Generals terms and conditions of purchase

As of July 2013

I. Scope, conclusion of contract

1. Contracts under which we must provide goods or other service shall be executed exclusively on the basis of the following terms and conditions of purchase insofar as our contractual partner is an entrepreneur pursuant to Section 310 para. 1 of the BGB (German Civil Code) or another legal person specified therein. Deviating provisions shall require our prior written confirmation.
2. Our terms and conditions of purchase apply exclusively. We are not bound by the general terms and conditions of our contractual partner, even if we do not expressly object to them, or if, with knowledge of contrary terms and conditions or terms and conditions deviating from our terms and conditions of purchase, we carry out an order without express reference thereto.
3. The contract shall come into effect with our order. Verbal and telephone orders require our written confirmation unless otherwise agreed upon or otherwise practiced in the ongoing business relationship. The order must be confirmed immediately by our contractual partner unless the delivery is carried out with such speed that a confirmation would only arrive with or after the delivery. Fax or e-mails are sufficient.
4. The supplier is deemed to be our contractual partner even in the event of agreed delivery.

II. Quote, prices and invoices, payment methods

1. In the quote to be drawn up for us for free, our contractual partner must comply exactly with our enquiry with regard to quantity and quality and expressly indicate any deviations therefrom. Price information must be given in euros. Unless otherwise agreed, the contractual partner is bound by their quote for three months. Subsequent price changes shall only form part of the contract if we have agreed them.
2. Two copies of invoices shall be sent to us immediately, separate from the delivery, specifying the order and product no. or operating data capture (BDE) number together with all information necessary to secure the deduction in input VAT (currently according to Section 14 of the German Value Added Tax [UStG]). Unless otherwise agreed, net payment must be made to us within 60 calendar days of receipt of invoice; a discount of 3% shall apply for payment made within 30 days after receipt of invoice. The deadlines shall commence upon receipt of the invoice due, irrespective of the invoice date, but not before receipt of the contractual delivery.
3. Payment is subject to proper delivery and correct pricing and calculations. If a defect is discovered, we are entitled to refuse to accept the delivery or to withhold payment or a reasonable portion thereof until the fulfilment of the warranty obligation (see section V.), without this being considered payment arrears.
4. We have a right to set off in accordance with Section 387ff. of the BGB and Section 355 of the HGB (German Commercial Code) and to exercise a right of retention in accordance with Sections 273 and 320 of the BGB and/or Section 369 of the HGB. We are not bound by limitations on these rights in the T&Cs of our contractual partner.
5. The assignment of claims against us is only valid with our written consent.

III. Delivery time; liability for late delivery and inability to deliver

1. Delivery periods shall commence from the date of our order. The agreed delivery time is binding; the receipt of delivery is relevant in this regard (see Section IV).
2. In case of delayed delivery, our contractual partner shall be liable according to legal provisions. We are entitled to refuse to accept any goods that are not delivered on the agreed delivery date, and to return the goods at the cost and risk of the contractual partner and to store them with a third party. The acceptance of delayed deliveries does not constitute a waiver of our right.
3. If our contractual partner has evidence indicating that the delivery cannot be made on time, this must be notified to us immediately with the reasons and expected duration of the delay. In this case, we are entitled to withdraw from the contract. If the contractual partner does not meet their notification obligation, they must compensate us for the damage arising as a result of the delayed delivery.
4. Our contractual partner shall indemnify us against third party claims that result from the fact that we cannot fulfil our obligations as a result of a delay in delivery or an inability to deliver for which the contractual partner is responsible; the contractual partner shall be liable to this extent for any circumstances, for which they bear the risk, such as operational interruptions. Unless performance deadlines have been agreed as fixed pursuant to the Fixgeschäft legal provision (where time is of the essence), the aforementioned clause is conditional on us setting a reasonable grace period. In this case, we are also entitled to procure replacement goods at the expense of our contractual partner.

IV. Delivery location; transfer of risk; partial deliveries; packaging

1. The place of performance shall be the registered place of business of our company. The risk is only transferred upon delivery to us at our ramp. Our contractual partner shall bear the costs of transportation, including packaging, shipping, postal charges, insurance and other auxiliary costs.
2. We are not obliged to accept partial deliveries.
3. Insofar as we carry out the proper disposal of packaging material ourselves, our contractual partner shall reimburse us for the resulting costs incurred, against proof. Alternatively, the contractual partner shall take back packaging for us free of charge at their discretion or upon our request. The mandatory regulations of the German Packaging Ordinance (Verpackungsverordnung) remain unaffected.

V. Defect warranty and damages

1. A defect in one part of the goods delivered creates entitlement to a defect report for the entire delivery if the part delivery is of no interest to us. Surplus or short deliveries outside out the standard tolerance shall also be considered defects.
2. Our inspection obligation is limited to inspecting the goods for quantity and identity based on the delivery note and labelling, as well as visual inspection for apparent external transport or packaging damage. Obvious defect are only those that are apparent to us without technical aids and without opening the package. We shall report such defects immediately; hidden defects will be reported immediately after they are discovered. In cases of doubt regarding quantities, weight and dimensions, the values determined by us shall be decisive if our contractual partner does not provide proof that they are incorrect.
3. If there is a defect, our contractual partner is obliged to remedy this, at its discretion, by either delivering replacement goods free of charge or removing the defect. We can set a reasonable time limit for this. The remedy costs shall be borne by the contractual partner. In the period expires without remedy or the remedy fails once, we are entitled to reduce the price, withdraw from the contract and/or claim damages due to non-fulfilment of the contract and/or are entitled, at the expense of our contractual partner, to remove the defect ourselves or to have the defect removed, or to procure replacement goods if it is not possible to remove the defect or this is only possible through disproportion effort/expense.
4. Our contractual partner shall indemnify us against third party claims that result from the fact that we cannot fulfil our obligations or only do so unsatisfactorily as a result of a defect that was not apparent during a proper inspection (point 2 above).
5. Our contractual partner assures that third part rights do not preclude the intended use of the goods supplied and, in particular, that property rights of third parties are not infringed. The contractual partner shall, based for their share of responsibility, indemnify us against all third party claims which are made due to defects, property right infringements or product faults with regard to their delivery, and shall ensure that a suitable business and product liability insurance policy is in place.
6. Statutory provisions shall also apply. Warranty- and statute of limitations deadlines shall also be determined by legal provisions. The warranty period for replacement deliveries shall commence on the date of receiving the replacement goods at the earliest.

VI. Retention of title

1. Retention of title provisions of our contractual partner that extend beyond simple retention of title are hereby rejected. They require prior written agreement in each case. Should it nevertheless arise that subcontractors assert property rights, co-ownership right of rights of lien/initiate enforcement measures against us, the contractual partner shall compensate for any damages occurring as a result.
2. We are entitled in any case to use the goods supplied as part of the ordinary business dealings and/or further process these goods.

VII. Place of jurisdiction, final provisions

1. The place of jurisdiction is the registered place of business of the company. Legal disputes shall be governed exclusively by German courts. We are however entitled to bring an action against our contractual partner even at their place of business.
2. The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods is excluded.
3. The invalidity of one or several provisions shall not affect the validity of the remaining provisions; this/these invalid provision(s) shall be replaced by a legal provision.