1. general
##########_0__ (Scope) These Terms and Conditions of Purchase are only intended for use in business transactions with entrepreneurs.
##########_1__ (Conflicting terms and conditions, contract amendments) Our Terms and Conditions of Purchase shall apply exclusively to the contract; other terms and conditions shall not become part of the contract, even if we do not expressly object to them. The supplier may only invoke amendments to the contract, supplements or collateral agreements if they are confirmed immediately in text form.
##########_2__ (Right of cancellation) In the event of force majeure or strikes, lockouts or other events for which we are not responsible and which significantly impede our own sales, we may cancel the delivery contract in whole or in part or demand performance at a later date.
##########_3__ The supplier may only offset our claims against claims which are undisputed or have been legally established or which justify the defence of non-performance of the contract (§320 BGB).
##########_4__ (Data collection) We may store the data important for the processing of the contract on EDP.
2. ordering, prices, invoicing
##########5 Offers and samples are free of charge for us. The supplier must expressly point out any deviations between the enquiry and the offer.
##########_6__ We may also request changes to the delivered goods after conclusion of the contract, insofar as these are reasonable for the supplier. Additional or reduced expenditure shall be invoiced accordingly.
##########7 The supplier prices are maximum prices free our works. They include the costs of freight, customs, packaging, expenses and VAT.
##########8 Supplier invoices must be sent in duplicate and can be paid by us within 14 days of receipt of invoice and goods with a 3% discount or within 30 days without deduction.
3. place of fulfilment
##########_9__ The place of fulfilment for deliveries is our factory.
##########10 The risk shall not pass to us until the goods have been unloaded at our works.
_##########_11__ Packaging, despatch and insurance of the contractual products shall be at the expense and risk of the supplier.
supplier. A delivery note (in duplicate) must be enclosed with each consignment.
##########12 The supplier must strictly adhere to agreed delivery periods and dates, which are understood to be arrival at the agreed place of delivery. The supplier must notify us immediately if he is not likely to meet agreed delivery periods or dates. He shall make every effort to deliver the contractual products as quickly as possible if he is at fault for not meeting the deadline/delivery date. In particular, the fastest possible mode of dispatch must be selected; any additional costs incurred as a result shall be borne by the supplier.
##########_13__ The supplier may only invoke shortages of raw materials, auxiliary materials and supplies and non-delivery or poor delivery by its upstream suppliers if it notifies us of their possible risk as soon as it becomes aware of them.
##########_14__ Our shipping instructions must be complied with. Our order number must be stated in all shipping documents, correspondence and invoices.
4. quality, acceptance, limitation of claims for defects
4.1 In addition to the specifications set out in the supply contract, offer and/or order confirmation, the relevant information provided by the supplier in its brochures, catalogues and other documents available to us as well as in its advertising shall be deemed agreed for determining the quality of the contractual products/services. The agreed quality also includes that the contractual products/services correspond to the state of the art, masterly workshop work, the agreements made, the intended use, the agreed and modelled equipment, the required product safety and the respectively applicable statutory, official and technical regulations (including the German Equipment Safety Act, DIN standards, EN, ISO standards, EC directives).
##########_16__ The supplier shall carry out a careful quality and outgoing goods inspection - including product safety - in compliance with the relevant standards. He shall be obliged to deliver quality-tested contractual products/services.
4.3 Acceptance, acceptance and/or payment of the contractual products/services shall not constitute an acknowledgement that they are free of defects. These are always subject to reservation.
##########_18__ If the supplier is in default with the fulfilment of the subsequent performance incumbent upon it, we may remedy the defects/damage ourselves or have it remedied by third parties at the supplier's expense.
##########_19__ Subject to longer statutory limitation periods, our claims for defects shall become time-barred 3 years after delivery to us.
Any limitations of liability in the supplier's general terms and conditions shall be ineffective.
5. liability for defects of title, indemnity
##########_21__ The supplier shall be liable for ensuring that we can acquire and use the delivered goods without infringing third-party property rights (such as patent, utility model, trademark and copyright rights) and/or statutory and official provisions. In particular, he shall also be liable for the compatibility of the use of the delivered goods with the applicable national and/or international provisions of foreign trade law, embargoes or other sanctions of the EC and the USA.
##########_22__ The supplier must inform us immediately in text form if it becomes aware that the industrial property rights of third parties and/or statutory and official provisions (in Germany and/or abroad) are infringed in connection with its delivered goods.
##########_23__ The supplier shall indemnify us against any legal claims of third parties due to infringement of third-party industrial property rights and/or statutory and official provisions in connection with the contractual use of the delivered goods.
6 Product safety, product liability
##########_24__ The Supplier warrants to us that the contractual products and/or services are not unsafe for their intended or foreseeable non-intended use or consumption and are not dangerous within the meaning of product liability. He shall take all necessary and appropriate organisational, personnel and technical safety measures.
##########_25__ In the event that claims are asserted against us by our customers or third parties due to damage caused by unsafe contractual products and/or services, the supplier shall indemnify us internally if and to the extent that it is at fault. Our claim for indemnification is subject to the standard limitation period.
##########_26 If and to the extent that the supplier is at fault for the defect giving rise to liability, the supplier shall also bear the costs of the necessary measures taken by us to avert the damage (e.g. recalls).
The supplier shall insure itself against the risks associated with product liability for the contractual products and/or services supplied by it to an appropriate amount and provide us with proof of insurance cover on request.
7. rights of use
##########_28__ The supplier grants us an irrevocable, spatially, content-wise and temporally unrestricted, freely transferable and sub-licensable right of use and exploitation to all contractual services (work results), in particular to operating and system descriptions, files, software, graphics, photos, film material and other documents relating to the contractual products and/or services, in all media forms and on all image, sound and data carriers.
The Supplier shall grant us the right specified in the above paragraph as the exclusive right of use and exploitation of work results which the Supplier has produced individually for our exclusive use.
8. disposal
The supplier undertakes to take into account and comply with all relevant requirements and provisions on environmental protection and waste disposal in the manufacture and delivery of the contractual products. In particular, he shall be responsible to us for ensuring that the contractual products are disposed of according to type. He shall ensure this by appropriate material labelling.
9 Spare parts
The supplier must keep spare parts available for us at fair market prices for the expected service life of the contractual products, but at least 10 years from the respective delivery date.
10. industrial property rights, confidentiality
##########_30__ We reserve the right of ownership as well as all industrial property rights and copyrights for designs, moulds, tools, samples, illustrations, photographs and other documents provided by us. The supplier may only use these designs etc. in the manner intended by us and must return them if he no longer requires them for us.
##########_31 All business secrets, especially know-how, obtained from the business relationship with us must be kept secret from third parties by the supplier.
