General Terms and Conditions of Purchase
General - Scope of application
- Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
- All agreements made between us and the supplier for the purpose of executing this contract upon conclusion of the contract shall be set down in writing in this contract. Our employees are not authorized to make verbal agreements deviating from the written contract.
Offer - Confidentiality
- We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our expressed written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being requested. They must be kept secret from third parties. The obligation to maintain secrecy shall not apply if and to the extent that the information has become generally known without a breach of secrecy obligations or has to be disclosed due to a court or official order.
Prices - terms of payment
- The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. The return of packaging requires special agreement.
- We pay, unless otherwise agreed in writing within 30 days after delivery.
- The delivery time stated in the order is binding and refers to the provision of the goods..
- The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the stipulated delivery time cannot be met. In the event of a delay in delivery, we shall be entitled, in addition to the statutory claims, at our discretion to set off against the price 1% of the order value of the goods affected by the delay for each week of the delay, subject to proof of greater damage.
- In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled - after the fruitless expiry of a reasonable period of grace, insofar as the setting of a period of grace is not dispensable under the statutory provisions - to demand damages in lieu of performance and rescission. If we demand compensation, the supplier shall have the right to prove to us that he is not responsible for the breach of duty.
Transfer of risk
Unless otherwise agreed in writing, delivery shall be made free domicile. The risk of accidental loss or accidental damage of the goods shall pass to us upon handover at the place of destination. The statutory provisions in the event of default of acceptance shall remain unaffected.
Defect inspection - liability for defects
- We are obliged to inspect the goods for any deviations in quality and quantity within a reasonable period of time.
- We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
- The period of limitation is 36 months, calculated from the transfer of risk. The statutory limitation provisions in the case of supplier recourse shall remain unaffected.
Product liability - Indemnification - Liability insurance coverage
- Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties insofar as the cause lies within its sphere of control and organization and it is itself liable in relation to third parties.
- Within the scope of his liability for cases of damage within the meaning of paragraph (1), the supplier shall also be obliged to reimburse any expenses arising from or in connection with a recall campaign carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Other legal claims shall remain unaffected.
- The supplier undertakes to maintain a product liability insurance with a lump sum coverage of € 10 million per personal injury/property damage; if we are entitled to further claims for damages, these shall remain unaffected.
- The supplier undertakes to deliver the goods free of third party rights.
- If a claim is made against us by a third party on the basis of one of its rights, the supplier shall be obliged to indemnify us against such claims. This shall not apply if the supplier is not responsible for the infringement of rights and should not have been aware of it at the time of delivery if commercial care had been exercised. We are not entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement.
- The supplier's obligation to indemnify refers to all expenses necessarily incurred by us from or in connection with the claim by a third party.
Retention of title - Provision - Tools
- Insofar as we provide parts to the supplier, we shall retain title thereto. Processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
- If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it shall be deemed agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall keep the sole ownership or the co-ownership for us.
- We retain title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier shall be obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.
Jurisdiction - Place of performance
- If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of residence.
- Unless otherwise stated in the order, our registered office shall be the place of performance.
- Our contractual relationship with the supplier shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Should any of the aforementioned provisions of these General Terms and Conditions of Purchase be void, ineffective or unenforceable for any reason, the validity of the remaining provisions and the underlying contract shall not be affected thereby.
In this case, the statutory provisions shall apply in place of the invalid or unenforceable provisions.