Terms of Purchasing

Terms of Purchasing 11/2009

1. General terms
1.1 Our orders are made exclusively on the basis of the following terms of purchasing. Our terms of purchasing shall apply exclusively; we shall only recognise contradictory terms of the supplier, or terms that deviate from our terms of purchasing, if we have provided explicit and written consent thereto in the respective order. Our terms of purchasing shall apply even if we are aware of contradictory terms of the supplier, or terms that deviate from our terms of purchasing, and nevertheless make unconditional acceptance of consignments provided by the supplier.

1.2 These terms of purchasing shall be considered known and shall be the basis of all our enquiries insofar as it can be verified that on at least one occasion the supplier has gained knowledge hereof.

1.3 Supplementary verbal agreements shall be invalid unless we provide written confirmation.

1.4 The following documents shall apply in the order of hierarchy specified hereafter unless otherwise agreed:

  • our order,
  • these terms of purchasing,
  • the supplier's offer.

2. Offer
2.1 Creation and submission of offers submitted to us shall be unbinding and incur costs only for the supplier in question. It is at our discretion to issue orders.

2.2 Suppliers are required to provide us with specimens and samples of products offered, provided their value is reasonably corresponds to the order value. Our orders shall be based on these specimens and samples following approval thereof.

2.3 Suppliers shall be bound to offers submitted to us with respect to products, price, terms, delivery and the application of these terms of purchasing. The statutory rate of value added tax must be listed separately with the prices offered.

2.4 The supplier shall be bound to offers submitted to us until revocation thereof for a period of at least one month following our receipt of the offer. Offers submitted to us by the supplier shall also be considered an assurance of an ability to deliver by means of the agreed transport facility the specified type, quantity and quality of products on time and at the terms offered or agreed.

3. Orders
3.1 Orders are issued in writing and by our employees with suitable authority. We must provide a legally binding signature to confirm all verbal orders, agreements and supplementary arrangements; otherwise they shall be invalid.

3.2 The supplier must refrain from disclosing the conclusion of the agreement. The supplier shall only be permitted to list the buyer as a reference in dealings with third parties if the buyer provides written consent.

4. Properties, scope of delivery (shipping, quality of delivery)
4.1 Required permits must be shown and safety data sheets submitted automatically.

4.2 The supplier shall immediately and at no additional cost provide documentary evidence of origin upon our request (e.g. supplier declarations, movement certificates as defined in the EEC – EFTA determinations or origin) replete with all necessary data and signed in a proper form.

4.3 The delivered object must meet legal provisions and regulations at the specific time and must meet the latest developments in technology and and the specifications stated in the order. The supplier provides explicit assurance in this respect. On request, we must be provided without delay and at no additional cost with test certificates from an officially accredited test centre, confirming the contractual properties of the object of delivery.

4.4 The seller must obtain information on the transport and unloading facilities at the point of delivery before making delivery to the point of delivery; subsequent objections shall be discounted.

4.5 Deliveries of equipment and machines shall not be considered complete until we are in possession of all required inspection books and test certificates and – in triplicate respectively – catalogues of parts, spare part lists and operating instructions.

4.6 All diagrams must be discussed with us before the start of workshop operations. Following execution of work, the supplier shall be required without delay to send to us in the required numbers and layout the diagrams, calculations and other technical documents relating to the delivery in its actual design. The supplier is required to transfer at no additional cost to us the ownership of these items. This shall not affect the copyright to these items. We, or persons we charge with this task, are entitled to use these items at no additional cost to perform maintenance and modifications and to produce spare parts.

4.7 The supplier is required to provide us with written notification in the event that the delivery they offer and have specified in greater detail does not match the specifications we defined. The supplier shall provide individual descriptions of each deviation and shall provide instruction on their significance.

Our approval of diagrams, calculations and other technical documents does not in any way affect the sole responsibility of the supplier with respect to the delivery. This shall apply equally – unless the supplier submits a written objection in this respect – to our proposals and recommendations, also to modifications we agree with the supplier.

5. Prices
5.1 The prices specified in the order are binding. Unless otherwise agreed in writing, the price shall include shipping "carriage free", unloaded, including packaging. The supplier must take back the packaging at no additional charge. We accept no liability for the packaging, unless based on intent or gross negligence on our part. We shall only accept the cheapest shipping costs in the event that a price is agreed "ex works" or "ex warehouse". The supplier shall carry all costs incurred until transfer to the freight carrier, including loading and carriage. The price structure shall in no way affect the agreement on the place of fulfilment.

5.2 The statutory rate of value added tax shall be charged separately.

6. Schedules
6.1 We must be sent written notification of dispatch in good time. Deliveries at unreasonable hours must be avoided; reference is made to the standard or known working times .

6.2 Orders "on call" or "by agreement" specify a definite schedule by call or by agreement and are binding in each case.

6.3 The supplier is required without delay to provide us with written notification in the event that circumstances occur or become foreseeable that shall – irrespective of the reasons – prevent punctual delivery at the specified times. However, this notification shall not relieve the supplier from the consequences of these delays under contractual law.
The supplier must submit to us an alternative offer on request. This alternative offer must refer to a different product suitable for our intended purpose, for which – at no additional cost to ourselves – the prices or price levels for the original order shall apply.

7. Transfer of risk
The supplier shall carry the full risk for the consignment until such time as our authorised recipient takes possession thereof. Losses, transport and unloading damage is included.
The seller is responsible, and shall pay for, insurance policies associated with the acceptance of this risk.

8. Inspection for defects – warranty (holding harmless from any possible product liability claims)
8.1 We are required within an appropriate period to inspect the products for any possible deviations from quality and quantity;  any complaints sent to the supplier for obvious defects are considered punctual insofar as they are received by the supplier within 10 workdays.

8.2 Sec. 377, 388 German Commercial Code (HGB) are waived with respect to faults that are not obvious.

8.3 The statute of limitations defined by law shall apply to the expiration of warranty periods.

8.4 The supplier is required on first request to hold us harmless from any claims to compensation raised by third parties insofar as the supplier is responsible for damage caused by the product, the reason for said damage is in the sphere of authority and organisational area of the supplier and the supplier is individually liable to third parties.

9. Intellectual property rights/copyright
9.1 We reserve intellectual property rights and copyright to all images, diagrams, calculations and other documents; they must not be made available to third parties without our explicit and written consent. They must be used exclusively for the purpose of manufacturing based on our order; they must be returned to us automatically following fulfilment of the order. They must be kept secret from third parties.

9.2 The supplier is responsible for ensuring that no rights held by third parties shall be violated by contractually intended use of the delivery. The supplier shall be required on first written request to hold us harmless from all claims raised by third parties in this respect.

9.3 The offer applies equally as assurance that only such goods shall be delivered as are owned by the seller and as are unencumbered by rights held by third parties.

10. Invoicing and payment
10.1 Invoices must state the order and project number and be issued in duplicate by no later than the end of the month following delivery. Amounts shall only be recognised if a confirmation [delivery slip or confirmation of performance] from the recipient is enclosed with the invoice.

10.2 Claims to payment by the supplier based on faultless and punctual deliveries made shall be payable net within 30 days following receipt of invoice as defined in 10.1. The supplier shall grant a cash discount of 3 % on invoices that, contrary to the foregoing, are approved for payment within 8 workdays following receipt of invoice, and a cash discount of 2 % on invoices that, contrary to the foregoing, are approved for payment within 16 days following receipt of invoice. Cash discounts are claimed at our discretion, i.e. any such claim does not constitute a legal entitlement on the part of the supplier.
We make cashless payments by bank transfer to an account detailed by the supplier. The date of acceptance of the transfer slip by the commissioned bank is considered the date of payment.

10.3 We are entitled, unless otherwise agreed, to offset claims to payment with our receivables due from the supplier.

11. Suspension or premature termination of the project
We are required to provide the supplier with immediate notice insofar as the project is suspended for reasons for which we carry no responsibility. The mutual rights and obligations of the contractual parties shall also be postponed for the period of suspension, unless the agreement has already been fulfilled.
The agreement shall be considered terminated in the event that work is abandoned on the behest of our customer. In these cases the supplier shall be entitled to make claims based on the level of fulfilment that the supplier can, in a verifiable form, demonstrate to have provided until such time as the project was abandoned. Services provided until this time must be ascertained and settled within 30 days.

12. Miscellaneous
12. The laws of the Federal Republic of Germany shall exclusively apply to the contractual relationship.

12.2 The supplier concurs that data pertaining to the supplier shall be stored and updated in accordance with the Federal Data Protection Act [BSDG].

12.3 Assignments of claims shall only be permitted with our explicit consent. The same shall apply to seizures.

12.4 The place of fulfilment for all payments is our registered business address. The place of fulfilment for deliveries is the point of receipt we specify.

12.5 Our registered business address shall be agreed as place of jurisdiction in business transactions with merchants operating a registered business, also natural and legal persons who by registration in the company register or by law are considered to hold an equivalent standing to registered traders.

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