Purchasing Conditions

§ 1 Base of the Contract

  1. Our purchasing conditions apply exclusively. Contrary or deviating conditions of the supplier are not recognized, even if we accept the delivery without reservation. We also do not acknowledge contrary conditions if we do not expressly object or if we refer to correspondence from the contracting party that refers to their conditions. Our purchasing conditions also apply to all future transactions with the supplier, even if they are not explicitly included again.
  2. In addition, the statutory provisions apply (in particular, the German Civil Code and Commercial Code). The regulations and guidelines cited by us apply in their current version. Our factory standards and guidelines, which form the basis of the contract and where the latest version is also decisive, can be requested by the supplier at any time if they are not available.

§ 2 Offer, Contract Documents, and Confidentiality

  1. Our order is non-binding unless binding deadlines are agreed upon in individual cases.
  2. Design drawings, plans, documents, models, electronic data carriers, drawings and similar company documents shall remain our property and must always be treated as strictly confidential. They may not be made accessible to third parties without our written consent. The supplier undertakes to maintain the strictest confidentiality with regard to all other information that comes to his knowledge in the course of his work for us and to impose the same obligations on his personnel and subcontractors. Upon request and after completion of the order, the documents together with copies and duplicates must be handed over to us.reference advertising with our name and similar is only permitted with our prior written consent.all documents, records and files which are of significance for the service must be submitted by the supplier at the latest upon delivery of the service without being requested to do so.in the event of a breach of these obligations, the supplier shall be liable to us in full in accordance with the statutory provisions.

§ 3 Prices and Payment Terms

  1. The price stated in the order is binding.
  2. We are entitled to set-off and retention rights to the extent permitted by law.
  3. We settle invoices within 30 days without deduction; the payment and discount periods commence upon receipt of the invoice, but not before delivery of the goods or provision and acceptance of the service, or before the complete handover of contractually agreed documentation or other documents. If the supplier offers more favorable payment terms, these shall apply without thereby acknowledging the supplier’s general terms and conditions in other respects.

§ 4 Delivery Time, Delay in Delivery, Transfer of Risk

  1. The delivery time stated in the order is binding. The supplier shall notify us immediately as soon as he has to assume that he will not meet the delivery dates or will not meet them on time; the notification shall include the reason for and expected duration of the delay in delivery. Partial services that have not been agreed are not permitted unless we expressly request or agree to them.
  2. In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 0.1% of the delivery value (net of VAT) per working day of delay; however, we may claim a maximum of 5% as a lump sum. The supplier has the right to prove to us that no or significantly less damage has been incurred. Further statutory or contractual claims (in particular damages for breach of duty) remain reserved.
  3. On the day of dispatch, the supplier must send a detailed dispatch note for each individual shipment separately from the invoice and the delivery item. Delivery or performance dates as well as delivery or performance deadlines must be stated in writing; they shall be deemed to have been met if the delivery item has been received by us in accordance with the contract by the expiry of the deadline.
  4. All deliveries are made DDP (Incoterms 2010) to our company headquarters in Straubing or to another delivery address designated by us. The risk and responsibility for transport lie with the supplier. The supplier must always choose the most favorable and suitable method of shipment and transportation for us. For goods valued up to a maximum of EUR 20,000.00 per vehicle, transportation must be exclusively through DHL Express or FedEx. For all other transports, in addition to DHL Express and FedEx, DHL and UPS are permitted, which have relevant transport experience in terms of the nature of the goods and their value.
  5. Each delivery must contain a delivery bill and a packing slip (for ship shipments, the name and address of the shipping company and the ship must be stated) and the order references and details of the unloading point specified by us must be stated in full in all documents (in particular on invoices and delivery bills, in dispatch notes, on packing slips and in consignment notes as well as on the outer packaging). Hazardous substances and dangerous goods must be packed, labeled and shipped in accordance with national and international regulations. The information in the accompanying documents must comply with the respective national regulations. The supplier is also responsible for compliance with these obligations by its subcontractors. He shall be liable for all damages and necessary expenses resulting from the breach of his obligations. Consignments that cannot be accepted due to a breach of these obligations shall be stored at the supplier’s expense and risk. The rules for taking back packaging are determined by the applicable packaging ordinance.

§ 5 Examination for Defects

  1. Our obligation to examine and give notice of defects for non-obvious defects according to § 377 of the German Commercial Code (HGB) is excluded. We undertake a minimum inspection based on the delivery note and for transport damage; the supplier undertakes a final inspection of the goods and, upon request, enters into a quality assurance agreement with us.
  2. In the event that no quality assurance agreement exists or obvious defects are present, our notice of defect shall be considered timely if it is received by the supplier within 7 working days (excluding Saturdays), calculated from receipt of goods or, in the case of hidden defects, from discovery. If, in individual cases, the “immediate” period according to § 377 HGB should be longer than 7 working days, this longer period shall apply.

§ 6 Warranty for Material and Legal Defects

  1. We shall be fully entitled to all statutory rights in the event of material defects and defects of title; in particular, the supplier shall be responsible for ensuring that the delivery item complies with the contractual and statutory requirements and has no other defects. The delivery item must comply with the current rules of science and technology as well as the applicable environmental, occupational health and safety and accident prevention regulations. in the event of defects, we are entitled in particular to demand, at our discretion, rectification of the defect or delivery of a defect-free item (subsequent performance); the supplier must bear the full costs required for this. furthermore, we are entitled to the statutory claims for damages in full and without limitation. acceptance of the goods or a sample or a specimen does not automatically release the supplier from liability for defects.
  2. A limitation period of three years from delivery applies unless longer periods are provided by law. If the delivered goods are replaced as part of subsequent performance, a new limitation period begins to run when there is an acknowledgment of the obligation to provide subsequent performance. The same applies to the repaired part of the delivered goods.
  3. In urgent cases (imminent danger or special urgency), we are entitled to rectify the defects ourselves at the expense of the supplier. An urgent case exists when it is no longer possible to inform the supplier and grant them a (even short) period for subsequent performance.

§ 7 Retention of Title

  1. If we provide parts to the supplier, we reserve ownership thereof.
  2. The retention of title also extends to the full value of the products resulting from the processing or transformation of our goods, whereby these processes are carried out for us, so that we are deemed to be the manufacturer. If, in the event of processing or transformation with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the objective values of these goods. If our items are mixed or combined with other items, we shall also acquire co-ownership in the ratio described above. If the transaction is carried out in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis. The manufacturer shall keep our property locked away and stored separately with the utmost care.

§ 8 Recourse

  1. If we are held liable for a defect in the goods supplied by the supplier under producer liability, product liability, or other liability provisions, the supplier shall indemnify us from the liability resulting from the defect, to the extent that the supplier is responsible for the defect. The indemnification shall be made upon first demand.
  2. In this context, the supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 of the German Civil Code (BGB) or §§ 830, 840, 426 of the BGB, arising from or in connection with a warning or recall campaign. Within the scope of reasonableness and feasibility, we will immediately inform the supplier of the content and scope of the campaign. Any further statutory claims remain reserved.
  3. If we are otherwise held liable for a defect in the goods supplied by the supplier, we are fully entitled to recourse against the supplier under § 478 of the German Civil Code (BGB); an exception to this only applies if an equivalent compensation for the recourse claim has been granted to us.
  4. Any further claims and rights against the supplier remain unaffected by these provisions.

§ 9 Intellectual Property

  1. The supplier guarantees that no third-party rights are infringed in connection with its delivery.
  2. The supplier guarantees that no third-party rights are infringed in connection with its delivery. If we are held liable by third parties as a result, the supplier is obliged to indemnify us from these claims if it is responsible for the infringement of third-party rights. The indemnification shall be made upon first demand. Without the supplier’s consent, we are not entitled to enter into any agreements (in particular settlements) with the third party.
  3. This indemnification obligation also applies to all expenses that we incur as a result of or in connection with the third party’s claims.
  4. Any further claims and rights against the supplier remain unaffected by these provisions.
  5. Unless a longer period is provided by law, the limitation period for claims under paragraphs (1) to (4) is three years and begins upon delivery of the delivered goods (in the case of work contracts, upon acceptance of the service).

§ 10 Withdrawal and Aggregate Liability

  1. The statutory right of withdrawal by the supplier shall neither be excluded nor limited. Similarly, our statutory or contractual rights and claims shall neither be excluded nor limited.
  2. We are fully liable only for intent and gross negligence (including that of our legal representatives and agents) as well as for the violation of life, body, and health. We are also fully liable for the provision of guarantees and assurances, if a defect covered by them triggers our liability. There is no limitation on liability for liability arising from hazardous situations.
  3. In the event of other culpable breaches of material contractual obligations (cardinal obligations), our remaining liability is limited to the typically foreseeable damage.
  4. Furthermore, our liability – regardless of the legal basis (in particular claims arising from the violation of contractual main and ancillary obligations, tortious acts, and other tortious liability) – is excluded.
  5. The same applies (exclusions, limitations, and exceptions) to claims arising from negligence in contract formation.
  6. This Section 10 also applies to claims for reimbursement of expenses.
  7. Exclusions or limitations of our liability also apply to our legal representatives and agents.
  8. There is no reversal of the burden of proof intended. Cardinal obligations are essential contractual obligations, i.e., obligations that give the contract its character and on which the contracting party may rely; thus, they are the essential rights and obligations that create the conditions for the fulfillment of the contract and are indispensable for achieving the purpose of the contract.
  9. The liability of the supplier is regulated in Sections 6, 8, and 9 as well as in the law.

§ 11 Place of Performance, Jurisdiction, Applicable Law, Insurance, and Burden of Proof

  1. The place of performance for our obligations (in particular for our payments) is our registered office.
  2. The place of jurisdiction is our registered office if the supplier is also a merchant, a legal entity under public law, or a public-law special fund. The same applies if the supplier does not have a general place of jurisdiction in the country or, after the conclusion of the contract, moves its registered office abroad. We are entitled to sue the supplier at other permissible places of jurisdiction as well.
  3. With regard to all claims and rights arising from this contract, the law of the Federal Republic of Germany applies. The contractual language is German.
  4. The supplier must take out sufficient liability insurance (in particular, operational, product, and environmental liability insurance) at its own expense to cover damages caused by its services, its personnel, and/or its subcontractors, the existence of which must be proven to us upon request. Furthermore, the supplier must take out sufficient transport insurance at its own expense.
  5. None of the clauses agreed upon in these terms and conditions shall change the statutory or judicial burden of proof.

§ 12 Miscellaneous Provisions

  1. Amendments to the contract can only be effective with our consent.
  2. If individual provisions of these terms and conditions are wholly or partially invalid or void, the remaining provisions shall remain unaffected. The contracting parties undertake to agree on a provision that largely achieves the economic purpose pursued by the invalid or void provision in the economic field.
  3. We treat all data of the supplier exclusively for the purpose of business processing and in accordance with the applicable data protection regulations. Upon written request, the supplier also has the right to information about the personal data collected, processed, and used by us.
  4. All terms and regulations are gender-neutral and are to be understood in a non-discriminatory manner in accordance with the General Equal Treatment Act (AGG).