Completion of contract

• These general purchasing conditions exclusively form the basis of the contract between the purchaser and the contractor. General terms and conditions of the contractor are hereby rejected. The general purchasing conditions of the purchaser also apply for all future supplies and other performance of the contractor to the purchaser up to new general purchasing conditions of the purchaser apply.
• Orders, arrangements and alterations are binding only if they are issued or confirmed by the purchaser in writing, by fax or in electronic form.
• Orders and calls for delivery are considered to have been accepted if the contractor does not object to them in writing within one week of receipt. He may only name the client as a reference to third parties with his written consent.
• Cost estimates, initial samples and samples in general are binding and not to be remunerated.

Price

• The agreed prices are fixed prices and are understood – plus the applicable sales tax – at the place of use, duty paid, including packaging and freight costs. If a price “ex works” or “ex warehouse” has been agreed, the client only pays the cheapest freight costs. The contractor bears all costs incurred up to handover to the carrier, including loading and excluding roll money. The type of pricing does not affect the agreement on the place of performance.
• The client reserves the right to accept excess or short deliveries.

Proof of origin, tax-law-related evidence and export restrictions

• Proof of origin requested by the client will provide the contractor with all the necessary information and provide it duly signed and immediately. The same applies to evidence of VAT for deliveries abroad and intra-community deliveries.
• Contractors from Member States of the European Union are obliged to provide the client with long-term supplier declarations in accordance with the applicable European regulation within 30 days of the order acceptance and then within the first two months of each calendar year. If this cannot be done for individual deliveries of goods, corresponding proof of origin must be provided at the latest when the invoice is issued.

Delivery, appointment and delay

• The currently valid versions of our dispatch and transport regulations apply. Each delivery is to be accompanied by a delivery note, clearly stating at our order and article numbers.
• The delivery times must be packed standard commercially and properly. We are entitled to prescribe the type of packaging to the contractor. If we return reusable packing material freight prepaid to the supplier, we shall be credited the value of the packing material.
• Agreed dates and periods shall be binding. The decisive factor for compliance with the delivery date or the delivery period is the receipt of the goods by the client.
• If the contractor has taken over the installation or assembly, the contractor bears all necessary additional costs, such as travel costs, provision of the tool and triggers, subject to deviating regulations.
• In the event of default by the contractor, the client is entitled to 0.5% max. however, to demand 5% of the contract sum as a contractual penalty. Furthermore, the client can also withdraw from the contract and / or demand compensation instead of the performance after setting a deadline. Further statutory claims remain unaffected by this provision. In the event of delay by the contractor, the client itself can perform the unfinished services at the expense of the contractor or have this done by third parties after a reasonable grace period set by the client has expired without result.
• The unconditional acceptance of the delayed delivery or service does not include a renunciation of the claims for compensation due to the client due to the delayed delivery or service; this applies until full payment of the remuneration owed by the client for the delivery or service concerned.
• Force majeure, industrial disputes, fault-free operational disturbances, riots, official measures and other inevitable events entitle the client to withdraw from the contract in whole or in part, provided that they are not of insignificant duration and result in a significant reduction in the client’s needs. If insolvency proceedings against the assets of the contractor or out-of-court settlement proceedings are requested, the client is entitled to withdraw from the contract in whole or in part.

Quality

• The contractor must constantly align the quality of its products to be delivered to the client with the latest technology and advise the client of opportunities for improvement and technical changes.
• The contractor hereby agrees to quality audits to assess the effectiveness of his quality assurance system by the client or by one of these agents, possibly with the participation of the client of the client.

Claim of defect and recourse

• In the event of defects, we are entitled to return the entire delivery. Acceptance is always subject to an inspection for freedom from defects, in particular also for correctness, completeness and suitability. The contractor waives the objection of late notification of defects.
• We generally have the right to choose the type of supplementary performance. The contractor has the right to refuse the type of supplementary performance chosen by us under the conditions of Section 439 (3) BGB.
• If the contractor does not begin the rectification of the defect without delay after being requested by the purchaser to do so, the purchaser is entitled in urgent cases, in particular to avoid acute dangers or greater damage, to carry out these himself, or have them carried out by a third party, at the cost of the contractor.
• Claims for material defects become statute-barred after 24 months, but not before 6 months after the complaint has been made. The limitation period for claims for material defects begins with the delivery of the object of the contract (transfer of risk). The limitation period according to Section 479 BGB remains unaffected.
• In the event of defects of title, supplier shall hold purchaser harmless from any claims arising from third parties. A 10-year statute of limitations applies for defects in title.
• For parts of the delivery that are repaired within the period of limitations for defects of quality, the period of limitations begins to run again with effect from the date at which the contractor has completely fulfilled the claims of the purchaser to subsequent fulfilment.
• If, as a result of defective delivery of the contractual item, we incur costs, particularly transport costs, travel costs, labor costs, material costs or costs for predelivery checks extending beyond the normal scope, the supplier must bear these.
• If we take back products produced and / or sold by us as a result of the defectiveness of the contractual object supplied by the supplier or if the purchase price has been reduced to us or we have been claimed in any other way, we reserve the right of recourse to the contractor, whereby it no deadline is required.
• We are entitled to demand compensation from the supplier for expenses which we had to bear in relation to our client, because the latter has made a claim against us for reimbursement of the expenses required for the purpose of subsequent performance, in particular, transport, infrastructure, labor and material costs.
• Irrespective of the provision in section 6.5, the limitation period in the cases of section. 6.8 and 6.9 at the earliest 2 months after the time in which we have fulfilled the claims against us, but no later than 5 years after delivery by the contractor.
• If a material defect becomes apparent within 6 months of the passing of risk, then it shall be assumed that the defect already existed at the time of the passing of risk, unless this assumption cannot be reconciled with the nature of the material or the defect.
• The contractor is liable for the guarantied quality of deliveries, independent of fault. The limitation period of § 479 applies to such breaches of duty.

Product liability

• If claims concerning product liability are made against us, the contractor undertakes to release us from such claims if and insofar as the damage was caused by a defect in the contractual item delivered by the contractor. In cases of strict liability this shall only apply if the contractor is culpable. In that cases the contractor agrees to pay all costs and expenses, including the costs for a possible prosecution or call-back campaign. Furthermore, the statutory provisions apply.
• The contractor is obliged to maintain adequate insurance cover for the risks for the duration of the supply relationship and to provide proof of this at the request of the client.