§ 1 Validity
(1) All deliveries, services and quotations by our suppliers are subject exclusively to these General Purchasing Conditions. These are an integral part of all contracts, which we close with our suppliers, regarding the deliveries or services they offer. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed upon again.
(2) Trading conditions of our suppliers or of a third party do not apply, even if we do not separately contradict their validity in specific cases. Even if we refer to a letter, which contains or refers to trading conditions of the supplier or a third party, this does not suggest any agreement to the validity of such terms and conditions.
§ 2 Orders and Contracts
(1) Should our offers not explicitly contain a commitment period, they shall be considered valid until one week after the date of the offer. Acceptance will be seen as punctual upon receipt of the declaration of acceptance in our premises.
(2) We are entitled to change time and place of the delivery as well as the kind of the packing at any time by means of written notification with a period of at least 5 calender days before the agreed date of delivery. The same applies to changes of product specifications, as far as these can be implemented within the scope of the supplier's normal production process without substantial additional effort, whereby in these cases the period of notification, in accordance with the preceding sentence, is at least 2 weeks. We will refund the supplier's proven appropriate additional costs, resulting from the change made in each case. Should the amendments cause delivery delays, which are unavoidable under reasonable effort in the supplier's normal production and business operations, the delivery date will be postponed accordingly. The supplier will give us written notification of the carefully estimated expected additional costs or delivery delays in good time before the date of delivery, at least however within 5 working days of receipt of our notice in accordance with sentence 1.
(3) We are entitled to terminate the contract at any time by means of a written declaration stating the reason, if we are no longer able to use the ordered products in our business operations due to circumstances which arose after conclusion of the contract. In this case the supplier will be remunerated for the partial service he has provided.
§ 3 Prices, Terms of Payment, Invoice Details
(1) The price stated in our order is binding.
(2) In the absence of any written agreement to the contrary, the price shall include delivery and transportation to the consignee's address specified in the contract including packaging.
(3) If either the agreed upon price does not include packaging or the price for packaging - which was not supplied purely on a loan basis - is not clearly agreed upon, the supplier may charge us, at his own provable costs only. At our request the supplier has to take the packaging back at his own expense.
(4) If no other arrangements are made, we shall pay the purchase price after delivery of the goods and receipt of the invoice within 14 days with 3% cash discount or within 30 days net. The receipt of our transfer order at our bank will be sufficient for our payment to be considered as punctual.
(5) All order confirmations, shipping documents and invoices must contain our order number, article number, delivery quantity and delivery address. Should one or more of these details be missing and processing is therefore delayed by us in our normal business operations, the payment periods mentioned in paragraph 4 are extended by the period of the delay.
(6) In the event of default of payment we shall be liable for default interest to the amount of 5% above the base interest rate as defined in § 247 of the German Civil Code (BGB).
§ 4 Delivery Time and Delivery, Passing of the Risk
(1) The delivery period or delivery date specified in our order, or otherwise relevant according to these General Purchasing Conditions, shall be binding for the supplier. Early deliveries are not permissible.
(2) The supplier is obligated to inform us immediately in writing if circumstances arise or become apparent, which could cause a delay in the time of delivery.
(3) If the latest date for delivery to be effected can be determined on the basis of the contract, then the supplier falls into delivery default on the expiry of this date without the need for a reminder or complaint to be issued on our part.
(4) In the case of delivery delays, once an appropriately set deadline has been exceeded we are entitled to unrestricted legal claims, including the right to step back from the contract and the right to compensation for damages rather than the service itself.
(5) In the case of delivery delays, following prior written warning to the supplier we are entitled to claim a contractual penalty amounting to 0.5% per week commenced, max. 5%, of the respective order value. The contract penalty shall be set off against the damages for delay to be paid by the supplier.
(6) The supplier is not entitled to make partial deliveries without our previous written agreement.
(7) Even if dispatch has been agreed upon, the risk is only transferred to us when the product is handed over to us at the agreed place of destination.
§ 5 Protection of Ownership
(1) We reserve the property or the copyrights to all orders, assignments or designs, pictures, invoices, descriptions and other documentation, which we have given to the supplier. Without our explicit agreement the supplier is neither allowed to make these documents available to a third party nor to use or copy them himself or have them used or copied by a third party. Upon our request, the supplier shall return all these documents in full to us as long as they are no longer required in the normal course of business or if the negotiations do not end the in conclusion of a contract. Any copies the supplier may have made of the documents are to be destroyed; this excludes any data stored pursuant to the statutory storage duties and the storage of data as a back up as part of usual data storage practice.
(2) Tools, devices and models that we put at the disposal of the supplier or that are manufactured for contractual use and are invoiced separately to us by the supplier remain our property or are passed on to our property. They are to be marked by the supplier as our property, stored carefully, secured against damages of all kinds and only used for contractual purposes. Unless otherwise agreed, each of the contract partners bear half of the maintenance and repair costs of such objects. However, in so far as such costs are attributable to defects in objects manufactured by the supplier or to improper usage on the part of the supplier, its employees or other vicarious agents, then such costs are the sole responsibility of the supplier. The supplier shall notify us without delay of any damage to said items which is not merely negligible. Upon request, the supplier is obliged to hand these objects over to us in proper condition if they are no longer needed for fulfilment of the contract entered with us.
(3) Retentions of title of the supplier apply only as far as they refer to our payment obligation for the respective products, to which the supplier reserves the right of ownership. Extended or lengthened reservations of proprietary rights are not permitted.
§ 6 Warranty Claims
(1) If the goods are defective we shall be entitled without restriction to the statutory claims. However, in this case the guarantee period shall be 36 months.
(2) Notice of quality and quantity differences is considered to be given on time if we notify the supplier within 14 working days of receipt of the goods. Notice of any hidden material defects is also considered to be given on time if the notification is sent to the supplier within 5 working days of discovery.
(3) Acceptance or approval of provided samples does not constitute a waiver of warranty claims.
(4) The receipt of our written notice of defects by the supplier shall suspend the statute of limitation for warranty claims until the supplier finally rejects the claims or declares the defect to have been eliminated or refuses to continue negotiations concerning our claims. In the event of replacement delivery or elimination of defects the warranty period for replaced and mended parts begins anew, unless we have to assume due to the behaviour of the supplier that he did not feel obligated to take action, but rather completed the replacement or remedy of defects only for goodwill reasons or similar reasons.
§ 7 Product Liability
(1) The supplier shall be responsible for all claims asserted by third parties based on damage to property or persons where these are attributable to a faulty product, supplied by him, and is obligated to exempt us from the resulting liability. If we are obliged to initiate a product recall affecting third parties due to defects in one of the products delivered by the supplier, the supplier bears all costs connected with the product recall.
(2) The supplier is obligated to take out product liability insurance at his own cost, with a total policy value of at least 10 million euros -, which, if nothing else is agreed upon, does not need to cover the risk of product recalls or criminal or other damages. Upon request the supplier will send us a copy of the liability policy at any time.
§ 8 Proprietary Rights
(1) The supplier shall guarantee, according to the stipulation in paragraph 2, that any goods delivered by him do not infringe any proprietary rights of third parties in countries of the European Union or any other countries in which he has produced the products or has had them produced.
(2) The supplier is obligated to exempt us from all claims which third parties raise against us because of infringements against industrial property rights specified in paragraph 1 and to reimburse us for all necessary expenditures in connection with these claims. This claim exists independently of any fault on the part of the supplier. [Alternative: This claim does not exist, if the supplier can prove that he is neither responsible for the infringement of the industrial property right nor that he should have been aware of it under application of commercial diligence at the time of delivery.]
(3) Our further statutory claims due to defective titles of the products delivered to us remain unaffected.
§ 9 Spare Parts and Obligation to Notify
(1) The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 3 years after delivery.
(2) If the supplier intends to stop the production of spare parts for products supplied to us he will inform us about this immediately after deciding to stop their production. This decision must be made - subject to the provision of paragraph 1 - at least 6 months before the production is stopped.
(3) The supplier shall be obliged to immediately notify us with regard to any and all errors, problems and/or hazards in connection with the products supplied to us and their use and to immediately take back potentially faulty batches at his own expense. The supplier of the defective part bears the cost of handling and transport together with the costs of disassembly and dismantling.
§ 10 Confidentiality
(1) The supplier is obligated to keep the conditions of the order as well as all information and documents provided for this purpose (with exception of publicly accessible information) confidential for a period of 3 years after contract conclusion and to use it only for execution of the order. He will return it to us on request immediately after completion of inquiries or after completion of orders.
(2) Without our previous written agreement the supplier may not refer to business relations with us and may not show any delivery articles manufactured for us in advertising material, brochures, etc.
(3) The supplier will undertake to ensure that his subcontractors also adhere to this §10.
§ 11 Transfer
The supplier is not entitled to transfer his claims resulting from the contractual relation to third parties. This does not apply as far as it concerns outstanding debts.
§ 12 Jurisdiction, Place of Performance, Applicable Law
(1) Place of performance for both parties and exclusive place of jurisdiction for all disputes arising from the contractual relation is Kaufbeuren.
(2) All contracts closed between us and the supplier are subject to the laws of the Federal Republic of Germany under exclusion of the Convention on the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods CISG).