Conditions of Purchase
1. Scope
Our conditions of purchase are valid exclusively and for all future legal relationships to the supplier. Conditions which do not stand in the way of them or different conditions of the supplier are not accepted, even if we do not contradict them. That is also valid for commercial letters of acknowledgment if they refer to different General Standard Terms and Conditions of the supplier.
2. Conclusion
2.1 Only orders and agreements given in writing are binding.
2.2 The supplier is obliged to confirm the order immediately. If the acceptance of order has not been received by us within ten working days after the order date we are entitled to revoke the order without any claims of the supplier.
3. Order numbers and item numbers
3.1 The correspondence which is connected with the order takes place exclusively with the purchasing department by giving of the order number. In confirmations, invoices, delivery notes and other correspondence are to be given always our order number and our item number.
3.2 Invoices of the supplier which do not fulfil the conditions of paragraph (1) are valid as not drawn up. The invoice is only valid as drawn up if the supplier has made up for the fulfilment of all conditions. The customer once only to point out to the supplier that he has to make up these conditions.
4. Supply and reservation of ownership
4.1 The supplier is obliged to get for us the ordered goods freely from rights of third parties.
4.2 The delivered goods become - at the latest with the payment - our unrestricted property. Further reservations of ownership of the supplier or of third parties we do not accept.
5. Period of delivery
5.1 The delivery has to be made up at all costs on the agreed date of delivery. The period of delivery is kept if the delivery item has arrived on time at the place of destination which is given by us or rather if we take the delivered item. A punctual dispatch at the supplier is not sufficient.
5.2 If the supplier recognizes before the date of delivery that the agreed dates of delivery can not be kept he has to inform us in writing immediately after taking note of it with information about duration and reasons of the delay.
5.3 Extra costs for the compliance of the agreed delivery date for a necessary accelerated transportation have to be paid by the supplier even if we bear the usual costs of transport.
5.4 If the supplier has to make available materials tests, test reports, quality documents or other data and information the completeness of the delivery and the service also assumes the receipt of these documents.
5.5 Force majeure discharges the contracting partners for the duration of the breakdown and on the scale of its consequences from their duties of performance. The contracting partners are obliged to give immediately the reasonable needed information and to adjust their duties to the changed conditions in good faith.
5.6 In case of an early delivery than agreed we are reserved to send it back at the expense of the supplier. If in the case of an early delivery a return shipment is not made the goods are stored until the date of delivery in our house at the expense of the supplier and also at his risk. In the case of an early delivery we are reserved to make the payment only on the agreed accrual date.
5.7 If the service is not achieved on time we can withdraw from the contract or demand damages beside fulfilment. Limitations of liability for the case of default of delivery we do not accept.
6. Invoicing, payment and assignment of receivables
6.1 Invoices have to be submitted in duplicate with all necessary documents and data after the delivery in a form according to the rules. Otherwise the invoices are valid as received by us only from the date of correction.
6.2 We expressly are reserved to offset against with counterclaims due or to exercise our rights of retention.
6.3 Our payments are not valid as recognition of the delivery according to the rules.
6.4 In the case of defective delivery we are entitled to withhold the payment proportionally until the correct fulfilment.
6.5 Assignment of receivables or collection of third parties are inadmissible.
7. Notice of defects
7.1 The notification period for defects is 36 months.
7.2 The supplier guarantees that all deliveries and services correspond with the latest state of technology, the relevant legal regulations and norms, instructions and guidelines of public authorities, professional association and trade associations. Furthermore the supplier guarantees that all goods delivered by him are free of defects and that the goods correspond with our requirements and performance targets.
7.3 After receipt the goods are checked for apparent defects, identity, shortages and transport damages. There is no further duty for statutory audit. Any damages we will announce to the supplier within an appropriate period. In this respect the supplier renounces the defense of the delayed customer’s complaint.
7.4 If there are any defects we are entitled to carry out the corrections of faults by ourselves or by a third party in urgent cases or after the unsuccessful passing of a grace period or to care of replacement at the expense of the supplier. The supplier is responsible for all expenses for the purpose of rectification of defects or replacement.
7.5 If we revoke our products as a result of the defective performance of the supplier or if the price was reduced from that reason or if we have been preoccupied otherwise we are reserved to recourse against the supplier.
7.6 For repaired or replaced parts the notification period for defects begins again.
8. Provision of materials and tools
8.1 We are reserved to the property of all parts and components which have been made available for the supplier. The parts and components which have been made available by us exclusively serve the purpose of processing and fulfilment of the order. Especially the resale by the supplier is expressly forbidden. In the case of lost of usefulness or in the case of loss the supplier has to care of replacement. We are reserved to the property of available parts and components even after processing and installation by the supplier. A reservation of ownership of the supplier for the products which have been delivered by him and which exceeds the simple reservation of ownership is not accepted.
8.2 Without prejudice of other agreements we receive a complete or joint ownership in the scope in which we participate in the provable expenses for tools for production of the delivery item. In the case of joint ownership our percentage of it has to be reported. The tools become with payment our (joint) ownership. The tools have to be identified by the supplier as our (joint) ownership.
8.3 The supplier bears the costs for maintenance, repair and use of tools. For the case that against this regulation because of individual agreement arise repair costs, the repair has to be fulfilled only after agreement and after naming of kind and scale of repair.
8.4 In the case of joint ownership of a tool we have a preemptive right of the joint ownership percentage.
8.5 The supplier has to use the tools which are in our (joint) ownership exclusively for manufacturing of our delivery items.
8.6 After ending of supply the supplier has to give back to us the tools immediately. In the case of joint ownership we are free to demand from the supplier a payment of the proportionate value of the joint ownership percentage systematically against transfer to ownership of the joint ownership percentage or the other way around to acquire systematically against payment to the supplier his joint ownership percentage. If the parties can not agree on the current value of the tool which is in the joint ownership, an expert opinion is applied. The valuation of that expert opinion is binding for both parties. The supplier has no right of retention. The obligation to surrender possession is valid for the supplier even in the case of insolvency application or in the case of a fairly long-term interruption of delivery.
8.7 The supplier has to insure the tool on the usual scale.
8.8 In a yearly report the supplier has to announce to us the stock and the conditions of tools which are in our (joint) ownership.
9. Obligation to maintain secrecy
9.1 The supplier is strictly sworn to secrecy according to all reproductions, drawings, calculations and other documents and information. To third parties they can only be disclosed with our explicit written consent. The obligation to maintain secrecy is even valid after conducting of this contract. Subcontractors are to be obliged according to the contract.
9.2 Furthermore the supplier commits himself by contract to be sworn to secrecy about all details of our orders, for example numbers of pieces, technical performances, conditions etc. towards third parties. The inclusion of our firm in a reference list or a use of our order for the purpose of advertisement is permitted only after our written consent. In the case of especially strong violations we are entitled to terminate the whole contractual relationship with the supplier without notice and reimbursement. Should the need arise we even are entitled to claim back already made payments. An especially strong violation occurs if the supplier passes on his knowledge to third parties which are in competition with us.
9.3 In the case of each contravention the supplier is obliged to replace the damage which resulted from that. It is in the responsibility of the supplier to prove that he did not violate his duties.
10. Industrial property rights of third parties
10.1 The supplier has to guarantee that during the delivery or the contractual use of the delivery items will not be damaged commercial industrial property rights, copyrights or other rights of third parties as a consequence of items which have been produced by the supplier or by third parties. In the case of utilization the supplier exempts us from any requirements.
10.2 The supplier is liable towards us beside the legal demands for all damages which occur for us because of infringement of a right. The supplier has to inform us that for all export goods are valid foreign commercial industrial property rights.
11. Product liability
11.1 The supplier is obliged to agree a product liability insurance of an appropriate amount. On demand the supplier has to establish us the proof of the insurance. 11.2 If there are demands towards us because of violation of official safety regulations or because of domestic or foreign product liability regulations in consequence of defective condition which is attributed to a product of our supplier, we are entitled to demand for compensation in damages if they are caused by defective products of the supplier. If the damage is completely caused by a defective product of the supplier in the case of utilization by third parties we can demand from the supplier indemnity against liability for damages.
11.3 On demand the supplier has to provide us with an appropriate advance on legal fees and prosecution costs. Furthermore the supplier has to reimburse the costs which came into being by the measures of loss prevention, for example recall actions. That is even valid in the case of discernible and impending serial defaults.
12. Quality assurance
The supplier has to carry out a quality assurance which is suitable for kind and scale and for the latest state of technology. Our quality standards have to be kept very exactly. The measures for quality assurance and for keeping of our quality standards have to be documented furthermore by the supplier. Upstream suppliers have to be obliged in a corresponding way.
13. Industrial accident prevention
If employees or agents of the supplier are active in our business rooms or with the customer they have to observe the accident-prevention rules and all other security rules and the internal company regulations.
14. Environmental protection and duties of waste disposal
14.1 The supplier is obliged to use during his deliveries and services in the frame of economic and technical possibilities eco-friendly products and processes. The supplier is liable for the environmental acceptability of the delivered products, the packing materials and even for all consequential damages which came into being by violation of the legal waste disposal duties.
14.2 The supplier is obliged to give us together with his delivery the safety spec sheets which are valid for the current delivery. The supplier exempts us from all recourse claims of third parties for the case that he does not deliver the safety spec sheets or even for the cases that they are given late or incorrectly.
14.3 We expressly exclude each contractual clause which assigns us duties of waste disposal according to the Law of putting into circulation, the redemption and the eco-friendly waste disposal of electrical appliance and electronics (ElektroG). That duty is left at the supplier.
15. Final provisions
15.1 For the case that different parts of these General Conditions of Purchase are or become legally invalid the effectiveness of the other regulations is not impaired.
15.2 For all legal disputes is agreed the place of jurisdiction Kempten in Allgäu if that is legally admissible. We are even entitled to call the appropriate court at the supplier’s headquarters.
15.3 German Law and higher European Law to the exclusion of UN-Sales Law are valid.