to be regarded as the main item, it shall be deemed agreed that the supplier shall proportionately transfer co-ownership to us; the supplier shall hold sole ownership or joint ownership on our behalf.
(3) We shall reserve our title to tools; the supplier shall be obligated to use the tools exclusively for the production of the goods ordered by us. The supplier shall be obligated to insure the tools that we own at their replacement value against damages caused by fire, water or theft at his own expense. At the same time, the supplier shall already now transfer all claims for compensation arising from this insurance to us; we hereby accept this transfer. The supplier shall undertake to have any possibly necessary servicing and inspection works as well as all maintenance services and repairs carried out at his own expense and in due time. He shall notify us of any possible malfunctions immediately; should he culpably fail to do so, claims for damages shall remain unaffected.
(4) The supplier shall undertake to keep all illustrations, drawings, calculations and other documents and information he receives strictly confidential. They may only be disclosed to third parties with our express consent. This confidentiality agreement shall also remain valid after the winding up of this contract; it lapses when and insofar as the production know-how contained in the provided illustrations, drawings, calculations and other documents has become common knowledge.
(5) Should the security interests we are entitled to pursuant to section (1) and/or section (2) exceed the purchase price of all of our goods which are subject to retention of title by more than 10%, we shall undertake to release the security interests upon request of the suppliers at our own discretion.

§ 12 Place of Jurisdiction - Place of Performance
(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall be entitled to sue the supplier at the court of his domicile, too.
(2) The laws of the Federal Republic of Germany shall apply; the UN CISG (United Nations Convention on Contracts for the International Sale of Goods) shall be excluded.
(3) Unless otherwise specified in the order, our place of business shall be the place of performance.

General Conditions of Sale

§ 1 General - Area of Application
(1) Our conditions of sale shall apply exclusively; we do not recognize conditions of the purchaser conflicting with or deviating from our conditions of sale unless we have expressly agreed to their validity in writing. Our conditions of sale shall also apply if we carry out the delivery to the purchaser without reservation in the knowledge of conditions of the purchaser conflicting with or deviating from our conditions of sale.
(2) All agreements made between us and the purchaser for the purpose of exe-cuting this contract shall be put in writing in this contract.
(3) Our conditions of sale shall only apply to entrepreneurs pursuant to § 310 section 1 BGB.


§ 2 Bidding - Bidding Documents
(1) If the order is to be qualified as a bid pursuant to § 145 BGB, we can accept it within 2 weeks.
(2) We shall reserve property rights and copyrights for illustrations, drawings, calculations and other documents. This shall also apply to such documents that are marked as "confidential". Before the purchaser hands them over to third parties, he shall need our express written consent.

§ 3 Prices - Conditions of Payment
(1) If not specified otherwise in the order confirmation, our prices shall be quoted "ex works", exclusive of packaging (INCOTERM Code „EXW“); packaging shall be invoiced separately.
(2) Our sub-suppliers' prices that are valid at the time the bidding is submitted as well as currency parities and customs/import duty are decisive for our prices. We shall reserve the right to change our prices adequately if cost reductions or cost increases occur after the conclusion of the contract, in particular because of collective labor agreements, material price alterations, alterations in the prices of our sub-suppliers, changes of currency parities and changes of customs/import duty. We shall substantiate this to the purchaser upon request.
(3) Statutory value-added tax shall not be included in our prices; it shall be stated separately in the invoice in its statutory amount on the day the invoice is issued.
(4) The deduction of discount shall require a separate written agreement.
(5) Unless stated otherwise in the order confirmation, the purchase price shall be due for payment net (without any deductions) within 30 days as from the invoice date. The statutory regulations regarding the consequences of default of payment shall apply.
(6) The purchaser shall only be entitled to the rights of offsetting if his counter-claims have been finally established, are uncontested or recognized by us. In addition, he shall be entitled to exercise his right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 4 Time of Delivery
(1) Times of delivery and performance shall only be regarded as approximations. The start of the time of delivery indicated by us requires the clarification of all technical questions.
(2) Compliance with our delivery obligation furthermore requires the compliance with the purchaser's obligation in time and in due form. The defense of non-performance of the contract shall remain reserved.
(3) Should the purchaser fall in default of acceptance or should he culpably violate other obligations to co-operate, we shall be entitled to claim compensation for the damage we incur in this respect including any possible additional expenses. Further claims shall remain reserved.
(4) If the prerequisites of section (3) are at hand, the risk of accidental loss or accidental deterioration of the purchased goods shall be transferred to the purchaser at the moment he falls into default of acceptance or default of the debtor.
(5) We shall be liable in accordance with the statutory regulations as far as the underlying sales contract is a transaction to be delivered by a fixed date in the sense of § 286 section 2 number 4 BGB or of § 376 HGB. We shall also be liable in accordance with the statutory regulations if the purchaser is entitled to claim that his interest in a further fulfillment of the contract has ended as a consequence of a delay in delivery that we are responsible for.
(6) For the rest, § 7 shall apply.

§ 5 Passing of Risk, Packaging Costs, Transport Insurance
(1) Unless indicated otherwise in the order confirmation, delivery shall be agreed "ex works" (INCOTERM Code „EXW“).
(2) With the exception of pallets, transport packaging and all other kinds of pack-aging in accordance with packaging regulations shall not be taken back. The purchaser shall undertake to arrange for the disposal of the packaging at his own expense.
(3) We shall cover the delivery by means of a transport insurance if the purchaser wishes; the purchaser shall bear the costs arising in this regard.

§ 6 Liability for Defects
(1) The purchaser's claims for defects require him to have complied with his obligations of examination and notice of defects in accordance with § 377 HGB in due form.
(2) If a defect of the purchased goods is at hand, we shall be entitled, at our own discretion, to supplementary performance in the form of a remedy of defects or to the delivery of a new item without any defects. In the case of remedy of defects, we shall be obligated to bear all expenses necessary for the remedy of defects, in particular costs for transport, infrastructure, personnel and material, as far as these costs do not increase due to the purchased items having been transported to a place other than the place of performance.
(3) If the supplementary performance fails, the purchaser shall be entitled to claim, at his discretion, rescission or reduction.
(4) For the rest, § 7 shall apply.
(5) The limitation period for claims of defects shall be 12 months, starting from the passing of risk.
(6) In the case of delivery recourse pursuant to §§ 478, 479 BGB, the limitation period shall remain unaffected; it covers a period of five years as from the de-livery of the defective item.

§ 7 Total liability
(1) In the cases of willful intent or gross negligence, we shall be liable without limitations for all damages caused by us or our legal representatives or vicarious agents.
(2) In the case of slight negligence, we shall be liable without limitations in the event of injury to life, limb or health.
(3) For the rest, we shall only be liable if an essential contractual obligation has been breached. In these cases, liability is limited to the replacement of the predictable, typical damage.
(2) Insofar as the liability for damages against us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, members of staff, representatives and vicarious agents.
(4) Liability in accordance with the Product Liability Act shall remain unaffected.
(5) Unless arranged otherwise above, liability shall be excluded.

§ 8 Retention of Title
(1) We shall reserve our title to the purchased items up to the receipt of all pay-ments based on the delivery contract. In the event of breach of contract of the purchaser, in particular in the case of default of payment, we shall be entitled to take back the purchased items. Our taking back the purchased items shall not constitute a rescission of the contract unless expressly declared before-hand in writing. Our seizing the purchased items shall always constitute a re-scission of the contract. After taking back the purchased items, we shall be entitled to utilize them. The proceeds of such utilization - after the deduction of reasonable utilization costs - shall be allowed as credit against the purchaser's liabilities.
(2) The purchaser shall undertake to treat the purchased items with care; in par-ticular, he shall undertake to insure them at their replacement value against damages caused by fire, water or theft at his own expense. As far as servicing and inspection works are necessary, the purchaser shall undertake to have them carried out at his own expense and in due time.
(3) In the events of seizures or other interventions by third parties, the purchaser shall inform us immediately and in writing so that we can file suit in accord-ance with
§ 771 ZPO. As far as this third party is unable to reimburse us for the judicial and extrajudicial costs of a suit pursuant to
§ 771 ZPO, the purchaser shall be liable for the incurred shortfall.
(4) The purchaser shall be entitled to resell the purchased items in the regular course of business; however, he shall already now assign to us all claims in the amount of the invoiced amount of our claim (including VAT) which accrue to him against his buyers or third parties from resale, independently of whether the purchased items were processed or unprocessed at the time they have been resold. The purchaser shall remain authorized to collect these receivables even after the transfer of the claim. Our authorization to collect these receivables ourselves shall remain unaffected hereof. However, we shall undertake to refrain from collecting these receivables as long as the purchaser meets his payment obligations from the collected proceeds, does not fall into default of payment and, in particular, as long as no petition to institute bankruptcy, settlement or insolvency proceedings has been filed and payments have not been suspended. If, however, this is the case, we may request that the purchaser disclose the assigned claims and their debtors to us, provide all information necessary for collection, hand over the corresponding documents and notify the debtors (third parties) of the assignment.
(5) Any processing or transformation of the purchased goods by the purchaser shall always be carried out on our behalf. Should the purchased goods be processed with other objects that we do not own, we shall acquire joint ownership of the new item in the ratio of the value of the purchased items (invoiced amount including VAT) to the other processed objects at the time of the processing. For the rest, the same shall apply for the items generated by the processing as for the purchased items delivered under reserve.
(6) Should the purchased items be mixed inseparably with other objects that we do not own, we shall acquire joint ownership of the new item in the ratio of the value of the purchased items (invoiced amount including VAT) to the other mixed objects at the time of the mixing. Should the mixing be carried out in such a way that the item of the purchaser has to be regarded as the main item, it shall be deemed agreed that the purchaser shall proportionately transfer co-ownership to us. The purchaser shall hold sole ownership or joint ownership on our behalf.
(7) To secure our claims against him, the purchaser shall also assign those claims to us that accrue to him against a third party from the connection of the purchased items with a real property.
(8) Should the realizable value of our securities exceed the claims to be secured by more than 10%, we shall undertake to release the security interests we are entitled to upon request of the purchaser; the selection of the securities to be released shall be carried out by us.

§ 9 Place of Jurisdiction - Place of Performance
(1) If the purchaser is a merchant, our place of business shall be the place of jurisdiction; however, we shall be entitled to sue the purchaser at the court of his domicile, too.
(2) The laws of the Federal Republic of Germany shall apply; the UN CISG (Unit-ed Nations Convention on Contracts for the International Sale of Goods) shall be excluded.
(3) Unless otherwise specified in the order confirmation, our place of business shall be the place of performance.