§1 General Provisions – Scope of Application

(1) Our Terms and Conditions of Purchase shall apply exclusively; we shall not recognise 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 whilst being aware of any terms and conditions of the Supplier that conflict with or deviate from our Terms and Conditions of Purchase.

(2) All agreements made between us and the Supplier for the purpose of performing this contract must be set out in writing in this contract.

(3) Our Terms and Conditions of Purchase apply only to businesses, legal entities under public law or special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB).

§2 Offer – Tender Documents – Samples, Prototypes and Data Sheets from the Supplier

(1) As a general rule, our orders must be confirmed within 3 working days, stating our order details. All correspondence must be conducted with our Purchasing Department. Employees of other departments have no authority to amend orders or contracts. Agreements made with such employees therefore require express written confirmation by the Purchasing Department to be valid, unless the authority is evident from the Commercial Register.

(2) We reserve ownership rights and copyright in illustrations, drawings, calculations and other documents; these must not be made available to third parties without our express written consent. They are to be used exclusively for the purposes of manufacture in accordance with our order. They must be kept confidential from third parties; in this respect, the provisions of Section 9(2) shall apply in addition.

(3) At our request, the supplier is obliged to provide a sample, a specimen and/or data sheets. The characteristics of the sample or specimen, as well as the information contained in the data sheets, shall be deemed to be warranted characteristics or to have been agreed as guaranteed by the supplier. The same applies to the information contained in factory certificates.

§3 Prices – Terms of Payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery ‘carriage paid’, including packaging and transport insurance. The return of packaging requires a separate agreement. Any amendments must be made in writing.

(2) Statutory value-added tax is included in the price. It must be shown separately on the invoice.

(3) We can only process invoices if they – in accordance with the specifications in our order – state the order number specified therein as well as our item number; the supplier shall be liable for any consequences arising from failure to comply with this obligation, unless they can prove that they are not responsible for such failure.

(4) Unless otherwise agreed in writing, we shall pay the purchase price within 10 days of delivery and receipt of the invoice, with a 2 per cent discount, or net within 30 days of receipt of the invoice.

(5) We are entitled to rights of set-off and retention to the extent permitted by law.

§4 Delivery Time

(1) The delivery time specified in the order is binding. Where a delivery period is specified, it shall run from the date of the order.

(2) The supplier is obliged to notify us in writing, in advance by email, within 2 working days if circumstances arise or come to their attention which indicate that the agreed delivery time cannot be met.

(3) In the event of a delay in delivery, we are entitled to the statutory remedies. In particular, we are entitled, following the fruitless expiry of a reasonable period, to claim damages in lieu of performance and to withdraw from the contract. If we claim damages, the supplier is entitled to prove that they are not responsible for the breach of duty.

§5 Transfer of Risk – Documents

(1) Unless otherwise agreed in writing, delivery shall be made ‘carriage paid’ and at the supplier’s risk.

(2) The supplier is obliged to state our order number and item number precisely on all dispatch documents and delivery notes; should they fail to do so, we shall not be held responsible for any delays in processing.

§6 Inspection for Defects – Liability for Defects

(1) We are obliged to inspect the goods within a reasonable period for any deviations in quality or quantity; a complaint shall be deemed to have been made in good time provided it is received by the supplier within a period of 5 working days, calculated from the date of receipt of the goods or, in the case of hidden defects, from the date of discovery.

Deliveries comprising large quantities of identical parts, in particular small component parts, are inspected by us using a statistical sampling procedure. The supplier waives any potential objections that this fails to fulfil the obligation to inspect and give notice of defects under Section 377 of the German Commercial Code (HGB). Should the random checks reveal defective parts, we are entitled, at our discretion, either to reject the entire delivery without further inspection or to carry out a further inspection. The supplier shall bear all costs of the further inspection.

Where a quality assurance agreement exists between the supplier and us, its separate provisions regarding our obligations to inspect for defects and give notice of defects shall remain unaffected by this. We are entitled to the full statutory rights in respect of defects; in any event, we are entitled to demand, at our discretion, that the supplier either rectify the defect or supply or manufacture a new item. We expressly reserve the right to claim damages, in particular the right to damages in lieu of performance. The provisions of Sections 478 and 479 of the German Civil Code (BGB) shall apply to us in full and without restriction even if claims are made against us on account of the defectiveness of an item in the manufacture of which we have processed the goods ordered from the supplier, and the defectiveness of that item has been caused by a defect in the goods ordered from the supplier. We shall be entitled to the rights under Sections 478 and 479 of the German Civil Code (BGB) in full and without restriction, in particular where the supplier provides us with a standard-form undertaking to waive future price increases, flat-rate price reductions, discounts in kind, percentage discounts or other benefits as compensation for a limitation. We are entitled to remedy the defects ourselves at the supplier’s expense if there is imminent danger or a particular urgency.

§7 Product modifications – Product liability – Indemnification – Third-party liability insurance cover

(1) In the context of ongoing business relationships, and where an item supplied has first been inspected, tested and approved, the Supplier is obliged to inform us in writing, without being asked, of any product modifications. In the case of ongoing supplies or supplies following product approval by us, the Supplier is further obliged, whenever there is a change to the manufacturing conditions at its premises – in particular when tools or machinery are replaced or new manufacturing processes are introduced – to inspect the goods for any deviations or alterations and to notify us in writing of such deviations and alterations. Should the Supplier fail to provide such notification in the aforementioned cases, Section 377 of the German Commercial Code (HGB) shall not apply, even if the altered nature of the goods to be supplied results in a defect.

(2) Insofar as the Supplier is liable for product damage, they shall be obliged to indemnify us against claims for damages by third parties upon first request, to the extent that the cause lies within their sphere of control and organisation and they themselves are liable in their dealings with third parties.

(3) Within the scope of its liability for claims for damages within the meaning of paragraph (1), the Supplier shall also be obliged to reimburse any expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) and Sections 830, 840 and 426 of the BGB, arising from or in connection with a product recall carried out by us. We shall inform the Supplier – as far as possible and reasonable – of the content and scope of the recall measures to be carried out and give the Supplier the opportunity to comment. Other statutory claims remain unaffected. The Supplier undertakes to maintain product liability insurance with sufficient cover per instance of personal injury or property damage – on a lump-sum basis; should we be entitled to further claims for damages, these shall remain unaffected. Upon request, the supplier must provide evidence of such insurance cover.

§8 Intellectual Property Rights

(1) The supplier guarantees, irrespective of fault, that no third-party rights, in particular no patent or copyright rights within the Federal Republic of Germany and Europe, are infringed in connection with its delivery.

(2) Should we face a claim from a third party alleging an infringement of industrial property rights, the Supplier shall be obliged to indemnify us against such claims upon our first written request. The Supplier’s obligation to indemnify us shall cover all expenses necessarily incurred by us as a result of, or in connection with, the claim made by a third party. Our further claims, in particular those arising from Section 437(1) to (3) of the German Civil Code (BGB), remain unaffected by this.

(3) If we are prohibited, in whole or in part, from using or exploiting the goods due to an infringement of intellectual property rights, the supplier shall be obliged either to procure for us the right to use or exploit the goods or to ensure that the goods are free from any infringement of intellectual property rights. If the supplier is in default of fulfilling this obligation, we shall be entitled to procure the right to use or exploit the goods ourselves at the supplier’s expense.

The supplier shall be obliged to compensate us for any loss or damage arising from the failure to procure the right to use or exploit the goods for us in good time.

§9 Retention of Title – Provision of Parts – Tools – Confidentiality

(1) Where we provide parts to the supplier, we reserve title to them. Any processing or transformation carried out by the Supplier shall be undertaken on our behalf. If our goods subject to retention of title are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of our goods (purchase price plus VAT) to the value of the other processed items at the time of processing. (2) If the goods supplied by us are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title (purchase price plus VAT) to the value of 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 principal item, it shall be deemed agreed that the supplier shall transfer proportionate co-ownership to us; the supplier shall hold sole ownership or co-ownership in safe custody on our behalf.(3) We reserve title to the tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us and, in all other respects, to store them for us free of charge. The supplier is obliged to insure the tools belonging to us at replacement value, at its own expense, against damage caused by fire, water and theft. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept such assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools, as well as all servicing and repair work. The supplier must notify us immediately of any malfunctions; should the supplier fail to do so through its own fault, claims for damages shall remain unaffected.

(2) The contracting parties hereby agree that ownership of all tools which the Supplier manufactures or has manufactured on our behalf shall pass to us, provided that we reimburse the Supplier for the tool costs as agreed. Where we contribute only a fraction of the tooling costs, the Supplier hereby grants us a share of co-ownership in the tools corresponding to that fraction. It is hereby agreed that the Supplier shall store the tools for us free of charge. The Supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of confidentiality shall remain in force even after the performance of this contract; it shall cease to apply if and to the extent that the manufacturing know-how contained in the illustrations, drawings, calculations and other documents provided has become generally known. The supplier may only make any parts, tools or documents provided by us available to third parties with our express consent. The supplier must impose the above obligations on such third parties. Confidential information may not be used for any purpose other than the performance of this contract.

§10 Miscellaneous

(1) The place of performance and jurisdiction shall be our registered office (Heroldstatt). German law shall apply to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods is excluded.

(2) Should any individual provisions of the contract with our supplier, including these Terms and Conditions of Purchase, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The provision that is wholly or partially invalid shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.