1. General
(1.1) (Scope of application) These Terms and Conditions of Purchase are only intended for use in business transactions with entrepreneurs.
(1.2) (Conflicting terms and conditions, contract amendments) Our Terms and Conditions of Purchase shall apply exclusively to the contract; other terms and conditions shall not become part of the contract, even if we do not expressly object to them. The supplier may only invoke contractual amendments, supplements or ancillary agreements if they are confirmed immediately in text form.
(1.3) (Right of cancellation) In the event of force majeure or strikes, lockouts or other events for which we are not responsible and which significantly impede our own sales, we may cancel the delivery contract in whole or in part or demand performance at a later date.
(1.4) The supplier may only offset against our claims with claims that are undisputed or have been legally established or justify the defence of non-performance of the contract (§320 BGB).
(1.5) (Data collection) We can store the data important for the contract processing on EDP.
(1.6) For our transactions with suppliers who do not have a general place of jurisdiction in Germany, with merchants and with legal entities under public law or special funds under public law, the place of jurisdiction shall be the court responsible for our registered office in Wertheim/Mosbach. However, we are also entitled to appeal to the court responsible for the supplier's registered office. German law shall apply to the exclusion of the CISG.
2. Ordering, prices, invoicing
(2.1) Offers and sampling are free of charge for us. The supplier must expressly point out any deviations between the enquiry and the offer.
(2.2) We may demand changes to the delivered goods even after conclusion of the contract, insofar as these are reasonable for the supplier. Additional or reduced expenses are to be charged accordingly.
(2.3) The supplier prices are maximum prices free our works. They include the costs of freight, customs, packaging, expenses and VAT.
(2.4) Supplier invoices are to be sent in duplicate and can be paid by us within 14 days of receipt of invoice and goods with a 3% discount or within 30 days without deduction.
3. Place of fulfilment, risk, dispatch, delivery periods/dates, delay
(3.1) The place of fulfilment for deliveries is our factory in Wertheim.
(3.2) The risk shall only pass to us after unloading at our factory.
(3.3) Packaging, dispatch and insurance of the contractual products shall be at the expense and risk of the supplier. A delivery note (in duplicate) must be enclosed with each consignment.
(3.4) The supplier shall strictly adhere to agreed delivery periods and deadlines, which are understood to arrive at the agreed place of delivery. The supplier must notify us immediately if he is likely to fail to meet agreed delivery periods or dates. He must make every effort to deliver the contractual products as quickly as possible if the deadline/date is not met through his own fault. In particular, the fastest possible mode of dispatch must be selected; the additional costs caused by this shall be borne by the supplier.
(3.5) The supplier can only invoke shortages of raw materials, auxiliary materials and operating materials and non-delivery or poor delivery by his suppliers if he informs us of their possible risk immediately after becoming aware of them.
(3.6) Our shipping instructions must be complied with. Our order number must be stated in all shipping documents, correspondence and invoices.
4. Quality, acceptance, limitation of claims for defects
(4.1) In addition to the specifications set out in the supply contract, offer and/or order confirmation, the relevant information provided by the supplier in its brochures, catalogues and other documents available to us as well as in its advertising shall be deemed to be agreed for determining the quality of the contractual products/services. The agreed quality also includes that the contractual products/services comply with the state of the art, masterly workshop work, the agreements made, the intended use, the agreed and sample equipment, the required product safety and the applicable statutory, official and technical regulations (including the German Equipment Safety Act, DIN standards, EN, ISO standards, EC directives).
(4.2) The supplier shall carry out a careful quality and outgoing goods inspection - including product safety - in compliance with the relevant standards. He shall be responsible for the delivery of quality-tested contractual products/services.
(4.3) Acceptance, approval and/or payment of the contractual products/services shall not constitute an acknowledgement that they are free of defects. These are always subject to reservation.
(4.4) If the supplier is in default with the fulfilment of the subsequent performance incumbent upon it, we may remedy the defects/damage ourselves or have it remedied by third parties at the supplier's expense.
(4.5) Subject to longer statutory limitation periods, our claims for defects shall become time-barred 3 years after delivery to us.
(4.6) Limitations of liability in the supplier's general terms and conditions are invalid.
5. Liability for defects of title, indemnity
(5.1) The Supplier shall be liable for ensuring that we can acquire and use the delivered goods without infringing third-party property rights (such as patent, utility model, trademark and copyright rights) and/or statutory and official provisions. In particular, he shall also be liable for the compatibility of the use of the delivered goods with the applicable national and/or international provisions of foreign trade law, embargoes or other sanctions of the EC and the USA.
(5.2) The supplier must inform us immediately in writing if he becomes aware that the industrial property rights of third parties and/or statutory and official provisions (in Germany and/or abroad) are infringed in connection with the goods he supplies.
(5.3) The supplier shall indemnify us against any legal claims of third parties due to infringement of third-party property rights and/or statutory and official provisions in connection with the contractual use of the delivered goods.
6. Product safety, product liability
(6.1) The supplier warrants that the contractual products and/or services are not unsafe for their intended or foreseeable non-intended use or consumption and are not dangerous within the meaning of product liability. He shall take all necessary and appropriate organisational, personnel and technical security measures.
(6.2) In the event that claims are asserted against us by our customers or third parties due to damage caused by unsafe contractual products and/or services, the supplier shall indemnify us internally if and to the extent that he is at fault. Our claim for indemnification is subject to the standard limitation period.
(6.3) If and to the extent that the supplier is responsible for the defect giving rise to liability, the supplier shall also bear the costs of the necessary measures taken by us to avert the damage (e.g. recalls).
(6.4) The supplier must insure himself against the risks associated with product liability for the contractual products and/or services supplied by him to an appropriate amount and provide us with proof of insurance cover on request.
7. Rights of use
(7.1) The supplier shall grant us an irrevocable, spatially, content-wise and temporally unrestricted, freely transferable and sub-licensable right of use and exploitation to all contractual services (work results), in particular to operating and system descriptions, files, software, graphics, photos, film material and other documents relating to the contractual products and/or services, in all media forms and on all image, sound and data carriers.
(7.2) The supplier shall grant us the right specified in the above paragraph as the exclusive right of use and exploitation of work results which the supplier has produced individually for our exclusive use.
8. Disposal
The supplier undertakes to take into account and comply with all relevant requirements and regulations on environmental protection and waste disposal in the manufacture and delivery of the contractual products. In particular, the supplier shall ensure that the contractual products are disposed of according to type. He shall ensure this by means of appropriate material labelling.
9. Spare parts
The supplier must keep spare parts available for us at fair market prices for the expected service life of the contractual products, but at least 10 years from the respective delivery date.
10. Industrial property rights, confidentiality
(10.1) We reserve the right of ownership as well as all industrial property rights and copyrights for designs, moulds, tools, samples, illustrations, photographs and other documents provided by us. The supplier may only use these constructions etc. in the manner intended by us and must return them if he no longer needs them for us.
(10.2) The supplier shall keep secret from third parties all business secrets, in particular know-how, obtained from the business relationship with us.
