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Terms and conditions of purchasing

1. Applicability of the conditions

All contracts for goods and services, as well as obligations arising from the commencement of contractual negotiations, the initiation of a contract or similar business contacts (hereinafter referred to as the ‘Obligations’) into which we enter with companies (hereinafter referred to as the ‘Suppliers’) are subject to the most recent version of the following conditions as valid at the time of concluding the contract. These conditions shall also apply to the most recent version of future Obligations as made known to the Supplier in their wording no later than upon conclusion of the future Obligation, even if we do not refer to them separately in each case. In the case of continuing Obligations, the Supplier shall be notified in writing of any amendments to the conditions, highlighting the amended provisions, which shall be deemed to have been agreed if the Supplier continues the Obligation without offering an objection within a reasonable time frame. 

The content of the contract is based on the written agreements. No other agreements have been made. Amendments or additions to the contract shall only be effective if they have been confirmed by us in writing. Deviating additional conditions or terms and conditions of business of the Supplier, or additional conditions or terms and conditions of business of the Supplier that are unfavourable to us shall not become part of the content of the contract, even if we do not separately offer an objection to them.  

2. Quotes

Quotes from the Supplier are accepted if they have been confirmed by us by way of a written order. If we place an order, we shall cease to be bound by that order at the latest when 14 (fourteen) days have elapsed since submission and no acceptance has been received. Our order number and item number must be quoted in all correspondence. 

The Supplier is obligated to carefully check our requests for quotes and our orders to ensure accuracy and expediency. This applies in particular to project quotes in which we have provided assumptions that we have used to prepare our calculation and service description. If those assumptions are not applicable, the ordering party shall inform us accordingly so that we can amend the quote. These obligations shall continue to apply after conclusion of the contract. 

3. Prices

All prices are quoted in euros and include the costs of transport and packaging, as well as VAT, unless VAT is shown separately. In the event of exceptional cases in which the costs of transport are borne by us on the basis of an express agreement, the Supplier undertakes to utilise the most favourable freight route in each case. If insurance is required, the Supplier shall ensure that the most favourable insurance coverage is arranged. In the event that the most favourable freight route or the most favourable insurance coverage involves drawbacks when compared to more expensive alternatives, the Supplier shall inform us promptly so that we can make a decision in this regard. 

4. Delivery, Cancellation

The delivery deadline and delivery date are based on our order and are binding. The delivery date or delivery deadline shall be deemed to have been met if the goods arrive punctually at the place of performance. 

We must be notified of delays to delivery immediately in text form. A standard delivery note containing accurate details of the delivery must be provided with each delivery. The Supplier may only use persons other than its own employees to render its services if we have expressly consented to the use of a specific subcontractor for a specific service in writing. 

We are entitled to cancel the contract at any time up until the point of delivery. If we do cancel the contract, the Supplier shall be entitled to demand the agreed remuneration but shall take into account the costs that it does not incur as a result of the contract being cancelled or otherwise acquires or wilfully fails to acquire through alternative use of its labour. It is assumed that the contractor is entitled to 5 per cent of the agreed remuneration for the part of the service not yet rendered. 

The seller bears the risk of procurement for its services. 

If the seller is in default, we may, in addition to further statutory claims, demand one-off compensation for damages caused by default in the amount of 1 per cent of the net price per completed calendar week, to not exceed 5 per cent in total of the net price of the goods delivered late. The foregoing is without prejudice to our right to prove that higher damages have been incurred.  The seller reserves the right to prove that no damage or only significantly less damage has been incurred. 

A delivery note must be provided with the delivery, stating the date (issue and dispatch), content of the delivery (item number and quantity) and our order identifier (date and number). In the event that the delivery note is missing or incomplete, we shall not be responsible for any resulting delays to processing and/or payment. A corresponding dispatch notification with the same content must be sent to us separately from the delivery note. 

5. Payments

We are entitled to transfer payments to any bank account of the Supplier. The time of receipt of the transfer mandate by our bank is determinative for the timeliness of the payment. Invoice amounts are due no earlier than 30 days after receipt of the invoice. In the event that the service is only provided in full at a later point in time, the invoice amount shall be due no earlier than 30 days after the service has been rendered in full. In the event that payment is made within 2 (two) weeks of the due date, we shall be entitled to deduct a discount amount of 3 per cent. The statutory default interest to which the Supplier is entitled shall not exceed 5 (five) percentage points above the base interest rate. Claims for higher interest on other legal grounds and the assertion of further claims for damages are not excluded. 

6. Jeopardised claims

In the event that our claims are jeopardised, we shall be entitled to assert our statutory right to withdraw performance to all services arising from the same legal relationship within the meaning of Article 273 BGB. 

7. Transfer of risk

The risk shall transfer to us upon delivery of the items at their place of destination. 

8. Supplies, production equipment

In the event that we are required by contract to provide drawings, models, computer programs, files or production equipment, such as tools (hereinafter referred to as ‘Equipment’) or other objects, the Supplier shall collect these from a location specified by us that is reasonable for the Supplier, without charging us for doing so. If we so request, the Supplier is obligated to return the aforementioned to a location specified by us that is reasonable to the Supplier, without charging us for doing so. The costs of maintenance, repair and modification shall be borne by the Supplier. Upon receipt, the Supplier shall verify the design, conformity with drawings or samples and suitability for the purpose of the contract. The Supplier shall inform us immediately of any defects or deviations and if it deems that there is a lack of suitability. If Equipment is produced or procured by the Supplier on our behalf, remuneration shall only be payable if this has been expressly agreed. If the Supplier sends an invoice for costs for Equipment produced or procured by it on our behalf, ownership of that Equipment shall transfer to us upon full payment. 

The Supplier is obligated to store the items with care and at an no expense to us. The Supplier is obligated to take out suitable liability insurance coverage and theft and fire insurance coverage at its own expense, the appropriate coverage amount of which can be determined by us at our reasonable discretion. The Supplier is obligated to inform us of the conclusion and content of the contract of insurance and to provide us with a copy of that contract. In the event of a liability claim, the Supplier is obligated to assign its claims against the insurance company to us upon our request on account of fulfilment. 

The Equipment shall be delivered to the location specified by us that is reasonable for the Supplier, without charging us for doing so. In the case of all other Equipment that is used exclusively for providing goods or services to us, we shall have a right of acquisition in return for appropriate remuneration. The foregoing provisions shall apply after exercise of this right. Equipment produced or procured for us or by us or acquired by us may only be used with our consent and only for the purpose of fulfilling contracts that have been concluded with us. Equipment that is not to be surrendered to us must be stored free of charge on our behalf for a period of 5 (five) years following termination of the business relationship, or destroyed at our request at the expense of the Supplier. 

Any processing, mixing or combining (further processing) of objects provided shall be carried out by the Supplier on our behalf as the manufacturer. The same shall apply to the further processing of the delivered goods by us, such that we are deemed to be the manufacturer and take ownership of the product no later than upon further processing in accordance with the statutory provisions. The Supplier shall store the items provided and produced for us separately and shall clearly mark them as belonging to us. 

9. Statute of limitation

A suspension of the statute of limitation for claims of the Supplier in negotiations (Article 203 BGB) shall occur, with the exception of claims of the Supplier against us arising as a result of intent, only if we have agreed to negotiations in writing. The statute of limitation shall apply to our claims no earlier than 3 (three) months after our last written communication. 

10. Compensation for damages

a) Limitation of liability based on its merits: The Supplier shall only be entitled to submit claims for damages or claims for reimbursement of wasted expenses due to breaches of obligation or if the due service is not rendered by us or not rendered as owed, due to default or in the event of defects for: 

aa) damages resulting from harm to life, limb or health due to negligent breach of obligation at a minimum; 

bb) other damages due to grossly negligent breach of obligation at a minimum or due to breach of cardinal obligations at a minimum, i.e. obligations that are essential to the contract (obligations whose fulfilment makes proper execution of the contract possible and upon the compliance of which the contractual partner may regularly rely); and 

cc) damages that fall within the scope of protection of an assurance provided by us (guarantee, Article 276(1) BGB). 

b) Limitation of liability based on the amount: For damages due to a breach of cardinal obligations and for damages due to gross negligence, insofar as these are not covered by 

a) aa or cc), we shall only be liable for damage typically to be expected at the time of conclusion of the contract and for reimbursement of wasted expenses only up to the amount of the interest in fulfilment. 

c) Liability due to pre-contractual Obligations: The foregoing paragraphs shall also apply to claims for compensation for damages by the contractual partner arising from Obligations that are due to the commencement of contractual negotiations, the initiation of a contract or similar business contacts. In the event that a contract is concluded between us and the Supplier, claims for compensation for damages by the contractual partner that would not be founded under the aforementioned provisions in the case of an existing contract shall be considered waived. 

d) Claims due to a transferred right: The aforementioned provisions shall also apply to claims that the Supplier asserts on the basis of a transferred right. 

The Supplier may only invoke the law of a foreign country insofar as the claim would also be founded if the aforementioned provisions and these General Terms and Conditions were applied. 

11. Defects in the good or service

In departure from Article 377 HGB (obligation to inspect and provide notice of defects), the following shall apply: Our obligation to inspect is limited to defects that manifest during our incoming goods inspection under external examination, to include the delivery documents (e.g. transport damage, incorrect and short delivery), or that are detected during our quality control through random sampling. 

If acceptance has been agreed, there is no obligation to inspect. 

The statute of limitation shall apply to our claims for defects of title no earlier than within the regular limitation period. If the law provides for a longer limitation period, only this limitation period shall apply. 

The Supplier shall indemnify us against all claims by third parties that arise from material defects or defects of title in the good or service. This applies in particular to producer liability and the breach of industrial property rights. The Supplier is aware that we export our goods worldwide, in particular to Member States of the European Union and of the European Economic Area, as well as to Canada and the USA. Goods or services of or in relation to end products, raw materials or partial products must, therefore, comply with these regulations and must not breach any domestic or foreign property rights. In the event that the Supplier has not (fully) verified the marketability of its goods, it must notify us of this before conclusion of the contract and inform us of the gaps in its verification process. 

In the event of a defect, we may remedy the defect ourselves upon the elapsing of a reasonable period of time set for the Supplier to remedy the defect and demand reimbursement of the requisite expenses, unless the Supplier justifiably refuses to remedy the defect. Article 323(2) BGB shall apply accordingly. There is also no need to set a deadline if subsequent fulfilment has failed or is unacceptable to us. We may demand advance payment from the Supplier to cover the costs of remedying the defect. 

12. Rights of offset and retention

The Supplier shall only be entitled to offset undisputed or legally established claims. The Supplier shall only be entitled to exercise rights of retention, to include the right in Article 369 HGB, with undisputed or legally established claims arising from the same legal relationship. 

13. Assignment

Assignment of claims against us is excluded. If the legal transaction from which the payment claims of the Supplier arise is a commercial transaction on both sides, Article 354 (a) HGB shall apply. 

14. Place of Performance

If the Supplier is a trader, the place of performance for both parties is our registered office or the place of destination specified by us in the order. 

15. Confidentiality

Both parties are obligated to maintain the confidentiality of all business and trade secrets of the other party that become known to them during the performance of the contract, including following termination of the contract. We are permitted to demand that the Supplier contractually obligate all employees and vicarious agents in the same way and grant us access to these agreements upon request. 

16. Social responsibility and environmental protection

The Supplier undertakes to comply with the respective statutory regulations on the treatment of employees, environmental protection and occupational safety and to work to reduce the adverse effects of its activities on people and the environment. To this end, the Supplier shall, to the best of its ability, establish and further develop a management system in accordance with ISO 14001. In addition, the Supplier shall also observe the principles of the UN Global Compact Initiative. In essence, these are about the protection of international human rights, the right to collective bargaining, the abolition of forced and child labour, the elimination of discrimination in recruitment and employment, responsibility for the environment and the prevention of corruption. More information about the UN Global Compact Initiative is available at www.unglobalcompact.org. 

17. Applicable law, contract language, place of jurisdiction, partial invalidity

All legal relationships between the parties are subject to German law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The language of the contract is German. If the Supplier is a trader, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our registered office, although we reserve the right to sue the Supplier at another legal place of jurisdiction. For all other contractual partners, Esslingen is the agreed place of jurisdiction for all disputes arising from the contractual relationship in the event that the party being sued moves its place of domicile or usual place of residence out of Germany following conclusion of the contract or its place of domicile or usual place of residence is not known at the point at which the suit is commenced. The invalidity of any provisions in these contractual terms or any other provision agreed between the parties shall have no effect on the validity of the remaining provisions of these general terms and conditions of delivery and service or any other agreements. In the case of other provisions agreed between the parties, the parties shall be obligated to substitute the ineffective provisions with effective provisions that closely approximate the sense and meaning of the ineffective provisions. 

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