General Conditions of Purchase

General Conditions of Purchase

I. Definitive conditions

1. The legal relationship between Supplier and Purchaser shall be governed by these Conditions and possible other agreements. Other General Terms and Conditions shall not apply even if no objection to them has been expressly raised.
2. These Conditions of Purchase shall also apply to all future goods and services provided by the Supplier to the Purchaser until such time as the Purchaser introduces new conditions of purchase.
3. The Supplier’s conditions of purchase shall not apply even if the Purchaser takes a delivery unreservedly despite knowledge of contrary or discrepant conditions.
4. The Supplier may not transfer the rights and obligations arising from this order to a third party except with our agreement.

II. Quotations

1. In the quotation it provides, the Supplier shall keep strictly to the quantity and quality of the goods specified in the Purchaser’s request for quotation and, in the event that the quotation is at variance with the request for quotation, will point this out expressly to the Purchaser; otherwise the statements made in the request for quotation shall apply. Quotations shall be provided free of charge.

III. Orders

1. Supply contracts (order and taking delivery) and delivery schedules, plus changes and additions to these, must be in writing. Orders and delivery schedules can also be issued by electronic data interchange or fax.
2. If the Supplier does not accept the order within two weeks of receipt, the Purchaser shall no longer be bound to the order. Delivery schedules shall become binding if the Supplier fails to remonstrate within five working days of receipt.

IV. Deliveries

1. Deliveries shall be made on the agreed delivery date. Adherence to the delivery date shall be judged with reference to the date on which the goods are received by the Purchaser.
2. The Supplier undertakes to inform the Purchaser forthwith, giving reasons, if it is unable to complete the delivery either in whole or in part within the agreed delivery period.
3. If it is expressly stated in the order that failure to observe the delivery date shall incur a contractual penalty, a contractual penalty of 5% of the order value per part-week by which the delivery is later than the delivery date shall be deemed to have been agreed, unless the Supplier remonstrates forthwith. The contractual penalty can also be claimed when the Purchaser takes delivery of the late goods or services or at any time up to final settlement.
4. Further rights to claim for damages shall not be affected hereby.
5. Should the Supplier fail to observe a delivery date for reasons for which it is at fault or should it repeatedly fail to observe the dates specified in the delivery schedules (delayed performance), the Purchaser shall be entitled after issue of a reminder notice and appointment of a reasonable delivery date to demand compensation for non-performance in the form of the contractual penalty or to rescind the contract, as it prefers. Where the contract is rescinded, the Purchaser shall be entitled to demand additional compensatory damages.
6. If a delivery is delayed for reasons outside the control of the Supplier (e.g. strike, disruption to transport, interruption of operations) or due to force majeure, the Purchaser shall be entitled to rescind the contract if as a result of the delay performance would be too late for the Purchaser and a reasonable extension of the deadline has elapsed.
7. The goods to be supplied must be packed to the Purchaser’s specification and in compliance with any packaging regulations in force at the place of delivery; in addition, packaging must comply with what is customary in the trade and must be carried out with the necessary degree of care. The Supplier must observe the requirements of the relevant haulage firm, carrier or shipping agent. The Supplier shall be responsible for damage caused by defective packaging.
8. In case of deliveries free at factory gate, the risk shall pass to the Purchaser when the delivery is handed over in the proper manner at the place of delivery and has been accepted.

V. Warranty

1. The Supplier warrants to the Purchaser that its deliveries and services comply with the well-known laws of engineering, the contractually agreed quality, standards and regulations regarding safety, health and safety at work, accident prevention and environmental protection and any other regulations, and also that they are free of defects or defects of title. Further, the Supplier shall be responsible for any guarantees of quality and durability which it has taken over and shall guarantee that the goods supplied are not tainted by material defects or defects of title which would have a negative impact on the value or suitability of the products as normally used or for the contractually specified purpose.
2. On receipt by the Purchaser, the goods shall be checked for quality and completeness to the agreed or reasonable and technically feasible extent. A period of ten days following receipt of the goods shall be allowed for obvious defects and obvious departures from the agreed quality to be reported.
3. A period of ten days after the discovery of the defect shall be allowed for defects which are not obvious and for departures from the agreed quality which are not obvious to be reported.
4. Unless otherwise agreed or the law stipulates longer periods, the warranty period for material defects shall be 24 months commencing on the date of delivery of the object of the contract (transfer of risk). The same shall apply in the case of goods or parts supplied by the Supplier under the terms of the warranty (subsequent performance).
5. In the case of defects of title, the Supplier shall exonerate the Purchaser from any existing claims by third parties.
6. If the products manufactured and/or sold by the Purchaser are returned due to defects in the object of the contract supplied by the Supplier or the purchase price obtained by the Purchaser is reduced for this reason or if any other claim is made against the Purchaser on this account, the Purchaser shall reserve the right of recourse against the Supplier, whereby if the Purchaser’s title is defective the time limit that would normally be set shall not apply.
7. Notwithstanding clause VII/4, the limitation of liability in time shall begin no earlier than two months after the date on which the Purchaser has met the claims made against it by its customer, but shall end five years after delivery by the Supplier at the latest.
8. In the case of defects which come to light in the first six months after initial use, the supposition that the fault existed at the time of transfer of risk shall apply unless this supposition is inappropriate for the object or defect.

VI. Product-liability and recall

1. In the event that a product liability claim is made against the Purchaser, the Supplier shall be bound to exonerate the Purchaser from such claims to the extent that the damage was caused by a fault in the object of the contract supplied by the Supplier. In cases where the liability is dependent on fault, however, this shall apply only where the Supplier is at fault. Insofar as the cause of damage is the Supplier’s responsibility, the Supplier shall bear the onus of proof to this extent. In such cases, the Supplier shall bear all the costs and expenses, including the cost of any lawsuit or recall campaign. Otherwise, the statutory provisions shall apply.

VII. Prices and payments

1. The prices stated in the order shall be assumed to be fixed prices.
2. Except where otherwise specifically agreed, the prices shall be assumed to be free at factory gate, duty-paid (DDP as per Incoterms 2000) and including packaging.
3. Following delivery, the Supplier shall submit a two-copy invoice separately from delivery; the supplier’s order number and order date shall be stated in each invoice. The time allowed for payment under para 4 shall commence upon receipt of the complete invoice.
   Except where alternative provisions regarding payment dates and discounts granted for prompt payment have been agreed, invoices shall be settled within a period of 30 days of receipt.
4. The Purchaser wishes to expressly make clear that it recognises only simple reservation of title subject to no additional conditions. The Purchaser will not recognise any other reservation of title clauses. Any reservations of such a kind contained in order confirmations sent to the Purchaser shall be invalid.
5. In the case of a defect covered by warranty, the Purchaser shall be entitled to refuse payment until the defect has been duly rectified.

VIII. Drawings

1. If a drawing with index description is provided to the Supplier for the purposes of performance, the Supplier shall have a duty to investigate or make an immediate complaint in respect of any defects prior to processing. Any discrepancies must be notified to the Purchaser forthwith.
2. Where repeat orders are placed for the same service with reference to a drawing index, the specified index must be matched to the drawing or drawing index held by the Supplier. In case of discrepancy, the Supplier shall request the latest drawing from the Purchaser prior to performing its service. Out-of-date drawings shall be destroyed.
3. The Supplier shall be answerable to the Purchaser for the loss or destruction of drawings provided and for all consequential damage that could arise through failure to observe the conditions stated in paragraphs 1 and 2.
4. Any drawings provided shall remain the sole property of the Purchaser. They must not be disclosed to unauthorised third parties, they must be kept under lock and returned as soon as they are no longer required in connection with the provision of goods or services.

IX. Property rights

1. The Supplier shall be responsible for ensuring that the use of goods it supplies does not infringe either directly or indirectly any German or foreign property rights or other rights which enjoy no special legal protection; it shall exonerate the Purchaser and the Purchaser’s customers from any claim that may arise in this connection. In addition, the Supplier shall be liable for any further damage, indirect or direct, sustained by the Purchaser as a result of the infringement of such rights.

X. Confidentiality

1. The supplier undertakes to treat all commercial and technical details that become known to it as a result of the business relationship and which are not in the public domain as trade secrets.
2. Drawings, templates, models, samples and the like may not be passed on to unauthorised third parties or otherwise disclosed. Duplication shall be permitted only to the extent that this is necessary for business purposes and does not breach any copyright.
3. Sub-contractors shall make a similar undertaking.
4. The Supplier may mention its business connection with the Purchaser in promotional material only with the prior written agreement of the Purchaser.

XI. Shipping, insurance, packaging

1. Until such time as all the goods and services are handed over, received or accepted by the Purchaser, the Supplier shall bear the risk of loss, accidental destruction or damage, irrespective of pricing.
2. The costs of insurance and packaging shall be borne by the Supplier.
3. All deliveries shall be effected free at the Purchaser’s factory gate.

XII. Place of performance and place of jurisdiction

1. The place of performance for delivery and payment shall be the place specified in the order as the place where delivery is to be effected.
2. The place of jurisdiction for all disputes shall be the headquarters of the Purchaser or the destination, as the Purchaser prefers.
3. The contractual relations shall be governed solely by German law to the exclusion of conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XIII. Validity

1. If one of the aforementioned agreed clauses proves to be wholly or partially invalid, the effectiveness of the remaining conditions of purchase shall not be affected thereby.

Stand: 10.04.2004