Terms and Conditions of Purchase

Valid 01/2020

1. General Provisions

1.1 All offers, goods and services provided to us by suppliers are subject exclusively to these Terms and Conditions of Purchase.
Contradictory, additional or deviating terms of contract of the supplier shall not be recognized unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase also apply if we unconditionally accept or pay for the supplier’s services in knowledge of the supplier’s contrary conditions.

1.2 Provisions supplementing or deviating from these Terms and Conditions of Purchase shall only become part of the contract in written form, unless our representatives with sole power of representation agree to the supplementary or deviating provisions orally.

1.3 These Terms and Conditions of Purchase only apply to entrepreneurs in the sense of Section 14 of the German Civil Code [Bürgerliches Gesetzbuch – BGB], legal persons under public law and special funds under public law.

1.4 These Terms and Conditions of Purchase also apply to any future transactions with the supplier.

1.5 Individual written agreements always have priority over these Terms and Conditions of Purchase.


2. Contract Conclusion and Changes

2.1 Orders, contracts and call-offs and changes and additions to them must be in written form.

2.2 Oral agreements made before or at the time of conclusion of the contract must be confirmed in writing by the procurement department to be effective.

2.3 Oral side agreements after contract conclusion, side agreements of any kind and subsequent changes or additions to orders will only become part of the contract if they are confirmed by the buyer in writing.

2.4 If the supplier does not accept the order within 1 week of receipt (order confirmation), we may cancel the order. Call-offs are binding if the supplier does not object to them within 5 business days of receipt.

2.5 Only for the procurement of raw materials by the buyer:
Orders and call-offs are based on the needs of the buyer’s customer which may vary. The buyer therefore expressly reserves the right to reschedule delivery quantities and dates if changes are requested by the customer.

2.6 We will retain title and copyrights to figures, drawings, samples, calculations and other documents. Documents may only be used for production or delivery of our order and must be returned to us without solicitation upon completion of the order. The supplier is liable for return obligations in accordance with the principle of paid storage.


3. Prices

Unless otherwise agreed, prices are delivery duty paid (DDP under Incoterms 2020) and include packaging.
VAT must be stated separately.


4. Payment Conditions and Invoices

4.1 Unless otherwise agreed in writing, invoices will be settled either within 14 days with a 3%-discount or fully within 60 days of the payment request becoming due and receipt of the invoice and goods or service. Settlement is conditional on invoice verification.

4.2 Invoices must include the order number and specify the order components in detail. If hourly rates are agreed, timesheets signed by the buyer must be included with the invoice.

4.3 Payments are considered made upon instruction.

4.4 In case of a defective delivery, we reserve the right to withhold payment—without loss of discounts or similar benefits—until proper performance.

4.5 In case of advance payment, the supplier must provide reasonable assurance (e.g., a bank guarantee) if requested by the buyer.


5. Delivery

5.1 The delivery period stated in the order is agreed as the performance period determined by the calendar.

5.2 Deviations from our contracts or orders require our prior written authorization.

5.3 Agreed dates and periods are binding. Whether delivery deadlines or periods are met is determined by our receipt of the goods. If delivery "ex works" (DAP or DDP according to Incoterms 2020) has not been agreed, the supplier shall make the goods available in time, taking into account the time for loading and dispatch to be coordinated with the forwarder.

5.4 If the supplier agrees to install or assemble the goods, the supplier must bear any necessary ancillary costs, e.g., for travel, tool provision or accommodation, except in case of contrary provisions or unless otherwise agreed.

5.5 If agreed deadlines are not met, statutory provisions apply, especially pertaining to compensation for default damage. Additional costs, especially in case of necessary replacement purchases, must be borne by the supplier.

5.6 If the supplier foresees difficulties with production, input material supplies, meeting delivery deadlines or similar situations that may prevent the supplier from delivering goods on time or at the agreed quality, the supplier must notify our ordering department without undue delay.

5.7 Unconditional acceptance of a late delivery or service does not represent a waiver of the compensation to which we are entitled due to the late delivery or service. This applies until all payments owed by us for the goods or service have been fully settled.

5.8 Partial deliveries are not permitted, unless we have expressly agreed to them or they are reasonable for us.

5.9 For quantities, weights and dimensions, the values determined by us during incoming goods inspection shall be decisive, subject to proof to the contrary.

5.10 In addition to the usage rights permitted by law (Section 69a et seq. of the German Act on Copyright and Related Rights [Urheberrechtsgesetz – UrhG]), we have the right to use software, including its documentation, that is part of the supplied product with the agreed features and to the extent necessary for contractual use. We may also create a backup copy without express prior agreement.

5.11 Goods must be packaged to prevent transport damage. The supplier must take back packaging free of charge if requested by us. Environmentally-friendly packaging is preferable.


6. Foreign Trade Information and Documents

When delivering goods, the supplier is obliged to provide the following foreign trade data on request:

• Classification of goods in trade statistics (statistical goods number)
• Country of origin
• Identification and classification of goods subject to export controls
• Statement of origin or proof of preferential origin

7. Transfer of Risk and Documents

7.1 The supplier shall bear the risk of accidental loss, destruction or deterioration until the goods have been accepted by us or our agent at the location to which the goods must be delivered.

7.2 The supplier must state our order data on all shipping documents, delivery notes, invoices and related documents. Failure to do so will inevitably result in processing delays for which we are not responsible.


8. Defect Claims and Recourse

8.1 Acceptance is conditional on inspection for defects, especially accuracy, completeness and usability. We may inspect the contractual goods as soon as necessary under the ordinary course of business; defects will be reported without undue delay upon detection. The supplier therefore waives the defense of late defect reports.

8.2 In case of a quality assurance agreement between the supplier and us, the conditions of this agreement apply to our defect inspection and reporting obligations.

8.3 Statutory provisions concerning material and legal defects apply, unless otherwise regulated hereinafter.

8.4 We have the right to choose the form of cure. Conditional on Section 439(4) of the German Civil Code, the supplier may refuse our chosen form of cure if this cure is only possible at disproportionate expense.

8.5 In case of threats to operational safety or danger of exceptional damage or, to maintain our delivery capacity to our customers, we may perform or have the remedy performed by third parties after informing and at the expense of the supplier.

8.6 Any costs, especially transport, road, work, material or disproportionate incoming goods inspections costs, incurred by us due to defective deliveries of contractual goods must be borne by the supplier.

8.7 If we call back products produced and/or sold by us or if prices are reduced or claims are exercised against us due to defects of contractual goods supplied by the supplier, we reserve recourse against the supplier for which enforcement of our defect rights does not require the otherwise necessary grace period.

8.8 We may demand compensation from the supplier for the costs we have had to bear in relation to our customers because the latter have a claim against us for reimbursement of the expenses necessary for the purpose of non-performance, especially transport, road, work and material costs.

8.9 The limitation period for claims for material defects commences upon delivery of the contractual goods (transfer of risk).
Claims for material defects shall expire after 2 years, unless the item has been used for a construction in accordance with its customary use and has caused its defectiveness. In this case a limitation period of 5 years shall apply.

8.10 In case of defects of title, the supplier must also hold us harmless of any third-party claims. Defects of title are subject to a limitation period of 10 years.

8.11 Claims and longer limitation periods under the German Product Liability Act [Produkthaftungsgesetz – ProdHaftG] or based on unlawful acts, fraud or guarantees remain unaffected.

8.12 For parts of the delivery which have been repaired or refurbished within the limitation period for our claims for defects, the limitation period shall recommence at the time at which the supplier has completely fulfilled our claims for remedy.

8.13 The supplier shall be responsible for the fault of the supplier’s subcontractors as if it were the supplier’s own fault. In particular, if the supplier does not manufacture delivery items, but purchases them from third parties, the supplier shall be liable for these as for vicarious agents.


9. Contract Work and Supplies

9.1 The supplier must subject components provided by the buyer to proper material inspections for obvious or concealed defects and must report any detected defects to the buyer without undue delay.

9.2 Contract work may only be invoiced based on evidence recognized by us. Materials supplied in this context must be listed individually on a delivery note, which must be countersigned by our agent. Inspection reports are to be transmitted electronically.

9.3 Supplied materials, products, substances, parts, containers and special packaging will remain the property of the buyer. Their use is only permitted for the orders of the buyer. The supplier must provide compensation for culpable impairment or loss and is liable for simple negligence. Proof of adequate insurance coverage must be provided to us if requested.

9.4 Substances shall be processed and parts assembled on our behalf. It is agreed that we shall acquire joint ownership of the products manufactured using our materials and parts in the ratio of the value of the materials provided to the value of the entire product, which shall be kept safe for us by the supplier.


10. Chemical Substances as/in Supplied Goods

10.1 The supplier assures that any goods supplied to us comply with all relevant national and international laws, especially Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) as amended.
The supplier undertakes towards the buyer, that the supplier will only supply products (articles, mixtures and substances) that comply with REACH and any other substance law provisions. The supplier must ensure performance of any obligations related to the registration, evaluation, classification and authorization of substances and of any tasks, obligations and duties to communicate information, including those to which the supplier is subject under REACH as the producer and importer of procured goods. The supplier must inform the buyer without undue delay about relevant changes caused by statutory provisions, especially REACH, to goods or their delivery capacity, usage or quality and must coordinate suitable measures with the buyer. The same applies as soon as the supplier anticipates such changes.

10.2 If a substance or mixture for which a safety data sheet is required contains a SVHC substance >0.1%, this must be reported to us before the next delivery of the delivery item, stating the substance name and identification number (e.g. CAS) on a current safety data sheet in accordance with Article 31 in conjunction with Annex II REACH. If no safety data sheet is required, this information must be reported in accordance with Article 32 of REACH. The required information also includes restrictions/prohibitions under Annex XVII of REACH. The supply of such substances requires separate authorization from us.


11. Product Liability, Recalls and Liability Insurance

11.1 The supplier must hold us harmless of product liability claims exercised against us if and to the extent that the damage was caused by a defect in the contractual goods supplied by the supplier. However, in case of liability based on fault, this only applies if the supplier is at fault. The supplier shall bear the burden of proof for any damage caused under the supplier’s responsibility.
In such cases, the supplier shall bear all costs, including costs for legal defense and recalls. Apart from that, statutory provisions apply.

11.2 The supplier must maintain product liability insurance with adequate coverage for personal/material damage and must provide evidence of this to us if requested. Further damage claims will remain unaffected thereby.


12. Work Performance

Persons who perform work on our premises in fulfilment of the contract must observe the provisions of the respective works regulations and the currently valid accident prevention regulations.
The supplier may only use properly-qualified employees and safety-tested personal protective equipment and work equipment on our premises. Liability for accidents suffered by these persons on our premises is excluded, unless caused by intentional or grossly negligent breaches of duty by our legal representatives or vicarious agents.


13. Property Rights

The supplier guarantees that no rights of third parties are infringed in connection with their deliveries.
If claims are asserted against us by third parties on account of such an infringement, the supplier shall hold us harmless from all claims and bear all costs and expenses in connection with the claim.


14. Retention of Title and Tools

14.1 Even if retention of title by the supplier is agreed, we may, through the ordinary course of business, process, modify and sell goods delivered by the supplier.

14.2 We shall retain title to any provided tools. The supplier shall use the tools exclusively for the production of the goods ordered by us. The supplier must insure the tools belonging to us at their replacement value at their own expense against fire, water damage and theft.
The supplier shall carry out any necessary maintenance and inspection work at their own expense and in good time. We must be notified of any malfunctions without undue delay.


15. Cancellation Rights

In addition to our statutory cancellation rights, we may cancel the contract if:

• Significant deterioration of the supplier’s asset situation is impending or occurs and threatens the satisfaction of a supply or performance obligation to the buyer.
• The supplier becomes insolvent.
• The supplier requests insolvency or similar debt settlement proceedings for the supplier’s assets or business.
• Insolvency proceedings for the supplier’s assets are rejected due to a lack of assets.
• The supplier is unable or unwilling to supply the contractual goods or services within a contractually-specified period due to enforcement measures.

16. Documents and Confidentiality

16.1 Providing drawings to third parties is strictly prohibited. Provided documents and information must be treated strictly confidentially and may only be used to submit offers or to complete orders.
Any business or technical information (including features derived from provided objects, documents or software and other knowledge and experience) made accessible by us must be kept confidential towards third parties as long as such information is not demonstrably public knowledge and may only be made available to persons at the supplier’s or subcontractor’s premises who require such information for the delivery and have also been subjected to confidentiality requirements—including beyond the term of the contract. Such information will remain our exclusive property and—except for deliveries to us—may not be reproduced or commercially exploited without prior written authorization. Any information provided (including copies and documentation) and objects lent by us must be completely returned to us or destroyed without undue delay.
We reserve all rights to such information (including copyrights and the right to apply for property rights, such as patents, utility models, semi-conductor protection, etc.). If such information is provided to us by third parties, this reservation also applies to these third parties.

16.2 The supplier may not use, offer to third parties or supply products produced on the basis of documents prepared by us, such as drawings, models, etc., or our confidential specifications or by using our tools or replicas thereof.

16.3 We may store and process data of the supplier for our own purposes to the legally permissible extent. Unless otherwise agreed, information disclosed to us will not be considered confidential.


17. Energy Efficiency

In addition to our high quality standards, efficient use of energy is an important part of our corporate philosophy.
We operate an energy management system according to DIN EN ISO 50001 with the aim of constantly improving our energy efficiency. Our fundamental rules of conduct also include environmentally friendly production and the reduction of our energy consumption.

17.1 The supplier is obliged to take the aim of improving energy efficiency into account. An environmentally conscious and careful use of natural resources as well as energy-saving and environmentally compatible processes are mandatory. The supplier must provide data sheets for the assessment of their energy efficiency on request.

17.2 When performing their tasks, the supplier must ensure that the machines and equipment they use are as energy-efficient and environmentally friendly as possible. Energy-efficient conduct (assembly, transport, etc.) must be practiced on and outside of our premises.

17.3 Machines and systems to be supplied must be as energy-efficient as possible. We expect the supplier to base the quality of the products to be supplied to us on the state of the art and to stay informed about alternative energy-efficient products.


18. Legal Compliance

18.1 The supplier undertakes not to enter into any agreements or coordinated practices with other companies in the course of the business relationship with us, which have as their object or effect the prevention, restriction or distortion of competition in accordance with the applicable anti-trust laws.

18.2 The supplier shall ensure compliance with the applicable statutory provisions on minimum wages. This especially applies to statutory documentation obligations. The supplier shall also assume any documentation obligations of the buyer under the German Minimum Wage Act [Mindestlohngesetz – MiLoG] for services performed by the supplier for the buyer.
This also applies if the supplier commissions subcontractors for such services. If requested, the supplier must demonstrate compliance with these documentation obligations. The supplier must inform the buyer immediately in writing in the event of a violation of the German Minimum Wage Act by the supplier or a subcontractor. The supplier shall hold the buyer fully harmless from any claims of third parties and is obliged to reimburse any fines imposed on us in this regard.

18.3 In accordance with Council Regulation (EC) Nos. 2580/2001, 881/2002 and 753/2011, the supplier assures that the supplier has no business contact with enterprises, firms, credit institutions, organizations or persons on EC and/or US- sanctions lists. This also applies to subsidiaries and branches of the supplier and investments in third parties in foreign countries.

18.4 If the supplier culpably violates obligations under Numbers 18.1 – 18.3, the buyer may withdraw from or cancel the contract without prejudice to further damage claims.


19. Applicable Law, Place of Performance and Place of Jurisdiction

19.1 Our contractual relationships are governed exclusively by German law to the exclusion of its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

19.2 The place of performance is the place to which the goods must be delivered or where the service must be performed as specified by the order.

19.3 The place of jurisdiction for any disputes resulting directly or indirectly from a contractual relationship based on these Terms and Conditions of Purchase is the competent court of the buyer. We may also, at our discretion, sue the supplier at the competent court of the supplier’s registered office or branch or at the court of the place of performance. The place of jurisdiction also applies to claims based on checks, bills of exchange or unlawful acts.

19.4 Should one or several provisions of these Terms and Conditions of Purchase be ineffective or unenforceable, this will not affect the remaining provisions.