General Terms and Conditions of Purchase

 

I. Scope of Application

1. These Terms and Conditions apply to all present and future offers made by us as customer and contracts concluded with us.

2. These Terms and Conditions of Purchase apply exclusively. Any deviating, conflicting and supplementary conditions of business (Terms and Conditions of Sale) of the supplier, shall become an integral part of the agreement only if and to the extent that we have expressively consented in writing to the application thereof. If we refer to a letter, which contains or refers to terms and conditions of business of the supplier, this does not imply any consent to said terms and conditions of business applying.

3. These Terms and Conditions of Purchase apply only in relation to entrepreneurs (§ 14 German Civil Code (BGB)), legal persons governed by public law or separate legal entities under public law.


II. Conclusion of Contract

Orders placed are revocable until receipt of the acknowledgement of the order or - in absence of any acknowledgement - up until delivery.


III. Prices and Payment Terms

1. The agreed prices are to be understood as net prices and imply the expenses for packaging, insurance and transport.

2. Invoices must be submitted in duplicate indicating the order- and article number. Payment shall be dependent on the number of pieces, weights and other units ascertained by the incoming goods department.

3. Invoices shall be paid with cash discount. Discount period and terms are agreed on contractual basis. The period allowed for settlement shall not begin before the agreed delivery date and payment shall not be deemed to any acknowledgement of proper delivery.


IV. Initial Samples, Changes

1. The basis for the release of any serial delivery shall be the initial sample test documented in an initial sample test report. Initial samples must be produced under the conditions for mass production. They must be supplied in the agreed quantities, especially marked, together with the initial sample test report with the test results for all agreed features. In addition to this, we are entitled to demand proof of the process and machine capability.

2. If approved, we shall release serial delivery in writing. Any deviations in the workmanship and properties of the product from the initial sample shall be deemed to be a defect in the product.

3. In the following cases the supplier must automatically submit initial samples without being asked:

  • Any product change
  • Any change in the processed material
  • Any change in the sub-suppliers
  • Any change in design
  • Any new/changed mould and/or tools
  • Any new/changed in the manufacturing process
  • Any change in the production site
  • After an interruption in supply of twelve months or more
  • Following any halt of delivery


4. The product, the processed material, sub-suppliers, the design, the manufacturing process or the location of production may only be changed with our prior consent. We must give consent if the initial sample is free from defects and there is no risk that the measure will have a negative effect on the quality of the products.


V. Dispatch, Passing of Risk

1. Dispatch shall be at the supplier’s risk and cost. If the freight charges are to be borne by us because of special arrangements, the supplier must choose the mode of dispatch that is most favourable for us. If he does not do this he shall be liable for the associated additional costs and other disadvantages.

2. The place of delivery is fixed in the contract. The risks shall not pass to us until the goods are handed over to the place of delivery. If we are unable to accept delivery as a consequence of stoppages due to internal or third-party industrial disputes or as a consequence of force majeure, the risk shall not pass until the grounds of hindrance have been removed and the goods are available to us at the place of delivery. We are obliged to notify the supplier without undue delay if any grounds for hindrance of this nature have occurred or it is expected that they will occur.

3. The Supplier undertakes to package and identify the goods in accordance with our instructions.


VI. Delivery Dates

1. The delivery date shall be as agreed in the individual case. Delivery dates are always binding. The relevant date for determining whether the delivery date has been complied with is the date, at which the goods are received at the place of delivery. In the absence of any special arrangement the goods ordered must be handed over to us within two weeks from the order date unless delivery is not possible within said period under usual conditions even in the case of careful management. What counts is the written acknowledgement.

2.If the supplier cannot comply with the agreed delivery date, he must inform us without undue delay. We are under no obligation to accept delivery before the agreed delivery date. We reserve the right to send back goods, which have been delivered early, or to store them until the delivery date at the supplier’s cost and risk.

3. If delivery is late we shall be entitled to demand 0,3% at the agreed price of the goods delivered late for every complete working day or delay, however a maximum of 5%. The supplier retains the right to prove that no damage was caused or only significantly less damage than the lumpsum. This shall be without prejudice to any further statutory rights.


VII. Part Deliveries and Excess Deliveries

We are under no obligation to accept any part or excess deliveries, which have not been agreed.


VIII. Warranty Claims

1. The supplier must take responsibility that the goods delivered by him fulfill the agreed quality criteria, have been manufactured in accordance with the current state of the art and comply with relevant provisions, standards and regulations. The supplier must comply with the quality and testing requirements stated in our order. He must prove compliance therewith up until the entire consignment has been handed over to the place of delivery.

2. If the goods are defective, our warranty claims shall be in accordance with the statutory provisions unless otherwise agreed. Nevertheless, we reserve the right - upon consulting our suppliers - to necessarily rework defective goods at the supplier’s expenses by charging an average hourly rate of EUR 48,00. The list of penalties attached to these General Terms and Conditions of Purchase remain unaffected.

3. Any warranty claims shall be time-barred within three years calculated as of handover of the goods or - if acceptance has been agreed or stipulated - acceptance of performance. Any longer statutory limitation periods shall remain unaffected.


IX. Product Liability

1. If the supplier is responsible for damage to a product he must indemnify us against claims by third parties to the extent that the cause is due to his sphere of control and organization and he is himself liable in relation to third parties. Under his obligation to indemnify, the supplier must reimburse any expenses pursuant to § 683, 670 German Civil Code (BGB), that arise out of or in connection with any recourse taken by third parties including for recall campaigns carried out by us.

We shall, to the extent possible and reasonable, notify the supplier of the content and extent of recall measures and give him an opportunity to comment. This shall be without prejudice for any further statutory rights.

2. Every single supplier is obliged to prove to us the evidence of a compulsory insurance cover by presenting a product liability insurance upon request.


X. Other Duties of the Supplier

1. All the obligations under the contract must be fulfilled by the supplier himself. A subcontractor may be engaged only with our prior consent.

2. The supplier undertakes to treat all commercial or technical details, which are not in the public domain and of which he becomes aware due to the business relationship, as confidential. He must impose a corresponding obligation on his sub-suppliers.

3. Shall tools, jigs and fixtures be produced to execute the contract for us and for which the supplier charges us separately they shall pass into our ownership. The supplier must mark the parts as our property, store them properly, keep them safe, safeguard them against any kind of damages and use them for the purposes of the contract. In the absence of a deviating agreement, each of the contract partners bears half of the maintenance and repair costs of such objects. Should however these costs arise due to defects in the tools or jigs and fixtures or due to improper use by the supplier, his employees or other vicarious agents, are the sole responsibility of the supplier. The supplier shall notify us without undue delay of all damages to said items which is not just negligible. Upon request, the supplier is obliged to hand these objects over to us in proper condition if they are no longer needed for fulfillment of the contract entered with us.


XI. Liability

1. We shall be liable in accordance with the statutory provisions for any breach caused by us in respect to material contractual obligations, i.e. for contractual obligations, the performance of which characterize the contract and which are necessary for the proper implementation of the contract. However, unless our conduct has been either negligent or intentional, we shall be liable only for the foreseeable damage, which typically occurs.

2. We shall only be liable for any other breaches of duty if the damage has been caused intentionally or gross negligently by our statutory representatives or by a senior vicarious agent. We shall be liable for damage arising out of any injury to life, body or health in accordance with statutory provisions. In all respects claims against us for damages arising out of breaches of duty are excluded.


XII. Reservation of Title

The supplier is entitled to transfer the ownership dependent on full payment of the goods by the buyer. We are however entitled in the course of orderly business practices to dispose of the goods. For the rest § 449 German Civil Code (BGB) applies.


XIII. Customer`s Documents

Documents enclosed with the orders (samples, models, drawings, plans, calculations etc.) shall remain our property. They must be kept for later orders or returned upon request by us following execution of the contract. Such documentation must not be passed on to third parties without our written consent.


XIV. Right of Retention

The supplier is authorized to exercise his right of retention only if his counterclaim is based upon the same contractual relationship or upon an undisputed and legally established claim.


XV. Final Provisions

1. The law of the Federal Republic of Germany applies under exclusion of the provisions of the convention of the United Nations Convention on the International Sales of Goods.

2. Provided that the supplier is a business or legal person under public law, the courts at the domicile of Hagen/Westfalen shall have exclusive jurisdiction for any and all disputes arising out of the contractual relations, whether directly or indirectly.
However, we shall have the right to file our claims at any other court having jurisdiction.

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