General Purchasing Conditions

As of: 09/2013

§ 1 General – Scope of application
(1) Our purchasing conditions apply exclusively; with the exception of our right to retention of title, we do not accept deviating conditions of the supplier which contradict or deviate from our purchasing conditions, unless expressly agreed to in writing. Our purchasing conditions shall also apply in the event of our unconditional acceptance of deliveries from the supplier, in the knowledge that the supplier´s conditions are contrary to or deviating from our purchasing conditions.
(2) The supplier must comply with our enquiry/invitation to tender in his offers with regard to quantity, quality and design, and in case of discrepancies, expressly give notice to us. All agreements concluded between us and the supplier for the purpose of the performance of this contract, are to be set forth in writing or in text form in this contract. 

§ 2 Offer – offer documents
(1) If our offers do not contain an explicit binding period, we are bound for the period of one week from the date of the offer. The time when we receive the letter of acceptance of the order is relevant for determining whether the order has been accepted on time.
(2) We reserve the right to ownership and copyright to all illustrations, drawings, calculations and other documents, they must not be disclosed to third parties without our express written consent. The documents shall only be used for the manufacturing the parts ordered by us and shall be returned to us without any specific request upon completion of the order. The documents are to be treated with utmost care and be protected against unauthorised access by third parties. Insofar as third parties are given drawings or other documents or are informed about business secrets necessary for the execution of the order, the supplier shall be responsible that the third parties comply with aforementioned provisions.

§ 3 Prices, payment terms
(1) All agreed prices are fixed prices excluding VAT. Unless otherwise agreed in writing, the prices „delivery free domicile“include packaging. The return of packaging material needs to be agreed separately.
(2) If the agreed price does not include packaging and the payment for the packaging (which is not only provided on a loan basis) is not expressly determined, then this is to be charged at cost price. At our request, the supplier is obliged to take back the packaging at his expense.
(3) Invoices can only be processed if they contain – in accordance with the specifications in our order – the order number stated; the supplier is responsible for any consequences resulting from the non-compliance with these obligations.
(4) Unless otherwise agreed in writing, we pay the purchase price within 14 days of receipt of delivery and invoice less 3% cash discount or within 30 days after receipt of invoice, net. The receipt of the transfer order at our bank will be sufficient for the payment to be considered on time.
(5) We shall have the right to set-off and retain payments to the extent permitted by law.
(6) The assignments of claims of the purchaser against us – except for an extended reservation of title – needs our written consent or approval in text form to be effective. 

§ 4 Delivery period
(1) The delivery time stated in the order is binding. The delivery period commences upon conclusion of the contract. Lässt sich der Tag, an dem die Lieferung spätestens zu erfolgen hat, aufgrund des Vertrages bestimmen, so kommt der Lieferant in Verzug, ohne dass es hierfür einer Mahnung unsererseits bedarf.  If the day which is the latest day for delivery to be effected can be determined based on the contract, the supplier will be in default with delivery, without this requiring a reminder from us.
(2) We are to be advised of the despatch in text form on the day of the despatch.
(3) Delivery dates which we have designated to be „fixed – subsequent delivery excluded“ or where we have set a specified deadline or where it is clear-given the circumstances- for the supplier that the business seriously depends on keeping the agreed delivery dates (firm deal), must be strictly met by the supplier. In the event of a failure to meet these agreed delivery dates we are entitled to immediately withdraw from the contract and to claim damages.
(4) The supplier is obligated to inform us without delay in writing if any circumstance occur or become apparent which indicate that the agreed delivery date cannot be met.
(5) In the event of a delay in delivery we are entitled to statutory rights. In particular, we are entitled after the expiration of an additional period which we have granted without result, to claim damages in lieu of performance and to withdraw from the contract.
(6) In the case of delays in delivery, and after prior notice to the supplier, we are entitled to claim a contractual penalty which amounts to 0.5%, maximum 5% of the respective order value for each commenced week of the delay in delivery. The contractual penalty has to be deducted from the damage caused by the delay to be paid by the supplier. 

§ 5 Transfer of risk – documents 
(1) Even if the shipment of the goods has been agreed, the risk is only transferred to us when the goods have been handed over to us at the agreed destination. Unless otherwise agreed in writing or in text form, delivery is to be effected “free domicile“.
(2) The supplier is obligated to exactly indicate our order number on all shipping documents and delivery notes; a failure to do so will lead to unavoidable delays in processing for which we are not responsible. 

§ 6 Inspection of defects – claims and rights in case of defects 
(1) For each delivery to us the suppler is obligated to carry out a comprehensive outgoing goods inspection including an inspection of functionality, quality and quantity of the goods considering all contractual features. In the event these obligations are violated and irrespective the legal claims in accordance with § 437 of the German Civil Code (BGB), we are entitled to claim for damages against the supplier in accordance with § 280 of the German Civil Code (BGB).
(2) In case of a defect we are entitled to exercise legal warranty claims in accordance with § 437 of the German Civil Code (BGB9. The provision of § 442 section 1 (2) of the German Civil Code (BGB) does not apply. In particular, we are entitled at our own discretion, to demand from the supplier remedy of defects or replacement. In this case the supplier is obligated to bear all expenses necessary for the elimination of defects or replacement. The right to reduction and damages, in particular damages in lieu of performance are expressly reserved.
(3) Furthermore, we are entitled to withdraw from the contract in accordance with the statutory provisions. If the defect which justifies a withdrawal only affects a part of the delivered goods, we are entitled to a partial withdrawal.
(4) In urgent cases where there is risk of a particularly high loss (production standstill a tour customer´s), we are entitled to remedy the defect at our expense or have it remedied by third parties or to procure substitute delivery from another source.
(5) The period of limitation concerning warranty claims is 36 months, beginning with the transfer of risk. For spare parts delivered under warranty, this period begins with the shipment of these spare parts.
(6) Due to the comprehensive outgoing goods inspection in accordance with section 1 the supplier is obligated to carry out, our responsibility to carry out a goods in inspection in accordance with § 377 German Commercial Code (HGB) is limited to inspecting the goods with respect to obvious defects, in particular damage to the packaging as well as false and short delivery. Any other defects are considered as hidden defects in the sense of § 377 section 3 German Commercial Code (HGB). In case of obvious defects the complaint period is 5 working days beginning on the day we received the goods, and in case of hidden defects the complaint period begins on the day the defects are discovered. 

§ 7 Product liability – indemnity – liability insurance cover 
(1) If the supplier is responsible for a product defect in accordance with the Product liability Law, he shall be obliged to exempt us from third-party claims on the first demand, to the extent that the cause is originated in his domain and organisation and if the supplier is liable to third-parties.
(2) Within the scope of this provision the supplier is also obligated to reimburse us for any costs pursuant to sections 683, 670 of the German Civil Code (BGB), arising from or in connection with any recall action we carry out, if the claim does not arise from sections 830, 840 of the German Civil Code (BGB) in conjunction with sections 426, 254 of the German Civil Code (BGB). We will inform the supplier about the content and scope of the recall measures to be carried out –as far as this is possible and reasonable- and give him the opportunity to comment.
(3) The supplier undertakes to maintain product liability insurance with coverage of € 10 million (lump sum) per injury to persons/damage to property; however, if we are entitled to further claims for damages, these shall remain unaffected. 

§ 8 Property right
(1) The supplier is responsible for ensuring that no third-party rights are infringed in connection with his delivery within the Federal Republic of Germany, unless he provides evidence that he is not responsible for such breach of duty.
(2) If claims are asserted against us by a third party due to such infringement, the supplier is obliged to indemnify us from these claims upon the first written request. We are not entitled to conclude any agreements with a third party, in particular no compromise settlement, without the permission of the supplier.
(3) The supplier´s obligation of indemnification is relevant to all expenditure that we necessarily incur arising form or in connection with claims made by a third party. 

§ 9 Cancellation of the contract in case of insolvency or threat of insolvency of the supplier 
(1) We are entitled to withdraw from the contract or to terminate the contract without notice, if a preliminary insolvency proceedings of any kind is opened against the asset of the supplier, or an insolvency proceedings is opened or rejected due to insufficient assets or if the supplier suspends his payments.
(2) Prior to the withdrawal or termination, the supplier will be given the opportunity, within a period of five working days upon receipt of the warning, to provide us with a written performance bond for all goods/service to be supplied by the supplier on the basis of the contract, which also needs to be signed by the preliminary insolvency administrator or insolvency administrator, where such a person is available. 

§ 10 Final provisions 
(1) If the supplier is a merchant within the meaning of the German Commercial Code, the place of jurisdiction for all legal disputes between us and the supplier is the Local Court of Lübbecke or the District Court of Bielefeld respectively; we shall also be entitled, however, to bring an action against the purchaser at the court of his place of residence. Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.
(2) The law of the Federal Republic of Germany shall apply with exclusion of the UN Convention on the International Sales of Goods. The contractual language shall be German.